11.2.1 The Transferor transfers the Property by way of assignment to the Transferee for the unexpired residue of the Term subject to the Transferee and the Transferee’s successors in title paying the rent reserved by and observing and performing the tenant’s covenants and conditions contained in the Leasehold Documents until the end of the contractual term (or until such time if earlier as the Transferee or its successors in title (as the case may be) is released from the same by virtue of the Landlord and Tenant (Covenants) Act 1995) and indemnifying the Transferor in respect of any breach, non-observance or non-performance thereof. 11.2.2 The Property is sold subject to but with the benefit of the matters referred to in: (a) the Property and Charges Registers of the registered title of the Property (except legal or financial charges (if any)); (b) the Leasehold Documents; (c) any matters discoverable by inspection of the Property before the date of this Deed; (d) any matters which the Transferor does not and could not reasonably know about; (e) any matters disclosed or which would have been disclosed by the searches and enquiries which a prudent assignee would have made before entering into this Deed; and (f) any notice, order or proposal given or made (whether before or after the date of this Deed) by a body acting on statutory authority but otherwise free from all encumbrances. 11.3 Release of Transferor and Transferee and Guarantor and Transferee indemnity 11.3.1 The Transferee releases the Transferor and the Guarantor from all liability, claims and demands in respect of all the covenants and conditions contained in or otherwise arising under the Leasehold Documents. 11.3.2 The Transferee covenants with the Transferor to indemnify the Transferor against all actions, proceedings, costs, claims, expenses and demands whatsoever in respect of any breach, non-observance or non-performance by the Transferee after the date of this Transfer of all or any covenants restrictions and stipulations in the registers of the registered title of the Property or in the Leasehold Documents. 11.4 Transferor’s TUPE indemnity 11.4.1 For the purposes of this clause: “Transfer Regulations” means the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended, re-enacted or consolidated from time to time. 11.4.2 The Transferor and the Transferee do not consider that the Transfer Regulations apply and therefore do not intend that the Transferee will incur any liability as a result of this Transfer in relation to any persons employed by the Transferor prior to the date of this Transfer and the Transferor will indemnify the Transferee against any costs, claims, demands or expenses (including any legal and other professional expenses), losses, damages, compensation and other liabilities incurred by the Transferee in relation to any such employees. 11.5 Value Added Tax 11.5.1 For the purposes of this clause: “VAT” means value added tax as provided for in the VATA and regulations made under the VATA. “VATA” means the Value Added Tax Act 1994. |