Common use of Save where Clause in Contracts

Save where. Homes England agrees (in writing) to the contrary, Homes England hereby directs the Developer to pay the Uplift Amount to Homes England within ten (10) Business Days of the occurrence of a Relevant Event. 16 Change in Control‌ 16.1 Save in respect of a Change in Control of a company whose shares are listed on a recognised investment exchange as such expression is defined in the Financial Services and Markets Act 2000, during the period prior to and including the date upon which the Practical Completion Tranche Grant is paid in respect of a Firm Scheme, the Developer will not without the prior written consent of Homes England allow any Change in Control of either or both of: 16.1.1 the Developer; or 16.1.2 the holding company of the Developer (if any). 16.2 The consent of Homes England under Clause 16.1 (Change in Control) will not be unreasonably withheld or delayed provided that Homes England is notified about any proposed Change in Control and receives all the information required under Clause 16.4 (Change in Control) at least twenty-five (25) Business Days prior to the Change in Control being effected Homes England hereby records its intention (but without fettering its rights hereunder) to look favourably on applications for consent to Change in Control or which will not adversely affect the delivery of any Firm Scheme or Firm Schemes. 16.3 Without prejudice to the generality of Clause 16.2 (Change in Control), it shall be reasonable for Homes England to withhold its consent either at the date when application for consent to Change in Control is made to Homes England or after that date but before Homes England's consent is given if the proposed Controller: 16.3.1 does not have sufficient (a) financial standing; (b) organisational standing and capacity; or (c) reputation, for it to be reasonable for Homes England to assume that it will ensure that the Developer complies with this Agreement, or 16.3.2 is a Prohibited Person. 16.4 The application for consent to Change in Control must be accompanied by: 16.4.1 full written details setting out all the terms and conditions of the Change in Control reasonably necessary for Homes England to assess whether the delivery of the Firm Schemes might be affected and/or whether the proposed Controller has sufficient financial standing, organisational standing and capacity and reputation for it to be reasonable for Homes England to assume the proposed Controller will be able to comply with this Agreement; 16.4.2 where the proposed Controller is an incorporated body certified copies of the proposed Controller’s audited accounts for each of the two (2) financial years immediately preceding the date of the application for consent to the Change in Control, the latest audited accounts being to a date not more than ten (10) months before the date of the application insofar as available for recently incorporated bodies; 16.4.3 references from the proposed Controller’s bankers confirming that the proposed Controller is considered good for the obligations of the Developer under this Agreement; 16.4.4 an undertaking from the Developer’s solicitors requesting consent to Change in Control or for the proposed Controller to pay the reasonable costs disbursements and any VAT on them which may properly be incurred by Homes England in: (a) considering the application (whether or not consent is granted); and (b) granting consent (if it is granted). 16.5 If at any time before the proposed Change in Control has been effected any of the reasons for withholding consent specified in Clause 16.3 (Change in Control) apply Homes England may revoke its consent to such proposed Change in Control by written notice to the Developer.

Save where. Homes England agrees (in writing) to the contrary, Homes England hereby directs the Developer to pay the Uplift Amount to Homes England within ten (10) Business Days of the occurrence of a Relevant Event. 16 Change in Control‌ 16.1 Save in respect of a Change in Control of a company whose shares are listed on a recognised investment exchange as such expression is defined in the Financial Services and Markets Act 2000Xxx 0000, during the period prior to and including the date upon which the Practical Completion Tranche Grant is paid in respect of a Firm Scheme, the Developer will not without the prior written consent of Homes England allow any Change in Control of either or both of: 16.1.1 the Developer; or 16.1.2 the holding company of the Developer (if any). 16.2 The consent of Homes England under Clause 16.1 (Change in Control) will not be unreasonably withheld or delayed provided that Homes England is notified about any proposed Change in Control and receives all the information required under Clause 16.4 (Change in Control) at least twenty-five (25) Business Days prior to the Change in Control being effected Homes England hereby records its intention (but without fettering its rights hereunder) to look favourably on applications for consent to Change in Control or which will not adversely affect the delivery of any Firm Scheme or Firm Schemes. 16.3 Without prejudice to the generality of Clause 16.2 (Change in Control), it shall be reasonable for Homes England to withhold its consent either at the date when application for consent to Change in Control is made to Homes England or after that date but before Homes England's consent is given if the proposed Controller: 16.3.1 does not have sufficient (a) financial standing; (b) organisational standing and capacity; or (c) reputation, for it to be reasonable for Homes England to assume that it will ensure that the Developer complies with this Agreement, or 16.3.2 is a Prohibited Person. 16.4 The application for consent to Change in Control must be accompanied by: 16.4.1 full written details setting out all the terms and conditions of the Change in Control reasonably necessary for Homes England to assess whether the delivery of the Firm Schemes might be affected and/or whether the proposed Controller has sufficient financial standing, organisational standing and capacity and reputation for it to be reasonable for Homes England to assume the proposed Controller will be able to comply with this Agreement; 16.4.2 where the proposed Controller is an incorporated body certified copies of the proposed Controller’s audited accounts for each of the two (2) financial years immediately preceding the date of the application for consent to the Change in Control, the latest audited accounts being to a date not more than ten (10) months before the date of the application insofar as available for recently incorporated bodies; 16.4.3 references from the proposed Controller’s bankers confirming that the proposed Controller is considered good for the obligations of the Developer under this Agreement; 16.4.4 an undertaking from the Developer’s solicitors requesting consent to Change in Control or for the proposed Controller to pay the reasonable costs disbursements and any VAT on them which may properly be incurred by Homes England in: (a) considering the application (whether or not consent is granted); and (b) granting consent (if it is granted). 16.5 If at any time before the proposed Change in Control has been effected any of the reasons for withholding consent specified in Clause 16.3 (Change in Control) apply Homes England may revoke its consent to such proposed Change in Control by written notice to the Developer.