Common use of Non-satisfaction Clause in Contracts

Non-satisfaction. 4.3.1 The Purchaser shall give notice to the Seller of the satisfaction or non-satisfaction of the Competition Condition within two Business Days of becoming aware of the same. 4.3.2 For the avoidance of doubt, neither the Purchaser, any other Relevant Purchaser nor any other member of the Purchaser’s Group shall be obliged to confirm the satisfaction of the Competition Condition if such clearance or approval requires the Purchaser, any other Relevant Purchaser or any other member of the Purchaser’s Group to dispose of any assets that are material to the Group or the Purchaser’s Group or to agree to any undertaking that would restrict the Purchaser’s Group in carrying on the business of the Group or any other business carried on by the Purchaser’s Group in the ordinary course. 4.3.3 If the Competition Condition is not satisfied (including as a result of non-confirmation as contemplated by Clause 4.3.2) on or before the Long Stop Date, save as expressly provided (including in Clause 4.2.6), this Agreement (other than Clauses 1, 4.3.4, 4.3.5, 13, 14 and 16.2 to 16.17) shall lapse. Neither the Seller nor the Purchaser may terminate this Agreement after satisfaction of the Competition Condition, except in accordance with this Agreement. 4.3.4 In the event that this Agreement lapses pursuant to Clause 4.3.3 the Purchaser will pay the Seller the Break Fee no later than five Business Days after the date on which the Agreement lapses in the form of an electronic funds transfer to a bank account nominated by the Seller. For the avoidance of doubt, the Purchaser will only be liable to pay the Break Fee once under this Agreement, notwithstanding that the Seller may have a right to payment of the Break Fee under more than one Clause of this Agreement. 4.3.5 Any payment received by the Seller pursuant to Clause 4.3.4 in circumstances where the Purchaser or any other Relevant Purchasers have failed to comply with their respective obligations under Clause 4.2 will be without prejudice to all other rights or remedies available to the Seller, including the right to claim damages.

Non-satisfaction. 4.3.1 The Purchaser shall give notice to the Seller of the satisfaction or non-satisfaction of the Competition Condition within two Business Days of becoming aware of the same. 4.3.2 For the avoidance of doubt, neither the Purchaser, any other Relevant Purchaser nor any other member of the Purchaser’s Group shall be obliged to confirm the satisfaction of the Competition Condition if such clearance or approval requires the Purchaser, any other Relevant Purchaser or any other member of the Purchaser’s Group to dispose of any assets that are material to the Group or the Purchaser’s Group or to agree to any undertaking that would restrict the Purchaser’s Group in carrying on the business of the Group or any other business carried on by the Purchaser’s Group in the ordinary course. 4.3.3 If the Competition Condition is condition in Clause 4.1 has not been satisfied (including as a result of non-confirmation as contemplated by Clause 4.3.2) on or before the Long Stop Datedate falling six months after the date hereof or such other date as the parties may agree:- -------------------------------------------------------------------------------- -5- 4.3.1 the obligations of the Purchaser to purchase the Shares pursuant to Clause 2 shall lapse and no party shall have any claim against any other pursuant to Clause 2; 4.3.2 the Purchaser shall use all reasonable endeavours to procure that: (i) the Financier shall agree to extend the Financing Arrangements pending sale of the Shares as contemplated by Sub-clause 4.3.3; and (ii) shall not, save as expressly provided (including specified in Clause 4.2.6)Sub-clause 4.3.3, take any step to enforce its rights under the Financing Arrangements; 4.3.3 the Vendor will consent to the Financier exercising its rights under the Barclays Security to sell the Shares to a third party procured by the Financier or any agent appointed by it; 4.3.4 subject to the Vendor complying with its obligations under this Agreement (other than Clauses 1in all material respects, 4.3.4, 4.3.5, 13, 14 and 16.2 to 16.17) shall lapse. Neither the Seller nor the Purchaser may terminate this Agreement after satisfaction of the Competition Condition, except in accordance with this Agreement. 4.3.4 In the event that this Agreement lapses pursuant to Clause 4.3.3 the Purchaser will pay to the Seller Vendor the Break Fee no later than five Business Days after the date on amount by which the Agreement lapses in Third Party Sale Price falls short of the form of an electronic funds transfer Share Consideration; 4.3.5 if applicable, the Vendor will pay to a bank account nominated the Purchaser the amount by which the Seller. For Third Party Sale Price exceeds the avoidance of doubt, Share Consideration; 4.3.6 the Purchaser will only be liable to pay indemnify and keep indemnified the Break Fee once under this Agreement, notwithstanding that the Seller may have a right to payment Vendor and each member of the Break Fee under more than one Vendor Group and their directors, officers and employees against all claims, liabilities, losses, costs and expenses whatsoever and howsoever incurred by any of such persons in connection with the Vendor's ownership and the proper operation of the Group Companies provided that such indemnity shall not apply to fraud or wilful default on the part of such parties; 4.3.7 the following provision shall have effect if and for so long as this Agreement shall have been assigned by way of security to the Financier: (i) in this Sub-clause 4.3.7, "Third Party Sale Price" means the proceeds of any disposal pursuant to Clause of this Agreement. 4.3.5 Any payment 4.3 to the extent receivable and received by the Seller pursuant Vendor and applied by the Financier in permanent reduction of the Alcor Financing Costs, provided that if the Shares are not disposed of by 31 March, 2000 the Third Party Sale Price shall be deemed to Clause 4.3.4 in circumstances where the Purchaser or any other Relevant Purchasers have failed to comply with their respective obligations under Clause 4.2 will be without prejudice to all other rights or remedies available to the Seller, including the right to claim damages.zero;

Non-satisfaction. 4.3.1 5.4.1 The Purchaser shall promptly give notice to the Seller Sellers of the satisfaction or non-satisfaction of the Competition Condition condition precedent specified in Article 5.3.1, and in any event within two three (3) Business Days of becoming aware of the same. 4.3.2 For 5.4.2 If any of the avoidance conditions precedent set out in Article 5.1 and 5.3 becomes impossible to satisfy, or is not satisfied at the latest on December 31st 2010 (the “Long Stop Date”), this Agreement shall lapse upon notice (save for the provisions of doubtArticles 17, neither the Purchaser22, 23, 26, 27 and 29 which shall survive) and no Party shall have any claim against any other Relevant Purchaser nor Party under this Agreement save for any other member claim arising from a breach of the Purchaser’s Group shall be obliged to confirm the satisfaction representations or undertakings of any of the Competition Condition other Parties and, if such clearance or approval requires applicable, save for the Purchaser, any Sellers’ entitlement to the Break-up Indemnity set forth in Article 5.4.3. 5.4.3 If (i) all the conditions precedent set out in this Agreement (other Relevant Purchaser or any other member than the condition precedent set out in Article 5.3.1) have been satisfied and (ii) all covenants and undertakings of the Purchaser’s Group to dispose of any assets that are material to Sellers under this Agreement have been performed and (iii) the Group or the Purchaser’s Group or to agree to any undertaking that would restrict the Purchaser’s Group financing condition precedent set out in carrying on the business of the Group or any other business carried on by the Purchaser’s Group in the ordinary course. 4.3.3 If the Competition Condition Article 5.3.1 is not satisfied (including as a result of non-confirmation as contemplated or waived by Clause 4.3.2the Purchaser) at the latest on or before the Long Stop Date, save then, as expressly provided (including in Clause 4.2.6), a consideration for the undertaking of the Sellers not to sell the Acquired Securities between the date of this Agreement and the Long Stop Date, the Purchaser shall pay to the Sellers a lump sum amount of seven million euros (€ 7,000,000) (the “Break-Up Indemnity”). In addition, and notwithstanding any other than Clauses 1provision of this Agreement, 4.3.4at any time before the Closing Date, 4.3.5, 13, 14 and 16.2 to 16.17) shall lapse. Neither the Seller nor the Purchaser may elect, on a purely discretionary basis, at any time between the date hereof and the Long Stop Date, regardless of the satisfaction or non-satisfaction of any of the conditions precedent set out in this Agreement, to terminate this Agreement after satisfaction and pay the Break-Up Indemnity to the Sellers’ Agent. The Break-Up Indemnity and the Deloitte’s Fees shall be the sole and exclusive remedy of the Competition ConditionSellers against the Purchaser for any losses, except expenses or damages suffered in accordance connection with this Agreement. 4.3.4 In Agreement or the event that transactions contemplated hereby, including, without limitation, any losses, expenses or damages resulting from any breach by Purchaser under this Agreement lapses pursuant or otherwise. Subject to Clause 4.3.3 the Purchaser will pay conditions set out in this Article 5.4.3 being met, the Seller Break-Up Indemnity shall be paid to the Break Fee Sellers’ Agent no later than five three (3) Business Days after following (i) Purchaser’s election to terminate this Agreement or (ii) the date on which Long Stop Date. 5.4.4 In any event where the Agreement lapses in Break-Up Indemnity and the form Deloitte’s Fees shall be paid or payable, the Break-Up Indemnity and the Deloitte’s Fees shall be the sole and exclusive remedy of an electronic funds transfer to a bank account nominated by the Seller. For Sellers against the Purchaser’s financing sources (including Deutsche Bank Trust Company Americas, Deutsche Bank Securities Inc. and their respective officers, directors, partners, members, affiliates, representatives and agents (but excluding for the avoidance of doubtdoubt the Purchaser and any member of the Omnova group) (collectively, the Purchaser will only be liable to pay “Financing Parties”) for any losses, expenses or damages suffered in connection with this Agreement or the Break Fee once under transactions contemplated hereby. Notwithstanding any other provision of this Agreement, notwithstanding it is explicitly agreed that the Seller may Financing Parties will not have a right any liability in monetary damages or otherwise, or owe any obligation to payment the Sellers and their respective Affiliates hereunder or under the Commitment Letter dated as of the Break Fee under more than one Clause of this Agreement. 4.3.5 Any payment received by the Seller pursuant to Clause 4.3.4 in circumstances where September 16, 2010 among the Purchaser and Deutche Bank Trust Company Americas, Deutsche Bank Securities Inc. (the “Commitment Letter”) or in connection with the transactions contemplated hereby or thereby or arising from any other Relevant Purchasers have failed claim or cause of action in connection therewith. In addition, each party further agrees that it will not commence or join in any claim, action or proceeding relating to comply with their respective obligations under Clause 4.2 will be without prejudice to all other rights this Agreement or remedies available to the Sellertransactions contemplated hereby, including the Commitment Letter, against any of the Financing Parties other than in any state or federal court sitting in New York, New York, which shall have sole and exclusive jurisdiction over any such claim, action or proceeding, and irrevocably waives any right to claim damagestrial by jury in connection therewith. The Financing Parties shall be express third party beneficiaries with respect to this Section.