Common use of DELAYED LEGAL COMPLETION Clause in Contracts

DELAYED LEGAL COMPLETION. (A) If the Property Consent has not been obtained by Completion in relation to the Bedford Property then the date for legal completion of the sale and purchase of the Bedford Property shall be postponed to the tenth Business Day after the earlier of: (i) the date on which the Property Consent is obtained; (ii) the expiration of the period for the lodging of an appeal against a decision of a Court of competent jurisdiction that the Property Consent is being unreasonably withheld without such appeal being lodged; and (iii) the relevant Designated Purchaser (if it so elects) giving notice that it wishes to complete the Bedford Property Transfer notwithstanding the non-issue of the Property Consent. (B) Pending legal completion and with effect from Completion the Vendor will procure that in relation to the Bedford Property: (i) the relevant Designated Purchaser is permitted (with all persons authorised by it) to have the unrestricted use and occupation of the whole of the Bedford Property; (ii) no contract is entered into disposing of any interest in or granting any right over or varying or surrendering the lease of the Bedford Property; (iii) subject to being put in funds by the relevant Designated Purchaser, the rents, service charges, outgoings and other sums reserved by the Lease are paid; and (iv) a copy of any notice received in respect of the Bedford Property is promptly produced to the relevant Designated Purchaser and the Vendor takes at the request and cost of the relevant Designated Purchaser all such appropriate action in response to such notice as the relevant Designated Purchaser shall properly require. (C) Pending legal completion and with effect from Completion the relevant Designated Purchaser will, in relation to the Bedford Property: (i) put the Vendor in funds so as to enable it to pay when due all rents, service charges and other outgoings payable in respect of the Bedford Property; (ii) observe and perform the covenants and conditions contained in the title deeds and documents relating to the Bedford Property including the Lease; and (iii) indemnify the Vendor against the acts or omissions of the employees, servants, agents, licensees and invitees of the relevant Designated Purchaser in or about the Bedford Property. (D) The Purchaser acknowledges that as against any person from whom a Property Consent is to be obtained in accordance with this Agreement it has no right to possession or occupation of the Bedford Property. (E) The Vendor acknowledges that pending legal completion it holds the Bedford Property on trust for the Purchaser and, for the avoidance of doubt, this includes any insurance monies to which the tenant is entitled under the terms of the Lease.

DELAYED LEGAL COMPLETION. (A) 4.1 If the a Property Consent has not been obtained by the Completion Date in relation to the Bedford a Business Property or Leased Property then the date for legal completion of the sale and purchase or letting of the Bedford relevant Business Property or Leased Property shall be postponed to the tenth date which is ten Business Day Days after the earlier of: (iA) evidence is provided to the date on which the Property Consent is obtained; (ii) the expiration of the period for the lodging of an appeal against a decision of a Court of competent jurisdiction Purchaser’s solicitors that the Property Consent is being unreasonably withheld without such appeal being lodgedhas been obtained; and (iiiB) the relevant Designated Purchaser (if it so elects) giving notice that at its own risk it wishes to complete the Bedford Property Transfer or Underlease notwithstanding the non-issue of the Property Consent. 4.2 The Purchaser acknowledges that pending legal completion it has no legal right as against the relevant provider of the Property Consent to use or occupy the Business Properties or the Leased Properties, but subject thereto and to the Purchaser complying with its obligations in paragraph 4.3 below, the Seller will procure in relation to any relevant Business Property or Leased Property with effect from the Completion Date that: (A) the Business Property is held on trust for the Purchaser; (B) Pending legal completion and with effect from Completion the Vendor will procure that in relation to the Bedford Property: (i) the relevant Designated Purchaser is permitted (with all persons authorised by it) to have the unrestricted use and occupation of either the whole of the Bedford PropertyBusiness Property or Leased Property or such parts of the Business Property or Leased Property as are not subject to any occupational lettings; (iiC) no contract is entered into disposing of any interest in the Business Property or granting any right over or varying or surrendering the lease of the Bedford Leased Property; (iiiD) subject to being put in funds by if the relevant Designated PurchaserBusiness Property or Leased Property is leasehold, the rents, service charges, outgoings charges and other sums reserved by the Lease relevant lease are paid; and (ivE) a copy the Purchaser is accounted to forthwith for the net amount of any notice income received in respect of from the Bedford Business Property is promptly produced to or the relevant Designated Purchaser and the Vendor takes at the request and cost of the relevant Designated Purchaser all such appropriate action in response to such notice as the relevant Designated Purchaser shall properly requireLeased Property. (C) 4.3 Pending legal completion and with effect from Completion completion, the relevant Designated Purchaser will, in relation to the Bedford Property: (i) put the Vendor in funds so as to enable it is to pay when due the Seller a licence fee equivalent to all rents, service charges and other outgoings payable properly paid by the Seller in respect of the Bedford Property; Business Properties (ii) is to pay the rents, service charges and other sums reserved by the proposed Underlease in respect of the Leased Properties and in the absence of an agreed form of Underlease an amount in respect of such sums as is fair and reasonable (iii) is to observe and perform the covenants and conditions contained on the part of the lessee in the title deeds and documents relevant lease, other than payment of rents (iv) is not to infringe any statutory requirement relating to the Bedford Business Property including the Lease; and or Leased Property and (iiiv) is to indemnify the Vendor against Seller in respect of all losses, liabilities and costs incurred by the acts Seller or omissions Property Owner as a result of any act, neglect, default or omission on the part of the employees, servants, agents, licensees Purchaser to perform or comply with such covenants and invitees of the relevant Designated Purchaser in or about the Bedford Propertyconditions. (D) The Purchaser acknowledges that as against any person from whom a Property Consent is to be obtained in accordance with this Agreement it has no right to possession or occupation of the Bedford Property. (E) The Vendor acknowledges that pending legal completion it holds the Bedford Property on trust for the Purchaser and, for the avoidance of doubt, this includes any insurance monies to which the tenant is entitled under the terms of the Lease.

DELAYED LEGAL COMPLETION. (A) If the a Property Consent has not been obtained by Completion in relation to the Bedford a Business Property then the date for legal completion of the sale and purchase of the Bedford relevant Business Property shall be postponed to the tenth Business Day after the earlier of: (i) the date on which the Property Consent is obtained; (ii) the expiration of the period for the lodging of an appeal against a decision of a Court of competent jurisdiction that the Property Consent is being unreasonably withheld without such appeal being lodged; and; (iii) the relevant Designated Purchaser (if it so elects) giving notice that it wishes to complete the Bedford Property Transfer notwithstanding the non-issue of the Property Consent; and (iv) in respect of the Business Properties to which paragraph 5(E) does not apply the day two years after the Completion Date. (B) Pending legal completion and with effect from Completion the Vendor relevant Business Seller will procure that in relation to the Bedford any relevant Business Property: (i) the relevant Designated Purchaser is permitted (with all persons authorised by it) to have the unrestricted use and occupation of either the whole of the Bedford PropertyBusiness Property or such parts of the Business Property as are not subject to any Leases; (ii) no contract is entered into disposing of any interest in or granting any right over or varying or surrendering the lease of the Bedford Business Property; (iii) if the relevant Business Property is leasehold, and subject to being put in funds by the relevant Designated Purchaser, the rents, service charges, outgoings and other sums reserved by the Lease relevant lease are paid; and; (iv) no steps are taken in relation to any rent review pursuant to the lease of a Business Property without the consent of the Purchaser (such consent not to be unreasonably withheld); 168 168 (v) a copy of any notice received in respect of the Bedford Business Property is promptly produced to the relevant Designated Purchaser and the Vendor Business Seller takes at the request and cost of the relevant Designated Purchaser all such appropriate action in response to such notice as the relevant Designated Purchaser shall properly require; and (vi) the Purchaser is accounted to forthwith for any income received from the Business Property. (C) Pending legal completion and with effect from Completion the relevant Designated Purchaser will, in relation to any relevant Business Property the Bedford PropertyPurchaser will: (i) within five Business Days of written demand, put the Vendor relevant Business Seller in funds so as to enable it to pay when due all rents, service charges and other outgoings payable in respect of the Bedford relevant Business Property; (ii) by way of indemnity only, observe and perform the covenants and conditions contained in the title deeds and documents relating to the Bedford relevant Business Property including the Lease; and (iii) indemnify the Vendor relevant Business Seller against the acts or omissions of the employees, servants, agents, licensees and invitees of the relevant Designated Purchaser in or about the Bedford relevant Business Property. (D) The Purchaser acknowledges that that: (i) as against any person from whom a Property Consent is to be obtained in accordance with this Agreement it has no right to possession or occupation of the Bedford relevant Business Property; and (ii) in the event of a court order being obtained by any such person it will vacate the relevant Business Property on demand. (E) The Vendor acknowledges that pending legal completion it holds In respect of any leasehold Business Property for which the Bedford Property on trust for landlord has an unqualified discretion to refuse consent to an assignment novation and underletting if the landlord shall refuse such consent and shall formally require the Purchaser and, for to vacate the avoidance of doubt, this includes any insurance monies to which relevant Business Property the tenant is entitled under Purchaser shall vacate the terms of relevant property and the Lease.Seller shall retain such Business Property. 169 169

DELAYED LEGAL COMPLETION. (A) 5.1 If the Property Assignment Consent has not been obtained by the Completion Date in relation to the Bedford Property an Unassigned Property, then the date for legal completion of the sale and purchase Property Transfer of the Bedford relevant Unassigned Property shall be postponed to the tenth ten (10) Business Day Days after the earlier of: (iA) evidence having been provided to the date on which Purchasers’ Solicitors that the Property Assignment Consent is has been obtained; (iiB) the expiration of the period for the lodging of an appeal against a decision of a Court court of competent jurisdiction that the Property Assignment Consent is being unreasonably withheld without such appeal being lodged; and; (iiiC) the relevant Designated Purchaser Purchasers’ Solicitors (if it so electselects at its sole discretion) giving notice to the Sellers’ Solicitors that it wishes to complete the Bedford transfer of the Unassigned Property Transfer notwithstanding the non-issue of the Property Assignment Consent. (B) 5.2 Pending legal completion of the Property Transfer and with effect from the Completion Date, the Vendor Sellers will procure that in relation to the Bedford Propertyany relevant Unassigned Property that: (iA) the relevant Designated Purchaser Assignee is permitted (with all persons authorised by it) to have the unrestricted exclusively use and occupation of occupy the whole of the Bedford Unassigned Property; (iiB) no contract is entered into disposing or agreeing to dispose of any interest in or granting any right over or varying or surrendering the lease of the Bedford Unassigned Property; (iiiC) subject to being put in funds by the relevant Designated Purchaser, the rents, service charges, outgoings charges and other sums reserved by the relevant Unassigned Lease are paidfully paid in accordance with the terms of the corresponding Unassigned Lease; and (ivD) a copy on the reasonable and proper request of any notice received the Assignee, the Sellers will procure that the Tenant uses its best endeavours to enforce the Landlord covenants and conditions under the Unassigned Lease, provided that the Purchasers shall reimburse the Tenant in respect of all costs and expenses incurred by it in discharging its obligations pursuant to this paragraph 5.2(D), provided further that all such costs and expenses are incurred through the Bedford Property is promptly produced to the relevant Designated Purchaser and the Vendor takes at the request and cost good faith enforcement of the relevant Designated Purchaser all such appropriate action in response to such notice Landlord’s covenants as requested by the relevant Designated Purchaser shall properly requireAssignee. (C) 5.3 Pending legal completion and of the Property Transfers with effect from the Completion Date, the relevant Designated Purchaser will, in relation to the Bedford PropertyPurchasers: (iA) put the Vendor in funds so as to enable it are to pay when due the Sellers a licence fee equivalent to all rents, service charges and other outgoings payable properly paid by the Sellers in respect of the Bedford Unassigned Property; (iiB) observe are to procure that the relevant Assignee observes and perform performs the covenants and conditions contained on the part of the lessee in the title deeds relevant Unassigned Lease (other than payment of rents and documents any breach arising as a result of the occupation of the relevant Unassigned Property by the relevant Assignee under this paragraph 5) and without limiting the obligations of the Sellers under paragraph 5.2 (Delayed legal completion); (C) are to procure that the relevant Assignee does not infringe any statutory requirement relating to the Bedford Property including the Leasea relevant Unassigned Property; and (iiiD) are to indemnify the Vendor against Sellers on an after Tax basis in respect of all direct losses, liabilities and costs incurred by the acts Sellers and/or the relevant Tenant as a result of any act, neglect, default or omissions of omission on the employees, servants, agents, licensees and invitees part of the relevant Designated Purchaser Assignee to perform or comply with the covenants and conditions referred to in or about the Bedford Propertythis paragraph 5. (D) The Purchaser acknowledges that as against any person from whom a Property Consent is to be obtained in accordance with this Agreement it has no right to possession or occupation of the Bedford Property. (E) The Vendor acknowledges that pending legal completion it holds the Bedford Property on trust for the Purchaser and, for the avoidance of doubt, this includes any insurance monies to which the tenant is entitled under the terms of the Lease.