Page 15 - Demo

matter shall be referred to an independent expert pursuant to clause 11.3 hereof.
5.4 The Promoter and the Owner are to comply with and carry out their respective obligations in the Schedules hereto.
5.5 The Promoter agrees not to incur any Third Party Costs without the written consent of the Owner (such consent not to be unreasonably withheld or delayed).
6 DISTRIBUTION OF RECEIPTS AND DURATION
6.1 The Receipts will be paid to the Owner’s Solicitors.
6.2 The Parties shall use reasonable endeavours to agree the Costs as soon as reasonably possible but in any event at least one (1) month prior to the completion of each Sale.
6.3 If the Parties cannot agree as to whether or not an item of expenditure or the quantum thereof constitutes a Cost then either Party (acting reasonably) can refer the matter to an expert for determination pursuant to clause 11.3 hereof.
6.4 If any Costs are not agreed prior to the Owner’s Solicitor’s receipt of the proceeds of each Sale then such amount as is in dispute shall be retained by the Owner’s Solicitor’s (pursuant to a solicitor’s undertaking given by the Owner’s Solicitor to the Promoter’s Solicitor in a form reasonably acceptable to the Promoter’s Solicitor to pay the Costs or the balance thereof to the Promoter’s Solicitor once such sum has been agreed or determined by the expert) from such part of the Receipts actually received by the Owner’s Solicitor and shall not be distributed until the amount of the disputed element of the Costs has been determined by the expert whereupon the Owner shall instruct the Owner’s Solicitor to discharge the remaining Costs and any balance retained by the Owner’s Solicitor shall be distributed as a Receipt pursuant to this clause 5.
6.5 The Owner shall instruct the Owner’s Solicitors to distribute the Receipts in the following order:
6.5.1 To pay any VAT on the Receipts to the Owner;
6.5.2 To pay and discharge to the Promoter all outstanding Costs incurred by the Promoter;
6.5.3 To pay the Third Party Costs incurred by the Promoter to the Promoter;
6.5.4 Following the deduction of the items listed in clause 6.5.1 to 6.5.3, to pay:
6.5.4.1 nine point five per cent (9.5%) of the balance of the Receipts to the Promoter together with VAT thereon (subject to provision of VAT invoices to the Owner in respect of the VAT due on this sum); or
12
/Users/georgegriffiths/Library/Containers/com.apple.mail/Data/Library/Mail Downloads/6663C249-66B1-4856-B8AF-3D567A64A39C/Promotion Agreement (engrossment) (JMW).doc