Termination not in case of breach. Clause 9. The agreement comes to an end on completion of a sale, subject to suspension to cover post-completion responsibilities referred to below; “sale” is defined in clause 1 as covering sale or exchange, or the grant of a long lease at a premium reserving a peppercorn or ground rent, of the whole, or substantially the whole, of the Property; “sale” also includes a disposition of control of a company or other such entity in which the full equity value of the property is substantially realised. In the context of the manager’s entitlement to a performance fee, a sale is deemed to take place, on a valuation basis if, at the expiration of 24 months (or such shorter period as the parties may agree) after practical completion, a sale has not taken place; clause 6.3.5. In addition, the owner may discontinue and terminate the development project permanently at any time; it is not bound to the manager to continue. In all such circumstances of termination, other than a “deemed” sale referred to above, the owner may require the manager to continue to act following termination in so far as there are matters requiring continuing work on the manager’s part, so suspending the termination of the appointment until they have been dealt with. The management fee is payable until then.
