Common use of Nothing in Clause 12 Clause in Contracts

Nothing in Clause 12. 1.1 will apply to prevent or restrict the Seller or any member of the Seller’s Group from: (i) the provision of Cash Technology Solutions to any Group Company in connection with the Deposita Support Agreements; (ii) the provision of products or services relating to Cash Business or Cash Technology Business within International Logistics Territories, save to the extent an International Logistics Territory is also a Cash Territory; (iii) entering into a new agreement or contract (including an additional purchase order or agreement under an existing agreement with an existing customer) following Closing for the supply, distribution or provision of Cash Technology Solutions with existing and new customers in Cash Territories where the relevant agreement or contract was (in relation to an existing agreement), or is being entered into: (a) as a global or multi-territory agreement or contract; and (b) outside a Cash Territory but under such agreement or contract the customer installs or uses, or requires the installation or use, of the relevant Cash Technology Solution in a Cash Territory, subject to: (a) the number of installations within the Cash Territories not exceeding 25 per cent. of the total installations for the relevant customer under such agreement or contract (not taking into account any such installations or uses attributable to any existing customer up to the date of Closing); and (b) the Seller not conducting any marketing activities in relation to such agreements and contracts within the Cash Territories; (iv) selling, performing or entering into, any agreement or contract for the supply or provision of, Cash Technology Solutions with an existing or new customer that is incorporated, resident or has its place of business in a Cash Territory but where the installation or use of the Cash Technology Solution under that contract is not in a Cash Territory (save in the circumstances set out in clause 12.1.2(iii) above); or (v) continuing to carry out any business that the Seller, or any member of the Seller’s Group, conducts at the Closing Date, save for any Restricted Business.

Nothing in Clause 12. 1.1 will apply to prevent or restrict the Seller or any member of the Seller’s Group from: (i) the provision of Cash Technology Solutions to any Group Company in connection with the Deposita Support Agreements; (ii) the provision of products or services relating to Cash Business or Cash Technology Business within International Logistics Territories, save to the extent an International Logistics Territory is also a Cash Territory; (iii) entering into a new agreement or contract (including an additional purchase order or agreement under an existing agreement with an existing customer) following the relevant Closing for the supply, distribution or provision of Cash Technology Solutions with existing and new customers in Cash Territories where the relevant agreement or contract was (in relation to an existing agreement), or is being entered into: (a) as a global or multi-territory agreement or contract; and (b) outside a Cash Territory but under such agreement or contract the customer installs or uses, or requires the installation or use, of the relevant Cash Technology Solution in a Cash Territory, subject to: (a) the number of installations within the Cash Territories not exceeding 25 per cent. of the total installations for the relevant customer under such agreement or contract (not taking into account any such installations or uses attributable to any existing customer up to the date of the relevant Closing); and (b) the Seller not conducting any marketing activities in relation to such agreements and contracts within the Cash Territories; (iv) selling, performing or entering into, any agreement or contract for the supply or provision of, Cash Technology Solutions with an existing or new customer that is incorporated, resident or has its place of business in a Cash Territory but where the installation or use of the Cash Technology Solution under that contract is not in a Cash Territory (save in the circumstances set out in clause 12.1.2(iii) above); or (v) continuing to carry out any business that the Seller, or any member of the Seller’s Group, conducts at the relevant Closing Date, save for any Restricted Business.