Common use of General Transfer Provisions Clause in Contracts

General Transfer Provisions. 1.10.1 The Sellers shall procure that the relevant Asset Transferor shall transfer the Group Transfer Properties to the Transferee Group Companies identified in Part 1 of this Schedule 8 subject to the terms set out in this Part 3 of Schedule 8 and all other applicable terms of this Agreement on Closing or (if later) Property Transfer Completion. 1.10.2 This Part 3 of Schedule 8 incorporates the Standard Commercial Property Conditions (Second Edition) (“SCPC2”). In case of conflict between this Part 3 of Schedule 8 and the SCPC2, this Part 3 of Schedule 8 prevails. Terms used or defined in the SCPC2 have the same meanings when used in this Part 3 of Schedule 8, and vice versa. The following provisions in SCPC2 shall not apply: 1.3.3, 1.3.5(a), 1.3.5(c), 1.3.7(d), 1.3.7(e), 1.4 to 1.5, 2.2 to 2.3, 4.1.3, 4.2, 6.1 to 6.3, 6.4.2, 6.6, 7.1.1 to 7.1.4, 8.1 to 8.4, 8.7, 8.8, 9, 10.2, 10.3.5 to 10.3.8, 11 and 12. 1.10.3 The Group Transfer Properties are sold together with all buildings, structures, fixed plant, fixed machinery and fixed equipment thereon. 1.10.4 The transfer of each Group Transfer Property shall contain covenants with the Asset Transferor by the Transferee Group Company to comply with the: (i) obligations arising from the matters mentioned in the Registered Title; (ii) obligations arising under the Documents; (iii) obligations on the part of the landlord arising under the Letting Documents; and (iv) obligations on the part of the tenant arising under the Lease, insofar as the Asset Transferor may remain liable directly or indirectly for them after Closing or Property Transfer Completion (as the case may be) and to indemnify the Asset Transferor against any non-compliance and a further covenant by the Purchaser and the Transferee Group Company to indemnify the Asset Transferor against any liability arising under any authorised guarantee agreement entered into by the Asset Transferor. 1.10.5 On Closing or Property Transfer Completion, whichever is the later in respect of each of the Group Transfer Properties: (i) the Sellers shall procure that the Asset Transferor delivers to the Purchaser the transfer documents in respect of the relevant Group Transfer Properties on Property Agreed Terms; and (ii) the Purchaser shall deliver to the Sellers such transfer documents (in duplicate or triplicate as the case may be) duly executed by the Transferee Group Company and (where applicable) the relevant Landlord. 1.10.6 The Purchaser shall, at its own cost and expense, procure that all transfers are duly stamped (including payment of any SDLT due on such transfers), filed or registered at the relevant registries on a timely basis and within the statutory period.

General Transfer Provisions. 1.10.1 The Sellers relevant member of the RBSG Group shall procure that enter into a sub-lease in respect of each of the relevant Asset Transferor shall transfer Leaseback Properties with the Group Transfer Properties to the Transferee Group Companies identified in Part 1 of this Schedule 8 Purchaser subject to the terms set out in this Part 3 9 of Schedule 8 3 and all other applicable terms of this Agreement on Closing or (if later) Property Transfer Completion. Each sub-lease shall be granted with full title guarantee. 1.10.2 This Part 3 9 of Schedule 8 3 incorporates the Standard Commercial Property Conditions (Second Edition) (“SCPC2”). In case of conflict between this Part 3 9 of Schedule 8 3 and the SCPC2, this Part 3 9 of Schedule 8 3 prevails. Terms used or defined in the SCPC2 have the same meanings when used in this Part 3 9 of Schedule 83, and vice versa. The following provisions in SCPC2 shall not apply: 1.3.3, 1.3.5(a), 1.3.5(c), 1.3.7(d), 1.3.7(e), 1.4 to 1.5, 2.2 to 2.3, 4.1.3, 4.2, 6.1 to 6.3, 6.4.2, 6.6, 7.1.1 to 7.1.4, 8.1 to 8.4, 8.7, 8.8, 9, 10.2, 10.3.5 to 10.3.8, 11 and 12. 1.10.3 The Group Transfer Properties are sold together with all buildings, structures, fixed plant, fixed machinery and fixed equipment thereon. 1.10.4 The transfer of each Group Transfer Leaseback Property shall contain covenants with the Asset Transferor Purchaser by the Transferee relevant member of the RBSG Group Company to comply with the: (i) obligations arising from the matters mentioned in the Registered Title; (ii) obligations arising under the Documents; (iii) obligations on the part of the landlord arising under the Letting Documents; and (iv) obligations on the part of the tenant arising under the LeaseLease Documents, insofar as the Asset Transferor Purchaser may remain liable directly or indirectly for them after Closing or Property Transfer Completion (as the case may be) and to indemnify the Asset Transferor Purchaser (on an after-Tax basis) against any non-compliance and a further covenant by the Purchaser and relevant member of the Transferee RBSG Group Company to indemnify the Asset Transferor Purchaser (on an after-Tax basis) against any liability arising under any authorised guarantee agreement entered into by the Asset TransferorPurchaser in connection with the transfer. 1.10.5 1.10.4 On Closing or (if later) Property Transfer Completion, whichever is the later Completion in respect of each of the Group Transfer Leaseback Properties: (i) the Sellers shall procure that the Asset Transferor delivers to the Purchaser the transfer documents in respect of the relevant Group Transfer Properties on Property Agreed Terms; and (ii) the Purchaser shall deliver to the Sellers such transfer documents (in duplicate or triplicate as the case may be) duly executed by the Transferee Group Company and (where applicable) the relevant Landlord. 1.10.6 The Purchaser shall, at its own cost and expense, procure that all transfers are duly stamped (including payment of any SDLT due on such transfers), filed or registered at the relevant registries on a timely basis and within the statutory period.

General Transfer Provisions. 1.10.1 The Sellers Business Transferors shall procure that the relevant Asset Transferor members of the RBSG Group shall transfer the Group Transfer Business Assignment Properties to the Transferee Group Companies identified in Part 1 of this Schedule 8 Purchaser with full title guarantee subject to the terms set out in this Part 3 6 of Schedule 8 3 and all other applicable terms of this Agreement on Closing or (if later) Property Transfer Completion. 1.10.2 This Part 3 6 of Schedule 8 3 incorporates the Standard Commercial Property Conditions (Second Edition) (“SCPC2”). In case of conflict between this Part 3 6 of Schedule 8 3 and the SCPC2, this Part 3 6 of Schedule 8 3 prevails. Terms used or defined in the SCPC2 have the same meanings when used in this Part 3 6 of Schedule 83, and vice versa. The following provisions in SCPC2 shall not apply: 1.3.3, 1.3.5(a), 1.3.5(c), 1.3.7(d), 1.3.7(e), 1.4 to 1.5, 2.2 to 2.3, 4.1.3, 4.2, 6.1 to 6.3, 6.4.2, 6.6, 7.1.1 to 7.1.4, 8.1 to 8.4, 8.7, 8.8, 9, 10.2, 10.3.5 to 10.3.8, 11 and 12. 1.10.3 The Group Transfer Business Assignment Properties are sold together with all buildings, structures, fixed plant, fixed machinery and fixed equipment thereonthereon except as excluded in Clause 2.3. 1.10.4 The transfer of each Group Transfer Business Assignment Property shall contain covenants with the Asset Transferor relevant member of the RBSG Group by the Transferee Group Company Purchaser to comply with the: (i) obligations arising from the matters mentioned in the Registered Title; (ii) obligations arising under the Documents; (iii) obligations on the part of the landlord arising under the Letting Documents; and (iv) obligations on the part of the tenant arising under the LeaseLease Documents, insofar as the Asset Transferor relevant member of the RBSG Group may remain liable directly or indirectly for them after Closing or Property Transfer Completion (as the case may be) and to indemnify the Asset Transferor relevant member of the RBSG Group (on an after-Tax basis) against any non-compliance and a further covenant by the Purchaser and the Transferee Group Company to indemnify the Asset Transferor relevant member of the RBSG Group (on an after-Tax basis) against any liability arising under any authorised guarantee agreement entered into by the Asset Transferorrelevant member of the RBSG Group. 1.10.5 On Closing or Property Transfer Completion, whichever is Completion (as the later case may be) in respect of each of the Group Transfer Business Assignment Properties: (i) the Sellers relevant Business Transferors shall procure that the Asset Transferor relevant member of the RBSG Group delivers to the Purchaser the transfer documents in respect of the relevant Group Transfer Business Assignment Properties on Property Agreed Terms; and (ii) the Purchaser shall deliver to the Sellers relevant member of the RBSG Group such transfer documents (in duplicate or triplicate as the case may be) duly executed by the Transferee Group Company Purchaser and (where applicable) the relevant Landlord. 1.10.6 The Purchaser shall, at its own cost and expense, procure that all transfers are duly stamped (including payment of any SDLT due on such transfers)stamped, filed or registered at the relevant registries on a timely basis and within the statutory periodperiod and the Business Transferors shall promptly assist the Purchaser with any requisitions or enquiries raised in relation thereto.

General Transfer Provisions. 1.10.1 The Sellers Purchaser shall procure that enter into a sub-lease in respect of each of the Business Underletting Properties with the relevant Asset Transferor shall transfer member of the RBSG Group Transfer Properties to the Transferee Group Companies identified in Part 1 of this Schedule 8 subject to the terms set out in this Part 3 7 of Schedule 8 3 and all other applicable terms of this Agreement on Closing or (if later) Property Transfer Completion. Each Sub-lease shall be granted with full title guarantee. 1.10.2 This Part 3 7 of Schedule 8 3 incorporates the Standard standard Commercial Property Conditions (Second Edition) (“SCPC2”). In case of conflict between this Part 3 7 of Schedule 8 3 and the SCPC2, this Part 3 7 of Schedule 8 3 prevails. Terms used or defined in the SCPC2 have the same meanings when used in this Part 3 7 of Schedule 83, and vice versa. The following provisions in SCPC2 shall not apply: 1.3.3, 1.3.5(a), 1.3.5(c), 1.3.7(d), 1.3.7(e), 1.4 to 1.5, 2.2 to 2.3, 4.1.3, 4.2, 6.1 to 6.3, 6.4.2, 6.6, 7.1.1 to 7.1.4, 8.1 to 8.4, 8.7, 8.8, 9, 10.2, 10.3.5 to 10.3.8, 11 and 12. 1.10.3 The Group Transfer Properties are sold together with all buildings, structures, fixed plant, fixed machinery and fixed equipment thereon. 1.10.4 The transfer of each Group Transfer Business Underletting Property shall contain covenants with the Asset Transferor relevant member of the RBSG Group by the Transferee Group Company Purchaser to comply with the: (i) obligations arising from the matters mentioned in the Registered Title; (ii) obligations arising under the Documents; (iii) obligations on the part of the landlord arising under the Letting Documents; and (iv) obligations on the part of the tenant arising under the LeaseLease Documents, insofar as the Asset Transferor relevant member of the RBSG Group may remain liable directly or indirectly for them after Closing or Property Transfer Completion (as the case may be) and to indemnify the Asset Transferor relevant member of the RBSG Group (on an after-Tax basis) against any non-compliance and a further covenant by the Purchaser and the Transferee Group Company to indemnify the Asset Transferor relevant member of the RBSG Group (on an after-Tax basis) against any liability arising under any authorised guarantee agreement entered into by the Asset Transferorrelevant member of the RBSG Group in connection with the transfer. 1.10.5 1.10.4 On Closing or (if later) Property Transfer Completion, whichever is the later Completion in respect of each of the Group Transfer Business Underletting Properties: (i) the Sellers shall procure that the Asset Transferor delivers to the Purchaser the transfer documents in respect of the relevant Group Transfer Properties on Property Agreed Terms; and (ii) the Purchaser shall deliver to the Sellers such transfer documents (in duplicate or triplicate as the case may be) duly executed by the Transferee Group Company and (where applicable) the relevant Landlord. 1.10.6 The Purchaser shall, at its own cost and expense, procure that all transfers are duly stamped (including payment of any SDLT due on such transfers), filed or registered at the relevant registries on a timely basis and within the statutory period.