Common use of Safe Custody Items Clause in Contracts

Safe Custody Items. 2.9.1 The parties agree that the items which are the subject of any Safe Custody Agreement and which the Business Sellers provide an inventory on NatWest Closing (in respect of the NatWest Business), on RBS Wales Closing (in respect of the RBS Wales Businesses), or on RBS England Closing (in respect of the RBS England Businesses) specifying, in respect of each such safe custody item (i) the item number and bar code number of the safe custody item, (ii) the customer account number to which the safe custody items relate, and (iii) where available, a brief description of the safe custody item (the “Safe Custody Items”) shall remain in the relevant Business Properties at the NatWest Closing (in respect of the NatWest Businesses), the RBS Wales Closing (in respect of the RBS Wales Businesses) and the RBS England Closing (in respect of the RBS England Businesses) and the Purchaser (or such other relevant custodian) shall take possession of the Safe Custody Items upon transfer of the Safe Custody Agreements to the Purchaser at the Relevant Closing. 2.9.2 In respect of any other safe custody items at the Business Properties which are not Safe Custody Items, the Business Sellers agree that on or before the NatWest Closing (in respect of the NatWest Businesses), on the RBS Wales Closing (in respect of the RBS Wales Businesses) and on the RBS England Closing (in respect of the RBS England Businesses), they shall remove such safe custody items from the Business Properties. *** Material has been omitted pursuant to a request for confidential treatment and has been filed separately. 2.9.3 The parties agree that any safe custody arrangements which do not relate to a Customer or are not Safe Custody Items (an “Excluded Safe Custody Agreement”) shall not transfer to the Purchaser and shall constitute an Excluded Asset for the purposes of this Agreement.

Safe Custody Items. 2.9.1 The parties agree that the items which are the subject of any Safe Custody Agreement and which the Business Sellers provide an inventory on NatWest Closing (in respect of the NatWest Business), ) or on RBS Wales Closing (in respect of the RBS Wales Businesses), or on RBS England Closing (in respect of the RBS England Businesses) specifying, in respect of each such safe custody item (i) the item number and bar code number of the safe custody item, (ii) the customer account number to which the safe custody items relate, and (iii) where available, a brief description of the safe custody item (the “Safe Custody Items”) shall remain in the relevant Business Properties at the NatWest Closing (in respect of the NatWest Businesses), Business) and the RBS Wales Closing (in respect of the RBS Wales Businesses) and the RBS England Closing (in respect of the RBS England Businesses) and the Purchaser (or such other relevant custodian) shall take possession of the Safe Custody Items upon transfer of the Safe Custody Agreements to the Purchaser at the Relevant relevant Closing. 2.9.2 In respect of any other safe custody items at the Business Properties which are not Safe Custody Items, the Business Sellers agree that on or before the NatWest Closing (in respect of the NatWest Businesses), Business) and on the RBS Wales Closing (in respect of the RBS Wales Businesses) and on the RBS England Closing (in respect of the RBS England Businesses), they shall remove such safe custody items from the Business Properties. *** Material has been omitted pursuant to a request for confidential treatment and has been filed separately. 2.9.3 The parties agree that any safe custody arrangements which do not relate to a Customer or are not Safe Custody Items (an “Excluded Safe Custody Agreement”) shall not transfer to the Purchaser and shall constitute an Excluded Asset for the purposes of this Agreement. 2.9.4 3 Consideration 4 Conditions 4.1 Conditions Precedent *** 4.2 Termination *** 4.3 The Parties’ Obligations in Relation to the Schemes 4.3.2 The Business Sellers shall procure that the West Register Business Assets shall be transferred to RBS or NatWest as soon as reasonably practicable following the date of this Agreement and, in any event, by such date as will ensure that such Business Assets will be transferred to the Purchaser pursuant to the relevant Schemes. The Business Sellers shall consult with the Purchaser in relation to the transfer of such Business Assets, shall provide the Purchaser with drafts of all documentation relating to such transfer, shall provide the Purchaser with reasonable time to review *** Material has been omitted pursuant to a request for confidential treatment and has been filed separately. and comment on such documentation and shall incorporate all comments on such drafts as may be reasonably made by the Purchaser. 4.3.3 The parties shall consult with each other with a view to agreeing the method by which the Business Assets (together with any related Assumed Liabilities) that relate to Businesses (or the relevant part(s) thereof) carried on by NWHL (the “NWHL Business”) are to be transferred to the Purchaser and, in particular, whether such transfer is to take effect pursuant to the NatWest Scheme or pursuant to some other mechanism as agreed between the parties. In the absence of any such agreement, Clause 4.5 shall apply to the transfer of such Business Assets. In any case, the parties agree that the NWHL Business shall be transferred to the Purchaser at the same time as the other NatWest Businesses.