Common use of Regulatory Condition Clause in Contracts

Regulatory Condition. Notwithstanding anything to the contrary contained herein, if, during the period after the date hereof until the Initial Closing Date, any state or federal banking or securities regulatory authority imposes a cease and desist order, written agreement or similar formal regulatory action ("FORMAL WRITTEN ACTION") against the Partnership, then, notwithstanding the satisfaction or waiver of all conditions to closing set forth in Article 8 hereof, DST shall be entitled to (a) delay the Initial Closing for two (2) business days from the date DST receives written notice from Fleet or the Partnership of the imposition of the Formal Written Action, if all other conditions to closing set forth in Article 8 have otherwise been satisfied, or (b) if all other conditions to closing set forth in Article 8 shall have not been satisfied, to suspend its performance under this Agreement for two (2) business days from the date DST receives written notice from Fleet or the Partnership of the imposition of the Formal Written Action. On the third (3rd) business day after the date DST receives written notice from Fleet or the Partnership of the imposition of the Formal Written Action, DST shall notify Fleet if (i) DST elects to consummate the transactions contemplated hereby in accordance with all terms of this Agreement (and without any amendments thereto) notwithstanding the imposition of the Formal Written Action, in which case, DST shall not be entitled thereafter to terminate this Agreement for any reason relating to the imposition of the Formal Written Action, and the Initial Closing shall occur promptly thereafter (or as soon as all conditions to closing set forth in Article 8 shall have otherwise been satisfied), or (ii) DST elects not to consummate the transactions contemplated hereby, in which case, this Agreement shall terminate and be of no further force and effect. Each of the parties hereto agrees that the provisions of this SECTION 7.9 shall contain the sole and exclusive remedy available to DST in the event a Formal Written Action is imposed against the Partnership prior to the Initial Closing Date, and that neither Purchasers nor Sellers shall be entitled to seek indemnification from the other parties hereto with respect to any such Formal Written Action, whether issued before or after the Initial Closing Date.

Regulatory Condition. Notwithstanding anything to the contrary contained herein, if, during the period after the date hereof until the Initial Closing Date, any state or federal banking or securities regulatory authority imposes a cease and desist order, written agreement or similar formal regulatory action ("FORMAL WRITTEN ACTION") against the Partnership, then, notwithstanding the satisfaction or waiver of all conditions to closing set forth in Article 8 hereof, DST shall be entitled to (a) delay the Initial Closing for two (2) business days from the date DST receives written notice from Fleet FCTC or the Partnership of the imposition of the Formal Written Action, if all other conditions to closing set forth in Article 8 have otherwise been satisfied, or (b) if all other conditions to closing set forth in Article 8 shall have not been satisfied, to suspend its performance under this Agreement for two (2) business days from the date DST receives written notice from Fleet FCTC or the Partnership of the imposition of the Formal Written Action. On the third (3rd) business day after the date DST receives written notice from Fleet FCTC or the Partnership of the imposition of the Formal Written Action, DST shall notify Fleet FCTC if (i) DST elects to consummate the transactions contemplated hereby in accordance with all terms of this Agreement (and without any amendments thereto) notwithstanding the imposition of the Formal Written Action, in which case, DST shall not be entitled thereafter to terminate this Agreement for any reason relating to the imposition of the Formal Written Action, and the Initial Closing shall occur promptly thereafter (or as soon as all conditions to closing set forth in Article 8 shall have otherwise been satisfied), or (ii) DST elects not to consummate the transactions contemplated hereby, in which case, this Agreement shall terminate and be of no further force and effect. Each of the parties hereto agrees that the provisions of this SECTION 7.9 shall contain the sole and exclusive remedy available to DST in the event a Formal Written Action is imposed against the Partnership prior to the Initial Closing Date, and that neither Purchasers nor Sellers shall be entitled to seek indemnification from the other parties hereto with respect to any such Formal Written Action, whether issued before or after the Initial Closing Date.

Regulatory Condition. Notwithstanding anything 4.1 Closing shall be conditional upon each Relevant Competition Authority having: (a) granted unconditional clearance; (b) granted clearance subject to conditions or performance of remedies, which have been fulfilled to the contrary contained hereinRelevant Competition Authority’s satisfaction; or (c) not issued a decision within the required deadlines after submission of the appropriate notification with the consequence that the transactions contemplated in this Agreement are deemed to have been approved under the applicable competition laws of the jurisdiction concerned, if(the “Regulatory Condition”). 4.2 Subject to Clause 4.5, during the period Buyer shall, at its own cost, use all reasonable endeavours to ensure that the Regulatory Condition is fulfilled promptly after the date hereof until of this Agreement and in any event prior to the Initial Closing DateLong Stop Date including using all reasonable endeavours to satisfy the Regulatory Condition (including making all notifications and filings to satisfy the Regulatory Condition). Without prejudice to the generality of this Clause 4.2, the Buyer shall in any state event: (a) have primary responsibility (in consultation with, and with the reasonable cooperation of, the Seller) for obtaining all consents, approvals or federal banking actions of any Relevant Competition Authority which are required to satisfy the Regulatory Condition and shall take all steps reasonably necessary for that purpose (including making appropriate submissions, notifications and filings (in draft where appropriate), in consultation with, and with the reasonable cooperation of, the Seller, (with respect to the filing with the FTC or securities regulatory authority imposes the DOJ) within 15 Business Days after the date of this Agreement and (with respect to the filing with the FCA or the ▇▇▇▇) within 30 Business Days after the date of this Agreement); (b) make and use its best endeavours to progress all such notifications and filings with the Relevant Competition Authority with all due diligence and in accordance with any and all applicable time limits; (c) with the reasonable cooperation of the Seller, provide promptly all information which is requested or required by any Relevant Competition Authority and in any event in accordance with any applicable time limits; (d) promptly notify the Seller and the Seller’s Solicitors (and provide copies or, in the case of non-written communications, details) of any communications with or from any Relevant Competition Authority, provided that insofar as any such information is competitively sensitive, such information shall be provided on an outside counsel-to-counsel, confidential basis; (e) initiate communications, whether in writing or verbally, with any Relevant Competition Authority in respect of the Proposed Transaction only after prior consultation with the Seller or the Seller’s Solicitors (and take into account any reasonable comments and requests of the Seller and the Seller’s Solicitors or other advisers); (f) provide the Seller and the Seller’s Solicitors with a cease draft of all submissions, notifications, filings and desist orderother communications to be submitted to any Relevant Competition Authority including any supporting documentation or information requested by the Seller or the Seller’s Solicitors (provided that insofar as any such information is competitively sensitive, written agreement such information shall be provided on an outside counsel-to-counsel, confidential basis), at least two Business Days prior to submission or similar formal regulatory action longer if reasonably necessary for the Seller and the Seller’s Solicitors to provide comments and take account of any reasonable comments of the Seller and the Seller’s Solicitors and other advisers on such drafts prior to their submission; ("FORMAL WRITTEN ACTION"g) against where permitted by a Relevant Competition Authority, allow persons nominated by the PartnershipSeller (which may include the Seller’s Solicitors) to attend all meetings (and participate in all telephone or other conversations) with that Relevant Competition Authority and to make oral submissions at such meetings (or telephone or other conversations); and (h) regularly review with the Seller and the Seller’s Solicitors the progress of any notifications or filings to any Relevant Competition Authority (including, thenwhere necessary, notwithstanding seeking to identify appropriate commitments to address any concerns identified by any Relevant Competition Authority) and discussing with the Seller and the Seller’s Solicitors the scope, timing and tactics of any such commitments with a view to obtaining the clearances or approvals necessary for the satisfaction of the Regulatory Condition at the earliest opportunity. 4.3 The Seller shall as soon as practicable provide the Buyer and any Relevant Competition Authority with any information, documents and assistance as is reasonably required by the Buyer to assist the Buyer for the purpose of preparing the clearance applications and filings, including for the purposes of the provision to the Relevant Competition Authority of such information as may reasonably be necessary in connection with the satisfaction or waiver fulfilment of all conditions the Regulatory Condition to closing set forth the extent such information is not contained in Article 8 hereofother materials previously made available to the Buyer and provided that, DST insofar as any such information is competitively sensitive, such information shall be entitled provided on an outside counsel-to-counsel, confidential basis. Save as specifically set out in this Clause 4.3, neither the Seller nor any Affiliate thereof (including the Transferred Companies before Closing) shall be obliged to take any action in order to fulfil the Regulatory Condition. 4.4 Subject to Clause 4.5, the Buyer commits to (i) offer any and all remedies necessary to satisfy the Regulatory Condition and (ii) negotiate in good faith with the Relevant Competition Authority in order to obtain the timely approval or clearance. 4.5 Nothing in this Clause 4 (Regulatory Condition) shall require the Buyer, including in the exercise of its obligations to use all reasonable endeavours to satisfy the Regulatory Condition, to offer or negotiate any remedies referred to in Clause 4.4(i) or comply with any requirements of any Relevant Competition Authority that it must, or any member of the Buyer Group must: (a) delay agree to hold separate or dispose of any part of any business carried on by the Initial Closing for two (2) business days from the date DST receives written notice from Fleet Company or the Partnership any part of the imposition businesses of a member of the Formal Written Action, if all other conditions to closing set forth in Article 8 have otherwise been satisfied, or Buyer Group; and/or (b) if all other conditions to closing set forth in Article 8 shall have not been satisfied, to suspend its performance under this Agreement for two (2) enter into agreements which restrict the ability of any business days from carried on by the date DST receives written notice from Fleet Company or the Partnership any part of the imposition businesses of a member of the Formal Written Action. On the third (3rd) Buyer Group to carry on business day after the date DST receives written notice from Fleet or the Partnership in any part of the imposition world; and/or (c) enter into any undertaking or consent agreement in relation to any part of the Formal Written Actionbusinesses of a member of the Buyer Group which competes with all or part of any business carried on by the Company, DST shall notify Fleet if any such action described in sub-clauses (a), (b) or (c) above: (x) would reasonably be expected to, individually or in the aggregate: (i) DST elects materially reduce the reasonably anticipated benefits to consummate the transactions contemplated hereby Buyer of the Proposed Transaction; or (ii) adversely impact Buyer or any of its Affiliates other than, after the Closing, the Company and the Subsidiary; or (y) is not contingent on the completion of the Proposed Transaction. 4.6 The Buyer undertakes that it will not, and shall procure that no member of the Buyer Group shall (either alone or acting in accordance concert with all terms others), take any action which would reasonably be expected to prejudice or delay the satisfaction of the Regulatory Condition. 4.7 The Seller and the Buyer shall each notify the other promptly upon, and in any event within one Business Day of, becoming aware that the Regulatory Condition has been fulfilled. 4.8 If the Regulatory Condition has not been satisfied by 6.00 p.m. on the Long Stop Date (or such later date as the Seller and the Buyer may agree in writing): (a) this Agreement shall automatically terminate (other than the Surviving Provisions), unless otherwise agreed in writing between the Seller and without any amendments theretothe Buyer; and (b) notwithstanding the imposition Buyer shall, within ten Business Days of the Formal Written ActionLong Stop Date (or such later date as the Seller and the Buyer may agree in writing), pay an amount equal to $70,000,000 in which case, DST cash to the Seller’s Bank Account (or as the Seller or its assignee otherwise directs) provided that this amount shall not be entitled thereafter payable if the failure by the Buyer to terminate this Agreement for any reason relating to satisfy the imposition Regulatory Condition is solely the result of a breach by the Formal Written Action, and the Initial Closing shall occur promptly thereafter (or as soon as all conditions to closing set forth in Article 8 shall have otherwise been satisfied), or (ii) DST elects not to consummate the transactions contemplated hereby, in which case, this Agreement shall terminate and be Seller of no further force and effect. Each of the parties hereto agrees that the provisions of Clause 4.3. 4.9 For purposes of this SECTION 7.9 shall contain the sole and exclusive remedy available to DST in the event a Formal Written Action is imposed against the Partnership prior to the Initial Closing DateClause 4, and that neither Purchasers nor Sellers shall be entitled to seek indemnification from the other parties hereto with respect to any such Formal Written Action, whether issued before or after the Initial Closing Date“Seller’s Solicitors” means ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP.