Common use of Non-Satisfaction/Waiver Clause in Contracts

Non-Satisfaction/Waiver. (a) The Purchaser may at any time waive in whole or in part the conditions set out in Sections 4.4(a), 4.4(b), and 4.4(c) by notice in writing to the other Parties. In the event the Purchaser waives, in whole or in part, any of the conditions set out in Sections 4.4(a), 4.4(b), and 4.4(c) (the “Waived Purchaser Condition”), the Purchaser shall not have any claim against any of the Other Shareholders, Beneficial Shareholders or Principal Vendors for such, whole or part, of the Waived Purchaser Condition. (b) The Other Shareholders may at any time waive in whole or in part the conditions set out in Section 4.5 by notice in writing signed by at least four Other Shareholders (the “Majority Other Shareholders”), to the Purchaser. In the event the Majority Other Shareholders waive, in whole or in part, any of the conditions set out in Section 4.5 (the “Waived Other Shareholders Condition”), the Principal Vendors, the Other Shareholders and the Beneficial Shareholders shall not have any claim against the Purchaser for such, whole or part, of the Waived Other Shareholders Condition. Any written notification given by the Majority Other Shareholders pursuant to this Section 4.7(b) shall be deemed to have been duly given by and on behalf of the Other Shareholders and each of the Other Shareholders agrees to be bound by the written notification of the Majority Other Shareholders pursuant to this Section 4.7(b). (c) If the conditions in Sections 4.4 and 4.5 are not satisfied or waived on or before the Closing Date, this Agreement (other than Section 5.2 and Article 6) shall ipso facto cease and terminate on the Closing Date and none of the Parties shall have any claim against the other for costs, damages, compensation or otherwise, save for any claim by the relevant Party arising from antecedent breaches of this Agreement.

Non-Satisfaction/Waiver. (a) 4.3.1 The Purchaser party responsible under Clause 4.2 for satisfaction of each condition in Clause 4.1 shall give notice to the other party of the satisfaction of the relevant condition within two Business Days of becoming aware of the same. 4.3.2 RBS may at any time waive in whole or in part and conditionally or unconditionally the conditions condition set out in Sections 4.4(a), 4.4(b), and 4.4(c) clause 4.1.5 by notice in writing to the Purchaser. If the condition in Clause 4.1.5 is not satisfied or duly waived by the Long Stop Date, then in circumstances where (i) all of the other Parties. In the event conditions have been satisfied or duly waived, (ii) the Purchaser waiveshas complied with its obligations under Clause 5.3, and (iii) the Investors (as defined in whole or the Shareholders’ Agreement) have complied with their equivalent obligations in part, any Clauses 3.9 to 3.15 of the conditions Shareholders’ Agreement), RBS shall pay to the Purchaser the sum of £18,750,000 (exclusive of VAT, if any), such sum to be a debt due on demand immediately and paid in cash in full on the Long Stop Date, without any counterclaim, set off, withholding or other reduction whatever. 4.3.3 In relation to the condition set out in Sections 4.4(a), 4.4(b), and 4.4(cClause 4.1.1: (i) (the “Waived Purchaser Condition”), the Purchaser shall not have any claim against any of the Other Shareholders, Beneficial Shareholders or Principal Vendors for such, whole or part, of the Waived Purchaser Condition. (b) The Other Shareholders may at any time waive such condition in whole or in part the conditions set out in Section 4.5 by notice in writing signed by at least four Other Shareholders (the “Majority Other Shareholders”), to the Purchaser. In the event the Majority Other Shareholders waive, in whole or in part, any of the conditions set out in Section 4.5 Transferor; (the “Waived Other Shareholders Condition”), the Principal Vendors, the Other Shareholders and the Beneficial Shareholders shall not have any claim against the Purchaser for such, whole or part, of the Waived Other Shareholders Condition. Any written notification given by the Majority Other Shareholders pursuant to this Section 4.7(bii) such condition shall be deemed to have been duly given be satisfied if the relevant Transferor confirms to the Purchaser in writing (within 21 days of receipt by and on behalf the Transferors of formal written responses from the relevant Regulatory Authorities to a request from the Purchaser for formal evidence of their regulatory capital requirements or, if there is more than one such response, receipt of the Other Shareholders and each last such response) that it will increase the amount to be provided by it by way of capital contribution in accordance with Clause 7.6 by such amount as will fulfil the requirements of the Other Shareholders agrees relevant Regulatory Authorities in relation to the regulatory capital to be bound held by the written notification of Group on Closing and confirms that it will make such capital contribution on Closing. Nothing shall oblige a Transferor to give any such confirmation as is referred in to in this sub-Clause 4.3.3(ii); 4.3.4 The Purchaser shall, with effect from the Majority Other Shareholders pursuant to this Section 4.7(b). (c) If the conditions in Sections 4.4 and 4.5 are not satisfied or waived on or before the Closing Date, this Agreement (other than Section 5.2 and Article 6) shall ipso facto cease and terminate on the Closing Date and none of the Parties shall have any claim against the other for costs, damages, compensation or otherwise, save for any claim by the relevant Party arising from antecedent breaches date of this Agreement, use its best endeavours to become a member of the Visa Europe and MasterCard Worldwide card schemes and to be able to operate the Businesses in the UK and Europe as a member of such card schemes without reliance on members of the RBSG Group as Sponsors as soon as practicable following Closing and in any event prior to the end of the term of the Sponsorship Agreement to the extent it relates to the UK and Europe.

Non-Satisfaction/Waiver. (a) 4.3.1 The Purchaser may at any time waive in whole or in part the conditions condition set out in Sections 4.4(a), 4.4(b), and 4.4(c) by notice in writing to the other Parties. In the event the Purchaser waivesClause 4.1.6 may only be waived, in whole or in part, by written agreement of the Seller and the Purchaser. The Seller and the Purchaser agree that no other conditions in Clause 4.1 shall be capable of being waived. 4.3.2 If any of the conditions in Clause 4.1 is not satisfied or (in the case of the condition set out in Sections 4.4(a), 4.4(b), Clause 4.1.6) jointly waived by the Seller and 4.4(cthe Purchaser by 5pm (London time) on the date that is 18 months from the Put Option Date (or such later date as the Seller and the Purchaser may agree in writing) (the “Waived Purchaser ConditionLong Stop Date”), the Purchaser or the Seller may, in its sole discretion, terminate this Agreement (other than the Surviving Clauses) and the Put Option (other than the Put Option Surviving Clauses) and no party shall not have any claim against any other under it, save for any claim: (i) for a CP Satisfaction Termination Payment (as applicable); and/or (ii) arising from breach of any obligation contained in Clause 4.2 or paragraph 4 of the Other ShareholdersPut Option. Notwithstanding the foregoing, Beneficial Shareholders neither the Seller nor the Purchaser may terminate this Agreement or Principal Vendors for suchthe Put Option: (i) after satisfaction or waiver of all the conditions in Clause 4.1, whole except in accordance with this Agreement or partthe Put Option (as relevant); or (ii) if it is the party seeking to terminate this Agreement and it, or any member of the Waived Purchaser Condition. Seller’s Group (bif it is the Seller) The Other Shareholders may at or the Purchaser’s Group (if it is the Purchaser), has breached any time waive of their obligations in whole or in part Clause 4.2, where such breach has caused the conditions relevant condition set out in Section 4.5 Clause 4.1 not to be satisfied by notice in writing signed by at least four Other Shareholders the Long Stop Date. 4.3.3 If: (the “Majority Other Shareholders”), to the Purchaser. In the event the Majority Other Shareholders waive, in whole or in part, any of the conditions set out in Section 4.5 (the “Waived Other Shareholders Condition”), the Principal Vendors, the Other Shareholders and the Beneficial Shareholders shall not have any claim against i) the Purchaser for such, whole or part, of the Waived Other Shareholders Condition. Any written notification given by the Majority Other Shareholders pursuant to this Section 4.7(b) shall be deemed to have been duly given by and on behalf of the Other Shareholders and each of the Other Shareholders agrees to be bound by the written notification of the Majority Other Shareholders pursuant to this Section 4.7(b). (c) If the conditions in Sections 4.4 and 4.5 are not satisfied or waived on or before the Closing Date, terminates this Agreement (other than Section 5.2 the Surviving Clauses) and Article 6the Put Option (other than the Put Option Surviving Clauses) shall ipso facto cease and terminate on in accordance with Clause 4.3.2 for the Closing Date and none non-satisfaction of any condition in Clause 4.1; and (ii) the non-satisfaction of such condition arises as a result of the Parties Seller’s or any member of the Seller’s Group’s sustained and uncured breach of any of 40 its or their material obligations in Clause 4.2 and/or paragraph 4 of the Put Option, then the Seller shall have any claim against pay to the other for costsPurchaser, damagesor shall procure the payment to the Purchaser of, compensation an amount equal to €25,000,000 (exclusive of VAT) on or otherwisebefore the date falling ten Business Days following the date of termination of this Agreement and the Put Option (the “Seller CP Satisfaction Termination Payment”), save for any claim provided that a breach may only be deemed to be sustained and uncured if the Seller has failed to remedy such breach within thirty Business Days of being required in writing by the relevant Party arising from antecedent breaches Purchaser to do so. 4.3.4 If: (i) the Seller terminates this Agreement (other than the Surviving Clauses) and the Put Option (other than the Put Option Surviving Clauses) in accordance with Clause 4.3.2 for the non-satisfaction of any condition in Clause 4.1; and (ii) the non-satisfaction of such condition arises as a result of the Purchaser’s or any member of the Purchaser’s Group’s sustained and uncured breach of any of its or their material obligations in Clause 4.2 and/or paragraph 4 of the Put Option, then the Purchaser shall pay to the Seller, or shall procure the payment to the Seller of, an amount equal to €25,000,000 (exclusive of VAT) on or before the date falling ten Business Days following the date of termination of this Agreement and the Put Option (the “Purchaser CP Satisfaction Termination Payment”), provided that a breach may only be deemed to be sustained and uncured if the Purchaser has failed to remedy such breach within thirty Business Days of being required in writing by the Seller to do so. 4.3.5 Each of the Seller and the Purchaser agrees that the CP Satisfaction Termination Payments are not intended to be penalties but rather are liquidated damages in a reasonable amount that will compensate the Seller or the Purchaser (as applicable) in the circumstances in which the CP Satisfaction Termination Payment is payable, for costs and expenses incurred and resources utilised by the Seller’s Group or the Purchaser’s Group (as applicable) in connection with the preparation, negotiation, entry into and consummation of the transactions contemplated by this Agreement, which amount would otherwise be impossible or extremely difficult to calculate with precision.