Common use of Subject to 3 Clause in Contracts

Subject to 3. 3.1 and for so long as the Buyer or the Seller is a non-financial counterparty not referred to in Article 10 of EMIR, all relevant Transactions shall be confirmed as follows: (i) Unless otherwise agreed, the Seller shall, in respect of each Transaction, send to the Buyer by facsimile or email a written confirmation, substantially in the form set out in Schedule 6, (a “Confirmation Letter”) recording the details of the Transaction as soon as possible and at the latest by the end of the first Business Day following the date of execution (the “Confirmation Delivery Deadline”). (ii) Following the delivery in (i), the Buyer will, use reasonable efforts acting in good faith and a commercially reasonable manner, either confirm the Confirmation Letter or deliver to the Seller a Not Confirmed Notice as soon as possible and at the latest by noon on the second Business Day following the date of execution (the “Timely Confirmation Deadline”). (iii) If the Buyer delivers a Not Confirmed Notice to the Seller by the Timely Confirmation Deadline, the Buyer and Seller will, use reasonable efforts acting in good faith and a commercially reasonable manner attempt to resolve the difference and confirm the relevant Transaction as soon as possible. (iv) If the Seller sends a Confirmation Letter to the Buyer by the Confirmation Delivery Deadline and the Buyer does not confirm the Confirmation Letter or deliver to the Seller a Not Confirmed Notice by the Timely Confirmation Deadline, the Buyer will be deemed to have agreed to the terms of the Confirmation Letter and to have confirmed the Confirmation Letter at the Timely Confirmation Deadline. (v) If the Buyer has not received a Confirmation Letter from the Seller by the Confirmation Delivery Deadline, the Buyer shall send to the Seller a Confirmation Letter as soon as possible and at the latest by the Timely Confirmation Deadline and clauses 3.3.2(ii) to 3.3.2(iv) shall apply in relation to that Confirmation Letter by replacing all references to “Buyer” with “Seller” and all references to “Seller” with “Buyer” in those clauses.”