Schedule 25

4/
Schedule 25 - Refund Termination Event
Refund Termination Event means that a right to Terminate this Agreement pursuant to one or
more of the provisions of this Agreement which are specified in Column A of the table below
has occurred and no corresponding Cessation Event specified in Column C of such table
has occurred before the date of the Termination or Expiry of this Agreement (and where there
is no corresponding Cessation Event specified then if the relevant circumstances giving rise
to a right to Terminate this Agreement shall have occurred there shall be deemed to be a
subsisting Refund Termination Event for all purposes) Provided that where the Buyer is not
permitted to Terminate this Agreement until the relevant matter shall have been referred to the
Project Delivery Group for a specified period or have been referred to the Expert pursuant to
clause 40 then if the Refund Termination Event is still subsisting when the matter is referred to
the Project Delivery Group (or the Expert as the case may be) the relevant event shall still be a
Refund Termination Event where following determination pursuant to the reference to the
Project Delivery Group (or the Expert as the case may be) the Buyer remains entitled to
Terminate whether or not the relevant event subsists at that time.
Column A Column B Column C
Termination Event Description of Termination Event Cessation Event
Provision
Service of notice by If the Halfway Condition has not been
the Council pursuant satisfied on or before the Halfway
to Paragraph 1.9 of Condition Date.
Schedule 16
Paragraph 4.2.1 of Where the Council has failed to Completion of the relevant Time
Schedule 16 complete any Time Critical Item by Critical Item.
the expiry of the relevant Time Critical
Item Completion Period for such Time
Critical Item.
Paragraph 4.2.2 of Where the Appropriation of Councils N/A
Schedule 16 interests pursuant to paragraph
5.10.4 of Part 1 of Schedule 6 does
not occur within the time specified
therein or where such Appropriation
fails for whatever reason.
Paragraph 4.2.3 of Where an Appropriation Scheme has Agreement as to the
Schedule 16 not been agreed between the parties Appropriation Scheme.
pursuant to paragraph 5.1.4 of Part I
of Schedule 6.
Paragraph 4.2.4 of Where an Appropriation Scheme has The Appropriation Scheme being
Schedule 16 not been implemented as required by implemented.
paragraph 5.1.6 of Part 1 of Schedule
6.
Paragraph 4.2.5 of Where a CPO has not been made The Council making the CPO.
Schedule 16 within 6 months following a CPO Start
Notice in respect of such CPO.
Paragraph 4.2.5 of Where the Council fails to confirm a The CPO being confirmed.
Schedule 16 CPO within 2 months of being
enabled to so.
42878078.2\io08 288
Draft 8 November 201 2RGB/90883.00001/951 0001.11
Schedule 25
Column A Column B Column C
Termination Event Description of Termination Event Cessation Event
Provision
Paragraph 4.2.6 of Where a Councils Abandonment N/A
Schedule 16 Event has occurred.
Paragraph 4.2.7 of Where the Secretary of State has The Secretary of State confirming
Schedule 16 either (1) decided not to confirm a the relevant Satisfactory CPO.
Satisfactory CPO or (2) has not within
12 months of the Application for such
confirmation, made a decision
confirming the same.
Paragraph 4.2.8 of Where the Council does not make a All relevant GVDs being made
Schedule 16 GVD and/or serve notices to treat or and/or service of all relevant
notices of entry in respect of all Third notices to treat or notices of
Party Interests within 20 Working entry.
Days of the Buyers request to do so.
Paragraph 4.2.9 of Where the Council fails to secure The Council securing such vacant
Schedule 16 vacant possession of any CPO Land possession and completing the
and complete the Relevant Phase Relevant Phase Transfer.
Transfer and the transfer of all Third
Party Interests by the relevant VP
Date (whether or not a VP
Abandonment Event has occurred).
Paragraph 4.2.10 of Where a Satisfactory Closure Order N/A
Schedule 16 is necessary to enable a Phase to be
developed but has not been obtained
(or is not free from Challenge) by the
VP Date for the Relevant Phase.
Paragraph 4.2.12 of If the Council fails to perform its Such payments being made.
Schedule 16 obligations in relation to the making of
payments within 90 days of the same
having been demanded in writing and
becoming due.
Paragraph 4.2.13 of A breach by the Council of the Such breach being remedied
Schedule 16 Councils other obligations and such within the notice period specified.
breach not being remedied within the
90 days notice period specified in
paragraph 4.12.13 of Schedule 16.
Paragraph 4.2.14 of Where there is a Challenge in respect N/A
Schedule 16 of the matters specified in that
paragraph.
1. The descriptions of the Termination Events which are set out in Column B of the above table
are for ease of reference only and do not form part of this Agreement.
2. A Refund Termination Event shall also be deemed to arise in any circumstances where in
relation to this Agreement or any other agreement that is supplemental to this Agreement
42878078.2\1o08 289
Draft 8 November 2012R0B/9088300001/9510001 .11
Schedule 25
there is a declaration of ineffectiveness or other challenge or legal proceedings brought by
any third party which results in this Agreement or any other agreement supplemental to this
Agreement (or any transfer of land hereunder) being or becoming ineffective, unenforceable,
void or illegal in whole or part.
42878078.2\1o08 290
Draft 8 November 201 2RGB/9088300001 /9510001 11