Conditions Precedent 3 Clause Samples

Conditions Precedent 3. Obligations Subject to Law 3 Section 1.06 Return of Contribution 3

Conditions Precedent 3. 1 Notwithstanding anything to the contrary in the whole of the AGREEMENT contained, it shall be conditional upon the fulfillment of the following conditions 1.1 the INDEMNITY not being withdrawn or varied prior to the CLOSING DATE, when same shall become operative in 1.2 the delivery of the SHARES in negotiable form to the ATTORNEYS to be held by them 'in trust' pending the arrival of the CLOSING DATE, when same shall be released to S&J INV in accordance with clause 9 infra; 2. subject to the arrival of the CLOSING DATE, the written confirmation by DWAF that the DWAF DIRECTIVES shall with effect from the earlier of the CLOSING DATE or 31 October 2005, be amended or re-issued so as to provide that DRD will from such date be substituted by S&J on the basis, however, that any amount payable pursuant to such directives will not result in any duplication insofar as it pertains to S&J - by way of explanation the present DWAF DIRECTIVES are against four parties and that the introduction of S&J shall not be deemed to be, or treated as, a fifth party but as an entity substituting DRD 1.4 the submission of the SCHEME OF ARRANGEMENT, its SANCTION and the arrival of the SANCTION DATE 1.5 written confirmation that the WATER PUMPING AGREEMENT, the cancellation whereof is a condition precedent under the SCHEME OF ARRANGEMENT, shall be so cancelled by the parties thereto prior to the

Conditions Precedent 3. 01 The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent in a manner satisfactory to the Administrative Agent, unless specifically waived in writing by the Administrative Agent: (a) The Administrative Agent shall have received this Amendment duly executed by the Borrower, the Collateral Manager and each Lender. (b) The Administrative Agent shall have received all fees on behalf of itself and the Lenders due and payable as of the date hereof. (c) The Administrative Agent shall have received that certain ▇▇▇▇▇▇▇ and Restated Pricing Side Letter, duly executed and delivered by the Borrower and Collateral Manager. (d) The Administrative Agent shall have received that certain ▇▇▇▇▇▇▇ and Restated Fee Letter, duly executed and delivered by the Borrower. (e) The Administrative Agent shall have received a secretary’s certificate of each Loan Party (i) that includes a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, manager(s) or member(s) of such Loan Party, as applicable, authorizing (A) the execution, delivery and performance of this Amendment and the other Transaction Documents executed in connection herewith to which it is a party, and (B) the borrowings contemplated thereunder, and a certification that such resolutions have not been amended, modified, revoked or rescinded, (ii) that includes a copy of the Governing Documents of such Loan Party and a certification that, except as disclosed therein, there has not been any amendment, modification or supplement to such Governing Documents, (iii) that includes a certification as to the incumbency and signature of the officers of such Loan Party executing any Transaction Document and (iv) that includes certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of such Loan Party (A) in the jurisdiction of its organization and (B) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person to the extent such concept exists in such jurisdiction and except, as to this subclause (B), where the failure to so qualify could not be reasonably (f) The Administrative Agent shall have received the executed legal opinions of (i) Milbank LLP, counsel to the Loan Parties, covering (A) authority of the Borrower, (B) enforceability of this Agree...

Conditions Precedent 3. 1 Conditions This Agreement (other than this clause and clauses 1,19, 23,24, 25, 26, 27 and 28) is subject to and conditional upon the following: (a) the Board of Directors of each of the Seller and Buyer approving this Agreement; (b) the acquisition by the Seller of land within ▇▇▇▇▇▇ Estate for the location of the Treatment Plant; (c) the Seller obtaining the Planning Approval; (d) the Seller obtaining the Pipeline Licence; (e) the Seller obtaining the Production Licence; (f) the Seller entering into agreements with all relevant native title parties and Aboriginal people representative bodies or groups as may be required under the Native Title Act and the Aboriginal Lands Act to: (i) allow the grant of the Pipeline Licence and the Production Licence; and (ii) secure access to and use of the pipeline corridor for the Connection Pipeline and the Export Pipeline; (g) the Seller obtaining the Environmental Authorities; and (h) the Seller obtaining financing for the construction of the Upstream Facilities in an amount and on terms acceptable to the Seller.

Conditions Precedent 3. 1 This Agreement is subject to the fulfilment of the following Conditions Precedent which may occur concurrently with consummation of this Agreement - 3. 1.1 the conclusion of the Subscription Agreement and the due fulfilment of the Conditions Precedent contained therein; 3. 1.2 the conclusion of an agreement ("the SVI Subscription Agreement") between SVI and the Company relating to the SVI shares for which the Company is to subscribe as contemplated in the Share Swap Agreement in a form satisfactory to SVI in its reasonable discretion; 3. 1.3 the written approval of the Johannesburg Stock Exchange having been obtained, insofar as may be necessary, for the transactions referred to in this Agreement and relevant transactions and documentation flowing therefrom;

Conditions Precedent 3. 1 The whole of this agreement (with the exception of clauses 1, 2, 3, 6,15,16, 17, 18 and 19 by which the parties shall nevertheless be bound) is subject to the following conditions precedent: 3.1.1 The casino licence being granted and irrevocable debt financing undertakings given by funders for the required amount set out in the license application on terms and conditions reasonably satisfactory to Century SA, Bidco and Caledon Group and all the suspensive conditions to which such licence is subject being fulfilled;

Conditions Precedent 3