Common use of REGULATORY, GOVERNMENTAL AND OTHER THIRD PARTY CONSENTS Clause in Contracts

REGULATORY, GOVERNMENTAL AND OTHER THIRD PARTY CONSENTS. (a) The obligations of the parties in relation to the provision of the Acquirer Program shall be subject to and conditional upon satisfaction of the following conditions (the “Conditions”). Such Conditions relate, inter alia, to the obtaining from governmental, other regulatory authorities and other third parties certain consents, rulings, confirmations and/or waivers to the extent required (“Third Party Consents”), as follows: (i) approval of the relevant monetary or banking authority, which supervises the operations of Acquirer to the entering into of the Agreement and the performance by Acquirer of its obligations hereunder, (including e.g. any exchange control clearances for currency conversions or payments to Planet Payment); (ii) any regulatory or governmental consents or approvals required in order to offer the Acquirer Program; (iii) the issuance by Visa and/or MasterCard of any new BIN or ICA to the extent necessary for the Acquirer to participate in the Acquirer Program as contemplated by the Agreement. The Acquirer will be responsible for the fees payable to Visa and/or MasterCard in connection with the procurement and maintenance of the BIN and/or ICA; If approval and BIN/ICA issuance is received from only one Card Association then the parties may proceed to Implementation on the basis of initially working with one Card Association. (iv) all consents and approvals required by Planet Payment to enable it and its sub-contractors to provide the Program to the Acquirer, subject to the Acquirer completing and filing the relevant forms required under the Rules. (b) The parties acknowledge that Acquirer is responsible for seeking the Third Party Consents set forth in sub-section (a) (i), (ii) and (iii) above and that Planet Payment are responsible for seeking the Third Party Consents set forth in sub-section (a) (iv) above and agree that they shall each use all commercially reasonable efforts to do so, as soon as reasonably practicable after the date hereof. However, neither Planet Payment nor Acquirer make any representation that such Third Party Consents will be obtained. Planet Payment agrees to provide such assistance and information to Acquirer as is reasonably requested by Acquirer in order for Acquirer to obtain its Third Party Consents and vice versa. Each party is responsible for its own costs in seeking its Third Party Consents.

REGULATORY, GOVERNMENTAL AND OTHER THIRD PARTY CONSENTS. (a) 17.1 The obligations of the parties in relation to the provision of the Acquirer Program shall be subject to and conditional upon satisfaction of receiving the following conditions (the “Conditions”). Such Conditions relate, inter alia, to the obtaining from governmental, other regulatory authorities and other third parties certain party consents, rulings, confirmations and/or waivers to the extent required (“Third Party Consents”), as follows:): (ia) approval of the relevant monetary or banking authority, which supervises the operations of Acquirer in the Designated Territory where such approval is required to the entering into of the Agreement and the performance by Acquirer of its obligations hereunder, (including e.g. any exchange control clearances for currency conversions or payments to Planet Payment); (iib) any regulatory or governmental consents or approvals required in order to offer the Acquirer Program;Program in the Designated Territory (iiic) the issuance by Visa and/or MasterCard of any new BIN or ICA to the extent necessary for the Acquirer to participate in the Acquirer Program as contemplated by the Agreement. The Acquirer will be responsible for the fees payable to Visa and/or MasterCard in connection with the procurement and maintenance of the BIN and/or ICA; If approval and BIN/ICA issuance is received from only one Card Association then the parties may proceed to Implementation on the basis of initially working with one Card Association.; (ivd) all consents and approvals required by Planet Payment to enable it and its sub-contractors to provide the Program to the Acquirer, subject to Acquirer in the Acquirer completing and filing the relevant forms required under the RulesDesignated Territory. (b) 17.2 The parties acknowledge that Acquirer is responsible for seeking shall use commercially reasonable efforts to seek the Third Party Consents set forth in sub-section (a) (i), (ii) b), and (iiic) above and that Planet Payment are responsible for seeking shall use commercially reasonable efforts to seek the Third Party Consents set forth in sub-section sub¬section (a) (ivd) above and both agree that they shall each use all commercially reasonable efforts to do so, so as soon as reasonably practicable after the date hereof. However, neither Planet Payment nor Acquirer make any representation that such Third Party Consents will be obtained. Planet Payment agrees to provide such assistance and information to Acquirer as is reasonably requested by Acquirer in order for Acquirer to obtain its their respective Third Party Consents and vice versa. Each party is responsible for its own costs in seeking its Third Party Consents. 17.3 Planet Payment represents and warrants that it is a registered MasterCard International Member service provider-third party processor and a registered non-member agent and third party processor with Visa International and will comply with all Rules of the Card Associations in connection therewith.

REGULATORY, GOVERNMENTAL AND OTHER THIRD PARTY CONSENTS. (a) 19.1 The obligations of the parties in relation to the provision of the Acquirer Program shall be subject to and conditional upon satisfaction of receiving the following conditions (the “Conditions”). Such Conditions relate, inter alia, to the obtaining from governmental, other regulatory authorities and other third parties certain party consents, rulings, confirmations and/or waivers to the extent required (“Third Party Consents”), as follows:): (ia) approval of the relevant monetary or banking authority, which supervises the operations of Acquirer in the Designated Territory where such approval is required to the entering into of the Agreement and the performance by Acquirer of its obligations hereunder, (including e.g. any exchange control clearances for currency conversions or payments to Planet Payment); (iib) any regulatory or governmental consents or approvals required in order to offer the Acquirer Program;Program in the Designated Territory (iiic) the issuance by Visa and/or MasterCard of any new BIN or ICA to the extent necessary for the Acquirer to participate in the Acquirer Program as contemplated by the Agreement. The Acquirer will be responsible for the fees payable to Visa and/or MasterCard in connection with the procurement and maintenance of the BIN and/or ICA; If approval and BIN/ICA issuance is received from only one Card Association then the parties may proceed to Implementation on the basis of initially working with one Card Association.; (ivd) all consents and approvals required by Planet Payment to enable it and its sub-contractors to provide the Program to the Acquirer, subject to Acquirer in the Acquirer completing and filing the relevant forms required under the RulesDesignated Territory. (b) 19.2 The parties acknowledge that Acquirer is responsible for seeking shall use commercially reasonable efforts to seek the Third Party Consents set forth in sub-section (a) (i), (ii) b), and (iiic) above and that Planet Payment are responsible for seeking shall use commercially reasonable efforts to seek the Third Party Consents set forth in sub-section (a) (ivd) above and both agree that they shall each use all commercially reasonable efforts to do so, so as soon as reasonably practicable after the date hereof. However, neither Planet Payment nor Acquirer make any representation that such Third Party Consents will be obtained. Planet Payment agrees to provide such assistance and information to Acquirer as is reasonably requested by Acquirer in order for Acquirer to obtain its their respective Third Party Consents and vice versa. Each party is responsible for its own costs in seeking its Third Party Consents. 19.3 Planet Payment represents and warrants that it is a registered MasterCard Member service provider-third party processor and a registered non-member agent and third party processor with Visa and will comply with all Rules of the Card Associations in connection therewith.