Clause 15. 2.2 shall not prohibit disclosure or use of any information if and to the extent: (i) the disclosure or use is required by any Regulatory Authority, HM Treasury or the Monitoring Trustee in the context of, and consistent with, the approval granted by the European Commission to the Commissioners of HM Treasury on 14 December 2009 in respect of certain state aid granted to the RBSG Group by HM Treasury; (ii) the disclosure is required by, and made to, HM Treasury, UKFI or the FSA; (iii) the disclosure or use is required by law, any Regulatory Authority or the rules of any recognised stock exchange on which any equity or debt securities of RBSG or any member of the Purchaser’s Group are, or are to be, listed (regardless of whether or not such rules have the force of law); (iv) the disclosure or use is required by any accounting standards in accordance with which the published accounts of any party are to be drawn up or the disclosure is made to a Tax Authority in connection with the Tax affairs of the disclosing party or the disclosure is made to any relevant Regulatory Authority; (v) the disclosure or use is required to vest the full benefit of any Transaction Document in any party; (vi) the disclosure or use is required for the purpose of any proceedings arising out of any Transaction Document; (vii) the disclosure is made to professional advisers or actual or potential financiers of any party on a need to know basis and on terms that the relevant party procures that such professional advisers or actual or potential financiers comply with the provisions of Clause 15.2.2 in respect of such information as if they were a party to this Agreement; (viii) the information is or becomes publicly available (other than by breach of the Confidentiality Agreement or of this Agreement by the disclosing party); or (ix) the other party has given prior written approval to the disclosure or use, provided that prior to disclosure or use of any information pursuant to Clause 15.2.3(iii), the party concerned shall to the extent reasonably practicable and unless prohibited by law from doing so or unless required not to do so by any relevant court or Regulatory Authority promptly notify the other parties of such requirement with a view to agreeing the timing and content of such disclosure or use.
Appears in 3 contracts
Samples: Sale and Purchase Agreement (Royal Bank of Scotland Group PLC), Sale and Purchase Agreement (Royal Bank of Scotland Group PLC), Sale and Purchase Agreement (Royal Bank of Scotland Group PLC)
Clause 15. 2.2 shall not prohibit disclosure or use of any information if and to the extent:
(i) the disclosure or use is required by any Regulatory Authority, HM Treasury or the Monitoring Trustee in the context of, and consistent with, the approval granted by the European Commission to the Commissioners of HM Treasury on 14 December 2009 in respect of certain state aid granted to the RBSG Group by HM Treasury, as amended or updated from time to time;
(ii) the disclosure or use is required by, and made to, HM Treasury, UKFI or the FSAUK Regulators;
(iii) the disclosure or use is required by lawLaw and Regulations, any Regulatory Authority or the rules of any recognised stock exchange on which any equity or debt securities of RBSG or any member of the PurchaserInvestor’s Group are, or are to be, listed (regardless of whether or not such rules have the force of law);
(iv) the disclosure or use is required by any accounting standards in accordance with which the published accounts of any party are to be drawn up or the disclosure is made to a Tax Authority in connection with the Tax affairs of the disclosing party or the disclosure is made to any relevant Regulatory Authority;
(v) the disclosure or use is required to vest the full benefit of any Transaction Document in any party;
(vi) the disclosure or use is required for the purpose of any proceedings arising out of any Transaction Document;
(vii) the disclosure is made to professional advisers or actual or potential financiers of any party on a need to know basis and on terms that the relevant party procures that such professional advisers or actual or potential financiers comply with the provisions of Clause 15.2.2 in respect of such information as if they were a party to this Agreement;
(viii) the information is or becomes publicly available (other than by breach of the Confidentiality Agreement Agreements or of this Agreement by the disclosing partyAgreement); or;
(ix) the other party has parties have given prior written approval to the disclosure or use;
(x) the disclosure or use is required, as determined by RBSG and/ or the Business Sellers, each acting in their absolute discretion, for the purpose of any Scheme Document or an IPO; or
(xi) the disclosure is made by the Investor or the Core Consortium Members to members of the Investor’s Group and/or to Consortium Members or their respective affiliates on terms that the Investor and the Core Consortium Members or their respective affiliates procure that such members of the Investor’s Group and/or Consortium Members or their respective affiliates comply with the provisions of Clause 15.2.2 in respect of such information as if they were a party to this Agreement, provided that prior to disclosure or use of any information pursuant to Clause 15.2.3(iii), the party concerned shall to the extent reasonably practicable and unless prohibited by law from doing so or or, unless required not to do so by any relevant court or Regulatory Authority Authority, promptly notify the other parties of such requirement with a view to agreeing the timing and content of such disclosure or use.
Appears in 1 contract
Samples: Investment Agreement (Royal Bank of Scotland Group PLC)
Clause 15. 2.2 shall not prohibit disclosure or use of any information if and to the extent:
(i) the disclosure or use is required by any Regulatory Authority, HM Treasury or the Monitoring Trustee person in the context of, and consistent with, the approval granted by the European Commission to the Commissioners of Her Majesty’s Treasury (“HM Treasury Treasury”) on 14 December 2009 in respect of certain state aid granted to the RBSG Group by HM Treasury;
(ii) the disclosure is required by, and made to, to HM Treasury, UKFI UK Financial Investment Limited or the FSA;
(iii) the disclosure or use is required or made by a member of the RBSG Group in relation to its operation or ownership of any businesses not transferred hereunder subject always to Clause 13 of this Agreement and such disclosure is made subject to obligations of confidence;
(iv) the disclosure or use is required by law, any Regulatory Authority or the rules of any recognised stock exchange on which any equity or debt securities the shares of RBSG or any member of the Purchaser’s Group are, or parent undertaking are to be, listed (regardless of whether or not such rules have the force of law)) or is required to be disclosed pursuant to the rules of any relevant stock exchange for the purpose of a public offering of shares or other securities In any member of the Purchaser’s Group;
(ivv) the disclosure or use is required by any accounting standards in accordance with which the published accounts of any party are to be drawn up or the disclosure is made to a Tax Taxation Authority in connection with the Tax affairs of the disclosing party or the disclosure is made to any relevant Regulatory Authority;
(vvi) the disclosure or use is required to vest the full benefit of any Transaction Document in any party;
(vivii) the disclosure or use is required for the purpose of any proceedings arising out of any Transaction Document;
(viiviii) the disclosure is made to professional advisers or actual or potential financiers of any party on a need to need-to-know basis and on terms that the relevant party procures that such professional advisers or actual or potential financiers comply with the provisions of Clause 15.2.2 in respect of such information as if they were a party to this Agreement;
(viiiix) the disclosure is made by the Purchaser to Advent International Corporation or Xxxx Capital Limited or any fund managed or advised by Advent International Corporation or Xxxx Capital Limited or an investor in any such fund or any person proposing to make any investment with any such fund or any persons proposing to invest in the share capital of or provide finance to the Purchaser or a member of the Purchaser’s Group or to acquire the Purchaser or a member of the Purchaser’s Group, provided any such disclosure is made subject to obligations of confidence;
(x) the information is or becomes publicly available (other than by breach of the Confidentiality Agreement or of this Agreement by the disclosing party); or
(ixxi) the other party has given prior written approval to the disclosure or use, provided that prior to disclosure or use of any information pursuant to Clause 15.2.3(iii15.2.3(i), (ii) or (iii), the party concerned shall shall, to the extent reasonably practicable and unless prohibited by law from doing so or unless required not to do so by any relevant court or Regulatory Authority Authority, promptly notify the other parties of such requirement with a view to agreeing providing the other parties with the opportunity to contest such disclosure or use or otherwise to agree the timing and content of such disclosure or use.
Appears in 1 contract
Samples: Transfer Agreement (Royal Bank of Scotland Group PLC)