Common use of Conditional Agreement Clause in Contracts

Conditional Agreement. 2.1 This Agreement is conditional upon the fulfillment of the following conditions within a period of ninety (90) days from the date of this Agreement or any extended period as agreed by the Parties (“Conditions Precedent”): 2.1.1 The Company shall procure and ensure the passing of the Board and/or if required, the resolution of the Company’s shareholders authorizing the following: (i) the appointment of the signatory(ies) to sign this Agreement and the implementation of this Agreement (including the allotment and issue of the Subscription Ordinary Shares to the Investor as set out in this Agreement); (ii) the allotment and issue of the Subscription Shares to the Investor on the terms and conditions of this Agreement; (iii) the registration of the Investor in the register of members of the Company as the holder of the Subscription Shares on the terms and conditions of this Agreement; (iv) the affixing of the common seal unto the share certificates representing the Subscription Shares and the issue of the corresponding share certificates to the Investor; 2.1.2 the signature by all parties thereto of each of the following agreements, including any amendments or supplements thereof: (i) a shareholders’ agreement in respect of the Company; (ii) a put option agreement between the Shareholder (as grantor) and the Investor (as option holder); (iii) a call option agreement between the Investor (as grantor) and the Shareholder (as option holder); and 2.1.3 the Company having executed the employment contracts for its key management personnel in the form and substance acceptable to the Investor. 2.1.4 the legal, technical and financial due diligence on the Company duly completed and its findings being satisfactory to the Investor. 2.2 In the event that any of the Conditions Precedent are not obtained or fulfilled on or before the expiry of 90 days after the date of this Agreement, then this Agreement shall, at the option of the Investor, terminate and be of no further effect and none of the Parties shall have any claims against the other Parties for costs, damages, compensation or otherwise, save for any antecedent breach of the terms of this Agreement and the costs to be borne by the Company pursuant to Clause 11. 2.3 This Agreement will become unconditional on the date on which the last of the Conditions Precedent will have been duly obtained or fulfilled in accordance with the provisions of this Clause 2 (which date is referred to as the “Unconditional Date”).

Conditional Agreement. 2.1 This 7.1 It is hereby expressly agreed between the parties hereto that this Agreement and the sale and purchase hereunder is subject to and conditional upon the fulfillment following conditions ("Conditions Precedents"):- 7.1.1 the procurement by the Vendor, at the Vendor's own cost and expense, of a certified true copy of the following conditions certificate of Fitness by the relevant local authority; 7.1.2 the Vendor informing the FIC in writing of the disposal of the Property in favour of the Purchaser (if applicable); 7.1.3 the procurement of MIDA's Acknowledgment~ and 7.1.4 the procurement by the Vendor, at the Vendor's own cost and expense, of the State's Consent. 7.2 The Purchaser hereby agrees and covenants to notify MIDA of the Purchaser's acquisition and to obtain MIDA's Acknowledgment as soon as possible within a period of ninety fourteen (9014) days from the date hereof or from the date of receipt of the Vendor's information and documents referred to Clause 7.3 whichever shall be the later. 7.3 The Vendor hereby agrees and covenants to supply to the Purchaser, upon written request by the Purchaser, all information and documents that may be reasonably required in relation to 'the procurement of MIDA's acknowledgment. 7.4 The Vendor hereby agrees and covenants within fourteen (14)days from the date of this Agreement or any extended period as agreed within fourteen (14) days from the date of receipt of the Purchaser's information and documents whichever shall be later:- 7.4.1 to obtain a certified true copy of the Certificate of Fitness from the relevant local authority 7.4.2 inform FIC in writing of the disposal of the Property in favour of the Purchaser; 7.4.3 submit the application for the State Consent and shall deliver a certified copy of the Consent letters to the Purchaser's Solicitors within three(3) business days of the receipt 0'1the same. Provided always the Purchaser hereby agrees and covenants to supply to the Vendor, upon written request by the Parties (“Conditions Precedent”): 2.1.1 The Company shall procure Vendor, all information and ensure the passing of the Board and/or if required, the resolution of the Company’s shareholders authorizing the following: (i) the appointment of the signatory(ies) to sign this Agreement and the implementation of this Agreement (including the allotment and issue of the Subscription Ordinary Shares documents that may be reasonably required In relation to the Investor as set out in this Agreement); (ii) applications for the allotment and issue of the Subscription Shares to the Investor on the terms and conditions of this Agreement; (iii) the registration of the Investor in the register of members of the Company as the holder of the Subscription Shares on the terms and conditions of this Agreement; (iv) the affixing of the common seal unto the share certificates representing the Subscription Shares and the issue of the corresponding share certificates to the Investor; 2.1.2 the signature by all parties thereto of each of the following agreements, including any amendments or supplements thereof: (i) a shareholders’ agreement in respect of the Company; (ii) a put option agreement between the Shareholder (as grantor) and the Investor (as option holder); (iii) a call option agreement between the Investor (as grantor) and the Shareholder (as option holder); and 2.1.3 the Company having executed the employment contracts for its key management personnel in the form and substance acceptable to the InvestorState's Consent. 2.1.4 the legal, technical and financial due diligence on the Company duly completed and its findings being satisfactory to the Investor. 2.2 7.5 In the event that any of the Conditions Precedent are not obtained or fulfilled on or before the expiry of 90 days after Purchaser is unable to obtain MIDA's acknowledgment within three (3) months from the date of this AgreementAgreement or such other extended period as may be granted by the Vender, then or the Vendor is unable to obtain the State's Consent within six (6) months from the date of this Agreement shall, at with an automatic extension of three (3) months or such other extended period as may be granted by the option Purchaser or in the event the Vendor is unable to obtain a certified true copy of the Investor, Certificate of Fitness for the Property within seven (7) days of receipt of MIDA's acknowledgment and the State Authority's Co1sent (provided always that the Purchaser shall in its sole and absolute discretion be entitled to waive the requirement of a Certificate of Fitness to the extent permitted by law) then either party shall be at liberty to terminate and be of no further effect and none this Agreement by notice in writing to the Vendor whereupon the Vendor shall within seven (7) days of the Parties shall have any claims against said notice of termination refund all monies (if any) paid by the other Parties for costs, damages, compensation or otherwise, save for any antecedent breach of Purchaser pursuant to the terms of this Agreement free of interest and thereafter this Agreement shall be terminated and be 01no further force and effect (save for the costs to be borne by the Company pursuant to Clause 11. 2.3 This Agreement will become unconditional on the date on which the last parties' rights and remedies in respect of the Conditions Precedent will have been duly obtained or fulfilled in accordance with the provisions any antecedent breaches of this Clause 2 (which date is referred to as the “Unconditional Date”Agreement).

Conditional Agreement. 2.1 This Agreement is conditional upon the fulfillment of the following conditions within a period of ninety (90) days from the date of this Agreement or any extended period as agreed by the Parties (“Conditions Precedent”): 2.1.1 The Company shall procure and ensure the passing of the Board and/or if required, the resolution of the Company’s shareholders authorizing the followingupon: (i) the appointment restructuring of the signatory(ies) to sign this Agreement Company and Dharma Polimetal in accordance with the implementation provisions of this Agreement (including the allotment and issue of the Subscription Ordinary Shares to the Investor as set out in this Agreement);Clause 3; and (ii) the allotment receipt by the Company, the Everest and issue Jenn▇▇▇▇ ▇▇▇pany, Dharma Polimetal and Grah▇▇-▇▇▇ld, respectively, of all material approvals, permits and licences from the Subscription Shares Relevant Authorities necessary for the Company, the Everest and Jenn▇▇▇▇ ▇▇▇pany, Dharma Polimetal and Grah▇▇-▇▇▇ld each to carry on its business and perform the Investor on the terms and conditions of this Agreementobligations as contemplated herein; (iii) the registration Board approval of the Investor in the register of members of the Company as the holder of the Subscription Shares on the terms and conditions of this Agreementtransaction contemplated herein; (iv) the affixing approval of the common seal unto the share certificates representing the Subscription Shares and the issue of the corresponding share certificates to the Investor; 2.1.2 the signature by all parties thereto shareholders of each of Dharma Polimetal, the following agreements, including any amendments or supplements thereof: (i) a shareholders’ agreement in respect Everest and Jenn▇▇▇▇ ▇▇▇pany and/or the Company pursuant to the Articles of the Company; (ii) a put option agreement between the Shareholder (as grantor) Association of each and the Investor (as option holder); (iii) a call option agreement between the Investor (as grantor) and the Shareholder (as option holder)Law No. 1 of 1995 on Limited Liability Companies; and 2.1.3 (v) the Company having executed mutual written agreement of the employment contracts for its key management personnel Parties in regard to the level of shareholding of each in the form Everest and substance acceptable Jenn▇▇▇▇ ▇▇▇pany after it has been restructed and the Purchase Price to be paid by the Investor. 2.1.4 Company, or the legalEverest and Jenn▇▇▇▇ ▇▇▇pany as the case may be, technical and financial due diligence on for the Company duly completed and its findings being satisfactory to the InvestorWheelchair Assets. 2.2 In If the conditions specified in Clause 2.1 are not fulfilled or waived in writing within six (6) months of the date hereof (or by such later date as the Parties may agree in writing, in the event that any of the Conditions Precedent are not obtained Parties in good faith agree on an alternative approach or fulfilled on or before approaches to the expiry of 90 days after transactions contemplated hereby which shall have essentially the date of this Agreement, same economic effect) then this Agreement shallshall ipso facto cease and determine, at the option of the Investor, terminate and be of no further effect and none neither of the Parties shall have any claims claim against the other Parties for costs, damages, compensation or otherwise, save except that Grah▇▇-▇▇▇ld shall be entitled to be reimbursed by Dharma Polimetal within 10 (ten) days from the date this Agreement was determined by Grah▇▇-▇▇▇ld for all monies which it has advanced, plus any antecedent breach outstanding interest thereon, to Dharma Polimetal pursuant to this Agreement without any deduction or set off whatsoever. 2.3 On or before 20 February 1998, in advance of the conditions set out herein being satisfied and the approval of the shareholders, Directors and Commissioners of Dharma Polimetal and the Company respectively and the Relevant Authorities, Grah▇▇-▇▇▇ld shall advance to Dharma Polimetal US$ 3,500,000 (three million five hundred United States Dollars) against the future assignment and transfer of the Wheelchair Assets by Dharma Polimetal to the Company, by way of deposit for the Purchase Price of a direct interest in the shareholding of the Company after that Company has acquired the Wheelchair Assets (the "Advance"). 2.4 The Purchase Price of the Wheelchair Assets shall be calculated as soon as practicable on terms and conditions to be agreed between the Parties in writing, which shall include consideration of the net book value of the Wheelchair Assets which shall be determined based on the latest December 1997 year-end audited balance sheet of Dharma Polimetal, subject to adjustment based upon the audited balance sheet of Dharma Polimetal as at 31 June 1998 and subject to adjustment based upon such verification procedures as Grah▇▇-▇▇▇ld may reasonably determine. 2.5 Dharma Polimetal's obligation to sell all of the Wheelchair Assets and the reimbursement of the Advance pursuant to this Clause 2, shall be secured to Grah▇▇-▇▇▇ld by Joppy and Iwan's pledge to Grah▇▇-▇▇▇ld all of their shares in Dharma Polimetal pursuant to a pledge agreement in customary form and otherwise to be agreed by the Parties in substantially the same form as attached as Exhibit A or such alternative security as Grah▇▇-▇▇▇ld may reasonably require. 2.6 Dharma Polimetal shall pay to Grah▇▇-▇▇▇ld the sum of US$ 30,000 (thirty thousand United States Dollars) each calendar month commencing from the first monthly anniversary of the date of this Agreement being the 20th (twentieth) day of each month in consideration of the Advance having been made by Grah▇▇-▇▇▇ld (which sum shall be equal to an interest rate of 10.3% per annum of the Advance) until such time as the Advance and the costs any outstanding interest thereon has been repaid in full to be borne by the Company Grah▇▇-▇▇▇ld pursuant to Clause 112.2 or the advance has been applied against the purchase contemplated in Clause 2.4. In the event less than the amount of the Advance is required to match the Purchase Price pursuant to Clause 2.4 then Grah▇▇-▇▇▇ld shall be entitled to be reimbursed the balance and in the event there is a shortfall Grah▇▇-▇▇▇ld shall be required to contribute further funds, proportionate to the interest of Grah▇▇-▇▇▇ld in the Everest and Jenn▇▇▇▇ ▇▇▇pany. 2.3 This 2.7 Dharma Polimetal shall be required to deduct US$ 2.50 (two dollars and fifty United States cents) from each wheelchair billed to Grah▇▇-▇▇▇ld until such time as this Agreement will become unconditional either expires or is terminated commencing from the date of this Agreement. The total reduction on the date on which the last unit price of the Conditions Precedent will have been duly obtained or fulfilled in accordance with the provisions of this Clause 2 (which date is referred to as the “Unconditional Date”each wheelchair shall therefore be US$ 6.50 six dollars and fifty United States cents).

Conditional Agreement. 2.1 This (A) The provisions of this Amendment Agreement is are conditional upon the fulfillment Supplier receiving n(in form and substance satisfactory to the Supplier) from: (i) each Purchaser (as the case may be), certified copies of all actions required to be taken by such Purchaser (as the case may be) to approve this Amendment Agreement and/or the Security Documents and to authorize the persons specified therein to sign this Amendment Agreement and/or the Security Documents and (where applicable) the affixation of the following conditions within corporate seals thereto, and take any action required under or in connection with this Amendment Agreement and/or the Security Documents on such Purchaser's behalf; (ii) AFW Ltd., a period duly executed copy of ninety a further debenture (90in form and substance acceptable to the Supplier) days from which is supplemental to the date of this Agreement or any extended period as agreed Debenture executed by the Parties (“Conditions Precedent”): 2.1.1 The Company shall procure and ensure the passing AFW Ltd. on 31 December 1992 in favour of the Board and/or if requiredSupplier; (iii) the Purchasers or such other party as the Supplier may specify, a duly executed copy or copies of such agreement(s), security document(S) or other document(s) as the Supplier may require, necessary to secure the liabilities and obligations of the Purchasers under the Gold Supply Agreement as so amended; and (iv) from each Purchaser and the Holding Company, the resolution documents referred to in Part II of Schedule 1. (B) The Amendment Agreement is also subject to the Company’s shareholders authorizing further conditions precedent that as at the followingdata hereof: (i) the appointment warranties contained in Clause 13 of the signatory(iesGold Supply Agreement (up-dated mutatis mutandis to the date hereof) are true and correct save that (a) references in such warranties to sign the Gold Supply Agreement shall be construed as references to the Gold Supply Agreement as amended by this Amendment Agreement and (b) references to the implementation accounts and consolidated accounts of this Agreement (including the allotment and issue any of the Subscription Ordinary Shares Purchasers shall refer to the Investor as set out in this Agreement)latest accounts and consolidated accounts delivered to the Supplier by the Purchaser; (ii) the allotment and issue no Event of Default or Potential Event of Default has occurred or will occur as a result of the Subscription Shares to the Investor on the terms and conditions entry into by any Purchaser of this Amendment Agreement;. (iiiC) The above conditions are for the registration protection of the Investor Supplier and may be waived by it in the register of members of the Company as the holder of the Subscription Shares on the terms and conditions of this Agreement; (iv) the affixing of the common seal unto the share certificates representing the Subscription Shares and the issue of the corresponding share certificates to the Investor; 2.1.2 the signature by all parties thereto of each of the following agreements, including any amendments or supplements thereof: (i) a shareholders’ agreement its sole discretion. Any such waiver shall only be effective if in respect of the Company; (ii) a put option agreement between the Shareholder (as grantor) and the Investor (as option holder); (iii) a call option agreement between the Investor (as grantor) and the Shareholder (as option holder); and 2.1.3 the Company having executed the employment contracts for its key management personnel in the form and substance acceptable to the Investorwriting. 2.1.4 the legal, technical and financial due diligence on the Company duly completed and its findings being satisfactory to the Investor. 2.2 In the event that any of the Conditions Precedent are not obtained or fulfilled on or before the expiry of 90 days after the date of this Agreement, then this Agreement shall, at the option of the Investor, terminate and be of no further effect and none of the Parties shall have any claims against the other Parties for costs, damages, compensation or otherwise, save for any antecedent breach of the terms of this Agreement and the costs to be borne by the Company pursuant to Clause 11. 2.3 This Agreement will become unconditional on the date on which the last of the Conditions Precedent will have been duly obtained or fulfilled in accordance with the provisions of this Clause 2 (which date is referred to as the “Unconditional Date”).