STRICTLY PRIVATE AND CONFIDENTIAL being satisfied reasonably that the repayment related to that Dormant Account Holder's Transferred Dormant Account Balance, in each case in the same manner and on the same basis as if the relevant Transferred Dormant Account Balance had not been transferred to the Reclaim Fund; and (B) otherwise satisfy the representations and warranties given by the Participant in clause 2.4);
(f) use all reasonable endeavours to provide not less than thirty (30) Business Days' prior notice in writing to the Reclaim Fund before making any changes to the manner in which the Participant calculates Transferred Dormant Account Balances, or seeks to determine the identity of the holders of Dormant Accounts or its approach to re- uniting holders with their Dormant Accounts in each case where, in the reasonable judgement of the Participant, such change could have a material impact on the Reclaim Fund;
(g) provide to the Reclaim Fund upon execution of this agreement and from time to time:
(i) an authorised signatories list, together with specimen signatures, which includes all persons who have authority to act on behalf of the Participant in all of the Participant's dealings with the Reclaim Fund; and
(ii) an authorised users list for the purpose of utilising the Reclaim Fund's electronic file transfer system (as referred to in the Reclaim Fund Handbook), which the Participant may modify from time to time by giving notice in writing to the Reclaim Fund (such changes to take effect only once notice in writing has been received by the Reclaim Fund);
(h) notify the Reclaim Fund in writing promptly if any person presents a petition, or files documents with a court or any registrar, for its winding-up, administration, dissolution or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) or, in the case of a Participant which is a Bank, for a bank insolvency order or bank administration order or, in the case of a Participant which is a Building Society, for a building society insolvency order or a building society special administration order except where a petition for liquidation or documents for administration presented by a creditor is being contested by the Participant in good faith and in the reasonable opinion of the Participant (following appropriate professional advice) is reasonably likely to be discharged or struck out within twenty
STRICTLY PRIVATE AND CONFIDENTIAL enable and provide AchillesTx with the benefit of the Licences granted to it hereunder; and,
STRICTLY PRIVATE AND CONFIDENTIAL. (b) act as the exclusive agent of the Reclaim Fund with respect to such transfers with a view to enabling the Reclaim Fund to carry out its obligations under this agreement and the Act. This agreement comprises this signature page and the previous page, Part A, Part B, Part C and Schedule 1 to Schedule 9. The main parts of this agreement are structured as follows:
(a) Part A sets out the elements of this agreement which are variable as between participating banks and building societies and reflects the options selected by the Participant and agreed to by the Reclaim Fund;
STRICTLY PRIVATE AND CONFIDENTIAL confirmation to be given on the date of receipt or the next Business Day (subject to clause 20.2).
1.10 In the absence of agreement in writing between the Reclaim Fund and the Participant to the contrary citing this clause 1.10, nothing shall be deemed or implied from the Reclaim Fund's conduct or otherwise as constituting the consent of the Reclaim Fund to accept a transfer for the purposes of section 1(1)(b) of the Act on a basis other than as described in clause 1.4 or
STRICTLY PRIVATE AND CONFIDENTIAL compensate it for funding repayment to a Dormant Account Holder on behalf of the Reclaim Fund in the interval between repaying a Dormant Account Holder under clause 2.2 and recovering the relevant amount from the Reclaim Fund under clause 2.5.
2.9 The Participant acknowledges that the liability of the Reclaim Fund to each Dormant Account Holder is discharged in respect of a Transferred Dormant Account Balance upon repayment to that Dormant Account Holder by the Participant in accordance with clause 2.2(b).
STRICTLY PRIVATE AND CONFIDENTIAL. (10%) or greater variance in respect of an amount previously estimated or forecasted by the Participant.
STRICTLY PRIVATE AND CONFIDENTIAL. 5.4 In respect of any Complaints to which clause 5.3 applies, the Participant shall notify the Reclaim Fund promptly in writing where, in its reasonable judgement, it considers that information in respect of such Complaint (together, where applicable, with other Complaints) would be relevant to the Reclaim Fund in relation to the performance of its functions (including the identification of trends in reclaims or its actuarial modelling) and such other information as may be required by the FSA or FOS to be provided to the Reclaim Fund.
STRICTLY PRIVATE AND CONFIDENTIAL. Complaints handling by the Reclaim Fund in exceptional circumstances
5.7 Notwithstanding clauses 5.1 to 5.6, in the case of an Insolvency Event in respect of the Participant or upon a breakdown in the relationship between the Participant and the Reclaim Fund which in the reasonable judgement of the Reclaim Fund is material and affects the operation of this agreement, or as otherwise required by the FSA, the Reclaim Fund shall have the right to handle and resolve Complaints in respect of which the Reclaim Fund is the sole proper respondent or (to the extent that the Complaint relates to the Reclaim Fund as the proper respondent) a joint proper respondent and in these circumstances the Participant shall make available promptly to the FOS and/or the Reclaim Fund such information and other documentation as may be relevant or reasonably requested by the FOS or the Reclaim Fund.
STRICTLY PRIVATE AND CONFIDENTIAL. 5.11 The costs arising out of or in connection with the Participant's obligations under clause 5.8 shall be met by the Participant.
5.12 Clause 5.8 shall not apply, and the Reclaim Fund shall have conduct of any Reclaim Fund Proceeding, where the Reclaim Fund determines on reasonable grounds that a conflict of interest has arisen or will arise as a result of the Participant having conduct of the Reclaim Fund Proceeding. For this purpose, the Participant shall immediately notify the Reclaim Fund of any conflict as a result of it having conduct of a Reclaim Fund Proceeding at any time (identifying as specifically as possible the nature of such conflict) and will provide the Reclaim Fund with all necessary and appropriate information that the Reclaim Fund may require in order for the Reclaim Fund to assess the conflict of interest.
5.13 Notwithstanding clauses 27.5 and 27.6 below, the Participant agrees that where:
(a) the Reclaim Fund has been served with a Reclaim Fund Proceeding in respect of which the Reclaim Fund considers, on reasonable grounds, that the third party seeks relief due to the performance of the Participant of its obligations under this Agreement; and
(b) the Participant does not have conduct of those proceedings pursuant to clause 5.12, the Reclaim Fund shall have the option to seek leave to join the Participant to those proceedings. For the purpose of this clause only, the Participant agrees that the courts of England and Wales shall have exclusive jurisdiction to settle such a dispute. The Parties agree that the courts of England and Wales are the most appropriate and convenient courts to settle the dispute and, accordingly, that no party will argue to the contrary.
STRICTLY PRIVATE AND CONFIDENTIAL. (a) any claim from or on behalf of a Dormant Account Holder for the repayment of the whole or any part of a Transferred Dormant Account Balance; or
(b) any Complaint raised against the Participant and/or any Complaint raised against the Reclaim Fund that the Participant is to handle and resolve pursuant to clause 5.6(b), provided (in the case of (a) or (b)) that the Reclaim Fund is able to identify the Participant with respect to such claim or Complaint.
