Common use of Cash Reconciliation Clause in Contracts

Cash Reconciliation. 7.7.1 Immediately following the Relevant Time at the relevant Cash Processing Centre, joint inspection teams composed of representatives of the Seller and the Purchaser (the “Joint Inspection Team”) shall, simultaneously at each other Cash Processing Centre in the country in which that Cash Processing Centre is located, and in accordance with the Agreed Cash Count Process: (i) conduct a physical count of the Valuables held in each float of each Cash Solutions Customer (a “Cash Count”) held by the relevant Group Company on behalf of Cash Solutions Customers, a Group Company or a member of the Seller’s Group (the “Physical Inventory”) which the Seller and Purchaser shall use reasonable endeavours to procure will take place as a “blind count” unless there are bona fide practical and/or logistical reasons that result in this not being possible; (ii) compare the result of the relevant Physical Inventory with the relevant Administrative Inventory; (iii) immediately following completion of the relevant Cash Count, prepare a Cash Count Statement that records the Physical Inventory at the relevant Cash Processing Centre (adjusted to reflect Physical Cash that, as at the Relevant Time, has become On Balance Sheet Cash) which shall be signed by a representative of each of the Seller and the Purchaser; and (iv) record the number of Consignment (which, for the avoidance of doubt, shall not include opening such Consignment and counting the contents) and prepare a statement that records the number of Consignment, including the serial number of each Consignment, at the relevant Cash Processing Centre (a “Consignment Statement”) which shall be signed by a representative of each of the Seller and the Purchaser. 7.7.2 For each Cash Processing Centre, the Cash Count Statements as agreed in accordance with Clause 7.7.1(iii) and the Consignment Statements as agreed in accordance with Clause 7.7.1(iv) shall each be final and binding on the parties, subject to Clause 7.7.4. 7.7.3 Reconciliation of Physical Cash held in respect of ATM Services and CDM Services shall be conducted in accordance with the Agreed ATM Process or as otherwise agreed between the Seller and the Purchaser. The Seller shall use reasonable endeavours to complete the balancing of ATM Services and CDM Services by no later than 30 days after the relevant Closing Date and final reconciliation shall be completed no later than 45 days after the relevant Closing Date unless otherwise agreed in writing between the Purchaser and the Seller. 7.7.4 Following signing of the Cash Count Statements and the Consignment Statements: (i) the Seller shall request that Cash Solutions Customers confirm the Valuables held by the Group Companies on their behalf (“Customer Confirmation”) no later than five Business Days after signing of the Cash Count Statements, except in relation to Physical Cash held by a Group Company in connection with the provision of ATM Services or CDM Services; (ii) if any Cash Solutions Customer does not provide a Customer Confirmation within five Business Days of signing of the Cash Count Statements, the Purchaser shall use reasonable endeavours to communicate with the relevant Cash Solutions Customer and obtain the relevant Customer Confirmations as soon as practicable and the Seller shall provide reasonable assistance if requested by the Purchaser;

Cash Reconciliation. 7.7.1 7.6.1 Immediately following the Relevant Time at the relevant Cash Processing Centre, joint inspection teams composed of representatives of the Seller and the Purchaser (the “Joint Inspection Team”) shall, simultaneously at each other Cash Processing Centre in the country in which that Cash Processing Centre is located, and in accordance with the Agreed Cash Count Process: (i) conduct a physical count of the Valuables held in each float of each Cash Solutions Customer (a “Cash Count”) held by the relevant Group Company on behalf of Cash Solutions Customers, a Group Company or a member of the Seller’s Group (the “Physical Inventory”) which the Seller and Purchaser shall use reasonable endeavours to procure will take place as a “blind count” unless there are bona fide practical and/or logistical reasons that result in this not being possible; (ii) compare the result of the relevant Physical Inventory with the relevant Administrative Inventory; (iii) immediately following completion of the relevant Cash Count, prepare a Cash Count Statement that records the Physical Inventory at the relevant Cash Processing Centre (adjusted to reflect Physical Cash that, as at the Relevant Time, has become On Balance Sheet Cash) which shall be signed by a representative of each of the Seller and the Purchaser; and (iv) record the number of Consignment (which, for the avoidance of doubt, shall not include opening such Consignment and counting the contents) and prepare a statement that records the number of Consignment, including the serial number of each Consignment, at the relevant Cash Processing Centre (a “Consignment Statement”) which shall be signed by a representative of each of the Seller and the Purchaser. 7.7.2 7.6.2 For each Cash Processing Centre, the Cash Count Statements as agreed in accordance with Clause 7.7.1(iii7.6.1(iii) and the Consignment Statements as agreed in accordance with Clause 7.7.1(iv7.6.1(iv) shall each be final and binding on the parties, subject to Clause 7.7.47.6.4. 7.7.3 7.6.3 Reconciliation of Physical Cash held in respect of ATM Services and CDM Services shall be conducted in accordance with the Agreed ATM Process or as otherwise agreed between the Seller and the Purchaser. The Seller shall use reasonable endeavours to complete the balancing of ATM Services and CDM Services by no later than 30 days after the relevant Closing Date and final reconciliation shall be completed no later than 45 days after the relevant Closing Date unless otherwise agreed in writing between the Purchaser and the Seller. 7.7.4 7.6.4 Following signing of the Cash Count Statements and the Consignment Statements: (i) the Seller shall request that Cash Solutions Customers confirm the Valuables held by the Group Companies on their behalf (“Customer Confirmation”) no later than five Business Days after signing of the Cash Count Statements, except in relation to Physical Cash held by a Group Company in connection with the provision of ATM Services or CDM Services; (ii) if any Cash Solutions Customer does not provide a Customer Confirmation within five Business Days of signing of the Cash Count Statements, the Purchaser shall use reasonable endeavours to communicate with the relevant Cash Solutions Customer and obtain the relevant Customer Confirmations as soon as practicable and the Seller shall provide reasonable assistance if requested by the Purchaser; (iii) if any shortfalls are identified: (a) between a Physical Inventory and an Administrative Inventory during the Cash Confirmation process set out in Clauses 7.6.1(i) and (ii); (b) in respect of the number of Consignment; or (c) in respect of ATM Services during the process set out in Clause 7.6.3 (a “Potential Shortfall”), then, following completion of the Customer Confirmation process set out in Clause 7.6.1(i) and (ii), the Seller shall be entitled to investigate such discrepancies and the Purchaser shall provide, or shall procure that members of the Purchaser’s Group and the Group Companies provide, the Seller with the assistance set out in Clause 7.6.8; (iv) the Seller shall be entitled to investigate and have conduct of any claims relating to any shortfalls: (a) between a Physical Inventory and an Administrative Inventory; (b) in respect of the number of Consignment; or (c) in respect of ATM Services, in each case brought by Cash Solutions Customers (including in respect of ATM Services and CDM Services) that relate to the period prior to Closing and are submitted to the relevant Group Company within 90 days of Closing (each, a “Pre-Closing Customer Claim”) and the Purchaser shall provide, or shall procure that members of the Purchaser’s Group and the Group Companies provide, the Seller with the assistance set out in Clause 7.6.8; and (v) in conducting any claim pursuant to Clause 7.6.4(iv), the Seller shall act in accordance with Clause 11.4.6(ii), where references to “Third Party Claim” shall be read as references to “Pre-Closing Customer Claim”. 7.6.5 The Seller shall indemnify and hold harmless the Purchaser from and against: (i) any discrepancies identified in the course of: (a) the Valuables reconciliation process set out in Clause 7.6.1(i) to (iv); or (b) the ATM Services and CDM Services reconciliation process set out in Clause 7.6.3, that following investigation in accordance with Clause 7.6.4(iii) are proven to the reasonable satisfaction of the Seller, acting reasonably (“Accepted Shortfalls”); and (ii) any Losses resulting directly from Pre-Closing Customer Claims that, following investigation in accordance with Clause 7.6.4(iv), are proven to the reasonable satisfaction of the Seller, acting reasonably (“Accepted Customer Claims”). 7.6.6 Any payments due from the Seller to the Purchaser pursuant to Clause 7.6.5 shall be made within ten Business Days of becoming an Accepted Shortfall or an Accepted Customer Claim by wire transfer of immediately available funds to an account designated by the Purchaser to the Seller in writing. 7.6.7 Without prejudice to Clauses 14.3 and 14.4, for the avoidance of doubt, any shortfalls or claims by Cash Solutions Customers that: (i) exclusively relate to the period after Closing; or (ii) are submitted to the relevant Group Company more than 90 days after Closing, shall be the sole responsibility of the Purchaser and the Purchaser shall be entitled to have the conduct of any such claims. 7.6.8 If the Seller investigates a Potential Shortfall or investigates and/or takes conduct of a Pre-Closing Customer Claim, the Purchaser shall (or shall procure that the relevant Group Companies shall): (i) (to the extent permitted by Applicable Law) permit the Seller to have reasonable access to the relevant documents and records of the Group Companies; (ii) (to the extent permitted by Applicable Law) provide all documentation and other evidence as is available, including, without limitation, physical records, technical records such as ledgers, CCTV video, lock logs and trip sheets; (iii) procure that the relevant employees of the Purchaser’s Group shall provide reasonable assistance to the Seller in order to investigate, defend or progress any Potential Shortfall or Pre-Closing Customer Claim; (iv) (to the extent permitted by Applicable Law) provide the Seller (or its representatives), upon written notice and in accordance with the Group’s policies (as were in place immediately prior to Closing), with access to the employees, branches, secure areas, vehicles and customer sites of the Group; and (v) in the event of any dispute with a Cash Solutions Customer, request documentation from and correspond with such Cash Solutions Customer on behalf of the Seller, in each case as may be necessary to investigate a Potential Shortfall or investigate and/or take conduct of Pre-Closing Customer Claim. 7.6.9 The Purchaser agrees and undertakes that it shall procure that: (i) in respect of any Pre-Closing Customer Claims, the Group Companies shall continue to maintain and follow the loss reporting processes that were in place immediately prior to Closing for a period of 90 days from the Closing Date; and (ii) in respect of ATM Services, the Group Companies shall continue to maintain and follow the loss reporting processes that were in place immediately prior to Closing until the Balancing of ATM Services has completed in accordance with Clause 7.6.3. 7.6.10 In respect of each Cash Processing Centre, in the event that the relevant Physical Inventory is in excess of the amount determined pursuant to the relevant Administrative Inventory plus any Accepted Shortfalls and any Accepted Customer Claims that relate to that Cash Processing Centre (“Excess Inventory”): (i) where the relevant Cash Processing Centre did not hold any Valuables owned by a Group Company or a member of the Seller’s Group prior to Closing, the Excess Inventory shall be for the sole benefit of the Purchaser; and (ii) where the relevant Cash Processing Centre held Valuables owned by a Group Company or a member of the Seller’s Group prior to Closing, any Excess Inventory (provided it is at least equal to £75,000) shall be for the sole benefit of the Seller and shall be paid in full by the Purchaser to the Seller once it has been established under Applicable Law that the Seller has conducted reasonable enquiries to establish that no Cash Solutions Customer has any claim to any of the Excess Inventory. 7.6.11 For the avoidance of doubt, Clause 14 applies such that the entitlement of the Purchaser or relevant Group Company (where appropriate) to be paid any proceeds actually received by the Seller under the Seller’s Group Insurance Policies is not prejudiced by this Clause 7.6, provided that there shall be no double recovery by the Purchaser in respect of a Loss under this Clause 7.6.

Cash Reconciliation. 7.7.1 5.6.1 Immediately following the Relevant Time at the relevant Cash Processing Centre, joint inspection teams composed of representatives of the Seller and the Purchaser (the “Joint Inspection Team”) shall, simultaneously at each other Cash Processing Centre in the country in which that Cash the Processing Centre is located, and in accordance with the Agreed Cash Count Process: (i) conduct a physical count of the Valuables held in each float of each Cash Solutions Customer (a “Cash Count”) held by the relevant Group Company on behalf of Cash Solutions Customers, a Group Company or a member of the Seller’s Group (the “Physical Inventory”) which the Seller and Purchaser shall use reasonable endeavours to procure will take place as a “blind count” unless there are bona fide practical and/or logistical reasons that result in this not being possible; (ii) compare the result of the relevant Physical Inventory with the relevant Administrative Inventory; (iii) immediately following completion of the relevant Cash Count, prepare a Cash Count Statement that records the Physical Inventory at the relevant Cash Processing Centre (adjusted to reflect Physical Cash that, as at the Relevant Time, has become On Balance Sheet Cash) which shall be signed by a representative of each of the Seller and the Purchaser; and (iv) record the number of Consignment tamper-evident Consignments (which, for the avoidance of doubt, shall not include opening such Consignment Consignments and counting the contentscontents unless the seal has been created by a third party or counting the number of any Valuables not contained in a sealed bag (such as gold bars or buckets note ink) unless necessary to record the contents of the Consignment) and prepare a statement that records the number of ConsignmentConsignments, including the serial number of each Consignment, at the relevant Cash Processing Centre (a “Consignment Statement”) which shall be signed by a representative of each of the Seller and the Purchaser. 7.7.2 5.6.2 For each Cash Processing Centre, the Cash Count Statements as agreed in accordance with Clause 7.7.1(iii) and the Consignment Statements as agreed in accordance with Clause 7.7.1(iv) 5.6.1 shall each be final and binding on the parties, subject to Clause 7.7.45.6.3. 7.7.3 Reconciliation of Physical Cash held in respect of ATM Services and CDM Services shall be conducted in accordance with the Agreed ATM Process or as otherwise agreed between the Seller and the Purchaser. The Seller shall use reasonable endeavours to complete the balancing of ATM Services and CDM Services by no later than 30 days after the relevant Closing Date and final reconciliation shall be completed no later than 45 days after the relevant Closing Date unless otherwise agreed in writing between the Purchaser and the Seller. 7.7.4 5.6.3 Following signing of the Cash Count Statements and the Consignment Statements: (i) the Seller shall request that Cash Solutions Customers confirm the Valuables held by the G4Si Group Companies on their behalf (“Customer Confirmation”) no later than five Business Days after signing of the Cash Count Consignment Statements, except in relation to Physical Cash held by a Group Company in connection with the provision of ATM Services or CDM Services; ; (ii) if any Cash Solutions Customer does not provide a Customer Confirmation within five Business Days of signing of the Cash Count Consignment Statements, the Purchaser shall use reasonable endeavours to communicate with the relevant Cash Solutions Customer and obtain the relevant Customer Confirmations as soon as practicable and the Seller shall provide reasonable assistance if requested by the Purchaser; (iii) if any shortfalls are identified in respect of the number of Consignments (a “Potential Shortfall”), then, following completion of the Customer Confirmation process set out in Clauses 5.6.3(i) and (ii), the Seller shall be entitled to investigate such discrepancies and the Purchaser shall provide, or shall procure that members of the Purchaser’s Group and the G4Si Group Companies provide, the Seller with the assistance set out in Clause 5.6.7; and (iv) the Seller shall be entitled to investigate and have conduct of any claims brought by Customers that relate to the period prior to Closing and are submitted to the relevant G4Si Group Company within 90 days of Closing (each, a “Pre-Closing Customer Claim”) and the Purchaser shall provide, or shall procure that members of the Purchaser’s Group and the G4Si Group Companies provide, the Seller with the assistance set out in Clause 5.6.7. In conducting any claim pursuant to this Clause 5.6.3(iv), the Seller shall act in accordance with Clause 9.4.6(ii), where references to “Third Party Claim” shall be read as references to “Pre-Closing Customer Claim”. 5.6.4 The Seller shall indemnify and hold harmless the Purchaser from and against: (i) any discrepancies identified in the course of the Valuables reconciliation process set out in Clause 5.6.1 that following investigation by the Seller in accordance with Clause 5.6.3(iv) are proven to the reasonable satisfaction of the Seller, acting reasonably (“Accepted Shortfalls”); and (ii) any Losses resulting directly from Pre-Closing Customer Claims that, following investigation in accordance with Clause 5.6.3(iv), are proven to the reasonable satisfaction of the Seller, acting reasonably (“Accepted Customer Claims”). 5.6.5 Any payments due from the Seller to the Purchaser pursuant to Clause 5.6.4 shall be made within ten Business Days of becoming an Accepted Shortfall or an Accepted Customer Claim by wire transfer of immediately available funds to an account designated by the Purchaser to the Seller in writing. 5.6.6 Without prejudice to Clauses 12.3 and 12.4, for the avoidance of doubt, any shortfalls or claims by Customers that: (i) exclusively relate to the period after Closing; or (ii) are submitted to the relevant G4Si Group Company more than 90 days after Closing, shall be the sole responsibility of the Purchaser and the Purchaser shall be entitled to have the conduct of any such claims. 5.6.7 If the Seller investigates a Potential Shortfall or investigates and/or takes conduct of a Pre-Closing Customer Claim, the Purchaser shall (to the extent permitted by Applicable Law) procure that the Seller shall have reasonable access to the relevant documents and records transferred to the Purchaser pursuant to this Agreement (to the extent applicable) and the Purchaser will (to the extent permitted by Applicable Law) provide (or will procure that the relevant G4Si Group Company will provide) all documentation and other evidence as is available, including, without limitation, physical records, technical records such as ledgers, CCTV video, lock logs and trip sheets, and the Purchaser shall procure that the relevant employees shall provide reasonable assistance to the Seller in order to investigate, defend or progress any Potential Shortfall or Pre-Closing Customer Claim. The Purchaser shall (to the extent permitted by Applicable Law) also provide the Seller (or its representatives), upon written notice and in accordance with the G4Si Group’s policies (as were in place immediately prior to Closing), with access to the Employees, branches, secure areas, vehicles and customer sites as may be necessary to investigate a Potential Shortfall or Pre-Closing Customer Claim and the Purchaser will (or will procure that the relevant G4Si Group Company will) request documentation from the relevant Customer on behalf of the Seller in the event of any dispute with such Customer in relation to such investigation. 5.6.8 The Purchaser agrees and undertakes that it shall procure that, in respect of any Pre-Closing Customer Claims, the G4Si Group Companies shall continue to maintain and follow the loss reporting processes that were in place immediately prior to Closing for a period of 90 days from the Closing Date. 5.6.9 For the avoidance of doubt, Clause 12 applies such that the entitlement of the Purchaser or relevant G4Si Group Company (where appropriate) to be paid any proceeds actually received by the Seller under the Seller’s Group Insurance Policies is not prejudiced by this Clause 5.6, provided that there shall be no double recovery by the Purchaser in respect of a Loss under this Clause 5.6.