THE PROPERTY TRANSFER Sample Clauses
THE PROPERTY TRANSFER. 6.1 On the Completion Date or, if later, on legal completion the Seller or relevant member of the Seller’s group will deliver a duly executed Property Transfer of each of the Business Properties to the Purchaser or as the Purchaser may direct.
6.2 The Seller will not by reason of the covenants implied by statute or otherwise expressed in any Property Transfer of a Business Property which is leasehold be deemed to covenant expressly or impliedly that the obligations contained in any lease of the Business Property relating to its state and condition have been complied with and the Property Transfer will contain a declaration to that effect.
6.3 On the Completion Date or, if later, on legal completion the Seller or relevant member of the Seller’s group will deliver a duly executed Underlease of each of the Leased Properties to the Purchaser or as the Purchaser may direct.
6.4 The terms of each Underlease shall be as follows:
(A) the proposed Underlease shall be granted on the same terms and conditions as the lease vested in the Property Owner where the Leased Property is leasehold and shall otherwise be on such terms as the Seller and Purchaser agree (both parties acting reasonably);
(B) the rent reserved by the proposed Underlease shall be such sum as is set out in Part B of schedule 1;
(C) the rent commencement date shall be the Completion Date; and
(D) the term of the proposed Underlease shall be the term set out in Part B of schedule 1.
6.5 Immediately after the date of this agreement, the Seller and the Purchaser will negotiate in good faith with a view to agreeing prior to the Completion Date the detailed terms of each proposed Underlease and Property Transfer.
THE PROPERTY TRANSFER. 7.1 Subject to PARAGRAPH 7.3, on the Property Completion Date or, if later, on legal completion the Transferor will procure that the Leadenhall Tenant shall deliver a duly executed Property Transfer of the Leadenhall Business Property to the Transferee or as the Transferee may direct and the Transferor will procure that the Leadenhall Tenant assigns with full title guarantee.
7.2 The Transferor and the Leadenhall Tenant will not by reason of the covenants implied by statute or otherwise expressed in any Property Transfer of the Leadenhall Business Property be deemed to covenant expressly or impliedly that the obligations contained in any lease of the Leadenhall Business Property relating to its state and condition have been complied with and the Property Transfer will contain a declaration to that effect.
7.3 If the Leadenhall Tenant has applied to the relevant landlord for its consent to an underlease in accordance with PARAGRAPH 4.5(B) and the Leadenhall Tenant has obtained such consent (but has not obtained a consent for the transfer or assignment), on legal completion the Transferor will procure that the Leadenhall Tenant delivers a duly executed underlease of the Leadenhall Business Property to the Transferee or as the Transferee may direct and the Transferee will accept the underlease and will deliver a duly executed counterpart to the Leadenhall Tenant.
THE PROPERTY TRANSFER. (A) Legal completion of the transfer of the Business Properties shall take place on Completion.
(B) On legal completion the relevant Business Seller will deliver a duly signed or executed Property Transfer of the Business Property to the Purchaser.
(C) On legal completion, the Seller, insofar as it is able, will transfer whatever right and interest it has in the land adjoining the Business Property known as the car park land situate on the south west of the Business Property, such transfer being in a form agreed between the Seller and the Purchaser both acting reasonably.
THE PROPERTY TRANSFER. 7.1 The Purchaser will at its own expense execute an H.M. Land Registry form TR1 relating to the UK Properties with registered and unregistered title (which in this Part B of this Schedule shall together be referred to as the "Property Transfer") in duplicate and deliver the duplicate (duly stamped and denoted) to, or to the order of, Croda International as soon as practicable after First Completion.
7.2 On the First Completion Date Croda Polymers will deliver duly executed Property Transfer relating to all of the UK Properties to, or to the order of, the Purchaser.
7.3 Croda Polymers shall not be required to execute a Property Transfer except to the Designated Purchaser.
7.4 Croda Polymers sells with full title guarantee. For the purposes of this paragraph:
(A) Croda Polymers' compliance with the covenant for further assurance implied by section 2(1)(b) of the Law of Property (Miscellaneous Provisions) Act ▇▇▇▇ ▇▇▇ll be at the cost of the Purchaser; and
(B) in addition to not being liable for the matters and things referred to in section 6(1) or (2) of that Act, Croda Polymers shall not be liable under the covenants implied by virtue of section 2(1)(a) or section 3 of that Act in respect of matters which are referred to in the Disclosure Letter or are matters of public record or in respect of instruments or matters of which the Purchaser is deemed to 121 115 have actual notice by section 198 of the Law of Property Act ▇▇▇▇, ▇▇e sale being expressly made subject to them.