Common use of Sale of the Businesses Clause in Contracts

Sale of the Businesses. 2.1 On the terms set out in this Agreement, the Seller hereby agrees to sell to the Purchaser, which relying on the Warranties agrees to purchase with effect from the Effective Time, the Businesses (including but without limitation the Business Assets) as going concerns with full title guarantee. 2.2 The Business Assets to be sold and purchased pursuant to this Agreement shall include (but not be limited to): 2.2.1 the Leasehold Properties (on the terms set out in Annex 2 Part 2); 2.2.2 the Business Intellectual Property owned or licensed to the Seller (subject to the terms set out in Clause 12 in respect of Software Licences); 2.2.3 the rights of the Seller arising under the Contracts (subject to the terms set out in Clause 12); 2.2.4 the Receivables; 2.2.5 the Goodwill; 2.2.6 the Plant and Machinery. 2.3 The following assets (the “Excluded Assets”) shall be explicitly excluded from the sale and purchase under this Agreement: 2.3.1 any cash in hand or at the bank of the Businesses at the Effective Time; 2.3.2 the benefit of any claim under an insurance policy; 2.3.3 the corporate and trading names “MSX” and “MSX International” and all intellectual property in such corporation and trading names; 2.3.4 any property, rights or assets used by the Seller in connection with or otherwise relating to the Retained Business including, without limitation, those property, rights or assets detailed in Annex 6; 2.3.5 the rights and obligations of the Seller arising under the Excluded Contracts; and 2.3.6 debts due from any relevant Tax Authority in respect of Taxation. 2.4 If, within six months following the date of this Agreement, it becomes apparent to the Purchaser or the Seller (acting reasonably and in good faith and with due regard to the Businesses as conducted by the Seller prior to the Effective Time) that the Seller owns or retains in its possession any asset which was used exclusively in the Businesses as conducted prior to the Effective Time (but excluding the Excluded Assets and the Excluded Contracts), then such party shall promptly notify the other in writing and, provided such notification is sent within such six month period, the Seller shall use all reasonable endeavours to assign, transfer or novate (as appropriate) the ownership of and deliver the asset to the Purchaser (for no consideration with each party bearing its own costs and otherwise on such terms as the Purchaser and the Seller, acting reasonably, agree) within a reasonable time following a written request from the Purchaser to do so. 2.5 If, within six months following the date of this Agreement, it becomes apparent to the Purchaser or the Seller (acting reasonably and in good faith and with due regard to the Businesses as conducted by the Seller prior to the Effective Time) that the Seller has transferred an asset (other than the Business Assets) which was not used exclusively in the Businesses as conducted prior to the Effective Time, then such party shall promptly notify the other in writing and, provided such notification is sent within such six month period, the Purchaser shall use all reasonable endeavours to assign, transfer or novate (as appropriate) the ownership of and deliver the asset to the Seller (for no consideration with each party bearing its own costs and otherwise on such terms as the Purchaser and the Seller, acting reasonably, agree) within a reasonable time following a written request from the Seller to do so. 2.6 If, within six months following the date of this Agreement, it becomes apparent to the Purchaser (acting reasonably and in good faith and with due regard to the Businesses as conducted by the Seller prior to the Effective Time) that the Seller owns or retains in its possession any asset which was used non-exclusively in the Businesses as conducted prior to the Effective Time, then the Purchaser shall promptly notify the Seller in writing and, provided: 2.6.1 such notification is sent within such six month period together with a request from the Purchaser to share such assets; 2.6.2 the use of such assets by the Businesses had not been fairly disclosed to the Purchaser prior to the Effective Date; and 2.6.3 it is reasonably practicable for the Seller to share the use of such assets with the Purchaser; the Seller and the Purchaser shall share the use of such assets (on such terms as the Purchaser and the Seller, acting reasonably, agree).

Sale of the Businesses. 2.1 On the terms set out in this Agreement2.2.1 Subject to Clause 2.2.2, the Seller hereby agrees to sell to the Purchaser, which relying on the Warranties agrees to purchase with effect from the Effective Time, the Businesses (including but without limitation the sale of each Business Assets) as going concerns with full title guarantee. 2.2 The Business Assets to be sold and purchased pursuant to under this Agreement shall include comprise: (but not be limited to): 2.2.1 i) the Leasehold Business Properties (subject to and on the terms set out in Annex 2 Part 2Schedule 3); 2.2.2 (ii) the Business Intellectual Property owned or licensed to the Seller (subject to and on the terms set out in Clause 12 in respect of Software LicencesSchedule 4); 2.2.3 (iii) the Goodwill; (iv) the Moveable and Immovable Assets; (v) the Business ATMs; (vi) the rights and benefits (subject to the burden) of the relevant Business Seller or a member of the RBSG Group arising under the Contracts (subject to and on the terms set out in Clause 12the Schemes and/or Schedule 5); 2.2.4 (vii) the Receivablesrights and benefits of the relevant Business Seller or a member of the RBSG Group arising under the Loan Guarantees/Security (subject to and on the terms set out in the Schemes and/or Schedule 5); 2.2.5 (viii) the Goodwillbenefit (so far as the same can lawfully be assigned or transferred to the Purchaser) of the Claims; 2.2.6 (ix) all rights, title and interest of the Plant relevant Business Seller in the Books and MachineryRecords; (x) the Business Receivables; and (xi) the Other Business Assets. The Business Assets shall be sold free from Encumbrances and together with all rights attaching to them as at the NatWest Closing in respect of the NatWest Businesses and the RBS Closing in respect of the RBS Businesses. Without prejudice to Clause 2.2.3, risk in the NatWest Business Assets shall pass with effect from the NatWest Closing and risk in the RBS Business Assets shall pass with effect from the RBS Closing, save that where a Business Asset is not transferred to the Purchaser on the NatWest Closing in respect of the NatWest Business Assets or the RBS Closing in respect of the RBS Business Assets, risk in that Business Asset shall not pass to the Purchaser on the relevant Closing but shall pass with effect from the time at which such Business Asset is transferred to the Purchaser (unless such Business Asset is a Contract or Loan Guarantee/Security and the benefit of such Contract or Loan Guarantee/Security passes to the Purchaser in accordance with Schedule 5 in which case the risk shall pass at the time the benefit passes in accordance with the provisions of Schedule 5). If any asset which the parties intend to form part of the sale and purchase pursuant to this Agreement but which does not fall within the definition of “Business Asset” is held by a member of the RBSG Group other than one of the Business Sellers, the Business Sellers shall procure that such asset is transferred to the Purchaser at the NatWest Closing (if such asset is, or is intended to be, part of the NatWest Businesses) or the RBS Closing (if such asset is, or is intended to be, part of the RBS Businesses) and such asset shall, for the purposes of this Agreement, be treated as a Business Asset. 2.3 The following assets (the “Excluded Assets”) 2.2.2 There shall be explicitly excluded from the sale and purchase of the Businesses under this Agreement: 2.3.1 (i) any cash asset, contract, undertaking, arrangement or agreement not referred to in hand Clause 2.2.1; (ii) any information technology platforms and channels; (iii) any insurance policy or at insurance claim (without prejudice to the bank provisions of Clause 14); (iv) the Excluded Business; (v) the Bancassurance Joint Venture and any rights or obligations thereunder or relating thereto; (vi) any Client Agreements or Loan Guarantees/Security between the Business Sellers and another member of the Businesses at RBSG Group (in the Effective Timecapacity as customer); 2.3.2 (vii) any Products, Client Agreements or Loan Guarantees/Security that have been written off by the benefit of any claim under an insurance policyBusiness Sellers in accordance with RBSG’s standard accounting policies; 2.3.3 the corporate and trading names “MSX” and “MSX International” and all intellectual property in such corporation and trading names; 2.3.4 any property, rights or assets used by the Seller in connection with or otherwise relating to the Retained Business including, without limitation, those property, rights or assets detailed in Annex 6; 2.3.5 the rights and obligations of the Seller arising under the Excluded Contracts; and 2.3.6 debts (viii) amounts due from any relevant Tax Authority or member of the RBSG Group in respect of Taxation or any Relief in respect of Taxation.; 2.4 If, within six months following (ix) any rights of any member of the date RBSG Group (including rights of this Agreement, it becomes apparent set off or counterclaim) to the Purchaser extent that such rights relate predominantly to assets referred to in this Clause 2.2.2 or Excluded Liabilities; (x) any safe custody items at the Seller Business Properties which are not Safe Custody Items, (acting reasonably and in good faith and with due regard to together, the Businesses as conducted by “Excluded Assets”). For the Seller prior to the Effective Time) that the Seller owns or retains in its possession any asset which was used exclusively in the Businesses as conducted prior to the Effective Time (but excluding avoidance of doubt, the Excluded Assets shall include any asset, contract, undertaking, arrangement and agreement whether written or otherwise in respect of the Excluded Contracts), then such party shall promptly notify the other products and services provided by or in writing and, provided such notification is sent within such six month period, the Seller shall use all reasonable endeavours to assign, transfer or novate connection with (as appropriatea) the ownership of and deliver any business (including the asset to finance business) carried on under the Purchaser (for no consideration with each party bearing its own costs and otherwise on such terms as the Purchaser and the Seller, acting reasonably, agree) within a reasonable time following a written request from the Purchaser to do so. 2.5 If, within six months following the date of this Agreement, it becomes apparent to the Purchaser “Lombard” name or the Seller (acting reasonably brand and in good faith connection with any loans from Lombard Direct Loans; or (b) products and services provided by or in connection with due regard to any invoice finance business carried on under the Businesses as conducted by the Seller prior to the Effective Time) that the Seller has transferred an asset (other than the Business Assets) which was not used exclusively in the Businesses as conducted prior to the Effective Time, then such party shall promptly notify the other in writing and, provided such notification is sent within such six month period, the Purchaser shall use all reasonable endeavours to assign, transfer “RBS Invoice Finance” name or novate (as appropriate) the ownership of and deliver the asset to the Seller (for no consideration with each party bearing its own costs and otherwise on such terms as the Purchaser and the Seller, acting reasonably, agree) within a reasonable time following a written request from the Seller to do sobrands. 2.6 If, within six months following the date of this Agreement, it becomes apparent to the Purchaser (acting reasonably and in good faith and with due regard to the Businesses as conducted by the Seller prior to the Effective Time) that the Seller owns or retains in its possession any asset which was used non-exclusively in the Businesses as conducted prior to the Effective Time, then the Purchaser shall promptly notify the Seller in writing and, provided: 2.6.1 such notification is sent within such six month period together with a request from the Purchaser to share such assets; 2.6.2 the use of such assets by the Businesses had not been fairly disclosed to the Purchaser prior to the Effective Date; and 2.6.3 it is reasonably practicable for the Seller to share the use of such assets with the Purchaser; the Seller and the Purchaser shall share the use of such assets (on such terms as the Purchaser and the Seller, acting reasonably, agree).

Sale of the Businesses. 2.1 On the terms set out in this Agreement5.2.1 Subject to Clause 5.2.2, the Seller hereby agrees to sell to the Purchaser, which relying on the Warranties agrees to purchase with effect from the Effective Time, the Businesses (including but without limitation the sale of each Business Assets) as going concerns with full title guarantee. 2.2 The Business Assets to be sold and purchased pursuant to under this Agreement shall include comprise: (but not be limited to): 2.2.1 i) the Leasehold Business Properties (subject to and on the terms set out in Annex 2 Part Schedule 2); 2.2.2 (ii) the Registered Business Intellectual Property owned or licensed to in accordance with Clause 5.4; (iii) the Seller Unregistered Business Intellectual Property; (iv) the Goodwill; (v) the Movable and Immovable Assets; (vi) the Business ATMs; (vii) the rights and benefits (subject to the terms set out in Clause 12 in respect of Software Licences); 2.2.3 the rights burden) of the relevant Business Seller or a member of the RBSG Group arising under the Contracts (subject to the terms set out in Clause 12)Contracts; 2.2.4 (viii) the Receivablesrights and benefits of the relevant Business Seller or a member of the RBSG Group arising under the Loan Guarantees/Security; 2.2.5 (ix) the Goodwillbenefit (so far as the same can lawfully be assigned or transferred to Newco) of the Claims; 2.2.6 (x) all rights, title and interest of the Plant relevant Business Seller in the Books and Machinery.Records; and 2.3 (xi) the Business Receivables. The following assets Business Assets (except for the “Excluded Assets”Business Properties, to which Schedule 2 applies) shall be explicitly sold free from Encumbrances and together with all rights attaching to them as at Closing (to the extent not transferred to Newco prior to Closing). Without prejudice to Clause 5.2.3, risk in the Business Assets shall pass with effect from Closing, save that where a Business Asset is not transferred to Newco on Closing, risk in that Business Asset shall not pass to Newco on Closing but shall pass with effect from the time at which such Business Asset is transferred to Newco. RBSG shall procure that the consideration for the sale and purchase of the Businesses and the Business Assets is fully satisfied by Newco and Newco is discharged of all obligations and liabilities in relation thereto at the Closing Date. 5.2.2 There shall be excluded from the sale and purchase of the Businesses under this Agreement: 2.3.1 (i) any cash asset, contract, undertaking, arrangement or agreement not referred to in hand or at the bank of the Businesses at the Effective TimeClause 5.2.1; 2.3.2 the benefit of (ii) any claim under an insurance policyinformation technology platforms, systems and channels (other than any comprising, installed in or incorporated in any Movable and Immovable Asset); 2.3.3 (iii) the corporate and trading names “MSX” and “MSX International” and all intellectual property in such corporation and trading namesExcluded Business; 2.3.4 (iv) any property, rights Products or assets used Client Agreements that have been written off by the Seller Business Sellers in connection accordance with or otherwise relating to the Retained Business including, without limitation, those property, rights or assets detailed in Annex 6RBSG’s standard accounting policies; 2.3.5 (v) subject to Schedule 4, Schedule 10 and the rights and obligations of the Seller arising under the Excluded Contracts; and 2.3.6 debts Tax Deed, amounts due from any relevant Tax Authority or member of the RBSG Group in respect of Taxation or any Relief in respect of Taxation., in each case attributable to periods ended on or before, or an Event occurring (or deemed to occur) on or before, Closing; 2.4 If, within six months following (vi) any rights of any member of the date RBSG Group (including rights of this Agreement, it becomes apparent set off or counterclaim) to the Purchaser or the Seller (acting reasonably and extent that such rights relate predominantly to assets referred to in good faith and with due regard to the Businesses as conducted by the Seller prior to the Effective Time) that the Seller owns or retains in its possession any asset which was used exclusively in the Businesses as conducted prior to the Effective Time (but excluding the Excluded Assets and the Excluded Contracts), then such party shall promptly notify the other in writing and, provided such notification is sent within such six month period, the Seller shall use all reasonable endeavours to assign, transfer or novate (as appropriate) the ownership of and deliver the asset to the Purchaser (for no consideration with each party bearing its own costs and otherwise on such terms as the Purchaser and the Seller, acting reasonably, agree) within a reasonable time following a written request from the Purchaser to do so. 2.5 If, within six months following the date of this Agreement, it becomes apparent to the Purchaser or the Seller (acting reasonably and in good faith and with due regard to the Businesses as conducted by the Seller prior to the Effective Time) that the Seller has transferred an asset (other than the Business Assets) which was not used exclusively in the Businesses as conducted prior to the Effective Time, then such party shall promptly notify the other in writing and, provided such notification is sent within such six month period, the Purchaser shall use all reasonable endeavours to assign, transfer or novate (as appropriate) the ownership of and deliver the asset to the Seller (for no consideration with each party bearing its own costs and otherwise on such terms as the Purchaser and the Seller, acting reasonably, agree) within a reasonable time following a written request from the Seller to do so. 2.6 If, within six months following the date of this Agreement, it becomes apparent to the Purchaser (acting reasonably and in good faith and with due regard to the Businesses as conducted by the Seller prior to the Effective Time) that the Seller owns or retains in its possession any asset which was used non-exclusively in the Businesses as conducted prior to the Effective Time, then the Purchaser shall promptly notify the Seller in writing and, provided: 2.6.1 such notification is sent within such six month period together with a request from the Purchaser to share such assets; 2.6.2 the use of such assets by the Businesses had not been fairly disclosed to the Purchaser prior to the Effective DateClause 5.2.2; and 2.6.3 it is reasonably practicable for (vii) the Seller to share Excluded Intellectual Property, (together, the use of such assets with the Purchaser; the Seller and the Purchaser shall share the use of such assets (on such terms as the Purchaser and the Seller, acting reasonably, agree“Excluded Assets”). 5.2.3 Newco shall, with effect from Closing or, in relation to any Business Asset which is not transferred to Newco on Closing (or any Liabilities relating to any such Business Asset), with effect from the time at which such Business Asset is so transferred, assume, satisfy, discharge, perform or fulfil, all “Assumed Liabilities” when due.

Sale of the Businesses. 2.1 On the terms set out in this Agreement2.2.1 Subject to Clause 2.2.2, the Seller hereby agrees to sell to the Purchaser, which relying on the Warranties agrees to purchase with effect from the Effective Time, the Businesses (including but without limitation the sale of each Business Assets) as going concerns with full title guarantee. 2.2 The Business Assets to be sold and purchased pursuant to under this Agreement shall include comprise: (but not be limited to): 2.2.1 i) the Leasehold Business Properties (subject to and on the terms set out in Annex 2 Part 2Schedule 3); 2.2.2 (ii) the Business Intellectual Property owned or licensed to the Seller (subject to and on the terms set out in Clause 12 in respect of Software LicencesSchedule 4); 2.2.3 (iii) the Goodwill; (iv) the Moveable and Immovable Assets; (v) the Business ATMs; (vi) the rights and benefits (subject to the burden) of the relevant Business Seller or a member of the RBSG Group arising under the Contracts (subject to and on the terms set out in Clause 12the Scheme and/or Schedule 5); 2.2.4 (vii) the Receivablesrights and benefits of the relevant Business Seller or a member of the RBSG Group arising under the Loan Guarantees/Security (subject to and on the terms set out in the Scheme and/or Schedule 5); 2.2.5 (viii) the Goodwillbenefit (so far as the same can lawfully be assigned or transferred to the Purchaser) of the Claims; 2.2.6 (ix) all rights, title and interest of the Plant relevant Business Seller in the Books and MachineryRecords; (x) the Business Receivables; and (xi) the Other Business Assets. The Business Assets shall be sold free from Encumbrances and together with all rights attaching to them as at the Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses and the RBS England Closing in respect of the RBS England Businesses. Without prejudice to Clause 2.2.3, risk in the Friends and Family Assets shall pass with effect from the Friends and Family Transfer Date, risk in the NatWest Business Assets shall pass with effect from the NatWest Closing, risk in the RBS Wales Business Assets shall pass with effect from the RBS Wales Closing and risk in the RBS England Business Assets shall pass with effect from the RBS England Closing, save that where a Business Asset is not transferred to the Purchaser on the relevant Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Business Assets, the RBS Wales Closing in respect of the RBS Wales Business Assets or the RBS England Closing in respect of the RBS England Business Assets, risk in that Business Asset shall not pass to the Purchaser on the Relevant Closing but shall pass with effect from the time at which such Business Asset is transferred to the Purchaser (unless such Business Asset is a Contract or Loan Guarantee/Security and the benefit of such Contract or Loan Guarantee/Security passes to the Purchaser in accordance with Schedule 5 in which case the risk shall pass at the time the benefit passes in accordance with the provisions of Schedule 5). If any asset which the parties intend to form part of the sale and purchase pursuant to this Agreement but which does not fall within the definition of "Business Asset" is held by a member of the RBSG Group other than one of the Business Sellers, the Business Sellers shall procure that such asset is transferred to the Purchaser at the Friends and Family Transfer Date (if such asset is, or is intended to be, part of the Friends and Family Transfer), the NatWest Closing (if such asset is, or is intended to be, part of the NatWest Businesses), the RBS Wales Closing (if such asset is, or is intended to be, part of the RBS Wales Businesses) or the RBS England Closing (if such asset is, or is intended to be, part of the RBS England Businesses) and such asset shall, for the purposes of this Agreement, be treated as a Business Asset. 2.3 The following assets (the “Excluded Assets”) 2.2.2 There shall be explicitly excluded from the sale and purchase of the Businesses under this Agreement: 2.3.1 (i) any cash asset, contract, undertaking, arrangement or agreement not referred to in hand Clause 2.2.1; (ii) any information technology platforms and channels; (iii) any insurance policy or at insurance claim (without prejudice to the bank provisions of Clause 14); (iv) the Excluded Business; (v) the Bancassurance Joint Venture and any rights or obligations thereunder or relating thereto; (vi) any Client Agreements or Loan Guarantees/Security between the Business Sellers and another member of the Businesses at RBSG Group (in the Effective Timecapacity as customer); 2.3.2 (vii) any Products, Client Agreements or Loan Guarantees/Security that have been written off by the benefit of any claim under an insurance policyBusiness Sellers in accordance with RBSG’s standard accounting policies; 2.3.3 the corporate and trading names “MSX” and “MSX International” and all intellectual property in such corporation and trading names; 2.3.4 any property, rights or assets used by the Seller in connection with or otherwise relating to the Retained Business including, without limitation, those property, rights or assets detailed in Annex 6; 2.3.5 the rights and obligations of the Seller arising under the Excluded Contracts; and 2.3.6 debts (viii) amounts due from any relevant Tax Authority or member of the RBSG Group in respect of Taxation or any Relief in respect of Taxation.; 2.4 If, within six months following (ix) any rights of any member of the date RBSG Group (including rights of this Agreement, it becomes apparent set off or counterclaim) to the Purchaser extent that such rights relate predominantly to assets referred to in this Clause 2.2.2 or Excluded Liabilities; (x) any safe custody items at the Seller Business Properties which are not Safe Custody Items, (acting reasonably and in good faith and with due regard to together, the Businesses as conducted by “Excluded Assets”). For the Seller prior to the Effective Time) that the Seller owns or retains in its possession any asset which was used exclusively in the Businesses as conducted prior to the Effective Time (but excluding avoidance of doubt, the Excluded Assets shall include any asset, contract, undertaking, arrangement and agreement whether written or otherwise in respect of the Excluded Contracts), then such party shall promptly notify the other products and services provided by or in writing and, provided such notification is sent within such six month period, the Seller shall use all reasonable endeavours to assign, transfer or novate connection with (as appropriatea) the ownership of and deliver any business (including the asset to finance business) carried on under the Purchaser “Lombard” name or brand and in connection with any loans from Lombard Direct Loans; or (for no consideration b) products and services provided by or in connection with each party bearing its own costs and otherwise any invoice finance business carried on such terms as under the Purchaser and the Seller, acting reasonably, agree) within a reasonable time following a written request from the Purchaser to do so“RBS Invoice Finance” name or brands. 2.5 If, within six months following the date of this Agreement, it becomes apparent 2.2.4 Material has been omitted pursuant to the Purchaser or the Seller (acting reasonably and in good faith and with due regard to the Businesses as conducted by the Seller prior to the Effective Time) that the Seller has transferred an asset (other than the Business Assets) which was not used exclusively in the Businesses as conducted prior to the Effective Time, then such party shall promptly notify the other in writing and, provided such notification is sent within such six month period, the Purchaser shall use all reasonable endeavours to assign, transfer or novate (as appropriate) the ownership of and deliver the asset to the Seller (for no consideration with each party bearing its own costs and otherwise on such terms as the Purchaser and the Seller, acting reasonably, agree) within a reasonable time following a written request from the Seller to do so. 2.6 If, within six months following the date of this Agreement, it becomes apparent to the Purchaser (acting reasonably and in good faith and with due regard to the Businesses as conducted by the Seller prior to the Effective Time) that the Seller owns or retains in its possession any asset which was used non-exclusively in the Businesses as conducted prior to the Effective Time, then the Purchaser shall promptly notify the Seller in writing and, provided: 2.6.1 such notification is sent within such six month period together with a request from the Purchaser to share such assets; 2.6.2 the use of such assets by the Businesses had not for confidential treatment and has been fairly disclosed to the Purchaser prior to the Effective Date; and 2.6.3 it is reasonably practicable for the Seller to share the use of such assets with the Purchaser; the Seller and the Purchaser shall share the use of such assets (on such terms as the Purchaser and the Seller, acting reasonably, agree)filed separately.