Exhibit 10-1



 





 


DATED
28th February 2013


 


	(1)		Longford Estates
Limited (in Administration)



 


	(2)		Matthew James Cowlishaw
and Richard Michael Hawes as Joint Administrators



 


	(3)		Pascall Electronics
Limited



 







 


Contract
for the Sale of freehold land


 


by
an Administrator


 


-relating
to-


 


Land
and Buildings on the East side of Brading


Road,
Ryde, Isle of Wight


 










 





	City
    Gate East	 
	Tollhouse Hill	 
	Nottingham	 
	NG1 5FS	 
	 	 
	DX 15491 Nottingham – 2
	 	 
	t: +44 (0)115 983 8200
	f: +44 (0)115 983 8201
	 	 
	www.gatclcyuk.com




 




    	 



    	 



    


  


Contents


 


	1	Definitions	3
	 	 	 
	2	Interpretation	5
	 	 	 
	3	Sale
    and purchase	6
	 	 	 
	4	Incorporation
    of conditions and documents	6
	 	 	 
	5	Risk
    and insurance	6
	 	 	 
	6	Deposit	7
	 	 	 
	7	Deducing
    title	 7
	 	 	 
	8	Possession	8
	 	 	 
	9	Title
    guarantee	 8
	 	 	 
	10	Matters
    affecting the Property	8
	 	 	 
	11	Transfer	9
	 	 	 
	12	VAT	10
	 	 	 
	13	Completion	10
	 	 	 
	14	Apportionment
    of licence fee under the Licence	10
	 	 	 
	15	Buyer’s
    Acknowledgement of Condition	11
	 	 	 
	16	Entire
    agreement	13
	 	 	 
	17	Merger
    on completion	13
	 	 	 
	18	Joint
    and several liability	13
	 	 	 
	19	Notices	13
	 	 	 
	20	Money
    Laundering Regulations	14
	 	 	 
	21	Rights
    of third parties	15
	 	 	 
	22	Governing
    law and jurisdiction	15
	 	 	 
	23	Administration	15
	 	 	 
	24	Exclusion
    of Administrator’s Personal Liability and Warranties	15
	 	 	 
	SCHEDULE
    1	17


 




    	 



    	 



    





 


THIS
CONTRACT is dated the 28th day of February 2013


 


BETWEEN:


 


		(1)	LONGFORD
                                                                                                                                                                                                              ESTATES
                                                                                                                                                                                                              LIMITED
                                                                                                                                                                                                              (IN
                                                                                                                                                                                                              ADMINISTRATION)
                                                                                                                                                                                                              (company
                                                                                                                                                                                                              no.
                                                                                                                                                                                                              01347117)
                                                                                                                                                                                                              whose
                                                                                                                                                                                                              registered
                                                                                                                                                                                                              office
                                                                                                                                                                                                              is
                                                                                                                                                                                                              at
                                                                                                                                                                                                              c/o
                                                                                                                                                                                                              Deloitte
                                                                                                                                                                                                              LLP,
                                                                                                                                                                                                              5
                                                                                                                                                                                                              Caliaghan
                                                                                                                                                                                                              Square,
                                                                                                                                                                                                              Cardiff
                                                                                                                                                                                                              CF10
                                                                                                                                                                                                              5BT
                                                                                                                                                                                                              acting
                                                                                                                                                                                                              by
                                                                                                                                                                                                              the
                                                                                                                                                                                                              Administrators
                                                                                                                                                                                                              (the
                                                                                                                                                                                                              “Seller”)



 


		(2)	MATTHEW
                                                                                                                                                                                                              JAMES
                                                                                                                                                                                                              COWLISHAW
                                                                                                                                                                                                              of
                                                                                                                                                                                                              Deloitte
                                                                                                                                                                                                              LLP,
                                                                                                                                                                                                              Four
                                                                                                                                                                                                              Brindleyplace,
                                                                                                                                                                                                              Birmingham
                                                                                                                                                                                                              B1
                                                                                                                                                                                                              2HZ
                                                                                                                                                                                                              and
                                                                                                                                                                                                              RICHARD
                                                                                                                                                                                                              MICHAEL
                                                                                                                                                                                                              HAWES
                                                                                                                                                                                                              of
                                                                                                                                                                                                              Deloitte
                                                                                                                                                                                                              LLP,
                                                                                                                                                                                                              5
                                                                                                                                                                                                              Caliaghan
                                                                                                                                                                                                              Square,
                                                                                                                                                                                                              Cardiff
                                                                                                                                                                                                              CF10
                                                                                                                                                                                                              5BT
                                                                                                                                                                                                              (the
                                                                                                                                                                                                              “Administrators”);
                                                                                                                                                                                                              and



 


		(3)	PASCALL
                                                                                                                                                                                                              ELECTRONICS
                                                                                                                                                                                                              LIMITED
                                                                                                                                                                                                              whose
                                                                                                                                                                                                              registered
                                                                                                                                                                                                              office
                                                                                                                                                                                                              is
                                                                                                                                                                                                              at
                                                                                                                                                                                                              Xel
                                                                                                                                                                                                              Works,
                                                                                                                                                                                                              Brunswick
                                                                                                                                                                                                              Road,
                                                                                                                                                                                                              Cobbs
                                                                                                                                                                                                              Wood,
                                                                                                                                                                                                              Ashford,
                                                                                                                                                                                                              KentTN23
                                                                                                                                                                                                              1EH
                                                                                                                                                                                                              (the
                                                                                                                                                                                                              “Buyer”)



 


AGREED
TERMS


 


	1.
    	Definitions
	 	 
	1.1
    	In
    this Contract and in the Schedules hereto the following expressions shall unless the context otherwise requires have the following
    meanings:


 


	 	“Actual
    Completion” 	completion
    of the sale and purchase of the Property, whether or not it takes place on the Completion Date (referred to in the Conditions
    as “the date of actual completion”);
	 	 	 
	 	“Bank”	Bank
    of Scotland Plc;
	 	 	 
	 	“Buyers’s
    Solicitor” 	Buckles
    Solicitors LLP of Grant House, 101 Bourges Boulevard, Peterborough PE1 1NG (Ref: M Rabbett);
	 	 	 
	 	“Charge”	the
    charge appearing at entry number 3 and 4 of the charges register of title number IW44925 as at 21 January 2013 15:00:38;




	 	 	 
	 	“Completion
    Date”	[28/02/]
    2013;
	 	 	 
	 	“Contract
    Rate”	4%
    per annum above the base lending rate from time to time of Bank of Scotland Plc;
	 	 	 
	 	“Dangerous
    

Substances”	any
    natural or artificial substance (whether in solid or liquid form as well as in the form of a gas or vapour and whether alone
    or in combination with any other substance) capable of causing harm or which may be harmful to man or any other living organism
    supported by the environment or damaging the environment or public health;


 




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	 	“Deposit”	£180,000.00
    (exclusive of VAT)
	 	 	 
	 	“Environmental


    Contamination”	any
    release, leakage, discharge, deposit, emission, spillage or other escape of Dangerous Substances into the atmosphere, water
    or on to land occurring or having occurred (in any case) on or from the Property and any buildings, plant and equipment situated
    in or on the Property;
	 	 	 
	 	“Environmental
    Law”	all
    laws, regulations, codes of practice, circulars, guidance, notices and the like (whether statutory or at common law and whether
    civil or criminal and whether in the United Kingdom or elsewhere) concerning the prevention of pollution of land, water or
    the atmosphere, the protection of human health or the environment or the conditions of the work place or the generation, transportation,
    storage, treatment, disposal, release, discharge, spillage, entry, deposit, emission or other escape of Dangerous Substances
    or to noise, odour or other nuisances and the production, transportation, storage, treatment, recycling or disposal of waste;
	 	 	 
	 	“Lease”	the
    lease of the Property dated 26 May 1999 made between (1) Westridge Property Developments Ltd (2) the Buyer and (3) Intelek
    Plc and all supplemental deeds and documents (if any);
	 	 	 
	 	“Part
    1 Conditions”	the
    conditions in Part 1 of the Standard Commercial Property Conditions (Second Edition) and Condition means any one of them;
	 	 	 
	 	“Part
    2 Conditions”	the
    conditions in Part 2 of the Standard Commercial Property Conditions (Second Edition) and Condition means any one of them;


 




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	 	“Property”	the
    freehold property being Land and Building on the East side of Brading Road, Ryde, Isle of Wight and registered at the Land
    Registry with title absolute under title number IW44925;
	 	 	 
	 	“Purchase
    Price”	£1,800,000.00
    (exclusive of VAT);
	 	 	 
	 	“Seller’s
    Solicitor”	Gateley
    LLP of City Gate East, Tollhouse Hill Nottingham NG1 5FS (Ref: EKD/051247.015);
	 	 	 
	 	“VAT”	value
    added tax chargeable under the VATA and any similar replacement and any additional replacement tax;
	 	 	 
	 	“VATA”	the
    Value Added Tax Act 1994 or any equivalent tax act;
	 	 	 
	 	“VAT
    Invoice”	an
    invoice complying with the provisions of regulations 13 and 14 of the VAT Regulations 1995.


 


	2.	Interpretation
	 	 
	2.1	The
    rules of interpretation in this clause apply in this Contract.
	 	 
	2.2	A
    person includes a corporate or unincorporated body and vice versa.
	 	 
	2.3	Words
    importing one gender shall be construed as importing any other gender.
	 	 
	2.4	Words
    importing the singular shall be construed as importing the plural and vice versa.
	 	 
	2.5	Unless
    otherwise specified, a reference to a particular law is a reference to it as it is in force for the time being, taking account
    of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force
    made under it.
	 	 
	2.6	A
    reference to laws in general is to all local, national and directly applicable supranational laws in force for the time being,
    taking account of any amendment, extension, application or re-enactment and includes any subordinate laws for the time being
    in force made under them and all orders, notices, codes of practice and guidance made under them.
	 	 
	2.7	Writing
    or written includes faxes but not e-mail unless otherwise specified in this Contract.


 




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	2.8	Where
    a party is placed under a restriction in this Contract, the restriction is to be deemed to include an obligation on that party
    not to permit infringement of the restriction.
	 	 
	2.9	Except
    where a contrary intention appears, a reference to a clause or Schedule is a reference to a clause of or Schedule to this
    Contract.
	 	 
	2.10	Any
    phrase using the terms including, include, in particular, or any similar expression shall be construed as illustrative and
    shall not limit the sense of the words preceding those terms.
	 	 
	2.11	Clause
    and Schedule headings do not affect the interpretation of this Contract.
	 	 
	3.	Sale
    and Purchase
	 	 
	3.1	The
    Seller acting by the Administrators will sell and the Buyer will buy all the rights title and interest of the Seller in the
    Property for the Purchase Price on the terms of this Contract.
	 	 
	3.2	The
    Buyer cannot require the Seller to:
	 	 
	 	3.2.1	transfer
    the Property or any part of it to any person other than the Buyer; or
	 	 	 
	 	3.2.2	transfer
    the Property in more than one parcel or by more than one transfer; or
	 	 	 
	 	3.2.3	apportion
    the Purchase Price between different parts of the Property.
	 	 	 
	4.	Incorporation
    of Conditions and Documents
	 	 
	4.1	The
    Part 1 Conditions are incorporated in this Contract so far as they:
	 	 
	 	4.1.1	apply
    to a sale by private treaty;
	 	 	 
	 	4.1.2	relate
    to freehold property;
	 	 	 
	 	4.1.3	are
    not inconsistent with the other clauses in this Contract; and
	 	 	 
	 	4.1.4	have
    not been modified or excluded by any of the other clauses in this Contract.
	 	 	 
	4.2	The
    Part 2 Conditions are not incorporated into this Contract.
	 	 
	4.3	Condition
    1.1.4(a) does not apply to this Contract.
	 	 
	5.	Risk
    and Insurance
	 	 
	5.1
    	With
    effect from exchange of this Contract, the Property is at the Buyer’s risk and the Seller is under no obligation to
    the Buyer to insure the Property.


 




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	5.2	No
    damage to or destruction of the Property nor any deterioration in its condition, however caused, will entitle the Buyer either
    to any reduction of the Purchase Price or to refuse to complete or to delay completion.  
	 	 
	5.3	Conditions
    7.1.2, 7.1.3 and 7.1.4(b) do not apply to this Contract.
	 	 
	6.	Deposit
	 	 
	6.1	On
    the date of this Contract, the Buyer will pay the Deposit to the Seller’s Solicitor as stakeholder on terms that on
    completion the Deposit is paid to the Seller with accrued interest.
	 	 
	6.2	The
    Deposit must be paid by direct credit or by a solicitor’s client account cheque drawn on a clearing bank.
	 	 
	6.3	Conditions
    2.2.1 and 2.2.2 do not apply to this Contract.
	 	 
	6.4	The
    provisions of clause 6.5, clause 6.6, clause 6.7 and clause
    6.8 (inclusive) will only apply if:
	 	 
	 	6.4.1	the
    Deposit is less than 10% of the Purchase Price; or
	 	 	 
	 	6.4.2	no
    Deposit is payable on the date of this Contract.
	 	 	 
	6.5	In this clause, the expression Deposit Balance means:
	 	 	 
	 	6.5.1	(where
    the Deposit is less than 10% of the Purchase Price) the sum calculated by deducting the Deposit from 10% of the Purchase Price;
    or
	 	 	 
	 	6.5.2	(where
    no Deposit is payable on the date of this Contract) a sum equal to 10% of the Purchase Price.
	 	 	 
	6.6	If
    Completion does not take place on the Completion Date due to the default of the Buyer, the Buyer will immediately pay by direct
    credit to the Seller’s Solicitor the Deposit Balance.
	 	 
	6.7	After
    the Deposit Balance has been paid pursuant to clause 6.6, it will be treated
    as forming part of the Deposit for all purposes of this Contract.
	 	 
	6.8	The
    provisions of clauses 6.5, 6.6, and 6.7 are without prejudice to any other rights or remedies of the Seller in relation to
    any delay in completion.
	 	 
	7.	Deducing
    Title
	 	 
	7.1
    	The
    title to the Property is registered at the Land Registry and in relation to such title the Seller has provided to the Buyer
    official copies of the items referred to in rules 134(1)(a) and (b) and 135 (1)(a) of the Land Registration Rules 2003 except
    charges or encumbrances registered or protected on the register which are to be discharged or overridden at or before completion.


 




    	7



    	 



    

 


	7.2	Title
    having been deduced prior to the date of this Contract the Buyer accepts the Seller’s title to the Property and shall
    be deemed to purchase with full knowledge of the title in all respects and shall not raise any requisitions or make any objection
    in relation to the title.
	 	 
	7.3	Conditions
    6.1, 6.2, 6.3 and 6.4.2 do not apply to this Contract.
	 	 
	8.	Possession
	 	 
	8.1	The
    Property is sold subject to all wayleaves, licences, leases, agreements, other tenancies, rights of occupation and overriding
    interests (if any) affecting the Property including but not limited to the Lease.
	 	 
	8.2	Any
    chattels or fittings at the Property may be left there by the Administrators but on the basis that they do not form part of
    the sale and remain subject to any third party claims or rights which may relate to them.
	 	 
	9.	Title
    Guarantee
	 	 
	9.1	The
    Seller will transfer the Property with no title guarantee whether express or implied.
	 	 
	9.2	Condition
    6.6.2 does not apply to this Contract.
	 	 
	10.	Matters
    Affecting the Property
	 	 
	10.1
    	The
    Property is sold subject to:
	 	 	 
	 	10.1.1	any
    matters contained or referred to in the entries or records made in registers maintained by HM Land Registry as at 21 January
    2013 15:00:38 under title number IW44925 other than the Charge referred to in entry numbers 3 and 4 of the Charges Register
    relating to the title to the Property;
	 	 	 
	 	10.1.2	any
    matters discoverable by inspection of the Property before the date of this Contract;
	 	 	 
	 	10.1.3	any
    matters which the Seller does not and could not reasonably know about even if discovered before completion;
	 	 	 
	 	10.1.4	any
    matters, other than the Charge, disclosed or which would have been disclosed by the searches and enquiries which a prudent
    buyer would have made before entering into this Contract;


 




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	 	10.1.5	any
    rights of way, drainage, watercourses, light or other easements, or quasi or reputed easements and rights of adjoining landowners
    or occupiers affecting the Property and any liability to repair or covenants to repair roads, pavements, paths, ways, passages,
    sewers, drains, gutters, fences and other like matters, without obligation to the Seller to provide evidence of the creation
    of, or to define or apportion, the liability;
	 	 	 
	 	10.1.6	public
    requirements;
	 	 	 
	 	10.1.7	any
    matters which are, or (where the Property is not registered would be) unregistered interests which override first registration
    under Schedule 1 to the Land Registration Act 2002 and or unregistered interests which override registered dispositions under
    Schedule 3 to the Land Registration Act 2002;
	 	 	 
	 	10.1.8	all
    local land charges whether registered or not before the date of this Contract and all matters capable of registration as local
    land charges whether or not actually so registered;
	 	 	 
	 	10.1.9	all
    notices served and orders demands proposals or requirements made by any local public or other competent authority whether
    before or after the date of this Contract;
	 	 	 
	 	10.1.10	all
    actual or proposed charges notices orders restrictions agreements conditions contraventions or other matters arising under
    any statute; and
	 	10.1.11	the
    Lease.
	 	 	 
	10.2	Conditions
    3.1.1, 3.1.2, 3.1.3 and 3.3 do not apply to this Contract.
	 	 
	10.3	The
    Buyer is deemed to have full knowledge of the matters referred to in clause 10.1
    and will not raise any enquiry, objection, requisition or claim in respect of any of them.
	 	 	 
	11.	Transfer
	 	 
	11.1	The
    transfer to the Buyer will be in the form set out in Schedule 1 to this Contract
	 	 
	11.2	The
    Buyer and the Seller will execute the transfer in top and counterpart.
	 	 
	11.3	If
    the Administrators so require, the Buyer is to accept without objection or requisition a transfer of the Property duly executed
    by the Bank in exercise of its power of sale as legal mortgagee pursuant to the Charge. The transfer is to be in the Land
    Registry standard TR2 with no title guarantee but including an indemnity from the Buyer in favour of the Seller, the Administrators
    and the Bank in respect of any breach of the matters subject to which the Property is sold. The Buyer acknowledges that the
    Seller and the Administrators will jointly satisfy their respective obligations under this Agreement if the Transfer of the
    Property is in this form.


 




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	12.	VAT
	 	 
	12.1	Each
    amount stated to be payable by the Buyer to the Seller under or pursuant to this Contract is exclusive of VAT (if any).
	 	 
	12.2	If
    any VAT is chargeable on any supply made by the Seller under or pursuant to this Contract, the Buyer will on receipt of a
    valid VAT Invoice, pay the Seller an amount equal to that VAT as additional consideration.
	 	 
	13.	Completion
	 	 
	13.1	Completion
    will take place on the Completion Date.
	 	 
	13.2	Condition
    1.1.3(b) is amended to read: “in the case of the seller, even though a mortgage remains secured on the property, if
    the amount to be paid on completion enables the property to be transferred freed of all mortgages, (except those to which
    the sale is expressly subject) or if the seller produces reasonable evidence that this is the case.”
	 	 
	14.	Apportionment
    of licence fee under the Lease
	 	 
	14.1	In
    this clause the following definitions apply:
	 	 	 
	 	“Rent”	the
    annual rent as reserved by the Lease.
	 	 	 
	 	“Rent
    Payment Day”	a day under the
    Lease for payment of the Rent or an installment of the Rent.
	 	 	 
	14.2	The Rent will be apportioned so that on completion the Seller will pay or allow the Buyer:
	 	 
	 	Ax
    B	 
	 	 365	 
	 	 	 
	 	where	 
	 	 	 
	 	A
    is the Rent at the rate payable at the day of Completion;
    and
	 	 
	 	B
    is the number of days from and including the day of completion
    to but excluding the next Rent Payment Day.


 




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	15.	Buyer’s
    Acknowledgement of Condition
	 	 
	15.1
    	The
    Buyer acknowledges that:
	 	 
	 	15.1.1	The
    Seller has specifically told the Buyer that the Buyer must rely absolutely on the Buyer’s own opinion and professional
    advice concerning the quality, state and condition of the Property and of any Environmental Contamination affecting or potentially
    affecting the Property;
	 	 	 
	 	15.1.2	the
    Property may have been affected by Dangerous Substances as a consequence of current and/or former uses of the Property;
	 	 	 
	 	15.1.3	the
    Buyer has been afforded the opportunity of carrying out any survey, inspection or investigations that it would wish to conduct
    and is aware that the Seller gives no warranty as to the state and condition of the Property or its suitability for any current
    and/or future use;
	 	 	 
	 	15.1.4	the
    Seller has provided all the necessary information and access to the Property to enable the Buyer to assess the presence of
    any Environmental Contamination or any pollutant or Dangerous Substances on the Property or which may have migrated from the
    Property to neighbouring land or from any neighbouring land to the Property and the Buyer has taken into account this risk
    and the physical state and condition of the Property and any Environmental Contamination at the date of this Contract when
    agreeing the Price;
	 	 	 
	 	15.1.5	the
    Buyer is aware of the nature and broad measure of any and all matters which may have the result that the Property is designated
    as contaminated land within the meaning of Part II A of the Environmental Protection Act 1990.
	 	 	 
	15.2
    	The
    Buyer agrees:
	 	 	 
	 	15.2.1	that
    any obligation to carry out remedial work on the soil and in any ground water under or around the Property or to any adjoining
    land to which any Environmental Contamination may have spread from the Property (other than property retained by the Seller
    if any) is transferred to the Buyer to the complete exoneration of the Seller;
	 	 	 
	 	15.2.2	not
    to submit any claims related in any way to the state and condition of the Property (including ground water) against the Seller
    and/or its officers, directors, employees and agents; and
	 	 	 
	 	15.2.3	that
    no insurance cover is provided to the Buyer under any of the Seller’s insurance policies and that any such policies
    shall be deemed terminated, commuted and cancelled ab initio and no claim shall derive from them in respect of any event whether
    occurring before or after the date of this Contract.


 




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	15.3	The
    Buyer shall indemnify and keep the Seller and Administrators indemnified against all actions, proceedings, claims, demands,
    losses, costs, expenses, damages and liabilities whatsoever arising from any one or more of the following:
	 	 	 
	 	15.3.1	claims
    by third parties in respect of Environmental Contamination or any damage to the environment or to persons or property arising
    from pollution of the environment or from the generation, transportation, storage, treatment or disposal of Dangerous Substances
    as a result of the use or occupation of the Property;
	 	 	 
	 	15.3.2	the
    removal or making safe of any Dangerous Substances where such removal or making safe is required to be done to comply with
    Environmental Law;
	 	 	 
	 	15.3.3	the
    clearing up of the Property or the removal from the Property of any contaminated land or contaminating substance (as defined
    by any Environmental Law) and otherwise cleaning, removing or making safe and harmless any Environmental Contamination or
    disposal of Dangerous Substances which removal or making safe is required to be done to comply with Environmental Law;
	 	 	 
	 	15.3.4	the
    maintenance cost of keeping any Dangerous Substances which have been made safe or secured pursuant to obligations imposed
    on the Seller under any Environmental Law or under any condition in any environmental licence held by the Seller at the date
    of this Contract;
	 	 	 
	 	15.3.5	obligations
    imposed on the Buyer or its successors in title and assigns by the enactment or introduction of any laws or regulations after
    the date of this Contract which, if enacted before the date of this Contract, would have fallen within the definition of Environmental
    Law;
	 	 	 
	 	15.3.6	any
    Environmental Contamination caused by or arising from the carrying out of any operations, development or other works on the
    Property by the Buyer or its successors in title or assigns;
	 	 	 
	 	15.3.7	any
    contamination of the Property whenever it shall be discovered or may have been caused and any Environmental Liabilities relating
    to or arising in respect of the Property or its use or occupation.


 




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	15.4	The
    Seller and the Buyer agree that this clause 15 also constitutes a liability agreement for the purpose of paragraph D.38 of
    the DEFRA Circular 01/2006 under Part II A of the Environmental Protection Act 1990 and that it can be produced by any party
    to this Contract to an enforcing authority in any action, claim or investigation under that Act.
	 	 
	15.5	The
    Seller and the Buyer agree that this clause 15 will be set out in the transfer between the parties.
	 	 
	16.
    	Entire
    Agreement
	 	 
	16.1	This
    Contract and the documents annexed to it constitute the entire agreement and understanding of the parties and supersede any
    previous agreement between them relating to the subject matter of this Contract.
	 	 
	16.2	The
    Buyer acknowledges and agrees that in entering into this Contract, it does not rely on and shall have no remedy in respect
    of any statement, representation, warranty, collateral agreement or other assurance (whether made negligently or innocently)
    of any person (whether party to this Contract or not) other than as expressly set out in this Contract or the documents annexed
    to it. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud.
	 	 
	16.3	Condition
    9.1.1 does not apply to this Contract.
	 	 
	16.4	This
    Contract may be signed in any number of duplicate parts all of which taken together will on exchange constitute one contract.
	 	 
	17
    	Merger
    on Completion
	 	 
	 	The
    provisions of this Contract shall not merge on completion of the transfer so far as they remain to be performed
	 	 
	18.	Joint
    and Several Liability
	 	 
	 	Where
    the Buyer is more than one person, the Seller may release or compromise the liability of any of those persons under this Contract
    or grant time or other indulgence without affecting the liability of any other of them.
	 	 
	19.	Notices
	 	 
	19.1	Any
    notice given under this Contract must be in writing.


 




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	19.2	Any notice or document to be given or delivered under this Contract must be given by delivering it personally or sending it by pre-paid first class post or recorded delivery to the address and for the attention of the relevant party as follows:
	 	 	 
	 	19.2.1	to
    the Seller at:
	 	 	 
	 	 	Gateley
    LLP, City Gate East, Tollhouse Hill, Nottingham, NG1 5FS marked for the attention of: EKD/051247.015
	 	 	 
	 	19.2.2	to
    the Buyer at:
	 	 	 
	 	 	the
    Buyer’s solicitor
	 	 	 
	19.3	A
    copy of any such notice or document must be sent to the relevant party’s solicitor at the same time as such notice or
    document is given to that party but sending of such copy will not constitute service of notice.
	 	 
	19.4	Any
    such notice or document will be deemed to have been received:
	 	 	 
	 	19.4.1	if
    delivered personally, at the time of delivery provided that if delivery occurs before 9.00 am on a working day, the notice
    will be deemed to have been received at 9.00 am on that day, and if delivery occurs after 5.00 pm on a working day, or on
    a day which is not a working day, the notice will be deemed to have been received at 9.00 am on the next working day.
	 	 	 
	 	19.4.2	in
    the case of pre-paid first class or recorded delivery post at 9.00 am on the second working day after posting;
	 	 	 
	19.5	In
    proving delivery, it will be sufficient to prove that delivery was made or that the envelope containing the notice or document
    was properly addressed and posted as a prepaid first class, or recorded delivery letter or registered letter as the case may
    be.
	 	 
	19.6	A
    notice or document delivered under this Contract will not be validly given or delivered if sent by fax or e-mail.
	 	 
	19.7	Condition
    1.3 does not apply to this Contract.
	 	 	 
	20.	Money
    Laundering Regulations
	 	 
	20.1	The
    Seller and the Seller’s Solicitors are not obliged to accept a payment under this Contract unless it is remitted by
    or drawn on an institution which carries on activities of the nature listed in regulation 3(1) of The Money Laundering Regulations
    2007 (SI 2007/2157).
	 	 
	20.2	A
    payment made other than in accordance with the provisions of this clause may be rejected as payment not made in accordance
    with the terms of this Contract.


 




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	21.	Rights
    of Third Parties
	 	 
	 	A
    person who is not a party to this Contract will not have any rights under or in connection with it by virtue of the Contracts
    (Rights of Third Parties) Act 1999;
	 	 
	22.	Governing
    Law and Jurisdiction
	 	 
	22.1	This
    Contract will be governed by and construed in accordance with the law of England and Wales.
	 	 
	22.2	Each
    party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales over any claim or matter
    arising under or in connection with this Contract or the legal relationships established by this Contract.
	 	 
	22.3	Each
    party irrevocably consents to any process in any legal action or proceedings arising out of or in connection with this Contract
    being served on it in accordance with the provisions of this Contract relating to service of notices. Nothing contained in
    this Contract shall affect the right to serve process in any other manner permitted by law.
	 	 
	23.	Administration
	 	 
	 	The
    Seller is a company in administration acting by the Administrators who were appointed to be administrators of the Seller by
    an order of The High Court of Justice, Birmingham District Registry on 12 December 2012 in accordance with the Schedule B1
    to the Insolvency Act 1986.
	 	 
	24.	Exclusion
    of Administrator’s Personal Liability and Warranties
	 	 
	24.1	The
    Administrators have entered into and signed this Contract as agents for or on behalf of the Seller and neither they, their
    firm, members, partners, employees, advisers, representatives or agents shall incur any personal liability whatever in respect
    of any of the obligations undertaken by the Seller or in respect of any failure on the part of the Seller to observe, perform
    or comply with any such obligations or under or in relation to any associated arrangements or negotiations or under any document
    or assurance made pursuant to this Contract. The Administrators are party to this Contract in their personal capacities only
    for the purpose of receiving the benefit of the exclusions, limitations, undertakings, covenants and indemnities in their
    favour contained in this Contract.
	 	 
	24.2	All
    representations (whether made innocently, negligently or otherwise but not fraudulently), warranties, conditions and stipulations,
    express or implied, statutory, customary or otherwise in respect of the Property or any of the rights, title and interest
    transferred or agreed to be transferred pursuant to this Contract are expressly excluded (including without limitation, warranties
    and conditions as to title, quiet possession, quality, fitness for the purpose and description).


 




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	24.3	Unless
    otherwise required by law (and then only to that extent), the Seller and the Administrators and each of them shall not be
    liable for any loss or claim or damage of any kind whatsoever, consequential or otherwise arising out of or due or caused
    by any defect or deficiencies in any of the Property.
	 	 
	24.4	The
    Buyer agrees that the terms of this Contract and exclusion of the limitations contained in it are fair and reasonable having
    regard to the following:
	 	 	 
	 	24.4.1	that
    this is a sale by an insolvent company in circumstances where it is usual that no representations and warranties can be given
    by or on behalf of the Seller and/or the Administrators;
	 	 	 
	 	24.4.2	that
    the Buyer has relied solely upon the Buyer’s own opinion and/or professional advice concerning the Property, its quality,
    state, condition, description, fitness and/or suitability for any purpose, the possibility that it may have defects not apparent
    on inspection and examination and the use it intends or proposes to put it to;
	 	 	 
	 	24.4.3	that
    the Buyer has agreed to purchase the Property “as seen” in its present state and condition for a consideration
    which takes into account the risk to the Buyer represented by the parties’ belief that the said exclusions and limitations
    are or would be recognised by the courts;
	 	 	 
	 	24.4.4	that
    the Buyer, its servants, employees, agents, representatives and advisers have been given every opportunity it or they may
    wish to have to examine and inspect all or any of the Property and all relevant documents relating to it and to obtain information
    from the Seller and/or the Administrators relating to the Property.


 


SIGNED
by the duly authorised representatives of the parties on the date at the head of this Contract.


 




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SCHEDULE
1


 




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	SIGNED
    by LONGFORD ESTATES LIMITED	)	 
	 	 	 
	(in
    Administration) acting by [                                   ]	)	 
	 	 	 
	its
    administrator appointed on 12 December 2012 )	)	Administrator
	 	 	 
	pursuant
    to powers conferred by the Insolvency	)	 
	 	 	 
	Act
    1986 and on his own behalf as such	)	 
	 	 	 
	Administrator
    and on behalf of his Joint	)	 
	 	 	 
	Administrator
    [                                       ]	)	 
	 	 	 
	in
    the presence of:	)	 
	 	 	 
	Witness
    signature:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Address:	 	 
	 	 	 
	Occupation:	 	 
	 	 	 
	SIGNED
    by [                                        ]	)	 
	 	 	 
	for
    and on behalf of the Buyer:	)	
	 	 	 
	 	 	 
	 	 	 


 








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