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6.5.4.2 where the Promotion Period has been extended in accordance with clause 3, ten per cent (10%) 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);
6.5.5 To pay the whole of the remaining balance of the Receipts thereafter to the Owner.
6.6 This Agreement shall not in any event continue beyond the expiry of the Marketing Period unless Receipts are paid to the Owner after the expiry of the Marketing Period in relation to a contract for Sale entered into prior to the expiry of the Marketing Period whereupon for the avoidance of doubt that Receipt will still be dealt with in accordance with clauses 6.1 and 6.2 hereof.
6.7 Subject to the Costs being agreed pursuant to clause 6.2. and subject to the Promoter having provided details of where it wants its share of the Receipts from time to time to be sent (which shall be a London or Scottish clearing bank) the Owner’s Solicitors shall pay to the Promoter its share of the Receipts together with VAT thereon within one (1) Working Day of agreement pursuant to clause 5 and receipt by the Owner’s Solicitors of the same and the Promoter’s VAT invoices.
6.8 The Owner shall instruct the Owner’s Solicitors to provide the Promoter’s Solicitors with an undertaking at least three (3) Working Days prior to the exchange of contracts in respect of each Sale to distribute monies in accordance with clauses 6.3 and 6.5.
7 DEALINGS WITH THE PROPERTY
7.1 The Owner covenants with the Promoter during the Promotion Period and thereafter the Marketing Period that they will not dispose of any part of the Property (save by way of a Sale) or agree to do the same unless they have obtained the Promoter’s approval (such approval not to be unreasonably withheld or delayed) and have complied with clause 7.2 (if required by the Promoter) provided always and for the avoidance of doubt that the Promoter may at its absolute discretion withhold its approval to any Disposal which is inconsistent with, or may adversely affect or delay achieving the Objectives and or which may adversely affect or delay the obtaining of a Compliant Offer and thereafter, the completion of a Sale and or in any event may result in a material adverse change to the character or condition of the Property.
7.2 If any Disposal of the Property is proposed the Owner shall so as to ensure that the Promoter shall receive its share of the Receipts procure that prior to the completion of such Disposal the third party shall execute and deliver to the Promoter and the remaining Owner(s) a deed of covenant in a form approved by the Promoter and the remaining Owner (such approval not to be unreasonably withheld or delayed) by which the third party covenants to be bound by and perform and observe the covenants and other obligations to be performed and observed by the Owner in accordance with this Agreement.
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