Part 1: Vacant Possession I Appointments...Part 1: Vacant Possession I Appointments 1.1 The Council shall after the date of this Agreement but no later than the first CPO Start Date

Part 1: Vacant Possession

I Appointments

1.1 The Council shall after the date of this Agreement but no later than the first CPO Start Date subject to and following the appropriate procurement process:

1.1.1 appoint land referencers for the following purposes and the selected land referencers shall have a duty of care to the Council and the Buyer:

(a) of undertaking the referencing for the relevant CPO; and

(b) providing access to the Council and the Buyer to all referencing information carried

out including title and property search information and on site inspections and enquiries in relation to the CPO land.

1.1 .2 appoint a Selected Agent for the following purposes and the Selected Agent shall have a duty of care to the Council and the Buyer:

(a) negotiations with the owners or prospective grantors of Third Party Interests including

having regard to the purchase contracts offered and entered into in accordance with Schedule 2; and

(b) advice in relation to CPO Compensation in respect of Third Party Interests.

2 Rehousing Report

2.1 Within 6 months of the date of this Agreement, the Council shall complete the precedent

Rehousing Report attached at Schedule 26 by, in relation to each Existing Home comprised

within the Option Land, populating the blank fields in the precedent Rehousing Report with

such information of which the Council is aware at that time and provide a copy to the Buyer and, if established, the Project Delivery Group.

2.2 Throughout the duration of this Agreement, and consistent with the timing of the Detailed

Needs Assessment the Council will keep the Rehousing Report up to date in relation to those parts of the Option Land which have not yet been transferred to the Buyer.

2.3 The Rehousing Report shall contain the following information:

2.3.1 The address of every Existing Home located in the Option Land and which has not yet been transferred to the Buyer.

2.3.2 In relation to each Existing Home listed in the Rehousing Report:

(a) the property type (e.g. House, apartment);

(b) the number of bedrooms in the property;

(c) the GIA of the Existing Home;

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(d) whether the property has a garden and/or off-road parking;

(e) whether they are:

(i) a Council Owned Residential Unit and, if so, whether they are (aa) occupied by a Secure Tenant, (bb) let to a Short Term Occupier or a Registered Provider, (cc) (so far as the Council has sufficient information to so specify) occupied on any other basis or (dd) vacant;

(ii) owned by an Owner;

(iii) owned by a Registered Provider and, if so, whether the Assured Tenant living in the property has elected to be rehoused by the Council within the Development.

(f) the Council’s suggestion as to the type, number of bedrooms and GIA of the Replacement Home that the Buyer would need to make available to replace the property, such suggestion being in accordance with the provisions of clause 13.2.

23.3 In relation to each Existing Home listed in the Rehousing Report that is a Council Owned Residential Unit occupied by a Secure Tenant, the additional information set out below in so far as the Council is aware of the same (and the Council shall require its employees and contractors to promptly communicate any changes they may identify to the relevant officers of the Council):

(a) the Council’s Needs prediction including:

(i) the number of lawful occupiers living in the property;

(ii) the number of bedrooms required in the Replacement Home by reference to the Needs of the Secure Tenant (and anyone lawfully living with them) living in that property;

(iii) any additional requirements in relation to the location and/or adaptation of the Replacement Home arising as a result of any disability or for any other reason;

(b) whether a Secure Tenant Contract Acceptance Form has been received in relation to that property.

2.3.4 In relation to each Existing Home listed in the Rehousing Report that is owned by an Owner, whether the property is subject to a Standard Purchase Contract, an Advance Existing Purchase Contract or an Early Purchase Contract and, if applicable, any estimated completion date in relation to those contracts.

2.3.5 Regarding properties where vacant possession has been secured by the Council but have not yet been transferred to the Buyer:

(a) the addresses of those properties; and

(b) whether the properties have been re-let and, if so, on what basis.

2.3.6 Following service of a Home Election Notice, whether the Owners have confirmed (or are deemed to confirm) that they wish to proceed with the acquisition of the Replacement Home.

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2.4 The Council shall provide an updated Rehousing Report to:

2.4.1 the Project Delivery Group as often as is reasonably required by the Project Delivery Group;

and

2.4.2 the Buyer on demand, if the Buyer is considering activating the Pre-PPDN procedure detailed in clause 11.2 provided that the Buyer will pay (in advance) the Council’s reasonably incurred costs in providing any updated Rehousing Report more frequently than required by the Project Delivery Group and such cost will not be Allowable Revenue Expenditure or Allowable

Capital Expenditure.

3 Rehousing Process

3.1 The Rehousinq Report shall be used by the Buyer, the Council and the Project Delivery Group to inform the Parties’ decisions about the Replacement Homes Proposal and the practical decanting whether before or after a CPO is confirmed, together with the CPO

Implementation Programme.

3.2 The Buyer shall update the Project Delivery Group no less than every 6 months as to the likely Estimated Habitable Date(s) for the Replacement Homes in the relevant Build Phase and, as soon as reasonably practicable thereafter, the Council shall pass on such information to the Owners, Registered Providers and Secure Tenants located within the Demolition Phase in accordance with its obligations under the relevant purchase contracts or Secure Tenant

Contract or otherwise.

3.3 If the Buyer anticipates that one or more Estimated Habitable Date(s) for the relevant Build Phase may occur before the Secretary of State has confirmed an Approved CPO for the Demolition Phase, the Buyer and the Council may agree to decant some or all of the Owners and Secure Tenants to the relevant Build Phase prior to the service by the Buyer of a VP Requirement Notice (but shall not be obliged to do so).

3.4 Either Party shall be entitled to propose at a meeting of the Project Delivery Group that residents, occupying Existing Homes in a Phase for which a CPO Start Notice has been served but for which a VP Requirement Notice has not yet been served, move into a Replacement Home prior to the service of a VP Requirement Notice for that Phase, but neither Party shall be bound to commence such rehousing unless the other Party consents or until there is a Satisfactory CPO. If the Parties agree to secure vacant possession (acting reasonably) then the Parties shall also agree the timing by which the relevant mechanisms in the relevant purchase contracts or Secure Tenant Contract shall be operated in order to

achieve early rehousing.

3.5 No Party can be required to complete on the grant of a Replacement Accommodation Lease before an Independent Certifier’s Habitable Certificate has been issued in respect of the

Replacement Accommodation.

3.6 The Demolition Phase may be subject to Purchase Contracts, for which a Home Election Notice may be served in accordance with paragraph 3.1 of Part 3 of Schedule 2 and for which

completion notices may be served in accordance with Schedule 2.

3.7 The Parties acknowledge that there is nothing to prevent an Independent Certifier’s Habitable Certificate from being issued before or after an Approved CPO has been made or confirmed.

3.8 The Project Delivery Group shall use reasonable endeavours to:

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3.8.1 agree a practical and appropriate programme for:

(a) decanting Qualifying Owners, Secure Tenants and Assured Tenants (who, either before or during the Detailed Needs Assessment have elected to be rehoused by the Council in the Development) entitled to a Replacement Home to the Replacement Home allocated under the Home Allocation Plan;

(b) decanting other residents from the relevant Build Phase

at all times having regard to the obligations of both Parties under this Agreement, the relevant timescales for activating completion mechanisms under the Purchase Contracts (and any other purchase contracts applicable to the relevant Demolition Phase), the Estimated Habitable Date(s) for the Build Phase (which may be subject to change); and

3.8.2 thereafter to keep under review and agree changes as appropriate and necessary.

4 Early Vacant Possession: Reletting and Non-Residential Properties

4.1 Reletting

4.1.1 From the date of this Agreement until the service of the Trigger Notice the Council shall have a discretion and be entitled to enter into each of the transactions envisaged in paragraph 4.1 .2 below and shall also be entitled to relet or part with possession of the buildings at its discretion and in accordance with its policies from time to time (but not to otherwise dispose of its interest) but shall have due regard to the probability of the Development proceeding.

4.1.2 From the date of the service of the Trigger Notice until (for each relevant Demolition Phase) the date immediately prior to the date on which the Approved CPO is confirmed, if the Council receives vacant possession of a property within the Option Land then the Council shall not relet or otherwise deal with that property (including letting to another Secure Tenant), save that the Council may:

(a) in respect of residential dwellings:

(i) let the property to a Short Term Occupier on terms which shall not prevent or impede the Council from giving vacant possession of such property when required under this Agreement; or

(ii) let the property to a Registered Provider provided that such lease

(aa) is approved by the Buyer (such consent not to be unreasonably withheld or delayed)

(bb) cannot be varied without the Buyer’s consent (such consent not to be unreasonably withheld or delayed);

(cc) is excluded from the operation of sections 24- 28 of the Landlord and Tenant Act 1954;

(dd) includes a break clause permitting the landlord to terminate the lease on not more than 6 months notice;

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(ee) prohibits the Registered Provider from sub-letting on terms other than a weekly periodic Assured Shorthold Tenancy which can be terminated at any time on not more than 2 months notice pursuant to

section 21 of the Housing Act 1988;

(if) includes a covenant from the Registered Provider not to claim any compensation in the event that the Council has to ultimately secure vacant possession of any property via the CPO; and

(gg) shall otherwise be on terms which shall not prevent or impede the Council from giving vacant possession of such property when

required under this Agreement.

(b) in respect of non-residential premises, let the property to a commercial tenant or occupier provided that such lease or licence:

(i) is approved by the Buyer (such consent not to be unreasonably withheld or

delayed)

(ii) cannot be varied without the Buyer’s consent (such consent not to be unreasonably withheld or delayed);

(iii) shall not permit alienation of any description;

(iv) is excluded from the operation of sections 24 - 28 of the Landlord and

Tenant Act 1954;

(v) shall include a break clause permitting the landlord to terminate the lease on

not more than 2 months’ notice;

(vi) includes a covenant from the relevant tenant not to claim any compensation in the event that the Council has to ultimately secure vacant possession of

any property via the CPO;

(vii) shall otherwise be on terms which shall not prevent or impede the Council from giving vacant possession of such property when required under this

Agreement.

4.1.3 From the date on which the Approved CPO is confirmed, if the Council receives vacant possession of a property within the land comprised within the CPO (other than by a process referred to in paragraph 4.1 .1) then the Council shall not re let or otherwise deal with that property, without the consent of the Buyer in its absolute discretion.

5 Vacant Possession CPO and Closure Orders

5.1 Resolutions in principle for a CPO and Buyer Proposals for Appropriation Schemes

5.1.1 In relation to each proposed CPO the Council’s cabinet will be asked by Council officers to resolve in principle to prepare the CPO as soon as reasonably practicable having regard to the Council’s obligations under this Agreement after service of the relevant CPO Start Notice,

5.1.2 In relation to any Appropriation Scheme Land if the Council has not made a CPO that will override any Third Party Interests (including rights of light) or otherwise extinguish such Third Party Interests (including rights of light) over the Appropriation Scheme Land, where such

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Third Party Interests would inhibit or restrict the carrying out and/or use of the Development, upon notice by the Buyer to the Council (a "Buyer’s Appropriation Scheme Notice") and accompanied by a draft Appropriation Scheme which shall contain the Buyer’s proposals for any Additional Costs and Compensation Liability Security the Council shall consider details of an Appropriation Scheme and the parties agree that the Appropriation Scheme shall accord with the following principles:

(a) the consideration for (i) such transfer to the Council and (ii) such transfer back or lease back to the Buyer or a Connected Party (or in the case of the Seagrave Road Site to the Buyer or a Connected Party or to the Seagrave Road LP) shall both be the lowest possible consideration consistent with the Council’s statutory and legal obligations;

(b) the Council and the Buyer shall use reasonable endeavours to minimise any liability for stamp duty land tax or VAT or any other tax or levy in respect of such Appropriation Scheme but to the extent that the Council becomes liable for any stamp duty land tax or VAT or any other tax or levy as a result of the Appropriation, (i) the Buyer will itself (or procure that the Connected Party or the relevant owner whose identity and covenant strength shall first be approved by the Council (such approval not to be unreasonably withheld or delayed) indemnify the Council in respect of such liability, or (ii) that such other security as may be approved by the Council (such approval not to be unreasonably withheld or delayed) is provided to the Council in respect of such liability of the Council.

(c) the Council shall use reasonable endeavours to obtain all necessary consents for the Appropriation and the Appropriation Scheme as soon as possible;

(d) the reasonable legal and professional costs of the Council in respect of the Appropriation Scheme shall be paid for by the Buyer (or other party indemnifying the Council as aforesaid) (and the Compulsory Purchase, Closure Order and Appropriation Scheme Costs and Compensation Agreement provides for compensation payable to the owners of Third Party Interests to be payable by the Buyer subject to the terms of the Compulsory Purchase, Closure Order and Appropriation Scheme Costs and Compensation Agreement);

(e) the Council and the Buyer shall work together to optimise the timing of the implementation of the Appropriation Scheme in relation to (where relevant) the achievement of the CPO Implementation Programme and the VP Target Date for a relevant Phase;

(f) it will be an overriding aim of any Appropriation Scheme that the Council’s liability for, or potential liability for, expense in connection with its ownership of the land the subject of the Appropriation Scheme will be minimised. These expenses include, but are not limited to:

(i) rates;

(ii) insurance (including occupier’s liability insurance);

(iii) planning matters;

(iv) environmental matters; and

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(v) expenses associated with construction on the site to which the Appropriation

Scheme applies.

(g) the Buyer shall provide with the draft Appropriation Scheme an estimate of the compensation for which the Council will be liable as a result of any appropriation certified by an independent surveyor; and

(h) if required by the Council the Buyer shall provide or procure to be provided to the Council such reasonable Additional Costs and Compensation Liability Security as the

Parties shall agree subject to paragraph 5.6.11

5.1.3 If the terms of the Appropriation Scheme (and subject to paragraph 5.6.11 including any Additional Costs and Compensation Liability Security) have not been agreed within 60 days of the Buyer’s Appropriation Scheme Notice the matter shall be referred for resolution to a panel comprising the Chief Executive and Leader of the Council and such representatives of the Buyer as the Buyer shall nominate (up to a maximum of 2 representatives) within a further 21

(twenty one) days

5.1.4 If by the date which is 120 (one hundred and twenty) days from the Buyer’s Appropriation Scheme Notice the Appropriation Scheme shall not have been agreed and any necessary third party consents have not been obtained then the Buyer may by written notice Terminate this Agreement and the provisions of Schedule 16 shall apply to such Termination.

5A.5 Following agreement of the Appropriation Scheme, if the Council’s arrangements require, the Council shall submit the agreed Appropriation Scheme to Cabinet within 60 Working Days of the Appropriation Scheme being agreed for a decision whether to proceed with the Appropriation Scheme and if this has not been so submitted to Cabinet and/or Cabinet has not resolved to proceed with the agreed Appropriation Scheme within this time period then the Buyer may by written notice Terminate this Agreement and the provisions of Schedule 16

shall apply to such Termination.

5.1.6 If the Appropriation Scheme shall not have been implemented by the relevant parties having entered into all required documentation within 60 (sixty) Working Days of the Council’s cabinet’s decision to proceed with the Appropriation Scheme then the Buyer may by written notice Terminate this Agreement and the provisions of Schedule 16 shall apply to such Termination save that the Buyer’s right to Terminate will be suspended where the Appropriation Scheme has not been implemented because:

(a) by the date whch is 60 (sixty) Working Days from such Council’s cabinet decision, a grant of any Secretary of State or other statutory third party consent required for it to be lawfully implemented has not yet been obtained Provided That any such suspension of the Buyer’s right to Terminate shall not apply following the grant of such consent and the Buyer may Terminate this Agreement and the provisions of Schedule 16 shall apply to such Termination if any suspension period exceeds 30

(thirty) Working Days; or

(b) of the failure of the Buyer to provide the agreed Additional Costs and Compensation Liability Security Provided That any suspension of the Buyer’s right to Terminate shall end when either such agreed Additional Costs and Compensation Liability Security has been provided or the Buyer notifies the Council that the Appropriation Scheme is not being pursued so no Additional Costs and Compensation Liability Security will be required (save to cover any Additional Costs and Compensation incurred prior to the date of such notification in which case such Additional Costs and Compensation

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Liability Security required to cover any Additional Costs and Compensation incurred prior to the date of such notification shall be provided by the Buyer prior to any Termination of this Agreement).

5.2 CPO Sub Group within Project Delivery Group

5.2.1 In relation to each CPO, no later than 10 Working Days after the CPO Start Date the Council and the Buyer will set up a CPO sub group of the Project Delivery Group of such number of representatives as they agree, with a minimum of 2 participants from the Buyer.

5.2.2 The Council and the Buyer shall ensure that the CPO sub group will meet fortnightly or more frequently as they may agree.

5.2.3 Matters on which the CPO sub group will as applicable advise or assist are set out in clause 38 and include:

(a) CPOs;

(b) the process of engagement with residents referred to in clause 11.2;

(c) progress on acquisition of Third Party Interests;

(d) the CPO Implementation Programme;

(e) Blight Notice procedures;

(f) any Inquiry or Inquiries into objections to an Approved CPO or an Approved Closure Order;

(g) resources including the CPO Budget;

(h) the production and dissemination of reports and other information;

(i) securing vacant possession of Third Party Interests in accordance with a VP Requirement Notice; and

(j) an Appropriation Scheme

5.2.4 If a dispute arises between the representatives of the Council and the Buyer in the CPO sub-group, such disputes will be referred to the Project Delivery Group and will be determined in accordance with clause 40.

5.3 initial Negotiation

5.3.1 In relation to each CPO, within 20 Working Days of the CPO Start Date for a CPO the Buyer and the Council will begin (insofar as such has not already started) negotiations using the Selected Agent with the owners or prospective grantors of Third Party Interests in relation to such CPO and where applicable in accordance with the process of engagement with residents referred to in clause 11 .2 and the CPO implementation Programme.

5.4 Referencing

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5.4.1 In relation to each CPO, within 20 Working Days of the CPO Start Date for that CPO the Council will commence the formal title referencing for the Third Party Interests and on Site and near Site inspections and enquiries in relation to the CPO Land.

5.5 Negotiations and Selected Agent

5.5.1 The Council and the Buyer will during the negotiations for the acquisition or grant of any Third Party Interest keep each other reasonably informed of the progress of such negotiations.

5.5.2 Each Party will notify the other of the exchange and completion of any agreement for the acquisition or grant of any Third Party Interest.

5.5.3 Nothing in the provisions of this Schedule will prevent the Council or the Buyer negotiating with the owners of Third Party Interests provided that it is in accordance with the provisions of

this Agreement.

5.6 CPO, CPO Budget and CPO Map

5.6.1 Within 4 months of the CPO Start Notice for any CPO the Council will prepare the following documents in draft and submit the same to the Project Delivery Group and/or CPO sub group

for its approval:

(a) the Statement of Reasons;

(b) the CPO, including schedule of Third Party Interests and CPO map;

(c) subject to paragraph 5.6.2 of this Schedule, the CPO Budget;

(d) a report identifying all the Council interests in a Demolition Phase, the Earls Court, Regeneration Site, or the Seagrave Road Site, or elsewhere including any Council’s

interests which are to be Appropriated; and

(e) the report to the cabinet supporting the making of the CPO and any Appropriation of

Council’s interests.

5.6.2 A CPO Budget shall be prepared by the Council prior to the making of any CPO and in respect of a Blight Notice for or in respect of a Third Party Interest before accepting that Blight Notice Provided that there will be no obligation to prepare, submit or maintain a CPO Budget for any CPO where the Council has given notice pursuant to paragraph 5.6.6 below and clause 2.11 of the Compulsory Purchase, Closure Order and Appropriation Scheme Costs and Compensation Agreement that it will be using its own resources to fund the costs

associated with a CPO or a Blight Notice.

5.6.3 To allow the Council to prepare a CPO Budget the Buyer shall cooperate with the Council and upon receiving a written request by the Council the Buyer shall provide relevant land acquisition related information in its possession (to the extent reasonably and properly required by the Council) in order to draw up the CPO Budget.

5.6.4 The CPO Budget shall where one is required be monitored and reviewed on a quarterly basis

with the Buyer and the Council.

5.6.5 The CPO Budget shall contain an overall estimate and breakdown for all CPO Compensation and Costs set out in Schedule 1 of the Compulsory Purchase, Closure Order and Appropriation Scheme Costs and Compensation Agreement and the Council shall provide the

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Buyer with a quarterly update on these estimates showing actual costs against budgeted costs, together with an explanation for any cost overruns and an alert of any potential cost overruns and their respective amounts as soon as such potential cost overruns appear more likely than not.

5.6.6 In the event that the Council has notified the Buyer in writing in advance that it will be using its own resources to fund the costs and compensation associated with a CPO or a Blight Notice or an Appropriation and that such costs and compensation will not be included in the CPO Compensation and Costs, paragraphs 5.6.2 and 5.6.5 of this Schedule will apply (in order to keep the Buyer informed as to costs and compensation in the context of other potential CPOs or Blight Notices) save that there will be no obligation to provide an alert of any potential cost overruns (as would otherwise have been the case as specified in paragraph 5.6.5 of this Schedule).

5.6.7 The Project Delivery Group and/or CPO sub group as appropriate will consider the documents listed in paragraph 5.6.1 and advise whether they are ready to be submitted to the Council’s cabinet for a resolution to make a CPO or to undertake an Appropriation.

5.6.8 If the Project Delivery Group and/or CPO sub group as appropriate consider that such documents are not ready to be submitted to the Council’s cabinet, the Project Delivery Group and/or CPO sub group as appropriate shall direct how the matter should then proceed including, but not limited to:

(a) what further steps, evidence, information and/or resources, if any, the Council and/or the Buyer should take, acquire and/or provide in order to support the case for making a CPO and/or Appropriation and the period of time that the Council and/or the Buyer shall have to do this;

(b) the date by which revised documents, which reflect these further steps should be submitted to the Project Delivery Group for approval for it to be submitted to the Council’s cabinet for a resolution to make a CPO and/or Appropriation.

5.6.9 If the Project Delivery Group and/or CPO sub group as appropriate considers that such documents or revised versions thereof are ready to be submitted to the Council’s cabinet, then:

(a) the Council and Buyer shall jointly instruct Counsel to advise on:

(i) whether, based on the information provided to Counsel in the instructions, the prospects of a CPO made pursuant to a cabinet resolution and based on those documents being confirmed are more than 50%; and

(ii) irrespective of the prospects of success, whether Counsel considers that the prospects of successfully promoting a CPO can be enhanced by the Council and/or the Buyer providing or supplying any further information, evidence and reports prior to those documents being submitted to the Council’s cabinet for approval; and

(iii) the proposed Appropriation (if any).

(b) the identity of Counsel to be instructed shall be agreed by the Project Delivery Group.

5.6.10 CPO Suspension Notice and CPO Restart Notice

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(a) At any time prior to the Council passing a resolution to make a CPO the Buyer shall be entitled to serve on the Council a CPO Suspension Notice which shall have effect for up to 6 months from the date of such notice.

(b) After receipt of a CPO Suspension Notice:

(i) the Council shall cease carrying out all procedures in respect of the relevant CPO which is the subject of the CPO Suspension Notice other than any procedures or processes specified in writing from time to time by the Buyer at the time of or subsequent to the service of the CPO Suspension Notice which the Council shall continue with;

(ii) the Time Critical Item Completion Period referred to at Appendix 1 to this Schedule shall be suspended in respect of the relevant CPO (whether or not any procedures or processes are specified as those for the Council to continue with pursuant to paragraph 5.6.10(b)(i) above);

(iii) the Project Delivery Group shall meet within 10 (ten) Working Days of the service of a CPO Suspension Notice to consider and agree what if any matters should be continued or commenced during the period of a CPO Suspension Notice.

(c) No later than 6 months after service of a CPO Suspension Notice, the Buyer may provide notice to the Council that the Council shall re-start the process and procedures in respect of the CPO which was the subject of the CPO Suspension Notice by service on the Council of a CPO ReStart Notice and the Council and the Buyer (acting reasonably) shall agree a revised CPO Implementation Programme for such CPO, and whether any further information or documentation is required to support the CPO (including whether an updated Detailed Needs Assessment is required) and a commensurately revised Time Critical item Completion Period referred to at Appendix I to this Schedule and where this is not agreed within 5 Working Days of the service of such a CPO ReStart Notice, either the Buyer or the Council may refer the matter(s) to the dispute resolution procedure set out in clause 40

5.6.11 Additional Costs and Compensation Liability Security

(a) If reasonably required by the Council the Buyer shall provide Additional Costs and Compensation Liability Security in respect of Non-Deductible Compensation and Costs and such Additional Costs and Compensation Liability Security may include any or any combination of the following at the discretion of the Buyer:

(i) A guarantee;

(ii) A cash security deposit;

(iii) Security over other assets;

(iv) The inclusion of the whole or part of the Additional Costs and Compensation Liability as an Outstanding Liability under this Agreement;

(v) An adjustment to the Initial Guaranteed Amount;

(vi) Any other form of security acceptable to the Council.

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(b) Where Additional Costs and Compensation Liability Security is reasonably required by the Council the Buyer shall specify to the Council the Additional Costs and Compensation Security offered by the Buyer and the terms on which such security will be provided (’Additional Costs and Compensation Security Arrangements") for approval by the Council.

(c) The Council shall not unreasonably require any Additional Costs and Compensation Security or unreasonably withhold its approval to any proposed Additional Costs and Compensation Security Arrangements.

(d) Where Additional Costs and Compensation Security Arrangements are to be provided the Buyer and the Council shall endeavour to agree the terms of such documentation as may be required to implement such arrangements ("Additional Costs and Compensation Security Documentation") and each Party shall not unreasonably withhold its agreement to such terms.

(e) Any dispute as to (a) whether the Council is unreasonably requiring Additional Costs and Compensation Security or (b) whether the Council or the Buyer is unreasonably withholding its approval to any proposed Additional Costs and Compensation Security Arrangements or to the Additional Costs and Compensation Security Documentation may be referred for determination by an Expert in accordance with clause 40 and the Expert shall have regard where the dispute relates to the need for or amount of Additional Costs and Compensation Security in relation to the Appropriation of land which is not Council owned land to the principle in paragraph 51.2(f).

(f) As soon as possible and in any event within 20 Working Days following agreement or determination of any Additional Costs and Compensation Security each Party shall enter into the same and as soon as possible shall do all such other things as may be necessary to give effect thereto;

(g) Additional Costs and Compensation Security shall not be required to be in force until 5 Working Days before the relevant CPO is to be made and/or the relevant transfer of land to the Buyer is to be made following an Appropriation.

5.7 Where Counsel considers that the prospects of obtaining a confirmed CPO are more than 50%

If Counsel has advised that the prospects of a CPO (made pursuant to a cabinet resolution and based on the documents) being confirmed are more than 50% then:

5.7.1 within 10 (ten) Working Days of receipt of any Counsel’s advice received pursuant to an instruction issued under paragraph 5.6.9 the Project Delivery Group shall meet to decide whether the draft CPO, CPO map and Statement of Reasons (incorporating any amendments suggested in Counsel’s advice if applicable) is ready to be submitted to the Council’s cabinet for a resolution to make a CPO; and

5.7.2 If the Project Delivery Group decides that the draft CPO, CPO map and Statement of Reasons are ready to be submitted to the Council’s cabinet for a resolution to make a CPO it shall provide the Council with written notification to proceed with submitting the draft CPO, CPO map and Statement of Reasons to the Council’s cabinet for a resolution to make a CPO; and

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5.7.3 where the Project Delivery Group has served written notification in accordance with paragraph 5.7.2 the draft CPO, CPO map and Statement of Reasons shall be submitted to the Councils cabinet as soon as reasonably practicable subject to paragraph 5.8.5.

5.8 Where Counsel considers that the prospects of obtaining a confirmed CPO are 50% or

less

5.8.1 If Counsel has advised that the prospects of a CPO (made pursuant to a cabinet resolution and based on the documents) being confirmed are 50% or less the Project Delivery Group shall meet within 10 (ten) Working Days of receipt of Counsels advice to decide including the collation and production of additional documentation where Counsel advises this is required

to improve the chance of securing a confirmed CPO:

(a) the steps to be taken following receipt of Counsel’s advice and the period of time

within which those steps should be taken; and

(b) if relevant the date by which a further draft CPO (including CPO schedule) and CPO map should be submitted to the Project Delivery Group for approval for it to be submitted to the Council’s cabinet for a resolution to make a CPO; and

(c) whether, prior to submitting the documents back to the Project Delivery Group and if the Project Delivery Group consider it appropriate, the Buyer and Council shall jointly instruct Counsel to advise on the matters detailed in this paragraph in the light of the

further evidence and/or information collated; and

(d) the Project Delivery Group will submit written details of the matters outlined at

5.8.1(a) to (c) for the Buyer’s approval within 5 Working Days.

5.8.2 In the event that the Buyer has confirmed approval in writing of the steps to be carried out at 5.8.1(a) to (c), the Project Delivery Group shall arrange for the steps identified to be

undertaken within the programme identified.

5.8.3 Once the steps identified at paragraph 5.8.1(a) have been carried out to the satisfaction of the Project Delivery Group and the Buyer the Project Delivery Group and/or CPO sub group as appropriate will consider whether the documents are ready to be submitted to the Council’s

cabinet in accordance with paragraph 5.6.8.

5.8.4 The Council shall, if necessary, continue to modify the draft CPO and supporting documentation and evidence in a manner to secure the opinion of Counsel that the draft CPO has more than a 50% chance of being confirmed unless and until the Council receives the advice of Counsel that the CPO is incapable of being modified and has a 50% or less chance of being confirmed and becoming a Satisfactory CPO and therefore should not be made and following receipt of that advice from Counsel then the Council can abandon attempts to make

the CPO subject to paragraphs 5,10.10 and 5.10.11.

5.8.5 If, at any time, the Project Delivery Group and/or CPO sub group as appropriate disagrees on any aspect within this paragraph 5, the matter shall be referred to be determined in

accordance with clause 40.

5.8.6 Subject to paragraph 5.7 as soon as reasonably practicable (bearing in mind the agenda for meetings of the Council’s cabinet and the need for pre-meeting information and appropriate publicity) after the CPO sub group and/or Project Delivery Group’s decision to submit a proposed CPO to the Council’s cabinet, the Council’s officers shall submit the following

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documents, as approved by the Project Delivery Group and/or CPO sub group, to the Council’s cabinet for a resolution to make the CPO and Appropriate the relevant Council’s interest(s) and authority to seal the same:

(a) Statement of Reasons in respect of the CPO;

(b) CPO and CPO map;

(c) a report supporting the making of, pursuing, confirmation and implementation of the CPO.

(d) a report identifying all the Council’s land in the Earls Court Regeneration Site which is to be Appropriated.

5.9 Information Exchange for a CPO and a Closure Order

5.9.1 The Council will regularly (not less than fortnightly) consult with the Buyer in relation to the progress of the preparation for, making of, pursuing, confirmation and implementation of any CPO and arrangements, procedures, preparation for and conduct of any Inquiry and the Council will supply to the Buyer, as soon as reasonably practicable, copies of all relevant documentation relating to the CPO for consultation and comment by the Buyer (except where the Council has been advised by Counsel that the supply of such documents could prejudice the success of the CPO).

5.9.2 The Council and Buyer will regularly (not less than fortnightly) consult with each other in relation to the progress of the preparation for, making of, pursuing, confirmation and implementation of any Closure Order and each will supply the other, as soon as reasonably practicable, copies of all relevant documentation relating to any Closure Order for consultation and comment (except where the Council has been advised by Counsel that the supply of such documents could prejudice the success of the Closure Order).

5.9.3 The Council’s and the Buyer’s obligations in paragraphs 5.9.1 and 5.9.2 will be discharged by provision of information to the CPO sub group and/or the Project Delivery Group as appropriate.

5.9.4 The Buyer will (at its own cost) provide all reasonable assistance to the Council with any CPO and Closure Order.

5.10 Making any CPO

5.10.1 Subject to paragraph 5.6,10 (CPO Suspension Notice) and subject to the Buyer supplying to the Council any relevant Additional Costs and Compensation Security Documentation pursuant to paragraph 5.6.11 no later than the expiry of 6 months from the date on which the CPO Start Notice was served (or 8 months in relation to a CPO within paragraph (c) of the defined term CPO) the Council’s cabinet will be asked to resolve to make a CPO and Appropriate the Council’s interests within the relevant Demolition Phase.

5.10.2 If the Council has resolved to make a CPO the Council will, in full consultation with the Buyer, proceed with due diligence (and in any event within 10 (ten) Working Days of the date of the resolution) to make the CPO.

5.10.3 Within 15 (fifteen) Working Days of the date on which the CPO is made and the Buyer receives from the Council a copy thereof, together with all notices and the Statement of

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Reasons in respect thereof, the Buyer will serve on the Council written notice (the "Buyer’s

Approval Notice") confirming that:-

(a) the Buyer is satisfied that so far as it is aware the CPO has been made in compliance

with all statutory requirements; and

(b) the Buyer is satisfied with the CPO in terms of the Third Party Interests included in

the CPO or

(c) that the CPO is not approved

and any failure to serve the Buyer’s Approval Notice within the 15 (fifteen) Working Days referred to above will be deemed to be service of the Buyer’s Approval Notice, and following receipt of the Buyer’s Approval Notice the CPO will be termed an "Approved GPO".

5.10.4 The Council will (subject to any necessary Additional Costs and Compensation Security pursuant to paragraph 5.6.11 being provided) within 10 (ten) Working Days of the date on

which the Buyer serves the Buyer’s Approval Notice:

(a) submit an Approved CPO to the Secretary of State for confirmation and use its reasonable endeavours to obtain confirmation of the CPO and shall jointly appoint Counsel with the Buyer to advise in relation thereto; and

(b) Appropriate all interests owned by the Council in the CPO Land.

5.10.5 If the Council fails to submit the Approved CPO to the Secretary of State for whatever reason it shall be obliged and under an obligation to continue to seek to submit the Approved CPO to the Secretary of State unless and until the Council receives the advice of Counsel that submitting the Approved CPO to the Secretary of State has a 50% chance or less of being confirmed but if the Council has received the advice of Counsel that there is a 50% chance or less of securing a confirmed CPO which would be a Satisfactory CPO this shall be a Council Abandonment Event and the Council shall be entitled to abandon the CPO subject to

paragraph 5.10.11.

5.10.6 The Council shall promptly invite representatives of the Buyer to attend all meetings and all consultations with Counsel relating to the preparation of the case in support of any Approved CPO and for any Inquiry into objections against any Approved CPO and shall consult with the Buyer in relation to the form of the joint instructions to be provided for Counsel and the selection of witnesses to give evidence on behalf of the Council and the Buyer at any Inquiry.

5.10.7 The Buyer will be entitled to appoint and will appoint if requested by the Council or on the advice of Counsel professional consultants to support the Council in seeking the confirmation of any Approved CPO, including the giving of evidence as to matters within its or their competence or proper expertise, the provision of expert witnesses and attendance or giving

assistance at any Inquiry.

5.10.8 The Council shall negotiate with objectors to any Approved CPO and seek the withdrawal of objections and agree with the Buyer the form and content of appropriate undertakings (if any) to objectors having first obtained the advice of Counsel thereon where possible and

consistent with this Agreement.

5.10.9 In relation to the first Demolition Phase the Council will not be obliged (save to the extent that the Council decides at its own discretion to proceed) to proceed to an Inquiry into any objections into any CPO or take any further steps to secure confirmation of any CPO save for

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the preparation and issue of its Statement of Case for any Inquiry or written representations in any written representations process or initial submissions in relation to any court hearing (where applicable) unless:

(a) in the case of an Inquiry by the date which is 8 weeks before the date for exchange of evidence pursuant to Rule 15(3) of the Compulsory Purchase (Inquiries Procedure) Rules 2007; or

(b) in the case of any written representations process by the date 8 weeks before the deadline for written representations to be submitted;

the Buyer has:

(i) demolished the light industrial units on those parts of Roxby Place within the red edging on the plan attached with drawing number 55100/78 as labelled Roxby Place Site; or

(ii) begun construction of the basement of the buildings approved pursuant to the Seagrave Road Planning Permission and required for the relevant Replacement Homes

5.10.10 If there is a failure to make a CPO and this Agreement is not Terminated then the procedures required to be followed by the Council in making and submitting a replacement and/or further Approved CPO to the Secretary of State shall only be repeated to the extent that Counsel has advised they need to be repeated and any dispute on this matter shall be referred to Counsel acting as an expert and not as an arbitrator (and who, for the avoidance of doubt, shall only be the same Counsel as has advised pursuant to paragraph 5.6.9(a) if the Buyer and Council agree) and the provisions of the Arbitration Act 1996 shall not apply to the expert, his decision or the procedure by which he reaches his decision and the expert’s decision on the matter shall in the absence of manifest error be final and binding on the Council and the Buyer; and

(a) if the Council or the Buyer wish to refer the matter to Counsel then either said Party will give notice in writing to that effect to the other and such notice shall contain details of the matter that the said party wishes to refer to Counsel;

(b) if the matter is not resolved within 2 Working Days of such notification, either said party may then refer the matter to Counsel;

(c) Counsel will allow the said parties to make written representations and written counter-representations to him within 5 Working Days of the date of his appointment but will not be in any way fettered by such representations and counter-representations and will rely on his own judgment (and such period cannot be extended without the consent of the said parties);

(d) the said parties will give Counsel such assistance as Counsel considers necessary to carry out his function;

(e) Counsel will give notice in writing of his decision to the said parties within 10 Working Days of his appointment or within such extended period as the said parties may both agree in writing;

(f) the costs of Counsel in determining any matters pursuant to this paragraph 5.1 0.8 shall be paid by the said parties in equal shares

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5.1011 Where a Council Abandonment Event occurs then:

(a) the Council shall be under a duty to publicise its decision in full consultation with the

Buyer; and

(b) the Council shall reject any requests by Third Party Interests within the abandoned CPO to acquire their Third Party Interests unless included in a further CPO unless the

Buyer expressly agrees or requests such acquisition; and

(c) the Buyer shall not be under any duty to acquire and/or fund the acquisition of such a Third Party Interest nor shall such an acquisition by the Council nor any costs and compensation paid in respect of the same be regarded as CPO Compensation and Costs unless it has expressly agreed or requested such acquisition pursuant to sub-

paragraph (b) above.

5.11 Preparation and Making of Closure Orders by the Council

5.11.1 Where reasonably practicable in sufficient time to allow for the potential conjoining of any Inquiry in relation to a Closure Order with any Inquiry in relation to objections to an Approved CPO, the Buyer will identify for the Council the requirement for any Closure Orders within the Demolition Phase or for the carrying out and use of the Development and will (at its own cost) work with the Council to prepare applications for such Closure Orders.

5.11.2 Whether or not a CPO is required for proposed Development to be carried out or used but where a Closure Order is required for the carrying out or use of proposed Development then if the Buyer requests the Council to prepare a Closure Order then the Council shall prepare a Closure Order in draft and send to the Buyer a copy of the draft Closure Order and all proposed notices and statement of reasons in respect thereof and within 15 (fifteen) Working Days of the date of receipt the Buyer will serve on the Council written notice (the "Buyers

Closure Order Approval Notice"):-

(a) confirming that the Buyer is satisfied that so far as it is aware that the draft Closure Order is in a format in compliance with all statutory requirements; and

(b) confirming that the Buyer is satisfied with the proposals contained in the draft Closure

Order or

(c) that the Closure Order is not approved

and any failure to serve the Buyer’s Closure Order Approval Notice within the 15 (fifteen) Working Days referred to above will be deemed to be service of the Buyer’s Closure Order Approval Notice, and following receipt of the Buyer’s Closure Order Approval Notice the proposed Closure Order will be termed an "Approved Closure Order"; and

(d) the Closure Order shall not be made, published, submitted to the Secretary of State or the Magistrates’ Court (as appropriate) unless it is an Approved Closure Order and if there is a related CPO to be made by the Council the Approved Closure Order shall be made and published by the Council no later than I (one) month from receipt of the Buyer’s Closure Order Approval Notice or 1 (one) month from the making of any

related CPO whichever is the later;

(e) The Council will use reasonable endeavours to obtain the Closure Order;

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(f) The Council will keep the Buyer informed of the progress made in the making and confirmation of the Closure Order, any objections thereto and any negotiations undertaken with the highway authority and relevant Government Office in respect thereof and of any communications with the confirming body and/or the Planning Inspectorate and the Magistrates’ Court;

(g) the Council will use reasonable endeavours to secure the earliest possible date for an Inquiry to hear objections to the Closure Order (or a Magistrates’ Court hearing) and, in the case of an Inquiry, seeking a conjoined Inquiry with any Inquiry into objections to a related CPO for a Demolition Phase

(h) the Council will consult the Buyer and take into account all reasonable representations made by the Buyer as to the progress and conduct of the promotion of the Closure Order and in relation to all submissions and any evidence to be submitted to the Inquiry or Magistrates’ Court hearing;

(i) the Council will supply to the Buyer all relevant advice, documentation, correspondence and reports received and issued in respect of the Closure Order;

(j) the Council will appoint an experienced counsel to present the Council’s case for confirmation of the closure Order at the Inquiry or Magistrates’ Court hearing and will notify the Buyer of and invite the Buyer to any consultation with counsel and shall consult with the Buyer on the form of the instructions (to be provided in draft form for the Buyer’s comment)

and in this paragraph 5.11 and in paragraph 5.12 references to the making or confirmation of a Closure Order shall mean (as the context admits) to having performed all administrative steps so that no further steps are required before the Closure Order can take effect.

5.12 Preparation and Making of Closure Orders by the Buyer

5.12.1 In the event that the Buyer is to make an application for a Closure Order, the Buyer shall apply for a Closure Order either before or as soon as reasonably practicable after the making of any related CPO.

5.12.2 If the Buyer applies for a Closure Order it shall:

(a) use reasonable endeavours to obtain such Closure Order;

(b) keep the Council informed of the progress made in the making and confirmation and implementation of such Closure Order, any objections made thereto and any negotiations undertaken with the highways authority and relevant Government Office in respect thereof and of any communications with the confirming body and/or the Planning Inspectorate;

(c) use reasonable endeavours to secure the earliest possible date for an Inquiry to consider objections to such Closure Order, seeking a conjoined Inquiry with any related CPO which has been made and in respect of which an Inquiry into objections to the CPO is due to be held;

(d) consult with the Council and take into account all reasonable representations made by the Council as to the progress and conduct of the promotion and pursuance of the confirmation of such Closure Order and in relation to all submissions and any evidence to be submitted to the Inquiry;

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(e) supply to the Council all relevant advice, documentation, correspondence and reports received and issued by the Buyer in respect of the promotion and pursuance of the

confirmation of the Closure Order; and

(f) appoint an experienced counsel to present the Buyer’s case for confirmation of such Closure Order at the Inquiry and to notify the Council of and invite the attendance of

the Council at all consultations with such counsel;

5.12.3 Subject to the Council having decided to support a Buyer’s Closure Order, the Council will use reasonable endeavours to assist the Buyer in securing confirmation of such Closure

Order as a Satisfactory Closure Order as soon as possible.

5.13 Confirmation of an Approved CPO and process if an Approved GPO is a Satisfactory

CPO

5.13.1 If the Secretary of State notifies the Council pursuant to section 14A of the Acquisition of Land Act 1981 that the Approved CPO is one which the Council may confirm itself the Council will provide a copy of the letter of notification to the Buyer and proceed to confirm the Approved

CPO as soon as reasonably practicable thereafter.

5A3.2 If the Secretary of State confirms the Approved CPO the Council will provide a copy of the letter of confirmation, any report from the Inspector and a copy of the confirmed Approved CPO to the Buyer as soon as reasonably practicable thereafter

5.13.3 Once an Approved CPO is confirmed:

(a) the Buyer will confirm in writing to the Council no later than 10 (ten) Working Days after receiving the confirmed Approved CFO and any other documents pursuant to paragraphs 5.13.1 to 5.13.2 above whether the confirmed Approved CPO is

satisfactory and if so it will be termed "a Satisfactory CPO"; and

(b) insofar as such has not already been agreed, as soon as reasonably practicable (and in event within 10 (ten) Working Days) following confirmation by the Buyer that the confirmed Approved CPO is a Satisfactory CPO, the Council and the Buyer will through the Project Delivery Group and/or the CPO sub group (as appropriate) use reasonable endeavours to agree the next steps in the CPO Implementation Programme. Any disputes will be referred to be determined in accordance with

clause 40; and

(c) as soon as reasonably possible after receiving confirmation that the confirmed CPO is a Satisfactory CPO (and in any event within 25 Working Days of receiving such confirmation save where this period is extended in accordance with paragraph 5.13.4) the Council will prepare all relevant and necessary notices and documents on behalf of the Council and then publish and serve a notice of confirmation of the Satisfactory CPO, which shall be a combined notice of confirmation of the Satisfactory CPO and (in respect of those interests in which a GVD can be made) a notice of intention to make a GVD in respect of the Satisfactory CPO and will take all necessary steps to comply with all other relevant statutory requirements in relation to the confirmed

Satisfactory CPO;

(d) unless the Council has notified the Buyer pursuant to paragraph 5.6.6 the Council will not make any GVD and/or serve any notices to treat and/or notices of entry and/or take any other steps required to be taken to acquire any Third Party Interests

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pursuant to any CPO unless and until it receives a VP Requirement Notice or the Buyer otherwise agrees, following which paragraph 7.2 shall apply; and

(e) the Council will seek to implement the Satisfactory CPO and continue to seek to implement the Satisfactory CPO (including scheme modifications acceptable to the Buyer) unless and until the Council receives Counsel’s advice that the implementation of the Satisfactory CPO has a 50% or less prospect of success and therefore should not be pursued and the Council may treat this as a Council Abandonment Event and abandon its attempts to implement the CPO subject to paragraph 5.10.11.

5.13.4 If any part of the Time Critical Item Completion Period for completion of the fifth Time Critical Item (item no. 5 in Appendix 1 to this Schedule) falls within the following periods:

(a) 15 July to 1 September (inclusive); or

(b) 15 December to 15 January (inclusive)

(the "Suspension Periods’) any part of such Time Critical Item Completion Period that, as at the start of one of the aforementioned periods, is unexpired will be suspended and will only continue to expire following the expiry of either of the Suspension Periods, Provided That such suspension shall not occur to the extent that the reason for such Time Critical Item Completion Period falling within either of the Suspension Periods is caused or contributed to by the Council’s failure to achieve completion of any other Time Critical Items within its respective Time Critical Item Completion Periods.

514 Confirmation of Satisfactory Closure Order

5.14.1 If the Secretary of State, the Council or the court (as appropriate to the type of Closure Order concerned) confirms or makes the Closure Order the Council will provide a copy of the letter of confirmation, any report from an inspector, decision of the Council or of the court (as appropriate) to the Buyer as soon as reasonably practicable and the Buyer will notify in writing to the Council no later than fifteen (15) Working Days of receiving the aforesaid relevant documentation whether the confirmed or made (as appropriate) Closure Order is a Satisfactory Closure Order Provided That if the Buyer is the recipient of the aforesaid documentation and not the Council then the Buyer will supply copies of the relevant documentation to the Council and notify in writing to the Council no later than fifteen (15) Working Days of receiving the aforesaid relevant documentation whether the confirmed or made (as appropriate) Closure Order is a Satisfactory Closure Order.

5.14.2 Following confirmation or making (as appropriate) of a Satisfactory Closure Order the Council and/or the Buyer (as appropriate) shall take all steps to implement the same to enable the Development to be carried out and used in accordance with the CPO Implementation Programme and in accordance with this Agreement.

5.15 Where a confirmed CPO is not a Satisfactory CPO or where a confirmed Closure Order is not a Satisfactory Closure Order

5.15.1 If an Approved CPO is not a Satisfactory CPO, then:

(a) the Buyer shall provide reasons to the Council why the Approved CPO is not a Satisfactory CPO; and

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(b) the Buyer may elect to recommence the CPO process set out in this Schedule; and request that the Council make a new CPO for the relevant Phase and may serve a new CPO Start Notice in respect of that Phase and Counsels (and who for the avoidance of doubt shall only be the same Counsel as has advised pursuant to paragraph 5.6.9(a) if the Council and the Buyer agree) advice shall be sought as soon as reasonably practicable whether a new CPO could be made which enables the relevant Phase of the Development to be carried out and used and which adequately responds to the Buyers reasons why the Approved CPO is not a Satisfactory CPO (including any scheme or Development modifications to the relevant Phase acceptable to the Buyer) and which would have greater than a 50% chance of success for being confirmed as a Satisfactory CPO; or

(c) subject to Schedule 16 proceed to issue a new CPO Start Notice for a CPO for a new and/or modified Phase in accordance with the terms of this Agreement.

5.15.2 Where an Approved CPO has been submitted to the Secretary of State and not confirmed then the Buyer may decide (in consultation with the Council and Counsel) to either:

(a) request that the Council make a new CPO for the relevant Phase and Counsels advice shall be sought as soon as reasonably practicable whether a new CPO could be made which enables the relevant Phase of the Development to be carried out and used and which adequately responds to the reason why the Approved CPO has not been confirmed (including any scheme or Development modifications to the relevant Phase acceptable to the Buyer) and which would have greater than a 50% chance of success for being confirmed as a Satisfactory CPO; or

(b) subject to Schedule 16 proceed to issue a new CPO Start Notice for a new and/or modified Phase in accordance with the terms of this Agreement.

5.15.3 Ifan Approved CPO is confirmed with modifications not approved by the Buyer prior to confirmation of the CPO such that in the opinion of the Buyer it is not a Satisfactory CPO, then the Buyer may at any time nonetheless notify the Council that it wishes to proceed with the Unsatisfactory CPO which will then be deemed to be a Satisfactory CPO.

5.15.4 If an Approved Closure Order is not a Satisfactory Closure Order, then:

(a) the Buyer shall provide reasons to the Council why the Approved Closure Order is not a Satisfactory Closure Order;

(b) the Buyer may elect to recommence the Closure Order process set out in this Schedule; and if the Closure Order is one to be made by the Council, request that the Council make a new Closure Order for the relevant Phase and Counsel’s advice shall be sought as soon as reasonably practicable whether a new Closure Order could be made which enables the relevant Phase of the Development to be carried out and used and which adequately responds to the Buyer’s reasons why the Approved Closure Order is not a Satisfactory Closure Order (including any scheme or Development modifications to the relevant Phase acceptable to the Buyer) and which would have greater than a 50% chance of success for being confirmed as a Satisfactory Closure Order; and

(c) Where an Approved Closure Order has been submitted to the Secretary of State and not confirmed then the Buyer may decide in consultation with the Council and Counsel to request that if the Closure Order is one to be made by the Council, the

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Council make a new Closure Order for the relevant Phase and Counsel’s advice shall be sought as soon as reasonably practicable whether a new Closure Order could be made which enables the relevant Phase of the Development to be carried out and used and which adequately respond to the reasons why the Approved Closure Order has not been confirmed (including any scheme or Development modifications to the relevant Phase acceptable to the Buyer) and which would have greater than a 50% chance of success for being confirmed as a Satisfactory Closure Order.

If an Approved Closure Order is confirmed with modifications (not approved by the Buyer prior to confirmation of the Closure Order) such that in the opinion of the Buyer it is not a Satisfactory Closure Order, then the Buyer may at any time nonetheless notify the Council that it wishes to proceed with the Unsatisfactory Closure Order which will then be deemed to be a Satisfactory Closure Order.

5.16 Referrals to Upper Tribunal

Where, following service of a GVD or notice to treat in respect of a Third Party Interest in respect of a Satisfactory CPO, it has not been possible within 6 months to conclude negotiations in respect of CPO Compensation in respect of a Third Party Interest, then unless the Buyer agrees otherwise, the Council (in consultation with the Buyer) will refer the determination of any such Compensation payable to the claimant to the Upper Tribunal (Lands Chamber), acting reasonably and with the aim of determining the appropriate amount of CPO Compensation payable.

5.17 Blight Notices

The provisions of the Compulsory Purchase, Closure Order and Appropriation Scheme Costs and Compensation Agreement will apply to any Blight Notices served on the Council following the date hereof.

5.18 Initial and Final Demolition Notices

5.18.1 If the Council receives an application under a Right to Buy in respect of residential property contained within the area covered by a CPO Start Notice then the Council shall as soon as possible carry out the procedures set out in the Housing Act 1985 (section 138A, section 138B and schedules 5 and 5A) to issue and serve initial and/or final demolition notices, as appropriate, to suspend the right to buy application and if the Parties are in dispute on any matter thereafter the dispute will be referred to an Expert pursuant to clause 40.

6 VP Requirement Notice

6.1 .1 The Buyer may serve a VP Requirement Notice any time after the confirmation of the relevant Satisfactory CPO (and any relevant Satisfactory Closure Order) but:

(a) there must be at least a period of 3 months between the date of the VP Requirement Notice and the first Estimated Habitable Date for any of the Replacement Homes that are to be provided to replace the Existing Homes comprised in the VP Requirement Notice;

(b) the VP Date may not be a date later than the date on which the relevant Satisfactory CPO will cease to be capable of implementation;

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(c) the VP Date may not be less than 7 months from the date of the VP Requirement

Notice;

(d) the VP Date must be at least 3 months after the last Estimated Habitable Date for any of the Replacement Homes that are to be provided to replace the Existing Homes

comprised in the VP Requirement Notice.

6.1.2 Both: (a) the Time Critical Item Completion Period for the Time Critical Item numbered 6 in Appendix 1 to this Schedule for a Demolition Phase will be extended where the Council is prevented from achieving such Time Critical Item within that Time Critical Item Completion

Period by any of the following; and (b) the VP Date will be extended where:

(a) a Satisfactory CPO has been challenged by a validly made application under section

23 of the Acquisition of Land Act 1981; or

(b) there is a Judicial Review challenge to the making of a GVD or the service of a notice to treat or a notice of entry (or any decision to take any such step) in relation to a

Satisfactory CPO.

In such circumstances, the VP Date and the Time Critical Item Completion Period for such Time Critical Item will be 3 months after the date of a judgment or decision from which no appeal is possible or in relation to which the deadline for filing any appeal has passed without any appeal having been issued PROVIDED THAT at the request of the Buyer, where the Council can continue to implement the GVD or notice to treat or notice of entry in relation to all or part of the CPO Land it will continue to do so or in the alternative make a new GVD or serve a new notice to treat or notice of entry and if there is any doubt as to whether this is possible either Party may refer this to the Project Delivery Group (who shall meet within 10 (ten) Working Days of such referral) for an opinion and if the Parties are in dispute on any matter thereafter, either Party may refer the dispute to an Expert pursuant to clause 40.4.

6.1 .3 Any number of VP Requirement Notices can be served in relation to a Phase save that the Buyer shall not be permitted to serve a VP Requirement Notice in relation to part or all of a Phase where, to do so, would mean that, by virtue of previous VP Requirement Notices served, the Council would, at any one time, be decanting more than 200 Existing Homes in a

7 month period.

7 Following Service of the VP Requirement Notice

7.1 VP Requirement Notice Service

Subject to a VP Requirement Notice being served upon the Council and only following service of the VP Requirement Notice, the Council shall in respect of the Existing Homes identified in

the VP Requirement Notice:

7.1 .1 immediately commence the process of relocating all Short Term Occupiers who are occupying the Existing Homes within the relevant Demolition Phase and progress this

process with all due speed; and

7.1.2 immediately serve notice on any Registered Providers to whom a lease of an Existing Home has been granted in accordance with paragraph 4.1 .2(a)(ii) of this Schedule and take all steps

necessary to secure possession of any such properties;

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7.1 .3 immediately serve notice on any owners or occupiers of any non residential premises to whom a lease has been granted in accordance with this Schedule and take all steps necessary to secure possession of any such properties; and

7.1.4 immediately serve notice on any unlawful occupiers (including squatters) and take all steps necessary to secure possession of such properties.

7.2 GVD and Notices to Treat

7.2.1 Following service of the VP Requirement Notice, the Council will in accordance with the provisions of this Schedule:

(a) in respect of those Third Party Interests in which a GVD can be made make a GVD or GVDs in respect of a Satisfactory CPO in accordance with the CPO Implementation Programme; and

(b) in respect of those Third Party Interests in which no GVD can be made serve in respect of a Satisfactory CPO a notice or notices to treat (and either simultaneously or in due course) a notice or notices of entry in accordance with the CPO Implementation Programme.

73 Satisfaction of Vacant Possession Condition

7.3.1 The Council shall diligently and expeditiously use all powers available to it to procure that the owners of Third Party Interests give vacant possession of Third Party Interests in compliance with the CPO Implementation Programme but, in any event, by the VP Date and in accordance with arrangements agreed between the Council and the owners of the Third Party Interests and if such owners refuse to vacate the Third Party Interests the Council will take such steps as are necessary to obtain vacant possession in accordance with the CPO Implementation Programme and in any event by the VP Date including necessary enforcement action including if required the execution of a deed poll to secure vacant possession.

7.3.2 If the Council fails to satisfy the Vacant Possession Condition by the VP Date the Council shall continue diligently and expeditiously to use all powers available to it to satisfy the Vacant Possession Condition unless and until it shall have been established in accordance with this paragraph 7.3 that a VP Abandonment Event has occurred.

7.3.3 If the Council considers that the prospects of success of the Council securing any order of the Court or lawfully being able to operate any other legal process necessary to enable it to secure possession of any Third Party Interest to enable the Council to lawfully satisfy the Vacant Possession Condition in a Demolition Phase (taking into account any appeal process that may be available) shall be less than 50% (the "VP Abandonment Test") then the Buyer and the Council shall endeavour to agree whether the VP Abandonment Test is satisfied and in default of agreement the matter may be referred by either party to and Expert in accordance with clause 40.4 provided that:

(a) the Expert in this case shall be a Queen’s Counsel experienced in proceedings of the nature and type in issue

(b) the Expert in this case shall be agreed between the Parties or in default of agreement appointed at the request of either of the Parties by or on behalf of the Chairman for

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the time being of the General Council of the Bar or his duly appointed deputy or other person authorised to make appointments on his behalf.

7.3.4 If the parties agree or the Expert shall determine that the VP Abandonment Test shall be satisfied then in respect of the relevant Third Party Interests the Buyer shall not be entitled to bring any claim against the Council seeking (by way of specific performance or similar remedy) to compel the Council to satisfy the Vacant Possession Condition in accordance with the obligations in paragraph 7.3.2 of this Part of this Schedule for the Demolition Phase (and this shall be a VP Abandonment Event) but subject and without prejudice to paragraphs 7.3.5

and 7.3.7 of this Part of this Schedule

7.3.5 If a VP Abandonment Event occurs and if required by the Buyer, the Parties shall endeavour to agree (such agreement not to be unreasonably withheld or delayed) such modifications to the Demolition Phase and other relevant matters as may be fair and reasonable so that parts of the relevant Demolition Phase may be transferred to the Buyer (including subject to any outstanding Third Party Interests (which, unless the Council otherwise agrees, shall not comprise a dwelling or dwellings which are occupied) as the Buyer may agree but without prejudice to the remaining provisions of this paragraph) and the arrangements in this Agreement can continue in relation to the Demolition Phase notwithstanding that the VP Abandonment Test is not satisfied in relation to the relevant Third Party Interest(s) and following agreement such arrangements shall be implemented provided that such modifications and arrangements shall ensure that where in respect of any part of the Demolition Phase that is not to be transferred to the Buyer under such arrangements the relevant Third Party Interest(s) in such parts of the Demolition Phase comprise a dwelling or dwellings which are occupied, criteria (a) and (b) the PPDN Criteria will be met in respect of such Third Party Interest(s) so that the PPDN Criteria will continue to be met in respect of that

part of the Option land which remains vested in the Council.

7.16 Any land or Third Party Interests in respect of which a VP Abandonment Event has occurred shall remain part of the Option Land and the Buyer shall be entitled to bring such land forward as part of a subsequent Phase provided that the Council has been able to satisfy the VP

Condition in respect thereof.

7.3.7 Nothing in this paragraph 7.3 of this part of this Schedule shall limit any other right or remedy of the Buyer against the Council which arises as a result of the Council failing to satisfy the VP Condition in relation to the relevant land or Third Party Interests and in particular (but without limitation) (a) any right to Terminate this Agreement (b) any liability of the Council to pay LADS (c) any liability of the Council to pay damages at large on Termination of this Agreement (but subject and without prejudice to the express limitations on the recovery of such LADS or other damages provided for in clause 39 or in Schedule 6 or paragraph 7 of

Schedule 16.

74 Transfer of Third Party Interests

If the Council shall acquire any Third Party Interest pursuant to the terms of this Schedule, or the Compulsory Purchase, Closure Order and Appropriation Scheme Costs and Compensation Agreement, the Council will at the request from time to time of the Buyer sell and the Buyer will buy all such Third Party Interests as are capable of being transferred (as opposed to having been extinguished by the Council acquiring the same) in accordance with

the provisions of Part 3 of this Schedule.

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8 Buyer’s Interests in Earl’s Court Regeneration Site

The Council shall not make any compulsory purchase order required for the Development in respect of the Buyer’s (or the interests of any Connected Party) interests in the Earl’s Court Regeneration Site without the prior written consent of the Buyer.

9 Approach to Application of Time Critical Events and LADS

Appendix 2 is appended to this Schedule for information purposes only and is not to be used in construing this Agreement but is used to illustrate the approach to the CPO and Appropriation and Appropriation Scheme process and the application of Time Critical Items, Time Critical Item Periods and LADS and procedural time period compliance periods any of which may result in a Refund Termination Event.

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Part 2 - Liquidated and Ascertained Damages

LIQUIDATED AND ASCERTAINED DAMAGES

Time Critic-a! Items

1.1 If, in respect of a CPO (except a CPO made in respect of the interest and rights specified in paragraph (c) of the defined term "CPO"), the Council fails to achieve completion of one or more of the Time Critical Items by the relevant Time Critical Item Completion Period or Date, the Council shall pay and/or allow LADS to the Buyer in accordance with this Part 2.

1.2 The period in respect of which the Council would otherwise be liable to pay and/or allow LADS in relation to a CPO in accordance with this Part 2 as a consequence of any of Time

Critical Items numbered "1", "2" or "3" in Appendix 1 below not being complete within its respective Time Critical Item Completion Period shall be reduced by the equivalent period (if any) by which any Time Critical Item "4" or "5" (but not "6" or 7") in Appendix 1 below in relation to that CPO is completed prior to the expiry of its respective Time Critical Item

Completion Period (an "Item 1, 2 or 3 Time Saving Period") provided that any Item 1, 2, or 3

Time Saving Period shall only apply once in reducing the period in respect of which the Council would otherwise have been liable for LADS in relation to not having completed Time

Critical Items "4" or "5" in Appendix 1 below.

1.3 Insofar as the Council is, in relation to a CPO, unable to complete a Time Critical Item within its respective Time Critical Item Completion Period by reason of any impediment, prevention or default of the Buyer, then such Time Critical Item Completion Period shall be extended by

such period as is fair and reasonable as a result thereof.

1.4 If a VP Requirement Notice in respect of that CPO is issued by the Buyer prior to the occurrence of Time Critical Item numbered "Sin Appendix 1, the Council shall have no liability to the Buyer for LADS in relation to any failure to complete Time Critical Item numbered "Sin Appendix 1 within its Time Critical Item Completion Period in respect of that

CPO.

1.5 Without prejudice to paragraph 1.3 above, the Time Critical Item Completion Period for the Time Critical Item numbered "6" in Appendix I below for a CPO will be extended if the Council is prevented from achieving completion of such Time Critical Item within such Time Critical Item Completion Period by the Independent Certifier’s Habitable Certificate(s) not having been issued for all the relevant Replacement Homes. In such circumstances, such Time Critical Item Completion Period will expire 3 months after the date upon which the Independent Certifier’s Habitable Certificate has been issued for all the relevant Replacement

Homes.

1.6 Where a Challenge is made during a Time Critical Item Completion Period that has the effect ....c :.,. L_. r:......_. r...: .-.i u...... ... .. I..: I... such L rL....... c’..u;......i ii...... ,’.........i ;.-..-.

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Period relates beyond the relevant Time Critical Item Completion Period, then such Time Critical Item Completion Period shall be extended by such period as is fair and reasonable as

a result thereof.

1.7 Where in this part of this Schedule reference is made to a Demolition Phase such reference shall also include a part of a Demolition Phase in respect of which a VP Requirement Notice has been served as if such part itself comprised the whole of the Demolition Phase, provided that, for the avoidance of doubt, only the GEA of the relevant development on that part of the

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Demolition Phase in respect of which the VP Requirement Notice has been served shall be used in calculating any liability of the Council for LADS pursuant to paragraph 2.1 below.

Council’s Liability for LADS

2.1 Subject to the limitation set out in paragraph 3 below, if in respect of any Demolition Phase (or any part thereof) the Council fails to achieve completion of a Time Critical Item within the relevant Time Critical Item Completion Period (or date) then the Council will pay or allow LADS to the Buyer at the rate of £0.50 (Indexed) multiplied by the GEA (expressed in square feet) of the development permitted to be carried out on the relevant Demolition Phase by the Satisfactory Main Site Planning Permission (or if greater, the Satisfactory Scheme Overage Planning Permission) for each week (or part thereof) that elapses between the date of expiry of the relevant Time Critical Item Completion Period (or date) and the date on which the relevant Time Critical Item is completed (or any earlier Termination of this Agreement pursuant to paragraph 4.2.1 of Schedule 16).

2.2 In respect of any LADS to which the Buyer is entitled pursuant to this Part 2, the Buyer may withhold, deduct or set-off such LADS from any Advance Payment (or any other sums) which are due or which may become due for payment by the Buyer to the Council under this Agreement. Further or alternatively at the Buyer’s discretion, insofar as any such LADS have not been so withheld, deducted or set-off by the Buyer, the Buyer may recover the balance of any such LADS from the Council as a debt, and such debt shall be payable by the Council within twenty (20) Working Days of the Buyer’s written demand.

2.3 The Buyer shall repay or allow to the Council any LADS paid or allowed by the Council which the Buyer is no longer entitled to receive as a result of the Council subsequently becoming entitled to any relief from LADS pursuant to this Agreement (including as a result of it being agreed or determined that the Council is entitled to an extension to any Time Critical Item Completion Period or date) within twenty (20) Working Days of the Council’s written demand for the same.

Limitations on Liability for LADS

3.1 Until the Expiry or earlier Termination of this Agreement the Council shall not be liable to discharge any LADS for which it would otherwise be liable to pursuant to this Part 2 which are in excess of the unutilised balance of the LADS Cap calculated in accordance with paragraph 3.2.

3.2 For the purposes of paragraph 3.1, the unutilised balance of the LADS Cap shall be £10,000,000 Indexed as at the date upon which the relevant LADS accrue to the Buyer less any amount previously paid by the Council pursuant to this Part 2 in respect of LADS or by way of damages for any breach of the terms of clauses 2.1 to 2.11 (inclusive).

3.3 In addition to the provisions of paragraph 3.1 above, the Council’s aggregate liability for LADS in respect of any one calendar week (or part thereof) shall be limited to £50,000 (Indexed).

3.4 References to amounts expressed to be "Indexed" in relation to this part of this Schedule means that the relevant amount is adjusted (but not so as to fall below the figures detailed in paragraphs 2.1, 3.1 and 3.2) in line with the movement in the RPI which movement shall be calculated by taking the RPI figure for the month preceding the date of this Agreement and the RPI Index figure for the month preceding the date upon which the relevant amount commences to accrue.

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4 General

4.1 The Parties acknowledge and agree:

4.1 .1 that the amount and enforceability of LADS provided for in this Part 2 has been carefully negotiated between the Council and the Buyer and represents a liability which the Council

willingly undertakes in order to compensate the Buyer:

(a) for vacant possession of the Option Land within a Demolition Phase not having been given to the Buyer by the VP Date for that Demolition Phase; and

(b) as a result of a delay in the process prior to the setting of the VP Date (which will have ultimately delayed securing vacant possession) by way of a failure of the Council to complete a Time Critical item within the Time Critical Item Completion

Period;

4.1.2 that both the Council and the Buyer have equal bargaining power, possess extensive commercial experience and expertise and are being advised by their own legal accounting, technical, financial, economic and other commercial professionals in relation to their rights

and obligations;

4.1 .3 that the Council entered into this obligation to pay or allow such LADS with the intention that it is a legally binding, valid and enforceable contractual provision against the Council in accordance with its terms and without any duress, coercion, undue influence or any other form of unconscionable conduct or impermissible or objectionable persuasion on the part of

the Buyer; and

4.1 .4 to exclude and expressly waive any right which may otherwise arise from or in connection with the characterisation of any LADS which it may become so liable to pay or allow as a

penalty,

4.2 Further, the Council agrees that any such LADS which the Council may become liable to pay or allow are not a penalty but rather a genuine pre-estimate of the loss which the Buyer will suffer as a result of vacant possession of the Option Land within a Demolition Phase not having been given to the Buyer by the VP Date for that Demolition Phase.

4.3 If the right of the Buyer to recover such LADS is held to be unenforceable, in whole or in part, such that the Buyer is unable to recover any amounts to which the Buyer would have otherwise been entitled, the Parties acknowledge that the Buyer shall be entitled to recover the Losses suffered or incurred by the Buyer as a result of:

4.3.1 vacant possession of the Option Land within a Demolition Phase not having been provided to the Buyer by the VP Date for that Demolition Phase and

4.3.2 as a result of a delay in the process prior to the setting of the VP Date by way of a failure of the Council to complete a Time Critical item within the Time Critical Item Completion Period or date, provided that the Buyer shall not be entitled to recover an amount which would exceed the relevant LADS otherwise payable had the same not been held to be unenforceable.

4.4 The payment or allowance by the Council of LADS shall not relieve the Council of any other of

its duties, liabilities or obligations.

4.5 The LADS are to compensate the Buyer for delays in transferring a Demolition Phase by the VP Date and save as provided in paragraph 4.6 no other damages shall be payable for such

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delay but the other rights and remedies of the Buyer shall not be prejudiced including (without limitation) specific performance.

4.6 Where this Agreement is Terminated or Expires and the Council is in breach of any of its obligations the Buyer shall be entitled to pursue such remedies as the Buyer may decide (including damages) without any limitation save that, without prejudice to any liability under or pursuant to this Part 2 which has accrued prior to such Termination or Expiry, in relation to the payment of damages the provisions of Schedule 16 shall apply.

4.7 The Council acknowledges and agrees that, where a delay in achieving the Time Critical Item numbered "5" in Appendix 1 below in relation to a Demolition Phase is caused by an event referred to in paragraph 5.13.4 of Part 1 of Schedule 6, the Council shall continue to progress securing vacant possession of that Demolition Phase, save for those properties affected by events, whilst the relevant challenge is being progressed.

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APPENDIX I - TIME CRITICAL ITEMS

Time Critical Item Time Critical Item Completion Period (or Date)

1. A decision to uve iu m ake a ri -r .4 he end of the time periou provided or III I within paragraphs (a) and (b) but not paragraph 5.10.l subject to the operation of the

paragraph (c) of the defined term CPO by following as applicable:

the Councils cabinet in respect of a (a) paragraph 5.6.10 of Part 1 of Schedule 6; or request made under paragraph 5.10.1 of Part I of Schedule 6 to make a CPO (b) clause 11.7.2(e)

Within 10 (ten) Working Days from the resolution. 2 The Council making a CPO within

paragraph (a) or (b) but not paragraph (c) of the defined term CPO as provided for in paragraph 5.10.2 of Part 1 of Schedule 6.

The Appropriation of all interests owned The time specified in paragraph 5.10.4 of Part 1 of

by the Council in accordance with and Schedule 6.

pursuant to paragraph 5.10.4 of Part I of

Schedule 6.

4 The Council submits a CPO within 10 (ten) Working Days after the Buyer confirms that

paragraphs (a) or (b) but not paragraph the CPO is an Approved CPO

(c) of the defined term CPO which is an Approved CPO to the Secretary of State

for confirmation

5 The Council publishing and serving all End of the period provided for in paragraph 5.13.3. 25 Working Days of receipt of notification from the

necessary notices as required pursuant to Buyer that the confirmed CPO is a Satisfactory

paragraph 5.13.3 of Part 1 of Schedule 6 CPO

in respect of a CPO within paragraphs (a) or (b) but not paragraph (c) of the defined term CPO which is a Satisfactory CPO,

The VP Date for the relevant Demolition Phase 6 The Council satisfying the Vacant

and/or CPO Land Possession Condition in respect of the Demolition Phase and/or CPO Land and completes the transfer of the Demolition Phase and/or CPO Land to the Buyer

The end of the time periods provided for in 7 The Council complying with the time

paragraphs 5.1.4, 5.1.5 and 5.1.6 relating to an periods set out in paragraphs 5.1.4, 5.1.5

Appropriation Scheme. and 5.1.6 of Part 1 of Schedule 6 relating to an Appropriation Scheme

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Type of CPO Deductible Non- Time LADS Procedural Refund or Costs and Deductible Critical Time Termination Appropriation Compensation Costs and Items Compliance Events or Compensation Periods Appropriation Scheme (CI 2.4

Compulsory Purchase Order, Closure Order and Appropriation Scheme Costs and Compensation Agreement)

Paragraph a Yes No Yes Yes Yes Yes (i) and (ii) of the CPO definition

Paragraph a No Yes Yes Yes Yes Yes (iii) and b of the CPO definition

Paragraph c No Yes No No Yes Yes of the CPO definition

Appropriation Yes No Yes Yes Yes Yes of Council Interests alongside a CPO

Appropriation No Yes No No Yes Yes Scheme

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Part 3� Acquisition

I Agreement for Sale and Purchase

1.1 Where paragraph 7.4 of Part 1 of this Schedule applies, the Council will sell, and the Buyer (or such other Purchase Company as the Buyer may nominate) will buy, the Third Party

Interests with full vacant possession.

1.2 The "Completion Date" for the purposes of this Part 3 shall be the date that is 20 Working

Days after the date on which the Buyer notifies the Council of its desire to acquire Third Party Interests in accordance with paragraph 7.4 of Part 1 of this Schedule.

1.3 "Actual Completion" for the purposes of this Part 3 shall be the completion of the sale and purchase of the Third Party Interests whether or not it takes place on the Completion Date (referred to in the Standard Conditions as "the date of actual completion").

1.4 The risk of damage to or destruction of the Third Party Interests passes to the Buyer (or such other Purchase Company as the Buyer may nominate) on the Completion Date.

1.5 Standard Conditions 1.4, 3.1.3, 6.1, 6.2, 6.3, 7.1.1, 7.1.2, 7.1.4(b) and 10.3 shall not apply.

2 Price

The price for the Third Party Interests is an amount equal to the price paid by the Council pursuant to the Compulsory Purchase, Closure Order and Appropriation Scheme Costs and

Compensation Agreement except that where:

2.1 pursuant to the Compulsory Purchase, Closure Order and Appropriation Scheme Costs and Compensation Agreement the Buyer has already reimbursed the Council for the amount paid

for the Third Party Interests; or

2.2 the amount paid for the Third Party Interests qualifies as Allowable Capital Expenditure

the price will be £1 (one pound).

3 Deposit

No deposit is payable.

4 Completion Arrangements

4.1 Completion is to take place on the Completion Date at the offices of the Council’s Solicitors,

or elsewhere as the Council may reasonably direct.

4.2 Save where the Council elects under Clause 9.16.1 of this Agreement itself to pay the money due on Actual Completion the Buyer (or such other Purchase Company as the Buyer may nominate) is to pay the money due on Actual Completion by direct credit to a bank account of and nominated by the Council’s Solicitors. The money is to be treated as paid to the Council

at the time it is received by the relevant bank.

4.3 If the money due on Actual Completion is received after 2:00 pm, Actual Completion is to be treated for the purposes only of Standard Conditions 8.3 and 9.3 as taking place on the next working day. Standard Condition 8.1.2 is varied accordingly.

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5 Title

5.1 The Council shall not less than 15 Working Days prior to the Completion Date and so far as it is able to do so and has such information available to it deduce title to the Third Party Interests such deduction of title to include:

5.1 .1 in respect of any of the Third Party Interests which are registered the Council shall supply:

(a) official copies of the items referred to in rules 134(1 )(a) and (b) of the Land Registration Rules 2003 and unedited copies or abstracts of the Items referred to in rule 1 35(1 )(a) of those rules; and

(b) such copies, abstracts and evidence (if any) in respect of any subsisting rights and interests appurtenant to the Third Party interests as to which the register is not conclusive and or any matters excepted from the effect of registration as the Council or the owner of the Third Party Interests (as the case may be) would have been entitled to if the land had not been registered; and

5.1.2 in respect of any part of the Third Party Interests which are unregistered, the Council shall so far as it is able to do so and has such information in its control supply evidence of unregistered title in the form of an abstract of the title or an epitome of title with photocopies of the relevant copies.

5.2 The Council sells with the same title guarantee as that given to the Council by its immediate predecessor(s) in title subject to any reasonable qualifications to that title guarantee as the Council may require.

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Documents

Part 1: Vacant Possession I Appointments...Part 1: Vacant Possession I Appointments 1.1 The Council shall after the date of this Agreement but no later than the first CPO Start Date