CONFORMED COPY
DATED 14 JUNE 2005
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(1) HUNTINGDON LIFE SCIENCES LIMITED
(2) ALCONBURY PROPERTIES I LIMITED
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CONTRACT FOR THE SALE AND PURCHASE
of freehold property at
the Huntingdon Research Centre Alconbury Cambridgeshire
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THIS CONTRACT is made on the 14 June 2005 BETWEEN:-
(1) The Seller: HUNTINGDON LIFE SCIENCES LIMITED whose registered office is at
Xxxxxx Xxxx Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxxxxxxx XX00 0XXx company
registered in England under number 1815730; and
(2) The Buyer: ALCONBURY PROPERTIES I LIMITED whose registered office is at 3rd
Floor Xxxx Xxxxx Building Wickhams Cay 1 PO Box 362 Road Town Tortola
British Virgin Islands.
1 DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this clause and in this contract the following expressions have the
following meanings respectively:
1.1.1 "the Conveyances" the conveyance dated 27 May 1964 made between (1) Xxxxxx
Xxxxxx Xxxx and (2) Nutritional Research Unit Limited; the conveyance dated
28 January 1980 made between (1) Xxxxxx Xxxxxx Grey and (2) Nutritional
Research Unit Limited and the conveyance dated 19 December 1977 made
between (1) Xxxxxx Xxxxxx Grey and (2) Nutritional Research Unit Limited;
1.1.2 "the Property" freehold premises known as the Huntingdon Xxxxxxxx Xxxxxx
Xxxxxxxxx Xxxxxxxxxxxxxx XX00 0XX shown edged red on the plans attached to
the Conveyances and shown edged red on the plan attached hereto;
1.1.3 "the SCPC" the Standard Commercial Property Conditions (Second Edition);
1.1.4 "Seller's solicitors" the solicitors from time to time instructed by the
Seller details of which will be provided to the Buyer in writing
1.1.5 "VAT" value added tax chargeable under the Value Added Tax Xxx 0000 or
under the Sixth Council Directive of the Council of the European
Communities (77/388/EC) or under any rule, regulation, order or instrument
authorised to be made by that Act or by that Directive or any identical or
substantially similar tax which may replace such value added tax and
whether payable as a result of any election or otherwise;
1.1.6 "working day" has the same meaning as in the SCPC (as amended by this
contract).
1.2 Interpretation
1.2.1 Any reference in this contract or in the SCPC to a statute or an order
includes any statutory extension or modification or re-enactment of such
statute or order and any regulations and orders made under any of them.
1.2.2 Any obligation arising under this contract not to do an act or thing
includes an obligation not to suffer such act or thing to be done.
1.2.3 Clause and schedule headings (if any) in and the front cover to this
contract do not form part of this contract and shall not be taken into
account in the construction or interpretation of this contract.
1.2.4 References in this contract to any clause or schedule without further
designation are references to the clause of or schedule to the contract so
numbered or named.
2 AGREEMENT FOR SALE
The Seller agrees to sell and the Buyer agrees to buy the Property.
3 PURCHASE PRICE
The purchase price is (pound)11,384,335.
4 DEPOSIT
No deposit has been paid.
5 VAT
5.1 All sums payable under this contract by the Buyer are exclusive of VAT.
5.2 The Buyer shall pay all VAT chargeable in respect of any taxable supply
made by the Seller pursuant to or in connection with this contract at the
time when that supply is made.
6 COMPLETION DATE
Completion shall take place on 14 June 2005 and any unpaid part of the
purchase price shall then be payable.
7 MATTERS TO WHICH SALE SUBJECT
7.1 The Property is sold with vacant possession on completion.
7.2 The sale is subject to and with the benefit of any matters referred to in
or arising out of the Conveyances and in a conveyance dated 1 July 1985
made between Huntingdon International Holdings plc (1) and Huntingdon
Research Centre Limited (2) and in or arising out of the documents listed
in the Title Schedule (if any).
7.3 In addition to the matters referred to in clause 7.2 and SCPC 3.1.2, the
Property is also sold subject to:
7.3.1 any charge, notice, order, restriction, agreement, condition or other
matter arising under the enactments from time to time in force relating to
town and country planning;
7.3.2 all local land charges (whether or not registered before the date of this
contract) and all matters capable of registration as local land charges;
7.3.3 all rights of way, water, light, air and other rights, easements, quasi
easements, liabilities and public rights whatsoever and any liability to
repair or to contribute toward the cost of repair of roads, passages,
sewers, drains, fences or other items; and
7.3.4 any unregistered interests which fall within any of the paragraphs of
schedule 1 of the Land Registration Act 2002 and any interests which fall
within section 11(4)(c) of that Act.
8 TITLE GUARANTEES
The Seller sells the Property with full title guarantee subject to the
following modification:-
"The covenant set out in s.2(1)(b) of the Law of Property (Miscellaneous
Provisions) Xxx 0000 shall not extend to any obligation to incur any cost
or expense unless all costs and expenses incurred are fully reimbursed by
the person requiring compliance with the covenant."
9 DEDUCTION OF TITLE
The Seller having fully deduced title to the Property to the Buyer in
accordance with SCPC 6.1, as the Buyer accepts, no objection or requisition
shall be made by or on behalf of the Buyer to any matter concerning or
arising out of the title to the Property other than revealed by
pre-completion searches.
10 REPRESENTATIONS EXCLUDED
The Buyer acknowledges that this contract has not been entered into wholly
or partly in reliance upon any statement or representation made by or on
behalf of the Seller save in so far as any such statement or representation
is expressly set out in this contract or has been made in writing by the
Seller's solicitors to the solicitors for the Buyer and in that event the
making of any such statement or representation shall not obviate the need
for the Buyer to make the appropriate searches and enquiries, inspect and
survey the Property in contemplation of the Buyer's expected use.
11 INCORPORATION OF SCPC
So far as they are not varied by or inconsistent with the express terms of
this contract, the SCPC are incorporated into this contract
11.1 SCPC 1.4, 3.3, and 8.3.4 are deleted.
11.2 In SCPC 1.1.1(o) the following words are added: "or any other day on which
clearing banks in the City of London are not generally open for the conduct
of banking business during normal banking hours and such working day shall
expire at 5.30 p.m.".
11.3 The following words are added at the end of SCPC 1.1.3 (b): "or if the
seller produces reasonable evidence that the property will be released from
those mortgages on or before completion of the sale".
11.4 The following words are added to the end of condition 1.3.2: "provided that
the notice or document is accompanied by a communication bearing the
conveyancer's correspondence reference or the name of the person dealing
with the matter and sufficient information to enable the matter to be
identified.".
11.5 In SCPC 1.3.5 and 1.3.6 "4.00pm" is replaced by "5.30pm".
11.6 In SCPC 3.1.2(d) the words "or which ought to have been disclosed" are
inserted after "which would have been disclosed".
11.7 In SCPC 3.1.3 the words: "which it learns about" are inserted after "any
new public requirement".
11.8 In SCPC 6.4.2 the words: "pay for" are deleted and the words: "at the
buyer's expense" are inserted after "require the seller".
11.9 In SCPC 8.1.2 2.00 p.m. is deleted and replaced by 3.00 p.m.
11.10 SCPC 8.3 does not apply to uniform business rate, council tax or water
rates.
11.11 In SCPC 8.4 the words: "condition 8.3" and "condition 9.3" are replaced
by: "this contract".
11.12 The following is added at the end of SCPC 8.7:
"A direct credit shall be treated as being made at the time of credit to
the nominated account of the amount due."
11.13 The following is added as SCPC 8.8.3: "A party who properly gives a notice
to complete may recover from the other party its reasonable legal costs in
connection with the notice and the recalculation of the amount payable on
completion."
11.14 The words: "(made or confirmed in writing by the seller's solicitors to
the buyer's solicitors)" are inserted in SCPC 9.1.1 after the words:
"leading to it".
11.15 The following words are added at the end of SCPC 9.5.2 (a): "(and section
49(2) of the Law of Property Xxx 0000 does not apply)".
12 TRANSFER
12.1 The transfer shall be engrossed and executed in duplicate and within 30
days after completion the duplicate shall be denoted against the original
at the expense of the Buyer and returned forthwith to the Seller's
solicitors.
12.2 The transfer shall be in the form annexed to this contract.
13 CONTINUING APPLICATION
The provisions of this contract shall remain in full force and effect in so
far as they remain to be performed and observed after completion of the
sale and purchase of the Property.
14 ACKNOWLEDGEMENT
The Buyer acknowledges receipt of all the information about the Property
which is set out in this contract or has been supplied in writing by the
Seller's solicitors to the solicitors for the Buyer.
15 RIGHTS OF THIRD PARTIES
No one may enforce any term of this contract by virtue of the Contracts
(Rights of Third Parties) Xxx 0000.
16 JURISDICTION
16.1 This Contract shall be governed by and construed in accordance with the
English Law;
16.2 It is hereby agreed that if any party has a claim against the other arising
out of or in connection with this Agreement such claim shall be referred to
the High Court of Justice of England to the exclusive jurisdiction of which
each party hereto irrevocably submits.
Signed for and on behalf of the Seller:-
/s/ Xxxx Xxxx...................(Attorney in fact)
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director or person authorised
Signed for and on behalf of the Buyer:-
/s/ Xxxxxx Xxxxx...............(Attorney in fact)
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director or person authorised
TITLE SCHEDULE
Date Document Parties
23.5.1964 Wayleave Consent Eastern Electricity Board (1) Nutritional
Research Unit (2)
23.6.1970 Wayleave Minister of Technology
Date: 2 June 2005
Ref: E790/350257
