Provision as to purchase money where vendor is limited owner. Tenant's interest. Accommo. dation works. done or permitted by the Co,] and shall be in full satisfon for all communications, gates, bridges, fences, culverts, drains, watering-places, ways, passages, works, and things over, under, across, or near to the sd railway [except such as are hby specially provd for] which might otherwise be required to be made or done under any of the sd Acts for the better enjoyment, protection, or accommodation of the vendor's other ppty [and the vendor hby consents to such alterations of levels and works as may be found convenient in the construction and maintenance of the sd railway and works]. [3. If the vendor is a limited owner insert the clause following-If the amount of pchase-money and compensation, determined psuant to the provons of the Lands Clauses Consolidation Act, 1845, shall exceed the sd sum of £, then this agreemt shall be construed as if the amount so determined had been substituted herein for the sd sum of £ -.] [4. THE sd pchase-money shall also include all claims (except for crops as hinafter provd for), on the pt of the tenants or occupiers of the sd premes, and if the Co shall require possion before the crops are matured, they shall pay the value of such crops to the tenants or occupiers of the land, possion whof is required, or otherwise allow time for the same to mature and be removed. The Co shall give due notice to the tenants and occupiers of the sd lands and premes to treat as provd by the sd Acts, and shall deliver all claims made by any such tenants and occupiers in respect of their interest in the sd lands and premes to the vendor, who shall settle the same upon such terms in all respects as he may think fit, he, the vendor, hby agreeing to indemnify the Co from paymt thof]. [5. THE CO shall, within years from the date of this agreemt, execute, and for ever thereafter maintain, at their own expense, the accommodation and other works specified in the schedule hto for the benefit of the vendor, his hrs and assigns, or other the psons who may, for the time being, be entled to the farm. The conveyance to the Co shall contain a covenant to the effect of this present clause.] 6. THE vendor shall, within days from the date hereof, Abstract. deliver to the solors of the Co an abstract of title to the premes hby agrd to be sold, but to such extent only as the sd solors shall require, and produce the deeds and munimts of title and other evidences in proof of the same, and the vendor and all other necessary pties shall make and execute all proper and necessary assurances to the Co, or as they shall require, of the sd premes with covenants (statutory or otherwise), for title and for production of deeds. and munimts not handed over to them, according to the usual practice on pchases of similar ppty. clause. 7. THE Co shall be at liberty to take possion of the Possessd premes at any time hereafter, and, if required, shall sion (c). deposit the sd pchase and compensation-money in the Bank of in the joint names of the vendor and of (on behalf of the Co), where the same shall remain at the risk of the Co until the pchase shall be completed, when the same shall be paid to the vendor or other pties entled thto or otherwise into Court for their benefit, as provd by the sd Acts [or, The Co shall not proceed to take possion of Alternative any pt of the sd lands and premes without either the written consent of the vendor, or taking such proceedings for obtaining possion as provd by the sd Acts, and in case possion of the sd premes shall be taken by the Co before the vendor shall have deduced a good title to the whole of the sd premes, the pchase-money, or a proportionate pt thof in respect of the lands and premes to which a good title shall not have been deduced, shall, pending the investigation of the title, be deposited at the risk of the Co in a bank to be approved by the vendor, in the joint names of the vendor and a nominee of the Co, and shall be paid to the vendor, with interest thereon at the rate of per cent. per annum (c) This clause enables the company to commence their works, Bolton v. London School Board, 7 Ch. D. 766. Completion. Interest on unpaid purchasemoney. Release, tion (e). from the time of the deposit, upon a good title being deduced 8. THE pchase shall be completed on or before the at 9. THE CO shall pay to the vendor or other pties entled thto interest at the rate of £- per cent. per annum on the sd pchase and compensation-money, or on so much thof as shall remain unpaid [where the variation in clause 7 is used, say, or undeposited] from the time of their taking possion or from the sd-day of next, whichever shall first happen, until the completion of the sd pchase and paymt of the sd pchase and compensation-money, or the balance thof. Add any provisions as to title, identity, compensation for misdescription, custody of deeds, &c., which may be applicable, as in ordinary contracts for sale (d). 10. THE vendor shall rele to the Co any right of preor, reserva-emption, to which he may be entled under the Lands Clauses tion, of right of Consolidation Act, 1845, in respect of the sd premes [or, pre-empAs to any pt of the sd premes which shall not be required for the pposes of the sd Co, the vendor, his hrs or assigns, shall have the like right of pre-emption as he or they would have been entitled to under the Lands Clauses Consolidation Act, 1845, if such lands had not been built upon or used for building pposes, and no pt of such superfluous lands shall in the meantime be let by the Co on lease or from year to year or otherwise to any person other than the vendor, his hrs or assigns.] Conditions as to title on sales under Lands Clauses Acts. (d) In agreements for sales to companies purchasing under the Lands Clauses Acts, it is rarely necessary to make any stringent conditions as to the evidence to be given in support of the title, for as all the expenses are thrown on the company, it rarely happens that they make unreasonable requisitions. The main point to be attended to on the part of the vendor is to guard by contract against the money being paid into Court in such a manner as to excite any dormant claims. (c) The first of these alternative clauses applies to rural, the second to urban lands; see the Act, s. 128. 11. THE CO shall, on completion of the pchase, pay the Costs. vendor's costs of deducing and verifying his title, and of the assurance to the Co as provd by the Lands Clauses Consolidation Act, 1845, [togr with the sum of £for the costs and charges of his surveyor and solor of and attending the making out and prosecuting his claims against the Co, inclusive of the costs of this agreemt.] for failure of agree 12. In case this agreemt shall in any respect fail to Provision take effect, whether owing to the default of either pty or otherwise, or in case any matter relating to the pchase or ment. taking by the Co of the sd premes is not herein provd for, the respive pties hto may, so far as respects the sd lands and premes hinbefore described, at any time exercise or have recourse to such of the powers and provons of the sd Acts relating to the pchase or taking of land by the Co, whether by agreemt or by compulsory means, as may be applicable to the case. IN WITNESS, &c. X. AGREEMENT for SALE of GOODWILL and TRADE- PARTIES, A. and B. (hinafter called the vendors), 1. C. (hin after called the pchaser), 2. 1. THE vendors hby agree with the pchaser to sell to him Agreement (a) See the Trade-marks Registration Act, 1875, 38 & 39 Vic., c. 91, and the Amendment Acts, and decisions on the Act, and the rules thereunder, in Chitty's Statutes; as to the assignment of trade marks, see the Act, ss. 2 and 4, and rules 23 et seq. for sale. Covenant by venders not to carry on trade (3% Payment of purchases for the sum of £ the goodwill of the business known as 66 -" being one of the businesses carried on by the vendors in co-partnership at , and also the exclusive right to use the brand or trade mark certain articles, reserving to the vendors the right to use the sd brand or trade mark on, certain other articles. on, 2. THE vendors shall not nor shall any of them carry on, or be concerned, directly or indirectly, in carrying on the business of business of ——— in any pt of the United Kingdom, for the period of —— years from the date of this agreemt, unless the pehaser shall make default for thirty days in paymt of any of the instalmts of the sd pchase-money, or the interest thereon, or any pt thof, as hinafter mentd. 3. THE pehase-money, with interest at the rate of per cent. per annum from the day of next upon the unpaid pt thof for the time being, shall be pd by the pchaser to the vendors as follows, namely, the sd pchase-money by four equal instalmits of £ each, payable as follows, &c., and the interest on the pt of the sd pehase-money for the time. being remaining unpaid shall be pd on the same respive days. Provd that if any instalmt of principal or interest, or any pt thof, shall remain unpaid after thirty days from the day so appointed for the paymt thof, then the whole of the sd peitase-money, or of the unpaid pt thof, with the interest then, shall become immediately due and payable. 4. So long as the pehaser shall perform in all respects My dis pt of this agreemt, the vendors shall, in the event of any www infegemt by any other pson or psons of the sd brand or trade mark — by the use thof on any, specified articles, at the request of the pehaser, and upon being previously properly indemnified against all costs, damages, and expenses in respect thof, allow their names to be used in any proceedings which may be advised against the pson or psons guilty or suspected of such infringemt. (5) As to provisions in restraint of trade, see notes, pp. 35, 219. |