This document outlines the process for finalizing the legal transfer documents ("Phase Transfers") for transferring ownership of development phases from the Council to the Buyer. It requires:
1) The Buyer to provide draft Phase Transfer documents and plans 6 months before ownership is to be transferred.
2) The Council has 10 days to accept or reject the drafts, specifying any issues. If the Council fails to respond, it is deemed accepted.
3) If rejected, the parties have 10 days to agree revisions with dispute resolution by an expert if needed.
4) The agreed forms will be treated as final for the transaction. Specific requirements for rights, easements and covenants to be included in
This document outlines the process for finalizing the legal transfer documents ("Phase Transfers") for transferring ownership of development phases from the Council to the Buyer. It requires:
1) The Buyer to provide draft Phase Transfer documents and plans 6 months before ownership is to be transferred.
2) The Council has 10 days to accept or reject the drafts, specifying any issues. If the Council fails to respond, it is deemed accepted.
3) If rejected, the parties have 10 days to agree revisions with dispute resolution by an expert if needed.
4) The agreed forms will be treated as final for the transaction. Specific requirements for rights, easements and covenants to be included in
This document outlines the process for finalizing the legal transfer documents ("Phase Transfers") for transferring ownership of development phases from the Council to the Buyer. It requires:
1) The Buyer to provide draft Phase Transfer documents and plans 6 months before ownership is to be transferred.
2) The Council has 10 days to accept or reject the drafts, specifying any issues. If the Council fails to respond, it is deemed accepted.
3) If rejected, the parties have 10 days to agree revisions with dispute resolution by an expert if needed.
4) The agreed forms will be treated as final for the transaction. Specific requirements for rights, easements and covenants to be included in
This document outlines the process for finalizing the legal transfer documents ("Phase Transfers") for transferring ownership of development phases from the Council to the Buyer. It requires:
1) The Buyer to provide draft Phase Transfer documents and plans 6 months before ownership is to be transferred.
2) The Council has 10 days to accept or reject the drafts, specifying any issues. If the Council fails to respond, it is deemed accepted.
3) If rejected, the parties have 10 days to agree revisions with dispute resolution by an expert if needed.
4) The agreed forms will be treated as final for the transaction. Specific requirements for rights, easements and covenants to be included in
I Formof Phase Transfer The Council and the Buyer acknowledge that the form or forms of the Phase Transfer for each Relevant Phase shall be finalised in accordance with the mechanism set out in this Schedule and that the form of each Phase Transfer shall be based on the Base Transfer (or a format other than a Form TF1 as the Land Registry lawfully requires). 2 Procedure 2.1 No later than 6 months before the VP Date for the Relevant Phase, the Buyer shall: 2.1.1 provide the plan(s) to be appended to the Phase Transfer showing the extent and precise boundaries of the Relevant Phase and any other colours or markings to be referred to by reference to a plan in the Phase Transfer (if any); 2.1 .2 issue the proposed final form Phase Transfer for the Relevant Phase incorporating: (a) the nature and extent of all temporary or permanent rights and easements reasonably required for the benefit of the retained land over the Relevant Phase for the continued use of such retained land; (b) the nature and extent of all temporary and permanent rights and easements reasonably required for the benefit of the Relevant Phase and/or any other land of the Developer within the Earls Court Regeneration Site over the retained land in order to cater for the Buyers proposed development and the continued use of the Relevant Phase and/or any other land of the Developer within the Earls Court Regeneration Site; (c) such other covenants or conditions which the Buyer may reasonably consider appropriate to give proper effect to the future development of the Development or the Relevant Phase and its continued use; together (the "Transfer Pack"). 2.2 In determining the nature of the appropriate reservations and the appropriate rights to be documented in the Relevant Phase Transfer regard shall be had to: 2.2.1 such easements and rights relating to passage of amenities shall (where reasonably practicable) be over an identified route and of an identified width of land reasonably designated by the Buyer provided such route shall not be through or under any buildings used or capable of being used for habitation; 2.2.2 such easements and rights relating to access shall (where reasonably practicable) be over an identified route of an identified width reasonably designated by the Buyer; 2.2.3 such easements and rights may at any time in future be diverted by and at the expense of the owner or proposed owner of the land burdened so long as such diversion does not materially prejudice the enjoyment of the rights conferred by such easements or rights. 428780782\oO8 220 RGB190883.000011951 0001.11 Schedule 7 2.3 Any rights granted shall be subject to such reasonable conditions as the Council may reasonably require to ensure that the exercise of such rights will not materially affect the reasonable beneficial use and enjoyment of the land which they affect. 2.3.1 Every Phase Transfer (or transfer of part of a Phase) must include the Restrictive Covenant set out in clause 12.12 of the Base Transfer ("Restrictive Covenant). 2.3.2 The Buyer shall be entitled to require that a phase is transferred in a single Phase Transfer or is transferred in part to one or more transferees but so that any transfer of part must comply with the other requirements of this paragraph 2. 2.4 The Council shall within 10 Working Days after receipt of the Transfer Pack give written notice to the Buyer either: 2.4.1 accepting the plan(s) and the form of proposed form of transfer for the Relevant Phase contained in the Transfer Pack (the "Transfer Acceptance Notice"); or 2.4.2 rejecting the plan(s) and/or such form of transfer and specifying in detail the Councils reasons therefor (the "Transfer Rejection Notice"); and where the Council fails to serve a Transfer Acceptance Notice or a Transfer Rejection Notice the Council shall be deemed to have accepted the plan(s) and the form of proposed form of Phase Transfer for the Relevant Phase contained in the Transfer Pack. 2.5 Where the Council serves or is deemed to have served a Transfer Acceptance Notice the form of proposed Phase Transfer for the Relevant Phase contained in the Transfer Pack shall be treated as the agreed form of plan(s) and Phase Transfer for the Relevant Phase for the purposes of this Agreement and ancillary documents. 2.6 Where the Council serves a Transfer Rejection Notice, the Council and the Buyer shall use all reasonable endeavours to agree the final form of the relevant Phase Transfer (including the plan(s) to be appended) - as soon as reasonably practicable but in any event within 10 Working Days of the date of service of the Transfer Rejection Notice. If agreement has not been reached within this time frame, then either Party can refer the matter to be determined by reference to clause 40.4. The expert shall be required to determine the matter in question within 10 Working Days of being appointed. 2.7 Upon the Expert determining the plan(s) and/or Phase Transfer, then these shall be treated as the agreed form of plan(s) and Phase Transfer for the Relevant Phase for the purposes of this Agreement and ancillary documents subject to the provisions of paragraph 2.8 of this Schedule. 3 Gibbs Green School 3.1 The provisions of paragraphs 2.8- 2.12 and paragraph 3 of this part of this Schedule shall apply in relation to the transfer of Gibbs Green School pursuant to this Agreement on the basis that: 3.1.1 reference in paragraph 2.8 to the VP Date shall be a reference to the date for completion of the Gibbs Green School Transfer; 3.1 .2 references to the Base Transfer shall be construed as references to the Gibbs Green School Transfer; 42878078.2\1o08 221 RGB/90883.00001/951 0001.11 Schedule 7 3.1 .3 references to the Phase Transfer shall include a reference also to the Gibbs Green School Transfer. 42878078.2\1o08 222 RGB/9088300001/9510001 .11