STRICTLY PRIVATE AND CONFIDENTIAL Clause Examples

STRICTLY PRIVATE AND CONFIDENTIAL. (B) are inconsistent with this agreement, or provide mandatory supplementary requirements, which the Reclaim Fund or the Participant reasonably consider need to be reflected in this agreement to reflect Applicable Laws or Regulations (or changes to the legal or regulatory system); or (ii) the Reclaim Fund or the Participant may consider that the operation of this agreement (or any similar agreement entered into between the Reclaim Fund and other Participating Institutions) gives rise to practical issues which need to be rectified (not being issues arising from the changes referred to in (i) above). (c) In the event that either clause 28.5(b)(i) or clause 28.5(b)(ii) applies and provided that the Reclaim Fund, acting reasonably, considers that there is a good reason for this agreement to be amended, the Reclaim Fund shall give the Participant (if affected by the change) together with all other Participating Institutions affected by the change notice in writing of the issues which have arisen and the changes proposed by the Reclaim Fund to rectify such issues and shall at the same time provide a copy of such notice to both the BBA and the BSA. (d) Following receipt by the Participant and each other affected Participating Institution of a notice under clause 28.5 (c), the Participant shall: (i) consider and use all reasonable endeavours to co-operate with, and discuss with the Participating Institutions affected by such issues and the Reclaim Fund (and also the BBA and BSA) the changes proposed in order to reach collective agreement with the other affected Participating Institutions and the Reclaim Fund on the necessary amendments to this agreement; and (ii) use all reasonable endeavours to confirm such agreement to the Reclaim Fund within thirty (30) Business Days of receipt of notice from the Reclaim Fund of the proposed amendments. Following such confirmation the Participant and the Reclaim Fund will execute the agreed amendments to this agreement as soon as reasonably possible and in any event within twenty

STRICTLY PRIVATE AND CONFIDENTIAL this agreement. The parties shall remain responsible for all acts and omissions of any subcontractors as fully as if they were the acts and omissions of the subcontracting party or its employees or agents. Each party shall be the other party's sole point of contact for the performance of its obligations under this agreement.

STRICTLY PRIVATE AND CONFIDENTIAL. 5.11 The costs arising out of or in connection with the Participant's obligations under clause 5.8 shall be met by the Participant. 5.12 Clause 5.8 shall not apply, and the Reclaim Fund shall have conduct of any Reclaim Fund Proceeding, where the Reclaim Fund determines on reasonable grounds that a conflict of interest has arisen or will arise as a result of the Participant having conduct of the Reclaim Fund Proceeding. For this purpose, the Participant shall immediately notify the Reclaim Fund of any conflict as a result of it having conduct of a Reclaim Fund Proceeding at any time (identifying as specifically as possible the nature of such conflict) and will provide the Reclaim Fund with all necessary and appropriate information that the Reclaim Fund may require in order for the Reclaim Fund to assess the conflict of interest. 5.13 Notwithstanding clauses 27.5 and 27.6 below, the Participant agrees that where: (a) the Reclaim Fund has been served with a Reclaim Fund Proceeding in respect of which the Reclaim Fund considers, on reasonable grounds, that the third party seeks relief due to the performance of the Participant of its obligations under this Agreement; and (b) the Participant does not have conduct of those proceedings pursuant to clause 5.12, the Reclaim Fund shall have the option to seek leave to join the Participant to those proceedings. For the purpose of this clause only, the Participant agrees that the courts of England and Wales shall have exclusive jurisdiction to settle such a dispute. The Parties agree that the courts of England and Wales are the most appropriate and convenient courts to settle the dispute and, accordingly, that no party will argue to the contrary.

STRICTLY PRIVATE AND CONFIDENTIAL receipt of a notice in writing from the Participant giving particulars of the breach and requiring it to be remedied; or (b) in the event that the Reclaim Fund gives notice of the withdrawal of its consent pursuant to clause 20.6 and such withdrawal lasts for more than thirty (30) Business Days following the date of receipt of such notice by the Participant, subject to the Reclaim Fund receiving the Participant's notice to terminate this agreement within five (5) Business Days after the end of that thirty (30) Business Day period or, if later, within ten (10) Business Days of the Reclaim Fund notifying the Participant that the withdrawal of its consent under clause 20.6 no longer applies. 10.3 On termination or expiry of this agreement under clauses 9, 10.1 or 10.2, or if an Insolvency Event occurs in respect of either party, the Participant shall not make any further transfers to the Reclaim Fund and clauses 1.1, 1.4, 1.6, 1.8 and 3.1 of this agreement (and, in the case of termination by the Participant under clause 10.2, clause 15) will cease to have any further effect. 10.4 Save for the provisions referred to in clause 10.3 and subject to clauses 10.6 and 10.7, the provisions of this agreement will continue in full force and effect notwithstanding any termination or expiry of this agreement or the occurrence of an Insolvency Event. 10.5 Any termination or expiry of this agreement, or any Insolvency Event of a party, shall not affect any accrued rights or liabilities of either party. 10.6 If an Insolvency Event occurs in respect of the Participant: (a) at the request of the Reclaim Fund, the Participant will continue to perform its obligations under clauses 2, 3 and 4 of this agreement, save that the Participant's obligation to pay Dormant Account Holders under clause 2.2 of this agreement shall be conditional on the Participant being put in funds by the Reclaim Fund to meet such liabilities; (b) at the request of the Reclaim Fund: (i) the Participant will promptly deliver to it or to any successor agent any Records in the Participant's possession or under its control; and (ii) the Reclaim Fund (and its agents, auditors and representatives) will have a right to inspect and copy (electronically or otherwise) any Records located at any premises of the Participant (or otherwise under the control of the Participant) and the Participant shall co-operate fully with the Reclaim Fund in relation to any requests for access to such premises or the Records for this...

STRICTLY PRIVATE AND CONFIDENTIAL breach of this agreement by the other, the Reclaim Fund or the Participant (as the case may be) shall have the right to seek specific performance and injunctive or other equitable relief of its rights under this agreement, in addition to any and all other rights and remedies at law or in equity (save that neither party shall have rights of rescission in respect of this agreement), and all such rights and remedies shall be cumulative.

STRICTLY PRIVATE AND CONFIDENTIAL. Participant in writing from time to time. The Reclaim Fund will also have regard to the Participant Communication Guidelines in relation to its communications.

STRICTLY PRIVATE AND CONFIDENTIAL confirmation to be given on the date of receipt or the next Business Day (subject to clause 20.2). 1.10 In the absence of agreement in writing between the Reclaim Fund and the Participant to the contrary citing this clause 1.10, nothing shall be deemed or implied from the Reclaim Fund's conduct or otherwise as constituting the consent of the Reclaim Fund to accept a transfer for the purposes of section 1(1)(b) of the Act on a basis other than as described in clause 1.4 or

STRICTLY PRIVATE AND CONFIDENTIAL. Dormant Account Balance relating to a Category 2 Account or a Category 3 Account in respect of the period from the relevant Transfer Date up to and including the date of repayment to the relevant Dormant Account Holder by the Participant under clause 2.2(b) of Part B of this agreement;

STRICTLY PRIVATE AND CONFIDENTIAL. (c) an annual report setting out (i) the names of the Participating Institutions (including the Participant); (ii) an account of dormant account balances transferred to the Reclaim Fund by each Participating Institution; and (iii) an account of amounts in respect of reclaimed balances paid by the Reclaim Fund to each Participating Institution and repaid (or credited) by each Participating Institution to each relevant dormant account holder.