Exhibit 4.14
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DATED 10th January 2003
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FUTUREMEDIA PLC (1)
WAVEDEAN LIMITED (2)
AGREEMENT
relating to
Xxxxx Xxxxx Xxxxxxx Xxxx
Xxxxxxxxx Xxxx Xxxxxx
Xxxxxx Xxxxx
The Corn Exchange Baffins Lane Chichester West Sussex POI 91 GE
Ref: CCN.130
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AGREEMENT dated 10 January 2003
1. PARTICULARS
1.1 the Seller FUTUREMEDIA PUBLIC LIMITED COMPANY (Company Number 1616681)
whose registered office is at Xxxxx Xxxxx Xxxxxxx Xxxx
Xxxxxxxxx Xxxxxxx Xxxx Xxxxxx XX00 XXX
1.2 the Buyer WAVEDEAN LIMITED (Company Number 4599817) whose registered
office is at The Studio Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx Xxxx
Xxxxxx XX00 0XX
1.3 the Property All that property situate and known as Xxxxx Xxxxx Xxxxxxx Xxxx
Xxxxxxxxx Xxxx Xxxxxx being the property registered at HM Land
Registry with absolute title under title number WSX158083
1.4 First Property All that part of the Property more particularly shown edged
green on Plan 1 annexed hereto
1.5 Second Property All that remaining part of the Property not included within the
First Property
1.6 the Purchase Price Seven Hundred and Fifty Thousand Pounds (GBP750,000)
1.7 First Property Price Three Hundred Thousand Pounds (GBP300,000)
1.8 Second Property Price Four Hundred and Fifty Thousand Pounds (GBP450,000)
1.9 the First Completion Date 31st January 2003
1.10 the Second Completion Date The date ascertained in accordance with clause 7.1
1.11 the Lease a 99 year lease of car parking spaces on the First Property to
be granted by the Buyer to the Seller pursuant to clause 3.4 in
the form annexed hereto
1.12 the Seller's Solicitors Messrs Xxxxxx Xxxxx of Xxx Xxxx Xxxxxxxx Xxxxxxx Xxxx
Xxxxxxxxxx Xxxx Xxxxxx X000 I GE (reference CCN/130)
1.13 the Buyer's Solicitors : Messrs Downs of Xxxxxxxxx Xxxxx Xxxx Xxxxxx Xxxxxxx Xxxxxx XX0
1 BQ (reference SKIVJF)
2. Definitions and Interpretation
In this agreement where the context so admits:
2.1 the "First Assurance" shall mean the transfer of the First Property
pursuant to this agreement and the "Second Assurance" shall mean the
transfer of the Second Property
2.2 "Conducting Media" means sewers pipes drains ducts conduits gutters
watercourses wires cables channels flues and other similar transmission
media and installations
2.3 "Utilities" means electricity gas water sewage telephone electronic
signals and other services of similar nature
2.4 the "Interest Rate" shall mean 4% above the Base Rate of Barclays Bank plc
from time to time
2.5 the "Planning Acts" means the Town and Country Planning Xxx 0000 and all
subsequent statutes containing provisions relating to Town and County
Planning from time to time in force and all statutes and regulations
included by virtue of Clause 2.9
2.6 Planning Agreement" means an agreement or agreements with the local
planning authority or any other relevant statutory authority pursuant to
Section 106 of the Town and Country Planning Act 1990 (as amended) and/or
an agreement or agreements made pursuant to Section 278 of the Xxxxxxxx
Xxx 0000 or Section 33 of the Local Government (Miscellaneous Provisions)
Xxx 0000 or any similar statutory provision relating to the Property and
"Planning Agreements" shall be construed accordingly
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2.7 the "Standard Conditions" shall mean the Standard Conditions of Sale
(Third Edition)
2.8 "Pre-emption Deed" means a deed dated 8th January 1990 and made between
Brains Business Development N.V (1) and Futuremedia Limited Xxxxx Xxxxxxxx
and Xxxxxxxxx Xxx Xxxxxxxx (2) the benefit of which is held by the Seller
2.9 "VAT" means Value Added Tax or any tax of a similar nature substituted for
it or in addition to it
2.10 References in this agreement to the Property shall include the Property
the First Property and/or the Second Property as the case may be
2.11 The terms specified in this Clause and in the Particulars shall have the
meanings specified
2.12 Where the context so admits the expressions the Seller and the Buyer shall
include the personal representatives of the Seller and the Buyer and the
Buyer and Seller shall include any successor in title of them
2.13 References to any statute or section of any statute shall include a
reference to any statutory amendment modification or re-enactment of the
statute or section of the statute for the time being in force and to every
instrument order direction regulation bye-law permission licence consent
condition scheme or other such matter made thereunder or pursuant to the
statute or section of the statute
2.14 Words importing the singular shall include the plural and vice versa and
words importing one gender shall include all other genders
2.15 Where any party comprises more than one person the obligations and
liabilities of that party under this agreement shall be joint and several
obligations and liabilities of those persons
2.16 The clause headings do not form part of this agreement and shall not
affect its construction or interpretation
2.17 (a) Where there is a conflict between the Standard Conditions
and this agreement, this agreement prevails
(b) Where the context so admits terms used or defined in this
agreement have the same meaning when used in the Standard
Conditions
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3. Agreement for Sale and Purchase
3.1 Subject to the following provisions of this agreement the Seller shall
sell and the Buyer shall purchase the Property at the Purchase Price
3.2 On completion of the Second Property the Seller shall execute an
assignment to the Buyer of the benefit of the Pre-emption Agreement
3.3 The First Property is sold together with the rights set out in the First
Schedule and subject to the exceptions and reservations out of the First
Property for the benefit of the Second Property set out in the Second
Schedule
3.4 On completion of the sale and purchase of the First Property the Buyer
will grant the Lease to the Seller and the Seller will accept the Lease
and execute a counterpart thereof
4. Standard Conditions of Sale
The Standard Conditions are incorporated insofar as the same are
applicable to a sale by private treaty and are not varied by or
inconsistent with the provisions hereof but with the following variations
and additions:
4.1 The "contract rate" shall be the Interest Rate
4.2 In Condition 1.1.1(c) the word "or" shall be substituted for the word
"and"
4.3 In Condition 1.1.1(n) the words "and such working day shall expire at 5.30
pm" shall be added
4.4 In Conditions 1.3.6(a) and 1.3.6(b) the words "unless returned
undelivered" shall be added after the word "posting"
4.5 In Condition 2.2.1 there shall be added the following "or by CHAPS or
other direct transfer (as requested or agreed by the Seller's Solicitor)
to a bank account nominated by the Seller's Solicitor"
4.6 In Condition 3.1.2(c) the words "and could not" shall be deleted
4.7 In Condition 3.1.2(d) the word "those" shall be deleted and the following
shall be substituted "mortgages and charges protected by such entries in
registers"
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4.8 In Condition 3.1.3 after the word "requirement" the words "which he learns
about" shall be added
4.9 Conditions 4.3.2 and 4.5.2 shall be deleted
4.10 Condition 5.2.2(e) shall be deleted and at the end of Condition 5.2.2(f)
there shall be added "and is to comply with all statutory obligations
relating to the property"
4.11 Condition 5.2.3 shall be deleted
4.12 Condition 5.2.7 shall be deleted and the following words substituted "The
Buyer waives the right to raise (further) requisitions save in respect of
usual pre completion searches"
4.13 In Condition 6.3.2 the words "or the Seller exercises his option in
Condition 7.3.4" shall be deleted and the following substituted "or the
Buyer holds the property as tenant of the Seller or the Seller is entitled
to compensation under Conditions 7.3"
4.14 In Condition 6.4(b) the words "or allowed" shall be deleted
4.15 In Condition 6.7 the words "legal tender" shall be deleted
4.16 In Condition 6.8.2(b) the following shall be added at the end "or if the
Seller supplies evidence to the Buyer that the property will be otherwise
released from all mortgages on completion"
4.17 In Condition 6.8.3 the following shall be added at the end "on completion
the party on whom a notice to complete was served shall pay to the other
party its reasonable legal costs incurred in connection with the service
of the notice together with disbursements and value added tax"
4.18 In Condition 7.1.1 the words "in the negotiations leading to it" shall be
deleted and the following substituted "any written statement made by or on
behalf of the Seller to the Buyer or his agents or advisers in answer to
formal preliminary enquiries before the date of the contract"
4.19 Condition 7.3.4 shall be deleted and the following substituted:
"7.3.4 In the event of compensation being payable under Condition
7.3.1 the Seller shall be entitled to the income of the
property as well as compensation at the Interest Rate"
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4.20 For the purposes of the Standard Conditions any reference to "completion"
or "completion date" shall refer to the First Completion Date or the
Second Completion Date as the case may be
5. Deposit
5.1 The Buyer shall on or before the date of this agreement pay a deposit of
GBP100,000 of the Purchase Price to the Seller's Solicitors as stakeholder
by means of direct bank telephone transfer bankers draft or a cheque drawn
on a solicitors client account. Interest on the deposit shall belong to
the Seller in any event
5.2 If the deposit shall be less than 10% of the Purchase Price then
notwithstanding the payment of a lesser amount as the deposit the balance
of the sum equal to 10% of the Purchase Price shall at all times remain
due to the Seller and in the event of a rescission or failure to complete
through no fault of the Seller such balance shall be immediately
recoverable by the Seller from the Buyer as a condition of the Contract
and without prejudice to any other remedies available to the Seller
5.3 In the event of the Buyer failing to complete the purchase of the First
Property in accordance with the terms of this agreement then if this
agreement is rescinded by the Seller prior to the Second Completion Date
the maximum amount of the Deposit which the Seller can forfeit shall be
GBP37,500
6. VAT
6.1 All sums payable under this agreement (including the Purchase Price) are
deemed to be exclusive of VAT
6.2 The Buyer shall pay in addition to any other monies or other consideration
due pursuant to this agreement at the respective times when the monies or
other consideration are due such VAT as shall be chargeable in respect of
such
6.3 The Seller warrants that it has not made any election to charge VAT on the
Property and will not do so prior to completion of the sale of the
Property and VAT shall not be charged on the Purchase Price unless a
change in legislation prior to completion imposes an obligation on the
Seller to charge VAT
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7. Completion
7.1.1 Completion of the sale and purchase of the First Property shall take place
on the First Completion Date
7.1.2 Completion of the sale and purchase of the Second Property shall take
place on the Second Completion Date
7.2.1 The Second Completion Date shall be the earlier of:
(a) 13th June 2003 and
(b) 10 days after the Seller serves written notice on the Buyer
requiring completion to take place
7.3.1 On completion of the sale and purchase of the First Property the Buyer
shall pay to the Seller the full amount of the First Purchase Price
7.3.2 On completion of the sale and purchase of the Second Property the Buyer
shall pay to the Seller the balance of the Second Purchase Price after
deduction of the deposit referred to in clause 5.1
7.4 On completion of the sale and purchase of the Second Property the Seller
will assign to the Buyer with full title guarantee the Lease
7.5 Completion of the sale and purchase of both the First Property and the
Second Property respectively shall take place at the offices of the
Seller's Solicitors or such other place as they may reasonably direct and
in any event the Seller's Solicitors shall be notified in writing or by
telephone by the Buyer's Solicitors immediately any telegraphic transfer
is put in hand
7.6 On completion of the First Property and the Second Property the Seller
shall procure and deliver to the Buyer a Deed of Release (insofar as may
be appropriate) and letter of non-crystallisation in respect of any
debenture registered against the Company at Companies House in particular
the Debenture dated 15th August 2002 in favour of HSBC Bank plc
7.7 If at their absolute discretion the Seller's Solicitors shall agree to
effect completion by post then the Law Society's Code for Completion by
Post (1984 Edition) (the "Code") shall apply and the Seller's Solicitors
shall not be obliged to verify what funds have been received by their
bankers unless and until they are in receipt of a telephone call or fax
letter from the Buyer's Solicitors naming their bankers and simultaneously
confirming that the full amount due on completion is already in transit
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7.8 If for any reason other than the wilful default of the Seller completion
does not take place on the Completion Date the Buyer shall pay to the
Seller's Solicitors the cost of recalculating the completion figures and
of serving any notice to complete and of all additional correspondence
incurred such costs being not less than One Hundred Pounds (GBP100) plus
VAT in any event
7.9 For the avoidance of doubt the rights of the Seller under Standard
Condition 7.5 shall arise if the Buyer fails to complete the purchase of
the First Property but without prejudice to the rights of the Seller under
this agreement in relation to completion of the Second Property
8. Capacity
8.1 The First Assurance and Second Assurance shall state that the Seller sells
with full title guarantee
8.2 The First Assurance and Second Assurance are to have effect as if the
dispositions are expressly made subject to all matters to which the
Property is sold subject under the provisions of this agreement which are
deemed to be particular matters for the purposes of Section 6(1) Law of
Property (Miscellaneous Provisions) Xxx 0000
9. The Property is sold with vacant possession on completion save only that
part of the First Property to be the subject of the Lease
10. Matters to which the Property is Sold
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The Property is sold subject to: -
10.1 Any matter or thing registered or capable of registration in the local
land charges register whether or not actually so registered
10.2 All notices served and orders proposals schemes demands or requirements
made by any local public or other competent authority whether before or
after the date of this agreement without any obligation on the Seller to
disclose the same
10.3 All actual or proposed charges notices orders restrictions agreements
conditions contraventions or other matters arising under enactments
relating to the Planning Acts and Town and Country Planning
10.4 All easements and quasi easements rights of way watercourses wayleaves
rights or similar matters whether or not apparent on inspection without
prejudice to the Seller's duty to disclose all easements rights and
liabilities known to the Seller other than the existence of those known to
the Buyer or which a prudent purchaser would have discovered
10.5 All sewage water and road charges drainage rates and other outgoings as
may now affect or be charged upon the Property
11. Title
Title to the Property is registered at H M Land Registry with absolute
title under title number WSX158083 and title has been deduced in
accordance with Section 110 of the Land Registration Act 1925 save that
the copies of the entries on the Register the filed plan and any documents
referred to shall be office copies
12. Incumbrances
12.1 The Property is sold subject to and (where appropriate) with the benefit
of the matters contained or referred to in the registers of the above
mentioned title number that are disclosed in office copies dated 18th
December 2002 save for any charges of a financial nature
12.2 The Buyer's Solicitors having been supplied with copies of the matters
contained or referred to in the registers as at 18th December 2002 prior
to the date of this agreement the Buyer shall be deemed to purchase with
full knowledge and notice of the same and shall not make any objection or
raise any requisition in relation to them save in respect of any disclosed
by pre-completion searches or any charges of a financial nature
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12.3 The Property is sold subject to any overriding interests
13. Indemnity
The First Assurance and the Second Assurance shall both contain a covenant
that the Buyer and the persons deriving title under the Buyer will observe
and perform the covenants stipulations and provisions contained or
referred to in entry numbers 1, 2 and 3 of charges the registers of the
above mentioned title number and will indemnify and keep the Seller and
its successors in title and estates and effects fully and effectually
indemnified against all actions charges costs claims and demands arising
out of any breach non-observance or non-performance of those covenants
stipulations and provisions
14. Insurance
14.1 The Seller shall maintain insurance of the Property until completion of
the First Property and of the Second Property until the Second Completion
Date:
14.1.1 with reputable insurers
14.1.2 in a sum sufficient to cover full rebuilding site clearance shorting up
professional fees and Value Added Tax
14.1.3 against fire lightning explosion earthquake landslip riot civil commotion
aircraft aerial devices storm flood water theft impact by vehicles and
damage by malicious persons
14.1.4 so far as cover is available at the normal insurance rates for the
locality and subject reasonable excesses and exclusions and
14.1.5 request the insurer that the interest of the Buyer is noted on the policy
and
14.1.6 if so requested by the Buyer produce to the Buyer on demand evidence from
the insurer that the policy is in force in compliance with this clause
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15. New Covenants
The Buyer shall in the First Assurance covenant with the Seller to the
intent that the burden of the covenants will run with and bind the First
Property and every part of it and that the benefit of the covenants will
be annexed to and run with the Second Property and every part of it to
observe and perform the restrictions and stipulations set out in the Third
Schedule
16. Notices
16.1 A notice or document shall be in writing and may be validly served if
given or delivered to the Buyer's Solicitors or the Seller's Solicitors
for the time being
16.2 Any notice required to be given is to be treated as properly given or
served if compliance is made with the provisions of Section 196 of the Law
of Property Act 1925 (as amended by the Recorded Delivery Service Act
1962) save that the parties hereto agree that service by way of facsimile
letter shall be deemed valid service on the day of transmission if sent to
the other party's Solicitors for the time being before 4 pm on any working
day (as defined in the Standard Conditions) the sending party having
evidence that the facsimile was transmitted before 4 pm
17. No Implied Rights
Save as otherwise expressly provided in this agreement the sale of the
First Property does not include and the First Assurance shall not contain
nor shall there by conferred on the Buyer by implication of law or
otherwise any easement right or privilege of any kind in respect of the
Second Property or any part of it and neither Section 62 of the Law of
Property Xxx 0000 nor the rule of implied grant known as the rule in
Xxxxxxxx x. Xxxxxxx nor any other rule of similar effect shall apply so as
to create or transfer, to the Buyer any such easement right or privilege.
The First Assurance shall contain a declaration to the effect provided in
this clause
18. Condition of Property
The Buyer admits that it has inspected the Property and purchases it with
full knowledge of its actual state and condition and shall take the
Property as it stands 19.
19. Representations
For the purposes of the Misrepresentation Xxx 0000 and generally the Buyer
acknowledges he has inspected the Property and purchases it with full
knowledge of its state and condition and the Buyer now admits that he
enters into this agreement as a result of his own inspection and that save
as to such written statements of the Seller's Solicitors made to any
written enquiries made by the Buyer's Solicitors prior to the making of
this agreement which are incapable of independent verification by
inspection of the Property search or enquiry of any Local or other Public
Authority (irrespective of whether or not any such inspection of the
Property or search or enquiry has been made) the Buyer has not entered
into this agreement in reliance wholly or partly on any statement or
representation made to the Buyer by the Seller the Seller's agents or the
Seller's Solicitors and no such statement or representation shall form
part of this agreement
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20. Description of Property
The Property is believed to be and shall be taken as correctly described
and any error mis-statement or omission found in these conditions or in
any statement or preliminary answer made by or on behalf of the Seller
concerning the Property shall not annul the sale or entitle the Buyer to
be discharged from the purchase nor save where the mis-statement error or
omission relates to a material matter affecting the description or the
value of the Property shall any damages be payable or compensation allowed
to the Buyer
21. Title Descriptions
21.1 The Seller shall not be required to define the exact boundaries or the
ownership of the fences ditches xxxxxx or walls bounding the Property nor
shall the Seller be required to furnish any evidence as to the identity of
the present with any former descriptions of the Property or any part
thereof beyond the evidence (if any) which may be afforded by the
documents of title themselves and the Buyer shall notwithstanding any
discrepancies variations in names quantities measurements boundaries
abuttals or any differences between different editions of the Ordnance
Survey or otherwise admit to the identity of the Property with that
comprised in the documents of title upon the evidence afforded by a
comparison of the description herein and the said documents and plans
thereto
21.2 The Seller shall not be required to reconcile different descriptions (if
any) of any part of the Property nor in particular to identify any part or
parts of the Property with any part or parts of the land comprised in any
of the documents of title
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21.3 In so far as Memoranda are endorsed upon any documents of title evidencing
the conveyance of land being former parts of the Property respectively
comprised therein the Seller shall not be under any liability to define
the land so conveyed or to provide any information whatsoever concerning
the contents of the conveyances the subject of such Memoranda
21.4 The Agents sale particulars do not form part of this agreement and any
measurements and the description of the Property therein are not warranted
by the Seller as accurate
22. Alienation
This agreement is personal to the Buyer and shall not be capable of
assignment but the Seller may be required to convey or transfer the First
Property and/or the Second Property to a person or persons other than to
the Buyer
23. Non Merger
The provisions of this agreement shall not merge on completion of the
Assurance of the Property so far as they remain to be performed
24. Third Parties
Except as may be expressly provided in this agreement a person who is a
party to this agreement will not have rights under or in connection with
or by virtue of the Contracts (Rights of Third Parties) Xxx 0000
25. Variation
This agreement constitutes the entire Contract between the parties and may
only be varied or modified (whether by way of collateral contract or
otherwise) in writing under the hands of the parties or their respective
Solicitors
26. Pending completion
26.1 The Seller shall not carry out any development on the Property or any
part
26.2 The Seller shall not object to any planning application submitted by the
Buyer for any development of the Property or any part thereof provided
that the Buyer shall not implement any planning consent or consents on the
First Property until completion of the sale and purchase of the First
Property and shall not implement any planning consent or consents on the
Second Property until completion of the sale and purchase of the Second
Property. If prior to completion of the sale and purchase of the Second
Property the Buyer shall wish to implement any planning consent on the
First Property which relates to or includes the Second Property the Buyer
shall before such implementation use all reasonable endeavours to procure
a letter from the planning authority confirming that the partial
implementation of the planning consent will not prejudice the continuing
use of the Second Property for its existing purposes in the event of the
Buyer failing to complete the purchase of the Second Property
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26.3 The Buyer may submit any planning application for the construction of
conservatories garaging and ancillary stabling on the First Property
and/or the Second Property but shall not implement any planning consent or
consents arising therefore until after completion of the sale and purchase
of the Second Property
26.4 The Seller shall not assign or underlet or part with possession of the
premises demised by the Lease or any part thereof
27. Access
The Buyer shall be permitted access during normal business hours to the
garden and open areas of the Property as from the date of this agreement
for the purpose of undertaking gardening work Provided Always that:
(a) the Buyer shall not remove any cultivated plants trees or shrubs
without the Seller's prior consent and
(b) the access granted hereby may be terminated by the Seller at any time
on notice in writing
AS WITNESS the hands of the parties hereto the day and year first before written
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THE FIRST SCHEDULE
Rights
Conduits
1. The right to the free and uninterrupted passage and running of Utilities
from and to the First Property in and through the Conducting Media which
now are in or on the Second Property
Access
2. The right of way at any time and with or without vehicles over and along
the access road shown cross hatched black on plan 1 subject to the Buyer
paying a fair proportion of the cost of the maintenance and upkeep of such
access road from time to time
Support Light Shelter
3. The rights of support shelter now or hereafter belonging to or enjoyed by
the First Property
THE SECOND SCHEDULE
Rights Reserved
Conduits
1. The right to the free and uninterrupted passage and running of Utilities
from and to the Second Property in and through the Conducting Media which
now are or may hereafter during the Term be in or on the First Property
Construction
2. The right to construct and to maintain in or on the First Property at any
time during the period of 80 years from the date hereof (which shall be
the "perpetuity period" applicable) any Conducting Media or Utilities for
the benefit of the Second Property provided that in exercising such right
the Transferor shall cause as little interference as possible to the
Transferees beneficial enjoyment of the Property and shall make good any
damage caused
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Access
3.1 The right at any time upon reasonable notice except in cases of emergency
to enter the First Property to inspect cleanse connect lay repair remove
relay replace with others alter or execute any works whatever to or in
connection with the Conducting Media or the Utilities referred to in
paragraphs 1 and 2 of this Schedule provided that in exercising such right
the Transferor shall cause as little interference as possible to the
Transferees beneficial enjoyment of the Property and shall make good any
damage caused
Scaffolding
4. The right to erect scaffolding for the purpose of repairing or cleansing
any buildings on the Second Property notwithstanding that such scaffolding
may temporarily restrict the access to or enjoyment and use of the First
Property provided that such scaffolding shall be removed as soon as
practicable
Support Light Shelter
5. The rights of light air shelter and all other easements and rights now or
hereafter belonging to or enjoyed by the Second Property
Light
6. Full right and liberty hereafter:
(a) to alter raise the height of or re-build any building on the Second
Property (b) to erect any new buildings of any height on the Second
Property in such manner as it shall think fit notwithstanding the fact
that the same may obstruct affect or interfere with the amenity of or
access to the First Property or the passage of light and air to the First
Property
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THE THIRD SCHEDULE
Covenants
1 Not to carry on or permit to be carried on on the First Property any act
or omission which shall be or cause a nuisance or annoyance to the Seller
and its successors in title of the Second Property
2. Not to use the First Property other than as offices or for private
residential purposes
3. Not to obstruct or cause or permit the obstruction of the access road
referred to in clause 2 of the First Schedule
SIGNED by Xxxxxxx Xxxxx /s/ Xxxxxxx Xxxxx
Done with understanding for and
on behalf of the Buyer
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SIGNED on behalf of the Seller /s/ Xxxxx Xxxxxx
SIGNED by the Buyer
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