Notwithstanding Clauses 5. 1 and 5.2, the Parties acknowledge that (i) prior to execution of the Finance Documents and/or (ii) to the extent not financed under the Finance Documents, all costs of the Company shall be funded by way of (aa) capital contributions to the Company by the Shareholders in proportion to their respective Relevant Proportions (including the Subscription) and
Notwithstanding Clauses 5. 1.2 and 5.1.4, the Company shall immediately inform the Investors in case it or any of its officers or directors is (accused or convicted of being) involved in illegal activities. The Company will immediately inform the Investors in case of any litigation matter (including bankruptcy and insolvency proceedings and formal investigation by any regulatory or administrative body) relating to the Company, and will keep the Investors informed on a regular basis of any development in relation thereto and of the steps and actions that are being taken by and/or against the Company.
Notwithstanding Clauses 5. 3.1 and 5.3.2, the parties acknowledge that pursuant to the provisions of Clause 5 of the Separation Tax Agreement (and/or, in the case of the State, the equivalent provisions of any other applicable Tax Agreement), Santander and/or ABN AMRO Bank may not have become entitled to receive payment in respect of all or part of the relevant Deferred Tax Assets by 30 June 2011 (or in the case of ID&J India, 30 June 2012 or 31 December 2012 as applicable). The parties also acknowledge that the Tax affairs of members of the RBS Holdings Group in respect of periods covered by a Tax Agreement or by Part 9 of Schedule 1 to this Agreement may not be finalised by 30 June 2011 (or in the case of ID&J India, 30 June 2012 or 31 December 2012 as applicable) such that certain Tax-related Liabilities attributable to a State Acquired Business or a Santander Acquired Business may remain in the relevant member of the RBS Holdings Group after 30 June 2011 (or in the case of ID&J India, 30 June 2012 or 31 December 2012 as applicable). The parties therefore acknowledge that completion may not have occurred in relation to such Assets and Liabilities attributable to the State Acquired Businesses and Santander Acquired Businesses by 30 June 2011 (or in the case of ID&J India, 30 June 2012 or 31 December 2012 as applicable) and the provisions of the Tax Agreements and Part 9 of Schedule 1 to this Agreement may remain in force in respect of such Assets and Liabilities after 30 June 2011 (or in the case of ID&J India, 30 June 2012 or 31 December 2012 as applicable). For the avoidance of doubt, the fact that any Deferred Tax Assets may not have been utilised prior to 30 June 2011 (or in the case of ID&J India, 30 June 2012 or 31 December 2012 as applicable) shall not prevent the Final Completion Date from occurring for the purpose of Clause 4.3.
Notwithstanding Clauses 5. 11.1 and 5.11.2 above no Change necessitated because of any default of the TSP in the performance of its obligations under the Agreement shall be deemed to be a Change, and such Change shall not result in any adjustment of the TSC or the Availability of the Project favourable to the TSP.
