In this Schedule:

Actual Completion
means completion of the sale and purchase of Gibbs Green School,
whether or not it takes place on the Completion Date (referred to in the Standard Conditions
as the date of actual completion").
Completion Date
means 31 August 2014 or such earlier date as the Council may stipulate
in writing by service of not less than 15 Working Days prior notice on the Buyer.
Completion Time means 2.00 pm.
Enactment
means statute, statutory instrument, statutory guidance, treaty, regulation,
directive, byelaw, code of practice, guidance note, circular, common law and any notice,
order, direction or requirement given or made pursuant to any of them, for the time being in
force.
Planning Enactments means all Enactments relating to town and country planning
Price means the price for Gibbs Green School specified in paragraph 4 of this Schedule.
2. CONSENTS
The Council has the Gibbs Green School Consents on or before the date of this
Agreement.
3. AGREEMENT FOR SALE AND PURCHASE
3.1 The Council is to sell, and the Buyer is to buy, Gibbs Green School.
3.2 The interest to be sold is freehold.
3.3 The risk of damage or destruction remains with the Council until Actual Completion.
4. PRICE
The price for Gibbs Green School is nine million three hundred thousand pounds
(9,300,000), which sum has been paid to the Council on the date of this Agreement and
receipt of which the Council confirms.
5. COMPLETION ARRANGEMENTS
Completion is to take place on the Completion Date and before the Completion Time at the
offices of the Councils Solicitors.
6. TITLE
6.1 Title to Gibbs Green School as at 12 October 2011 has been deduced by the Council to the
Buyer and the Buyer is not entitled to raise any objection to or requisition on the title to the
extent that it has been deduced.
6.2 The Council sells with full title guarantee.
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7. VACANT POSSESSION
The sale is with vacant possession of Gibbs Green School.
8. GENERAL MATTERS TO WHICH GIBBS GREEN SCHOOL IS SOLD
8.1
Gibbs Green School is sold subject to and where applicable with the benefit of the following
(so far as they affect Gibbs Green School and are subsisting or capable of taking effect):
8.1.1 the rights, covenants, easements and other matters contained or referred to in the
Property Register and Charges Register of title number NGL21 0692 as at 12
October 2011 (other than financial charges);
8.1.2
all unregistered interests which in accordance with the Land Registration Act 2002
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Agreement:
(a) override the disposition of any such estate which is currently registered
or will be registered prior to the date of this Agreement; or
(b) override the first registration of title to any such estate which is currently
not registered and will not be registered prior to the date of this
Agreement or would override first registration of title to such estate if
such estate were capable of being registered;
8.1.3 the matters mentioned in Standard Condition 3.1.2;
8.1 .4 all local land charges, whether or not registered before this Agreement was
entered into and all matters capable of registration as local land charges, whether
or not actually registered;
8.1 .5 all notices served and orders, demands, proposals or requirements made by any
local or any public authority after the date of this Agreement;
and the Buyer is deemed to purchase with full knowledge of such matters and the
Council confirms that it has prior to the date of this Agreement disclosed to the
Buyer in writing details of any such matters of which the Council is aware.
8.2 The Council is to give the Buyer written details without delay of any new public requirement
and of anything in writing that it learns about concerning any matter covered by paragraph
8.1 of this Schedule and Standard Condition 3.1.3 is varied accordingly.
9. TRANSFER
The transfer of Gibbs Green School is to be in the form of the Gibbs Green School Transfer.
10. INSURANCE
The Council is to maintain in force the insurance of Gibbs Green School until Actual
Completion of Gibbs Green School and Standard Condition 7.1 .2 applies.
11. COUNCILS FURTHER OBLIGATIONS
From the date of this Agreement until Actual Completion the Council shall comply with the
following obligations:
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11.1 Repair
The Council shall keep Gibbs Green School in good repair provided that the Council shall
not be obliged to keep Gibbs Green School in any better state of repair than is evidenced by
the Gibbs Green School Schedule of Condition and shall not be liable to make good any of
the wants of repair set out in such Schedule of Condition and Standard Condition 3.2.1 is
varied accordingly.
11.2 Dispositions
The Council shall not be permitted to assign, underlet or otherwise deal in its interest in
Gibbs Green School.
11.3 Enactments
The Council shall promptly comply with any Enactments affecting Gibbs Green School.
11.4 Alterations
The Council shall not make any alterations to Gibbs Green School provided that the Council
is permitted to make alterations which are necessary in order to comply with any
Enactments.
11.5 Use
The Council shall use Gibbs Green School only as a school operated by the Council and not
for any other use provided that the Council may use Gibbs Green School for public meetings
with the Buyers prior written approval (such approval not to be unreasonably withheld or
delayed) and provided further that the Council shall not be obliged to seek the Buyers
consent for public meetings held at Gibbs Green School which relate to the operation of
Gibbs Green School as a school.
11.6 Access of the Buyer
The Council shall permit the Buyer and all persons authorised by the Buyer (with or without
equipment) at reasonable times and on reasonable prior written notice (save in emergency)
to enter Gibbs Green School:
11.6.1 to inspect the state of repair and condition of Gibbs Green School;
11 .6.2 to take inventories of fixtures and fittings;
11 .6.3
to determine whether the Council has complied with its obligations in this
Schedule;
11 .6.4 to carry out any tests, inspections and surveys as the Buyer requires;
provided that the Buyer causes as little inconvenience as reasonably practicable and makes
good any physical damage to Gibbs Green School caused by the exercise of these rights to
the satisfaction of the Council.
11.7
Planning and Environmental Matters
The Council shall:-
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11 .7.1 not apply for or implement any planning permission without the Buyers prior
written approval;
11 .7.2
supply to the Buyer a copy of any planning permission within 5 Working Days after
its receipt by the Council;
11.7.3
pay and satisfy any charge that may be imposed under the Planning Enactments
and which are the sole responsibility of the Council;
11 .7.4
unless the Buyer otherwise directs, carry out and complete before the Completion
Date any development begun on Gibbs Green School and any works stipulated to
be carried out to Gibbs Green School as a condition of any planning permission
implemented by the Council;
ii .7.5
not without the written approval of the Buyer to enter into an agreement or
undertaking or to serve a notice under the Planning Enactments which affects
Gibbs Green School; and
11 .7.6
not apply for any consent, licence or other authority under any environmental
legislation without the Buyers prior written approval.
11.8 Removal of rubbish
On or before the Completion Date the Council shall remove all refuse, fixtures and fittings
and signs from Gibbs Green School.
11.9 Rights of Light and Encroachments
The Council shall:
11.9.1 not obstruct any windows or openings belonging to Gibbs Green School;
11 .9.2
not make any acknowledgement that the flow of light or air to Gibbs Green School
is enjoyed with the consent of a third party;
11 .9.3 if any easement enjoyed by Gibbs Green School is obstructed and the Council is
aware of this the Council shall immediately notify the Buyer and shall take all steps
the Buyer reasonably considers necessary to prevent or secure the removal of the
obstruction;
11 .9.4 not knowingly permit any encroachment upon Gibbs Green School;
11 .9.5 if any encroachment upon Gibbs Green School is made or attempted to be made
the Council shall immediately notify the Buyer upon becoming aware and shall
take all steps the Buyer reasonably considers necessary to prevent such
encroachment.
11.10 Removal of Portakabin
11 .10.1 The Council shall before the Completion Date remove the temporary building that
is constructed from a number of Portakabin blocks as shown on the plan at
appendix E to the Gibbs Green School Schedule of Condition and marked
"Portakabin" from Gibbs Green School at its cost.
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11.10.2 The Council shall comply with its obligations in paragraph 11.10.1 and procure that
any services are capped off.
11.10.3 If the Council does not comply with its obligations in paragraph 11 .10.1 then the
Parties agree this will be a breach of the Councils obligation in paragraph 7.
11 .10.4 The Council shall not be released from liability for its failure to comply with
paragraphs 11 .10.1 and 11 .10.2 by reason of the completion of the transfer of
Gibbs Green School.

12. STANDARD CONDITIONS

The Standard Conditions shall apply to the sale and purchase of Gibbs Green School and,
save as otherwise set out below or elsewhere in this Schedule:

12.1 References to the seller shall be to the Council and references to the buyer shall be to the
Buyer.

12.2 Standard Conditions 1.3, 1.4, 1.5, 2, 3.2.2, 3.2.3, 3.3, 4, 5, 6.3, 6.5, 6.6.4, 7.1.3, 8.1, 8.2,
8.3.6, 8.3.7, 8.3.8, 8.4, 9.3, 9.5, 10 and 11 shall not apply.

12.3 Standard Condition 8.3.2 shall be varied to read as follows: "The day from which an
apportionment is to be made is the Completion Date (apportionment date)".

12.4 In Standard Condition 8.8.2, the words "For this purpose, time is of the essence of the
contract." shall be deleted.

12.5 Part 2 of the Standard Conditions shall not apply.

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