You can access the Law Society’s precedent residential sale agreement which incorporates the Standard Conditions of Sale

Date [date] Parties 1 [name of (first) Seller] [and [name of second Seller] both] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Seller) 2 [name of (first) Buyer] [and [name of second Buyer] both] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Buyer) 1 Definitions In this Agreement, the following definitions apply: AA 2020 • Agriculture Act 2020; Actual Completion Date • the date on which the Transfer is actually completed; Agreement • this Agreement and any document supplemental or collateral to it; [Basic Payment Scheme • has the meaning given to the expression ‘basic payment scheme’ by section 7(2) of AA 2020, and includes any replacement scheme;] [BPS Payment • any direct payment under the Basic Payment Scheme;] Buyer’s Solicitors • [name] of [address] (reference [details]) or any other firm that the Buyer notifies to the Seller or the Seller’s Solicitors for the purposes of this Agreement; [Charge[s] • the charge[s] appearing at entry [number] [and [number]] in the charges register of title number [title number] at [date and time of official copy entries];] [Chattels • the items listed at Schedule 2;] [Chattels Price • [amount in words] pounds (£[amount

Date [date] Parties 1 [name of (first) Seller] [and [name of second Seller] both] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Seller) 2 [name of (first) Buyer] [and [name of second Buyer] both] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Buyer) 1 Definitions In this Agreement, the following definitions apply: AA 2020 • Agriculture Act 2020; Actual Completion Date • the date on which the Transfer is actually completed; Agreement • this Agreement and any document supplemental or collateral to it; [Basic Payment Scheme • has the meaning given to the expression ‘basic payment scheme’ by section 7(2) of AA 2020, and includes any replacement scheme;] [BPS Payment • any direct payment under the Basic Payment Scheme;] Buyer’s Solicitors • [name] of [address] (reference [details]) or any other firm the Buyer notifies to the Seller or the Seller’s Solicitors for the purposes of this Agreement; [Charge[s] • the charge[s] appearing at entry [number] [and [number]] in the charges register of title number [number] at [date/time of official copy entries];] [Chattels • the items listed at Schedule 2;] Completion Date • [date]; [Cross Compliance Conditions • the statutory management requirements

date [date] Parties 1 [name of Seller] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] [and whose address for service in England and Wales is [address]] (Seller) 2 [name of Buyer] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] [and whose address for service in England and Wales is [address]] (Buyer) 3 [[name of Guarantor] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] [and whose address for service in England and Wales is [address]] (Guarantor)] 1 Definitions In this Agreement, the following definitions apply: Actual Completion Date • the date on which the Transfer is actually completed; [Arrears • the amounts (including VAT for which the Seller must account to HMRC) due to the Seller from the Tenant[s] up to and including the Actual Completion Date, but which have not been received by the Seller or its agents in cleared funds before that date;] Buyer's Solicitors • [name] of [address] (reference: [details]); [Charge[s] • the charge[s] appearing at entry [number] [and [number]] in the charges register of [the Property OR title number [number]]

date [date] Parties 1 [name of Seller] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] [and whose address for service in England and Wales is [address]] (Seller) 2 [name of Buyer] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] [and whose address for service in England and Wales is [address]] (Buyer) 3 [[name of Guarantor] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at [address]] [and whose address for service in England and Wales is [address]] (Guarantor)] 1 Definitions In this Agreement, the following definitions apply: Actual Completion Date • the date on which the Transfer is actually completed; Buyer’s Solicitors • [name] of [address] (reference: [details]); [Charge[s] • the charges appearing at entry [number] [and [number]] in the charges register of title number [number] as at [date/time of official copy entries];] [Chattels • the items listed in Schedule 3;] [Chattels Price • £[amount in figures] [([amount in words] pounds)];] Completion Date • [20] working days after the Condition is satisfied or waived in accordance with paragraph 8 of Schedule 1; Condition • is as defined

date [date] Parties 1 [name of Seller] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] [and whose address for service in England and Wales is [address]] (Seller) 2 [name of Buyer] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] [and whose address for service in England and Wales is [address]] (Buyer) 3 [[name of Guarantor] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] [and whose address for service in England and Wales is [address]] (Guarantor)] 1 Definitions In this Agreement, the following definitions apply: Actual Completion Date • the date on which the Transfer is actually completed; Buyer's Solicitors • [name] of [address] (reference: [details]); [Charge[s] • the charge[s] appearing at entry [number] [and [number]] in the charges register of [the Property OR title number [number]] at [date of official copy entries];] [Chattels • the items listed at Schedule 2;] [Chattels Price • £[amount in figures] [([amount in words] pounds)];] Completion Date • [date]; [Contracts • the contracts [for the [provision of services and maintenance AND/OR leasing of equipment AND/OR appointment of managing agents] [specify other contracts]]

date [date] Parties 1 [name of Seller] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] [and whose address for service in England and Wales is [address]] (Seller); 2 [name of Buyer] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] [and whose address for service in England and Wales is [address]] (Buyer); 3 [[name of Guarantor] [of OR incorporated in England and Wales (company registration number [number ])whose registered office is at] [address] [and whose address for service in England and Wales is [address]] (Guarantor).] 1 Definitions In this Agreement, the following definitions apply: Actual Completion Date • the date on which the Transfer is actually completed; Buyer's Solicitors • [name] of [address] (reference: [details]); [Charge[s] • the charge[s] appearing at entry [number] [and [number]] in the charges register of title number [title number] as at [date and time of official copy entries];] [Chattels • the items listed at Schedule 2;] [Chattels Price • £[amount in figures] [([amount in words] pounds)];] Completion Date • [date]; [Contracts • the contracts [for the [provision of services and maintenance AND/OR leasing of equipment AND/OR appointment of managing agents] [specify other contracts]] set

This playbook provides guidance for negotiating two clauses (relating to arrears and the seller’s release respectively) in an agreement for sale of a property that is subject to one or more commercial leases. The playbook can be used by lawyers acting for the seller and in-house counsel, who should modify the playbook as necessary to address client-specific issues and ensure that the client’s interests are fully protected. The level of risk noted in the playbook may vary depending on the client. This playbook includes preferred contract provisions, fallback language, and guidance that favour the seller. For a full list of related content, see the Contracts subtopic. For template sale agreements, see Contract for sale—freehold subject to leases and Contract for sale—leasehold subject to leases. See also Practice Note: Dealing with rent arrears on the sale of a property subject to leases. Arrears Clause name Arrears Alternate names N/A Risk Medium Explanation Arrears comprise any monies due from an occupational tenant which the Seller has not received in cleared funds on

date [date] Parties 1 [name of Seller] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] [and whose address for service in England and Wales is [address]] (Seller) 2 [name of Buyer] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] [and whose address for service in England and Wales is [address]] (Buyer) 3 [[name of Guarantor] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] [and whose address for service in England and Wales is [address]] (Guarantor)] 1 Definitions In this Agreement, the following definitions apply: Actual Completion Date • the date on which the Transfer is actually completed; [Arrears • the amounts (including VAT for which the Seller must account to HMRC) due to the Seller from the Tenant[s] up to and including the Actual Completion Date, but which have not been received by the Seller or its agents in cleared funds before that date;] Buyer's Solicitors • [name] of [address] (reference: [details]); [Charge[s] • the charge[s] appearing at entry [number] [and [number]] on the charges register of [the Property OR title number [number]]

date [date] Parties 1 [name of Seller] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] [and whose address for service in England and Wales is [address]] (Seller) 2 [name of Buyer] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] [and whose address for service in England and Wales is [address]] (Buyer) 3 [[name of Guarantor] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] [and whose address for service in England and Wales is [address]] (Guarantor)] 1 Definitions In this Agreement, the following definitions apply: Actual Completion Date • the date on which the Transfer is actually completed; Buyer’s Solicitors • [name] of [address] (reference: [details]); [Charge[s] • the charge[s] appearing at entry [number] [and [number]] in the charges register of title number [number] at [date of official copy entries];] [Chattels • the items listed in Schedule 2;] [Chattels Price • £[amount in figures] [([amount in words] pounds)];] Completion Date • [date]; [Contracts • the contracts [for the [provision of services and maintenance AND/OR leasing of equipment AND/OR appointment of managing agents] [specify other contracts]] identified in Schedule 3;] Deposit

DATE [date] Parties 1 [name of Seller] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] [and whose address for service in England and Wales is [address]] (Seller) 2 [name of Buyer] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] [and whose address for service in England and Wales is [address]] (Buyer) 3 [[name of Guarantor] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] [and whose address for service in England and Wales is [address]] (Guarantor)] 1 Definitions In this Agreement, the following definitions apply: Actual Completion Date • the date on which the Transfer is actually completed; Buyer’s Solicitors • [name] of [address] (reference: [details]); [Charge[s] • the charge[s] appearing at entry [number] [and [number]] in the charges register of title number [title number] at [time/date of official copy entries];] [Chattels • the items listed in Schedule 2;] [Chattels Price • £[amount in figures] [([amount in words] pounds)];] Completion Date • [date] or, if later, [5] working days after the Consent is obtained; Consent • written consent to the Transfer (satisfying the requirements

Date [date] Parties 1 [name of seller] of [address] (Seller) 2 [name of buyer] of [address] (Buyer) 1 Definitions In this contract, the following definitions apply: Buyer’s conveyancer • [name] of [address] (reference [details]); Completion Date • [insert date]; Contents • the contents of the Property marked as included on the attached list; [Contents Price • £[amount in figures] [([amount in words] pounds)];] Deposit • £[amount in figures] [([amount in words] pounds)]; [Lease • [insert details of lease];] Property • [All that freehold property situate at and known as [insert address ]registered with absolute title at HM Land Registry under the Title Number OR All that leasehold property situate at and known as [insert address ]registered with absolute title at HM Land Registry under the Title Number and more particularly described in the Lease]; Purchase Price • £[amount in figures] [([amount in words] pounds)]; Seller’s conveyancer • [name] of [address] (reference [details]); Standard Conditions • the Standard Conditions of Sale (Fifth Edition—2018 Revision); Title Guarantee • [Full OR Limited] Title Number • [insert title number] 2 Interpretation 2.1 Words and phrases defined in clause 1 or elsewhere in this contract have the same meaning for the purposes of the Standard Conditions. 2.2 Where the context so admits, the expression[s]