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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
JUNE 30, 1998
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Date of report (Date of earliest
event reported)
WILSHIRE REAL ESTATE INVESTMENT TRUST INC.
(Exact name of registrant as specified in its charter)
MARYLAND 0-23911 52-2081138
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(State or other Commission File Number (I.R.S. Employer
jurisdiction of Identification Number)
incorporation)
1776 SW MADISON STREET, PORTLAND, OR 97205
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(Address of principal executive offices) (Zip Code)
(503) 223-5600
Registrant's telephone number, including area code
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 30, 1998, Wilshire Real Estate Investment Trust Inc. (the
"Company") acquired Warner Estates, a 227,525 square foot multi-tenant
commercial property portfolio, including 93,267 square feet of retail space,
comprised of twenty-one (21) commercial properties located in the United
Kingdom. The purchase price was approximately (Pounds)13.7 million
(approximately US $24.1 million at exchange rates in effect on June 30, 1998).
The source of the funds used for the acquisition was an $18.8 million mortgage
loan from Barclays Bank PLC and available cash. The properties were acquired
from Lancaster Holdings Limited, Lotkeep Limited, Fordhare Limited, Cardiff &
Provincial Properties Limited, Vere Street Investments Limited, Warvale Limited
and Warner Estate, Limited (collectively, the "Sellers"), each a third party
unaffiliated with the Company. The purchase price was determined through arms
length negotiations between the Company and the Sellers. The Company intends to
continue to use the buildings within the complex as commercial rental
properties.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) As of the date of this Form 8-K, the financial statements relating to the
assets acquired are not available, but will be filed by the Company on Form
8-K as soon as practicable.
(b) As of the date of this Form 8-K, the pro forma financial information
relating to the assets acquired is not available, but will be filed by the
Company on Form 8- K as soon as practicable.
(c) Exhibits.
2.1 Sale contract, between Warner Estate, Limited (et al) and Myrtle
Properties Limited (name subsequently changed to WREP Island
Limited), dated June 30, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WILSHIRE REAL ESTATE
INVESTMENT TRUST INC.
Date: September 29, 1998 By: /s/ Chris Tassos
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Chris Tassos
Executive Vice President and
Chief Financial Officer
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EXHIBIT 2.1
SALE CONTRACT
date 30 June 1998
re Portfolio of 21 properties
LANCASTER HOLDINGS LIMITED, LOTKEEP LIMITED,
FORDHARE LIMITED, CARDIFF & PROVINCIAL PROPERTIES
LIMITED, VERE STRET INVESTMENTS LIMITED, WARVALE
LIMITED, WARNER ESTATE, LIMITED (1)
MYRTLE PROPERTIES LIMITED (2)
LANCASTER INVESTMENTS LIMITED (3)
D. J. Freeman
1 Fetter Lane
London EC4A 1BR
Tel: 0171 583 5555
Fax: 0171 583 3232
Ref: SLH/108825
ID: RD35439.1
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CONTENTS
PAGE
1. DEFINITIONS 1
2. SALE 2
3. MATTERS AFFECTING THE PROPERTIES 3
4. TITLE 4
5. NATIONAL CONDITIONS AND SPECIAL CONDITIONS 4
6. COMPLETION 4
7. SUB-SALES 4
8. FIXTURES AND FITTINGS 4
9. APPORTIONMENTS AND ARREARS 5
10. TRANSFER TO PURCHASER 6
11. INSURANCE 6
12. VAT 6
13. SERVICE CHARGE 8
14. RENT REVIEWS 9
15. PENDING APPLICATIONS TO THE COURT FOR NEW TENANCIES 10
16. MAINTENANCE CONTRACTS 10
17. RENT DEPOSIT 11
18. ACKNOWLEDGEMENTS 11
19. NON-MERGER 12
20. CONFIDENTIALITY 12
21. TENANCY MEASURES 12
22. SURETY COVENANTS 13
23. VENDOR NOT REGISTERED PROPRIETOR, BUT LAND REGISTERED 13
24. AGENT FOR SERVICE OF PROCESS AND JURISDICTION 14
SCHEDULE A1-21 17
SCHEDULE B - MODIFICATIONS TO NATIONAL CONDITIONS 91
SCHEDULE C - PROVISIONS IN TRANSFER 92
PART A - PURCHASER'S COVENANTS 92
PART B - AGREEMENT AND DECLARATION 92
PART C - DEED OF COVENANT 93
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THIS AGREEMENT is made the 30th day of June 1998
BETWEEN
(1) MYRTLE PROPERTIES LIMITED a company incorporated in the British Virgin
Islands IBC number 280400 whose registered office is at Akara Bldg, 24
De Castro Street, Wickhams Cay I, Road Town, Tortola, British Virgin
Islands whose address for service in the United Kingdom is 4 St Paul's
Churchyard, London EC4 (the PURCHASER)
(2) Each of the Companies mentioned in paragraph 2 of Part A of Schedules A1
to A21 inclusive each of which companies has its registered office at
3 Vere Street aforesaid, (the VENDORS)
(3) LANCASTER INVESTMENTS LIMITED whose registered office is at 3 Vere
Street aforesaid
IT IS HEREBY AGREED as follows:
1. DEFINITIONS
Where in this agreement the following words in bold type begin with a
capital letter they have the following meanings (unless the context
otherwise requires):
ARREARS means sums due to the Vendor pursuant to the Tenancies in
respect of any period up to the date of acrual completion;
CLAUSE means a clause in this agreement;
COMPLETION DATE means the 30th day of June 1998;
DOCUMENTS means the documents listed in part C of Schedules A1 to A21;
LANDLORD means in the case of the Properties described in Part A of
Schedules A12 and A14 in Lancaster Holdings Limited and in the case of
the Property described in Part A of Schedule A16 is Lancaster
Investments Limited
LEASES means the leases and documents relating thereto more
particularly described in part A of Schedules A1-A21;
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NATIONAL CONDITIONS means the National Conditions of Sale (Twentieth
Edition);
PLANNING ACTS means the enactments from time to time in force relating
to town and country planning;
PRICE means THIRTEEN MILLION SIX HUNDRED THOUSAND POUNDS
(POUND 13,600,000) plus VAT (if applicable);
PROPERTIES means a portfolio of 21 freehold and leasehold properties
more particularly described in paragraphs 1-5 of part A of Schedules A1
to A21;
PROPERTY means one of the Properties;
PURCHASER'S SOLICITORS means S.J. Berwin & Co of 222 Grays Inn Road
London WCIX 8HB (ref: 29/W121581.1)
RENT DEPOSIT means any sum held by the Vendor or its agent as security
for payment of rent and/or other monies due under and/or performance of
the convenants and/or conditions contained in the Tenancies together
with all interest accrued (but not paid) to the tenant in respect of
such sum in accordance with the relevant agreement relating thereto up
to completion and described in paragraph 6 of part A of Schedules A1 to
A21;
SCHEDULE means a schedule to this agreement;
TENANCIES means the tenancy or tenancies (or any of them) listed in
part B of Schedules A1 to A21 and documents relating thereto;
VAT means Value Added Tax or any other tax of a similar nature;
VENDOR means in relation to each Property the Vendor as mentioned in
paragraph 2 of Schedules A1 to A21 and Vendors means all such
VENDORS; SOLICITORS means D. J. Freeman of 1 Fetter Lane, London,
EC4A 1BR (ref: SLH/108825
2. SALE
2.1 The Vendors in consideration of the Price apportioned between the
Properties and each Vendor in accordance with paragraph 9.1 of part A of
Schedules A1 to A21) sells or agrees to procure the sale with full title
guarantee and the Purchaser buys the properties on the terms of this
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agreement and (in the case only of any property with leasehold title) for the
residue of the term granted by and subject to the provisions of the relevant
Lease.
2.2 The sale will be subject to and where appropriate with the benefit of the
matters referred to in Clause 3 but otherwise with vacant possession on
completion.
3. MATTERS AFFECTING THE PROPERTIES
3.1 The Properties are sold and its disposition is made subject to and with
the benefit of (where appropriate):
(a) all local land charges (whether registered or not before the date of this
agreement) and all matters capable of registration as a local land charge
or otherwise registrable by any competent authority or pursuant to statute
or like instrument;
(b) all notices served and orders, demands, proposals or requirements made by
any local or other public or competent authority whether before or after
the date of this agreement;
(c) all actual or proposed charges, notices, orders, restrictions, agreements,
conditions or other matters arising under the Planning Acts;
(d) all existing rights and easements and quasi-easements affecting the
Properties;
(e) all matters in the nature of overriding interests as defined in Section 70
of the Land Registration Act 1925 affecting the Properties;
(f) the provisions of the relevant Lease (if any);
(g) the Tenancies;
(h) the matters contained, mentioned or referred to in the Documents; and
(i) all matters contained or referred to in all registers of title relating to
the Properties kept at H.M. Land Registry (save for those financial charges
referred to in paragraph [10] of Part A Schedules A1 to A21) as at the date
of the latest set of office copy entries and copy of the filed plan
provided to the Purchaser or the matters contained or referred to in the
root of title to the relevant Property (as described in paragraph 4 of
Part A of the relevant Schedules A1 to A21).
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3.2 The Purchaser is deemed to purchase with full knowledge of all matters
referred to in Clause 3.1 and shall raise no objection or requisition in
relation to any such matter.
4. TITLE
Title of the Vendor or in the case of the Properties described in PartA of
Schedules A12, A14 and A16 the Landlord has been deduced to the
Purchaser's Solicitors (as the Purchaser hereby acknowledges) and the
Purchaser is deemed to purchase with full knowledge thereof and shall
raise no objection or requisition in respect thereof.
5. NATIONAL CONDITIONS AND SPECIAL CONDITIONS
5.1 The National Conditions as modified by Schedule B are incorporated in this
agreement so far as they are not varied by or inconsistent with the
specific provisions of this agreement.
5.2 The relevant Properties are sold subject to the special conditions
contained in paragraph 7 of part A of Schedules A1 to 21.
6. COMPLETION
6.1 The sale and purchase hereby agreed shall be completed on the Completion
Date at the offices of the Vendor's Solicitors or where they may
reasonably require.
7. SUB-SALES
The Vendors shall not be under any liability to assure the Properties
(whether by way of sub-sale or pursuant to a direction by the Purchaser
or in any other manner) to anyone other than the Purchaser named in this
agreement.
8. FIXTURES AND FITTINGS
All fixtures and fittings in the nature of tenant's and trade fixtures
and fittings are excluded from the sale and purchase.
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9. APPORTIONMENTS AND ARREARS
9.1 Income and outgoings will be apportioned as at the date of actual
completion (subject to Clauses 13, 14 and 15).
9.2 The Vendor will not be obliged to apportion to or account to the Purchaser
for any sum due to the Purchaser pursuant to the Tenancies or otherwise
unless and until such amount has been received by the Vendor as cleared
funds and will pay to the purchaser the same within 5 working days of
such receipt
9.3 Notwithstanding completion of the sale and purchase of the Property and
Section 141 of the law of Property Act 1925 the Vendor or the Landlord
shall be entitled to receive any arrears of rents and of any other sums due
from any tenant up to and including the date of actual completion and
interest up to and including the date of payment by the tenant so long as
any such arrears remain unpaid
9.4 The Purchaser shall use its endeavours (but shall not be obliged to levy
distress or bring proceedings) to recover such arrears and shall account to
the Vendor in respect of such arrears within five working days after
receipt of any payments wholly or partly in satisfaction of such arrears
9.5 In the event that such arrears shall not have been recovered by 25 December
1998 then the Vendor shall be entitled to require the Purchaser to execute
a deed of assignment of the benefit of such arrears in favour of the Vendor
or the Landlord or as the Vendor may direct such deed to be in a form
reasonably required by the Vendor provided that:
(a) the Vendor and the Landlord shall not take proceedings for forfeiture
of any of the Tenancies or present a petition for the winding up or
institute other insolvency proceedings in respect of the relevant
tenant
(b) the Vendor's Solicitors shall be entitled to have the loan of the
Tenancy Documentation relevant to such arrears for the above purposes
9.6 In the event that the Purchaser transfers its interest in any Property
whilst arrears are still due to the Vendor or the Landlord the Purchaser
shall obtain a direct covenant from the transferee to the Vendor in the
form of this Clause and shall indemnify the Vendor and the Landlord against
any loss arising as a result of failure to do so
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10. TRANSFER TO PURCHASER
10.1 Each Vendor shall transfer or procure the transfer of each Property owned
by it by a separate transfer
10.2 The transfers to the Purchaser will be executed in duplicate and the
Purchaser shall do all things necessary to enable the duplicate to be duly
denoted and stamped and delivered to the Vendor as soon as possible after
completion.
10.3 In the transfers the Purchaser shall covenant with the Vendor or the
Landlord (as appropriate) in the form of Part A of Schedule C the words
and phrases having capital initial letters therein having the same
meanings as those ascribed to them by Clause 1.
10.4 The transfer to the Purchaser will contain the agreement and declaration
set out in Part B of Schedule C.
10.5 In a separate deed of covenant the Purchaser shall covenant with the
Vendor or the Landlord (as appropriate) in the form of Part C of
Schedule C.
11. INSURANCE
11.1 The Vendor shall keep on foot the insurance that it has effected in
respect of the Properties until completion (details of such insurance
having been supplied to the Purchaser prior to the date of this agreement)
and shall apply to its insurer for and pay to the Purchaser of the tenants
any refund of premium obtained from the insurers.
12 VAT
12.1 All sums payable under this agreement are exclusive of VAT.
12.2 The Purchaser shall pay to the Vendor any VAT properly chargeable upon the
sale of the Vatable Properties.
12.3 For the purposes of this Clause 12 "Vatable Properties" shall mean those
Properties in respect of which the Vendor has exercised the election to
waive exemption for VAT purposes under paragraph 2 of Schedule 10 to the
Value Added Tax Act 1994 as indicated in paragraph 9.2 of Part A of
Schedules A1 to A21 and "Non Vatable Properties" shall mean those
Properties in respect of which the Vendor has not exercised the above
election again as indicated in paragraph 9.2 of Part A of Schedules A1 to
A21.
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12.4 The Vendor and the Purchaser consider the sale of the Vatable Properties
to be for VAT purposes the transfer of part of the Vendor as a going
concern which falls within Section 49 of the Value Added Tax Act 1994 and
Article 5(l) of the Value Added Tax (Special Provisions) Order 1995 (such
Section and Article together hereinafter in this Clause called "Article
5") and it is acknowledged confirmed and agreed that:
(a) the Vendor has exercised the election to waive exemption for VAT
purposes under paragraph 2 of schedule 10 to the Value Added Tax Act
1994 in respect of the VATable Properties and the Purchaser agrees to
exercise the said election to waive exemption for VAT purposes in
respect of the VATable Properties with effect from and including the
Completion Date and the Vendor and Purchaser will prior to the
Completion Date provide to each other evidence of the notification to
H M Customs & Excise of such elections and if available proof of
delivery of the same;
(b) the Purchaser is registered for the purposes of VAT and has provided
that it is so registered to the Vendor prior to the date hereof or has
applied for registration for the purposes of VAT and has provided
evidence of such application to the Vendor prior to the date hereof;
(c) the Purchaser intends to retain and manage the VATable Properties as a
continuing business on a going concern basis after completion subject
to and with the benefit of the relevant Tenancies and to collect the
occupational rents payable thereunder;
(d) the Vendor will unless it obtains agreement to the contrary from H M
Customs & Excise transfer to the Purchaser the records referred to in
Section 49 of the Value Added Tax Act 1994 relating to the VATable
Properties such records to be made readily available thereafter for
inspection by the Vendor as it shall reasonably require.
12.5 If it is determined after completion that the sale of the VATable
properties or any of them does not fall within the provisions of Article 5
the Vendor's Solicitors shall immediately notify the Purchaser's
Solicitors of such determination and the Purchaser shall within seven days
of receipt of such notification pay to the Vendor the VAT due and the
Vendor shall forthwith provide the Purchaser with a VAT invoice in respect
of the sale of the relevant Property or Properties Provided that if after
the Purchaser has paid VAT HM Customs & Excise shall determine that such
VAT was not chargeable then:
(a) the Vendor will repay such VAT to the Purchaser on receipt of such
determination; or
(b) if the Vendor has already accounted for such VAT at the time it
receives such determination, the Vendor shall reclaim such VAT from HM
Customs & Excise and repay
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such VAT to the Purchaser on receipt of the relevant VAT or obtaining
credit for such VAT.
12.6 The Vendor confirms that it has not and will not exercise the election to
waive exemption for VAT purposes under paragraph 2 of Schedule 10 to the
Value Added Tax Act 1994 in respect of the Non Vatable Properties.
13. SERVICE CHARGE
13.1 (a) This Clause 13 applies to those Properties which have the benefit of
a service charge regime;
(b) Where in this Clause 13 the following words in bold type begin with a
capital letter they have the following meanings (unless the context
otherwise requires):
FUND means the moneys held by or to the order of the Vendor or the
Landlord on completion which have been paid by tenants of the
Properties in respect of or on account of any service charge or
contribution to the common facilities pursuant to the Tenancies;
PERIODS means the accounting period current at the date of actual
completion and any earlier period for which accounts have not been
finalised and any payment due to or from the tenants of the
Properties has not been made;
SERVICE CHARGE PROVISIONS means provisions in the Tenancies which
provide for a service charge or for a contribution to the cost of
common facilities.
13.2 The Vendor shall on completion be entitled to deduct from the Fund all
amounts actually and properly expended or incurred together with any VAT
thereon in the provision of services or facilities pursuant to the
Tenancies up to and including the date of actual completion in respect of
the Periods.
13.3 The Vendor shall pay on completion to the Purchaser the balance (if any)
of the Fund after deduction of the sum referred to in Clause 13.2.
13.4 As soon as practicable after completion the Vendor shall supply to the
Purchaser an account of the total costs and expenses incurred by the
Vendor or the Landlord in providing services or facilities to which the
Service Charge Provisions apply in Periods and of the amount (if any) by
which such costs and expenses exceed the amount recovered by the Vendor or
the Landlord.
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13.5 Within seven days from receipt of the account referred to in Clause 13.4
the Purchaser shall pay to the Vendor the amount of such shortfall.
14. RENT REVIEWS
14.1 In relation to any of the Tenancies in respect of which a rent review is
due prior to completion but where the amount of the rent payable as from
the review date has not been determined as at completion the Purchaser
shall use its reasonable endeavours to conclude the determination of the
rent review at the best rent reasonably obtainable in accordance with the
provisions of the relevant tenancy as soon as possible after completion.
14.2 Pending the determination of the rent reviews hereinbefore referred to the
rents shall be apportioned provisionally on the basis of the sums payable
by the tenants under the Tenancies in respect of the period from the rent
review date to the date of determination but such apportionments shall be
subject to subsequent adjustment in accordance with the provisions of this
agreement.
14.3 Forthwith upon determination or agreement of the rent payable after a
review date as referred to in Clause 14.1 and 14.2 the Purchaser shall
give notice of the same to the Vendor.
14.4 The Purchaser shall pay to the Vendor or the Landlord within seven days
following receipt of the reviewed rent from the tenant the proportion of
the increase in rent together with any interest payable thereon (if
appropriate) for the period from the relevant rent review date to the date
of actual completion.
14.5 The Purchaser shall answer the reasonable requests of the Vendor or the
Landlord as to the progress of all negotiations which relate to the
matters dealt with in this Clause 14 and shall supply to the Vendor or the
Landlord such copies of all relevant documents and correspondence as the
Vendor to the Landlord may reasonably require and the Purchaser shall pay
due regard to any representations which may be made by the Vendor or the
Landlord.
14.6 The Vendor the Landlord and the Purchaser shall following completion of
the sale take such steps as may be appropriate in order to substitute the
Purchaser as a party to any pending reference to arbitration or to an
independent expert.
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15. PENDING APPLICATIONS TO THE COURT FOR NEW TENANCIES
15.1 In the case of any of the Tenancies which is subject to an application to
the court under Section 24(A) of the Landlord and Tenant Act 1954 for an
interim rent to be fixed but which interim rent has not been agreed or
determined by court the amount payable at completion shall be calculated
provisionally on the basis of the current rent passing in respect of such
tenancy but upon the interim rent being agreed or determined the Purchaser
shall pay to the Vendor within seven days following receipt of the interim
rent from the tenant the amount by which the interim rent exceeds the rent
actually paid by the tenant for the period from the date upon which the
interim rent becomes payable to the date of actual completion.
15.2 The Purchaser shall use its reasonable endeavours to procure that the
interim rent is fixed at the best figure reasonably obtainable and is then
paid as soon as possible by the tenant.
15.3 For the purposes of this Clause 15 the expression interim rent shall
include an amount payable as a result of an agreement to back-date the
term granted by a renewed tenancy to a date occurring before the date of
actual completion and shall also include all sums which are paid to the
Purchaser in lieu of the payment of an interim rent proper in accordance
with the provisions of the said Section 24(A).
15.4 The Purchaser shall answer the reasonable requests of the Vendor or the
Landlord as to the progress of all negotiations which relate to the
matters dealt with in this Clause 15 and shall notify the Vendor or the
Landlord (as appropriate) in writing as soon as the interim rent is
ascertained and shall supply to the Vendor such copies of all relevant
documents and correspondence as the Vendor or the Landlord may reasonably
require.
15.5 The Vendor, the Landlord and the Purchaser shall following completion of
the sale take such steps as may be appropriate and reasonable in order to
substitute the Purchaser as a party to any pending proceedings under the
Landlord and Tenant Act 1954 in place of the Vendor or the Landlord and
the Purchaser shall indemnify the Vendor and the Landlord against any
costs in such proceedings incurred after the date of completion.
16. MAINTENANCE CONTRACTS
16.1 The Vendor or the Landlord has entered into various contracts and
agreements described in paragraph 11 of Part A of Schedules A1 to A21.
16.2 The Vendor or the Landlord shall use reasonable endeavours by assignment
novation or transfer to procure the benefit of such contracts for the
Purchaser and on completion the Purchaser shall covenant with the Vendor
or the Landlord (as appropriate) to observe and perform the
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Vendor's or Landlord's obligations under such contracts and agreements
with effect from the date of actual completion and to indemnify the
Vendor and the Landlord in relation to any costs, claims, proceedings,
demands or expenses arising out of any failure of the Purchaser to
observe and perform the same from the date of actual completion.
17. RENT DEPOSIT
17.1 The Vendor shall on completion (subject to any agreement to the contrary
existing at the date of this agreement with the tenant or other persons
who has paid the rent deposit) pay to the Purchaser such sums as the
Vendor is holding as Rent Deposit (as described in paragraph 6 of Part A
of Schedules A1 to A21) and on completion the Purchaser shall deliver to
the Vendor a separate deed or deeds whereby the Vendor shall assign to
the Purchaser the benefit of the Rent Deposit such deed to contain the
following covenants:
"(1) The Purchaser hereby covenant with the Vendor that the Purchaser
will deal with he deposits (and interest accruing thereon) brief
particulars of which are set out in the Schedule hereto in
accordance with the terms of the documents relating to such
deposits and shall (subject to the terms on which the monies were
deposited) repay to the tenants the deposits (and any interest
accrued thereon) on the dates when repayment is due;
(2) The Purchaser shall procure that the Purchaser's successors in
title enter into a covenant with the Vendor and the Purchaser in
the terms of Clause (1) above;
(3) The Purchaser shall indemnify the Vendor against all costs claims
losses and demands arising in relating to breach of the covenants
set out in Clause (1) and (2) above."
18. ACKNOWLEDGEMENTS
18.1 The Purchaser hereby acknowledges and admits:
(a) that it has not entered into this agreement in reliance upon any
representation made by or on behalf of the Vendor but not embodied
in this agreement except to the extent that the Purchaser may be
entitled to rely on any representation made by the Vendor's
Solicitors on behalf of the Vendor in any written reply to any
enquiry made by the Purchaser's Solicitors on behalf of the
Purchaser; and
(b) that is has satisfied itself on all matters relating to user under
the Planning Acts and accepts that it shall be deemed to purchase
with full knowledge thereof and shall raise no requisition or
objection in relation thereto.
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18.2 The parties agree:
(a) that this agreement constitutes the entire contract between them and
may not be varied except by written agreement between them or their
respective solicitors; and
(b) that the Vendor has no responsibility whatsoever in respect of any
deficiency in the terms of any insurance policy or the limit of
indemnity thereunder and that the Purchaser has satisfied itself
with respect to all matters relating to insurance.
19. NON-MERGER
Notwithstanding the assurance to the Purchaser all the provisions of
this agreement will continue in full force and effect to the extent that
any of them may then remain to be observed and performed.
20. CONFIDENTIALITY
No party to this agreement shall without the written consents of the
other parties disclose or publish or permit or cause to be disclosed or
published any particulars of or extracts from this agreement nor any
details of the transaction hereby effected save only any particulars
or details as may be necessary in order to comply with Stock Exchange
statutory or like requirements.
21 TENANCY MEASURES
21.1 In this clause:
"Tenancy Measure" means any measure or action in relation to or arising
out of any Tenancy capable of being taken by a Landlord and includes
without limitation any of the following or an agreement for any of the
following:
(a) the grant of a consent
(b) the service or acceptance of a notice whether under the terms of the
lease or arising out of statute
(c) the agreement of the amount of any reviewed or interim rent
(d) the surrender of a lease or modification or variation of its terms
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(e) the renewal of a lease or
(f) proceedings against or the defence of proceedings brought by a
tenant
"Relevant Period" means the period from the date of this agreement until
the date upon which the Purchaser is registered at the Land Registry as
proprietor of the Property.
21.2 During the Relevant Period the Vendor shall not take any Tenancy Measure
without the prior written consent of the Purchaser which until the date
of actual completion shall not be unreasonably withheld or delayed and
will advise the Purchaser forthwith about any potential Tenancy Measure
of which it becomes aware
21.3 During such part of the Relevant Period as falls after the date of
actual completion the Vendor shall at the request and cost (on a full
indemnity basis) of the Purchaser take such Tenancy Measures as the
Purchaser may by written notice require and shall if so required appoint
the Purchaser as the attorney of the Vendor for such purposes
21.4 The Purchaser will indemnify the Vendor against all claims losses costs
proceedings and expenses that the Vendor may incur by virtue of the
provisions of this clause including without limitation claims arising
under the Landlord and Tenant Act 1988.
21.5 The Purchaser will take all steps to ensure that the Purchaser is
registered at the Land Registry as Proprietor of the Property in a
timely manner
22. SURETY COVENANTS
The Vendor shall on completion hand over duly executed Deed of
Assignment of Benefit of Surety covenants in the form attached
23. VENDOR NOT REGISTERED PROPRIETOR, BUT LAND REGISTERED
23.1 If the Purchaser's Solicitors have prior to completion been provided
with certified copies of any transfer or transfers from the registered
proprietor of any Property and any person taking a transfer from such
person and such transfer or transfers are duly stamped and all
appropriate applications have been made to enable the Vendor to become
the registered proprietor then the Purchaser shall raise no objection or
requisition in the event of the Vendor not being the registered
proprietor of the Property at HM Land Registry nor shall the Purchaser
be entitled to require the Vendor to be registered before completion nor
shall the Vendor be deemed to be in default
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23.2 In the event of the Purchaser so objecting shall at the election of the
Vendor on the Completion Date pay the Price and accept a sale of the
beneficial interest in the Property effected by way of a declaration of
trust containing an indemnity by the Purchaser as beneficiary in favour of
the Vendor as trustee in respect of any costs, claims or liabilities
arising after the Completion Date in respect of the Property. The
declaration of trust will be prepared by the Vendor's Solicitors and shall
contain provision for a transfer of the legal estate in the relevant
Property from the Vendor in due course pursuant to such declaration of
trust but otherwise upon the terms of this agreement.
24. AGENT FOR SERVICE OF PROCESS AND JURISDICTION
24.1 The Purchaser shall at all times maintain an agent for service of process
and any other documents in proceedings in England or any other proceedings
in connection with this agreement.
24.2 Such agent shall be Wilshire Servicing Company UK Limited of 4 St Pauls
Church Yard London EC4M 8AY and any writ, judgement or other notice of
legal process shall be sufficiently served on the Purchaser if delivered
to Wilshire Servicing Company UK Limited at its address for the time being
24.3 If the Purchaser revokes the authority of the above agent it shall
promptly appoint another such agent with an address in England and advise
the Vendor of such appointment
24.4 If following such a request the Purchaser fails to appoint another agent
then the Purchaser shall be entitled to appoint one on behalf of the
Purchaser (or any of them)
24.5 This Agreement shall governed by and construed in accordance with English
Law
24.6 Each Party submits to the exclusive jurisdiction of the English courts in
respect of all matters arising out of this Agreement, but the Vendor shall
have the right to bring proceedings in the courts of any other
jurisdiction for the purpose of enforcing a judgement
AS WITNESS the hands of duly authorised signatories for the parties the
day and year first above written.
SIGNED by _________________ for and
on behalf of LANCASTER HOLDINGS LIMITED
an authorised signatory
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SIGNED by ____________________ for and
on behalf of LOTKEEP LIMITED an authorised
signatory
SIGNED by ____________________ for and
on behalf of FORDHARE LIMITED an authorised
signatory
SIGNED by ____________________ for and
on behalf of CAPITAL & PROVINCIAL
PROPERTIES LIMITED an authorised signatory
SIGNED by ____________________ for and
on behalf of VERE STREET INVESTMENTS
LIMITED an authorised signatory
SIGNED by ____________________ for and
on behalf of WARVALE LIMITED an authorised
signatory
SIGNED by ____________________ for and
on behalf of WARNER ESTATE, LIMITED an
authorised signatory
SIGNED by ____________________ for and
on behalf of Purchaser, an authorised
signatory
SIGNED by ____________________ for and
on behalf of LANCASTER INVESTMENTS
LIMITED an authorised signatory
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