DATED: 14 SEPTEMBER 2007 FOCUS INFORMATION LIMITED (the Seller) and TRAFIGURA LIMITED (the Buyer) Contract for Sale and Purchase –of– Premises known as GIBSON, DUNN & CRUTCHER LLP Telephone House Ref: AAS/CJB/19486.00018 22251_2.doc
Exhitit
10.1
DATED: 14 SEPTEMBER
2007
FOCUS
INFORMATION LIMITED
(the
Seller)
and
TRAFIGURA
LIMITED
(the
Buyer)
_________________________________________________________
–of–
Premises
known as
Part
Third Floor (South) ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇
_________________________________________________________
▇▇▇▇▇▇,
▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
__________
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇
▇-▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇
▇▇▇▇
▇▇▇▇ Tel ▇▇▇ ▇▇▇▇
▇▇▇▇ Fax
Ref: AAS/CJB/19486.00018
22251_2.doc
Contents
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Clause
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1.
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Interpretation
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3
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| 2. | Sale and purchase |
4
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| 3. |
Conditions
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5
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| 4. | Risk and insurance |
5
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| 5. |
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Deposit
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5
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| 6. | Deducing title |
5
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| 7. |
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Vacant
Possession
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6
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| 8. | Title guarantee |
6
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9.
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Matters
affecting the Property
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6
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| 10. | Consent |
6
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11.
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Assignment
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8
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| 12. | VAT |
9
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13.
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Completion
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9
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| 14. |
Apportionment
of rent payable under the Lease
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10
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15.
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Service
charge due under the Lease
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10
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| 16. |
Buyer's
acknowledgement of condition
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11
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17.
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Entire
agreement
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11
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| 18. |
Joint
and several liability
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12
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19.
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Notices
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12
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| 20. |
Rights
of third parties
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13
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21.
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Governing
law and jurisdiction
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13
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| Schedule | Documents of title referred to in clause 6 | |||
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14
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THIS CONTRACT
is dated: 14 September 2007
Parties
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(1)
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FOCUS
INFORMATION LIMITED (formerly Property Intelligence Limited)
incorporated and registered in England and Wales with company number
01789170 whose registered office is at ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(Seller).
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(2)
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TRAFIGURA
LIMITED incorporated and registered in England and Wales with
company number 02737924 whose registered office is at ▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(Buyer).
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Agreed
terms
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1.
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Interpretation
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1.1
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The
definitions in this clause apply in this
contract.
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Buyer's
Conveyancer: Grundberg Mocatta Rakison LLP, ▇▇-▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (Ref: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇).
Completion
Date: 24th June 2008 (or such earlier date as may be
specified in accordance with a notice served by the Seller pursuant to the
provisions of clause 13.2).
Consent:
the consent of the landlord to the assignment to the Buyer of the residue of
the
term granted by the Lease.
Contract
Rate: 4% per annum above the base lending rate from
time to time of Barclays Bank PLC.
Deposit:£1,500,000.00
(exclusive of VAT).
Landlord:
the person entitled to the immediate reversion to the Lease.
Lease:
the lease of the premises known as Part Third Floor (South), ▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ dated 8th August 2003 and made between ▇▇▇/▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ (No.1) Limited and ▇▇▇/▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ (No.2) Limited (1) and Property
Intelligence Plc (2) and every document varying or supplemental or collateral
to
it.
Part
1 Conditions: the conditions in Part 1 of the Standard
Commercial Property Conditions (Second Edition) and Condition
means any one of them.
Part
2 Conditions: the conditions in Part 2 of the Standard
Commercial Property Conditions (Second Edition).
Property:
the leasehold property at Part Third Floor (South), ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ as demised by the Lease.
Purchase
Price: such amount as may be payable by the Buyer to
the Seller pursuant to the provisions of clause 13.3, 13.4 or 13.5 as
appropriate.
3
Seller's
Conveyancer: ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP of
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇/▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (Ref: ▇▇▇▇
▇▇▇▇▇▇/19486.00018).
Superior
Landlord: the person entitled to the reversion
(whether immediate or not) expectant on the determination of the term granted
by
a Superior Lease.
Superior
Lease: a lease which is superior to the
Lease.
VAT:
value added tax chargeable under the Value Added Tax ▇▇▇ ▇▇▇▇ and any similar
replacement and any similar additional tax.
1994
Act: Law of Property (Miscellaneous Provisions) ▇▇▇
▇▇▇▇.
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1.2
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The
rules of interpretation in this clause apply in this
contract.
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1.3
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A
person includes a corporate or unincorporated
body.
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1.4
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Unless
otherwise specified, a reference to a particular law is a reference
to it
as it is in force for the time being, taking account of any amendment,
extension, application or re-enactment and includes any subordinate
legislation for the time being in force made under
it.
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1.5
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A
reference to laws in general is to all local, national and directly
applicable supra-national laws in force for the time being, taking
account
of any amendment, extension, application or re-enactment and includes
any
sub-ordinate laws for the time being in force made under them and
all
orders, notices, codes of practice and guidance made under
them.
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1.6
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The
expression tenant covenant has the meaning given to it by
the Landlord and Tenant (Covenants) ▇▇▇
▇▇▇▇.
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1.7
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Writing
or written includes faxes but not
e-mail.
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1.8
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Except
where a contrary intention appears, a reference to a clause or Schedule
is
a reference to a clause of or Schedule to this
contract.
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1.9
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Clause
and Schedule headings do not affect the interpretation of this
contract.
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2.
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Sale
and purchase
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2.1
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The
Seller will sell and the Buyer will buy the residue of the term of
years
granted by the Lease for the Purchase Price on the terms of this
contract.
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2.2
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The
Buyer cannot require the Seller to:
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(a)
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assign
the Lease or any part of it to any person other than the Buyer;
or
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(b)
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assign
the Lease in more than one parcel or by more than one transfer;
or
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(c)
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apportion
the Purchase Price between different parts of the
Property.
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4
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3.
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Conditions
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3.1
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The
Part 1 Conditions are incorporated in this contract so far as
they:
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(a)
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apply
to a sale by private treaty;
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(b)
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relate
to leasehold property;
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(c)
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are
not inconsistent with the other clauses in this contract;
and
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(d)
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have
not been modified or excluded by any of the other clauses in this
contract.
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3.2
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The
Part 2 Conditions are not incorporated into this
contract.
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3.3
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Condition
1.1.4(a) does not apply to this
contract.
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4.
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Risk
and insurance
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4.1
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With
effect from exchange of this contract, the Property is at the Buyer's
risk
and the Seller is under no obligation to the Buyer to insure the
Property.
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4.2
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No
damage to or destruction of the Property, nor any deterioration in
its
condition, however caused, will entitle the Buyer either to any reduction
of the Purchase Price or to refuse to complete or to delay
completion.
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4.3
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Conditions
7.1.2, 7.1.3 and 7.1.4(b) do not apply to this
contract.
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5.
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Deposit
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5.1
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On
the date of this contract, the Buyer will pay the Deposit by direct
credit
to the Seller's Conveyancer as stakeholder on terms that on completion
the
Deposit is paid to the Seller with accrued
interest.
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5.2
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Conditions
2.2.1 and 2.2.2 do not apply to this
contract.
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6.
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Deducing
title
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6.1
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The
Seller's title to the Lease has been deduced to the Buyer's Conveyancer
before the date of this contract and commences with the
Lease. The documents of title are listed in the Schedule and
copies have been given to the Buyer's
Conveyancer.
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6.2
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The
Buyer is deemed to have full knowledge of the title and is not entitled
to
raise any objection, enquiry or requisition in relation to
it.
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6.3
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Conditions
6.1, 6.2, 6.3.1 and 6.4.2 do not apply to this
contract.
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5
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7.
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Vacant
possession
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7.1
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The
Property will be sold with vacant possession on completion (subject
to
clause 16).
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8.
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Title
guarantee
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8.1
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The
Seller will assign the Lease with full title guarantee but the covenants
implied by sections 3 and 4 of the 1994 Act shall be limited so that
the
Seller will have no liability under them for the consequences of
any
breach of the terms of the Lease relating to the physical state or
condition of the Property.
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8.2
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Condition
6.6.2 does not apply to this
contract.
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9.
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Matters
affecting the Property
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9.1
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The
Seller will assign the residue of the term of years granted by the
Lease
free from encumbrances other than:
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(a)
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the
tenant covenants and all terms and conditions contained or referred
to in
the Lease;
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(b)
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any
matters discoverable by inspection of the Property before the date
of this
contract;
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(c)
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any
matters which the Seller does not and could not reasonably know
about;
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(d)
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any
matters disclosed or which would have been disclosed by the searches
and
enquiries which a prudent buyer would have made before entering into
this
contract;
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(e)
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public
requirements;
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(f)
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any
matters which are, or (where the Lease is not registered) would be,
unregistered interests which override first registration under Schedule
1
to the Land Registration ▇▇▇ ▇▇▇▇;
and
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(g)
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any
matters disclosed in the documents listed in the
Schedule.
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9.2
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Conditions
3.1.1, 3.1.2, 3.1.3 and 3.3 do not apply to this
contract.
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9.3
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The
Buyer is deemed to have full knowledge of the matters referred to
in
clause 9.1 and will not raise any enquiry, objection, requisition
or claim
in respect of any of them.
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10.
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Consent
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10.1
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Completion
is conditional on Consent being
obtained.
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10.2
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Subject
to the Buyer complying with all its obligations under this clause,
the
Seller will apply for and use all reasonable endeavours to obtain
Consent
but the Seller will not be obliged to seek any declaration of the
Court
that Consent has been or is being unreasonably
withheld.
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6
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10.3
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The
Buyer will, without delay:
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(a)
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supply
all information, accounts and references as the Landlord, any Superior
Landlord or the Seller may require in connection with an application
for
or consideration of Consent;
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(b)
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ensure
that any amendments that the Buyer proposes to make to the form of
Consent
or to any document mentioned in clause 10.3(c) that has been submitted
to
the Buyer or to the Buyer's Conveyancer, are reasonable and are
communicated promptly to the Seller's
Conveyancer;
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(c)
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(it
being the intention of the parties that the Seller shall not be required
to enter into an Authorised Guarantee Agreement), if either the Landlord
or any Superior Landlord does not accept that the Buyer meets the
profits
test set out in clause 4.14.11(b) of the Lease, then the Buyer will
provide either:
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(i)
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a
deposit of £375,000 and otherwise comply with clause 4.14.11(a)(i) of the
Lease; or
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(ii)
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a
bank guarantee for £375,000 and otherwise comply with clause
4.14.11(a)(ii) of the Lease; or
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(iii)
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such
other security as the Landlord or any Superior Landlord may require
under
clause 4.14.11(a)(iii) of the
Lease.
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For
the
avoidance of doubt the Seller will not in any circumstances be required to
enter
into an Authorised Guarantee Agreement;
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(d)
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pay,
on a full indemnity basis, the costs of the Landlord, any Superior
Landlord and their professional advisors in connection with the
application for and consideration and grant of Consent (save that
the
Seller will pay such costs up to £3,000 plus VAT) and all such costs in
relation to any rent deposit deed or similar documentation that is
ancillary to the grant of Consent;
and
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(e)
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execute
the documents containing Consent and execute or procure the execution
of
the documents (if any) required to be entered into pursuant to clause
10.3(c), each in the form reasonably required by the Landlord or
by any
Superior Landlord. The Buyer will return all such documents
duly executed to the Seller's Conveyancer within three working days
after
the engrossments have been submitted to the Buyer's
Conveyancer.
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10.4
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If
Consent has not been obtained by 4.00 pm on the working day immediately
preceding the Completion Date, this contract may be
rescinded:
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(a)
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by
the Seller giving notice to the Buyer;
or
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(b)
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by
the Buyer giving notice to the Seller, provided that before giving
the
notice the Buyer must have complied with its obligations under clause
10.3.
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7
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10.5
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Without
prejudice to Condition 9.2, if a notice to rescind is served under
this
clause, neither of the parties will have any further rights or obligations
under this contract except that:
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(a)
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the
Buyer will continue to be liable to pay or refund any costs which
it is
liable to pay or refund under this
contract;
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(b)
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the
Seller's rights in connection with any breach of this contract by
the
Buyer which may have occurred before service of the notice to rescind
will
be unaffected;
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10.6
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Condition
10.3 does not apply to this
contract.
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11.
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Assignment
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11.1
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The
assignment to the Buyer will
contain:
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(a)
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a
declaration as to the title guarantee with which the assignment is
made as
stated in this contract, and the following
statements:
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(i)
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The
covenant set out in section 3 of the Law of Property (Miscellaneous
Provisions) ▇▇▇ ▇▇▇▇ shall not extend to any breach of the lease
relating
to the physical state or condition of the
property.
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(ii)
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The
covenant set out in section 4 of the Law of Property (Miscellaneous
Provisions) ▇▇▇ ▇▇▇▇ shall not extend to any breach of the lease
relating
to the physical state or condition of the
property.
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(b)
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a
provision that the disposition effected by the assignment is made
subject
to all the matters to which this Contract is made subject as set
out in
clause 9;
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(c)
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a
provision that all matters recorded at the date of the assignment,
in
registers open to public inspection, are deemed to be within the
actual
knowledge of the Buyer for the purposes of section 6(2)(a) of the
1994
Act, notwithstanding section 6(3) of the 1994
Act;
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(d)
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a
provision that the Property will not, by virtue of the assignment,
have
any rights, easements or the benefit of any other matters over land
retained by the Seller other than those (if any) which are expressly
mentioned in or granted by the assignment and a provision that section
62
of the Law of Property ▇▇▇ ▇▇▇▇ will not apply to the
assignment;
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(e)
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a
covenant by the Buyer that the Buyer and its successors in title
will from
the date of the assignment until the end of the term granted by the
Lease
pay the rents reserved by the Lease and observe and perform the tenant
covenants of the Lease and keep the Seller indemnified against all
proceedings, costs, claims and expenses arising because of any failure
to
do so; and
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8
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(f)
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a
covenant by the Buyer by way of indemnity only, on its own behalf
and on
behalf of its successors in title, to observe and perform the charges,
encumbrances, covenants and restrictions contained or referred to
in the
documents listed in the Schedule in so far as they are subsisting
and
capable of taking effect and to keep the Seller indemnified against
all
proceedings, costs, claims and expenses arising from any failure
to do
so.
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11.2
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The
Buyer and the Seller will execute the assignment in counterpart and
original.
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12.
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VAT
|
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12.1
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Each
amount stated to be payable by the Buyer to the Seller under or pursuant
to this contract is exclusive of VAT (if
any).
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12.2
|
If
any VAT is chargeable on any supply made by the Seller under or pursuant
to this contract, the Buyer will on receipt of a valid VAT invoice,
pay
the Seller an amount equal to that VAT as additional consideration
on
completion.
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13.
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Completion
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13.1
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Completion
will take place on the Completion Date when the balance of the Purchase
Price will be payable by the Buyer to the
Seller.
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13.2
|
The
Seller may at any time after the date of this Agreement serve written
notice on the Buyer giving not less than 15 working days notice of
such
earlier date it wishes to complete the assignment (which date shall,
for
the purposes of this Agreement, then become the Completion
Date).
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13.3
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If
the Seller serves notice on the Buyer in accordance with clause 13.2
and
specifies a completion date of 29 February 2008 or earlier the Purchase
Price will be £4,000,000 exclusive of
VAT.
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13.4
|
If
the Seller serves notice on the Buyer in accordance with clause 13.2
and
specifies a completion date between 1 March 2008 and 31 March 2008
(inclusive) the Purchase Price will be £3,500,000 exclusive of
VAT.
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13.5
|
If
either (i) no notice is served by the Seller on the Buyer in accordance
with clause 13.2 or (ii) the Seller serves notice on the Buyer in
accordance with clause 13.2 and specifies a completion date between
1
April 2008 and 23 June 2008, in each case the Purchase Price shall
be
£3,000,000 exclusive of VAT.
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13.6
|
Time
will be of the essence in respect of the dates set out in clauses
13.3 and
13.4 with the intent that if:
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(a)
|
the
Seller specifies a completion date of 29 February 2008 or earlier
but
actual completion does not occur until after 29 February 2008 due
to the
act or default of the Seller (but not otherwise), then the Purchase
Price
payable at the date of actual completion shall be £3,500,000 exclusive of
VAT (provided actual completion occurs between 1 March 2008 and 31
March
2008 (inclusive)) or £3,000,000 exclusive of VAT if actual completion
occurs at any time after 31 March 2008;
or
|
9
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(b)
|
the
Seller specifies a completion date between 1 March 2008 and 31 March
2008
(inclusive) but actual completion does not occur until after 31 March
2008
due to the act or default of the Seller (but not otherwise), then
the
Purchase Price payable at the date of actual completion shall be
£3,000,000 exclusive of VAT.
|
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13.7
|
Time
will not be of the essence in respect of completion of the assignment
(as
distinct from the Purchase Price payable at actual completion) and
Condition 8.8 will apply in the event that the assignment is not
completed
on the Completion Date.
|
|
13.8
|
Condition
8.4 is amended to add, "(d) any other sum which the parties agree
under
the terms of the contract should be paid or allowed on
completion".
|
|
14.
|
Apportionment
of rent payable under the
Lease
|
|
14.1
|
In
this clause the following definitions
apply:
|
Lease
Rent: the annual rent first reserved by the
Lease.
Lease
Rent Payment Day: a day under the Lease for
payment of the Lease Rent or an instalment of the Lease Rent.
|
14.2
|
The
Lease Rent will be apportioned so that on completion the Buyer will
pay or
allow the Seller:
|
|
A
x B
365
|
where:
A
is the Lease Rent payable at the date of completion; and
B
is the number of days from and including the day of completion to but excluding
the next Lease Rent Payment Day.
|
15.
|
Service
charge due under the Lease
|
The
service charge payable under the Lease will be apportioned only in so far as
it
is made up of items of expenditure that recur annually or more
frequently. The Buyer will indemnify the Seller for any other items
of service charge expenditure that are billed by the Landlord to the Seller
after the date of this contract. When the actual service charge for the
accounting period (as defined in the Lease) has been ascertained by the Landlord
the Buyer will inform the Seller in writing and the amount of any surplus
service charge due from or paid by the Seller shall be paid by the Buyer to
the
Seller as soon as reasonably practicable and mutatis mutandis the Seller shall
pay to the Buyer the amount of any deficit duly apportioned for the period
of
its ownership of the Property in the said accounting period.
10
|
16.
|
Buyer's
acknowledgement of
condition
|
|
16.1
|
The
Buyer acknowledges that before the date of this contract, the Seller
has
given the Buyer and others authorised by the Buyer, permission and
the
opportunity to inspect, survey and carry out investigations as to
the
condition of the Property. The Buyer has formed its own view as
to the condition of the Property and the suitability of the Property
for
the Buyer's purposes. The Buyer acknowledges that the Seller will
have no
decorating or repairing obligations at or after the Completion Date
and
the Property will be left at completion "as is" save that the Property
will be left in a clean and tidy condition free of all moveable fixtures
and fittings (other than those items listed in the inventory annexed
to
this agreement).
|
|
16.2
|
The
sale and purchase will include those items at the Property described
in
the inventory annexed to this
agreement.
|
|
17.
|
Entire
agreement
|
|
17.1
|
This
contract constitutes the entire agreement and understanding of the
parties
and supersedes any previous agreement between them relating to the
subject
matter of this contract.
|
|
17.2
|
The
Buyer acknowledges and agrees that in entering into this contract,
it does
not rely on and shall have no remedy in respect of any statement,
representation, warranty, collateral agreement or other assurance
(whether
made negligently or innocently) of any person (whether party to this
contract or not) other than as expressly set out in this contract
or in
any written replies which the Seller's Conveyancer has given to any
written enquiries raised by the Buyer's Conveyancer before the date
of
this contract. Nothing in this clause shall, however, operate
to limit or exclude any liability for
fraud.
|
|
17.3
|
Condition
9.1.1 is varied to read, "If any plan or statement in the contract
or in
written replies which the seller's conveyancer has given to any written
enquiry raised by the buyer's conveyancer before the date of this
contract, is or was misleading or inaccurate due to an error or omission
the remedies available are as
follows."
|
|
17.4
|
This
contract may be signed in any number of duplicate parts all of which
taken
together will on exchange constitute one
contract.
|
11
|
18.
|
Joint
and several liability
|
Where
the
Buyer is more than one person, the Seller may release or compromise the
liability of any of those persons under this contract or grant time or other
indulgence without affecting the liability of any other of them.
|
19.
|
Notices
|
|
19.1
|
Any
notice given under this contract must be in writing and signed by
or on
behalf of the party giving it.
|
|
19.2
|
Any
notice or document to be given or delivered under this contract must
be
given by delivering it personally or sending it by pre-paid recorded
delivery or fax to the address and for the attention of the relevant
party
as follows:
|
|
(a)
|
to
the Seller at:
|
CoStar
Group UK, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Fax
No:
▇▇▇ ▇▇▇▇ ▇▇▇▇
marked
for the attention of: ▇▇▇▇▇▇▇ ▇▇▇▇▇
with
a
copy to the Seller's Conveyancer, quoting the reference ▇▇▇▇ ▇▇▇▇▇▇/19486.00018,
Fax No: ▇▇▇ ▇▇▇▇ ▇▇▇▇;
|
(b)
|
to
the Buyer at:
|
▇▇▇▇▇▇▇
▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Fax
No:
▇▇▇ ▇▇▇▇ ▇▇▇▇
marked
for the attention of: ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ Message
or
at the
Buyer's Conveyancer, quoting the reference BM3533/6.
|
19.3
|
Giving
or delivering a notice or a document to a party's conveyancer has
the same
effect as giving it to that party.
|
|
19.4
|
Any
such notice or document will be deemed to have been
received:
|
|
(a)
|
if
delivered personally, at the time of delivery provided that if delivery
occurs before 9.00 am on a working day, the notice will be deemed
to have
been received at 9.00 am on that day, and if delivery occurs after
5.00 pm
on a working day, or at any time on a day which is not a working
day, the
notice will be deemed to have been received at 9.00 am on the next
working
day;
|
|
(b)
|
in
the case of pre-paid first class or recorded delivery post, at 9.00
am on
the second working day after posting;
and
|
|
(c)
|
in
the case of fax, at the time of
transmission.
|
|
19.5
|
In
proving delivery, it will be sufficient to prove that delivery was
made or
that the envelope containing the notice or document was properly
addressed
and posted as a prepaid first class, recorded delivery or registered
letter or that the fax message was properly addressed and transmitted,
as
the case may be.
|
12
|
19.6
|
A
notice or document delivered under this contract will not be validly
given
or delivered if sent by e-mail.
|
|
19.7
|
Condition
1.3 does not apply to this
contract.
|
|
20.
|
Rights
of third parties
|
A
person
who is not a party to this contract will not have any rights under or in
connection with it by virtue of the Contracts (Rights of Third Parties) ▇▇▇
▇▇▇▇.
|
21.
|
Governing
law and jurisdiction
|
|
21.1
|
This
contract will be governed by and construed in accordance with the
law of
England and Wales.
|
|
21.2
|
Each
party irrevocably agrees to submit to the exclusive jurisdiction
of the
courts of England and Wales over any claim or matter arising under
or in
connection with this contract.
|
|
21.3
|
Each
party irrevocably consents to any process in any legal action or
proceedings arising out of or in connection with this contract being
served on it in accordance with the provisions of this contract relating
to service of notices. Nothing contained in this contract shall affect
the
right to serve process in any other manner permitted by
law.
|
This
contract has been entered into on the date stated at the beginning of
it.
13
|
Schedule
|
|
Documents
of title referred to in clause 6
|
Date
|
Description
|
Parties
|
|
1
April 2004
|
Licence
to Carry Out Works
|
▇▇▇/▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ (▇▇.▇) Limited and ▇▇▇/▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ (No.2) Limited
(1)
and Property Intelligence Limited (2)
|
|
24
July 2003
|
Agreement
for Lease
|
▇▇▇/▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ (▇▇.▇) Limited and ▇▇▇/▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ (No.2) Limited
(1)
Land
Securities Plc (2) and
Property
Intelligence Plc (3)
|
14
|
Signed
by
for
and on behalf of FOCUS INFORMATION LIMITED
|
../s/.....................................
Director
|
|
Signed
by
for
and on behalf of TRAFIGURA LIMITED
|
../s/.....................................
Director
|
15