Clause 22. 10.1 does not apply to any investment in any Joint Venture (a Permitted Joint Venture) where:
(a) the Joint Venture carries on or will carry on a business similar to that undertaken by the Group as at the date of the investment;
(b) no Default is continuing on the completion of the investment or would occur as a result; and
(c) the aggregate of all Joint Venture Investments of any member or members of the Group does not exceed R50,000,000 (or its equivalent in any other currency) at any time.
Clause 22. 16.1 does not apply to licence arrangements entered into between members of the Group for so long as they remain members of the Group or to licence arrangements entered into on normal commercial terms and in the ordinary course of its business.
Clause 22. Hours of the Industrial Agreement provides -
(1) Practitioners are engaged on a no-fixed hours basis consistent with professional practice and are rostered accordingly.
(2) (a) The ordinary full time professional commitment is an average of 40 hours per week and shall be rostered in accordance with health service needs and may be rostered over less than five days per week.
Clause 22. 27.1 does not apply to any acquisition by the Borrower of shares in MIH in connection with the exercise by any person entitled thereto of the Put Right.
Clause 22. 6.1 shall not apply to any amalgamation, demerger, merger, consolidation or corporate reconstruction, which involves only the Parent, but provided it does not give rise to a Change of Control.
Clause 22. 8.1 above does not apply to an acquisition of a company, of shares, securities or a business or undertaking (or, in each case, any interest in any of them) or the incorporation of a company which is:
(a) a Permitted Acquisition;
(b) a Permitted Transaction; or
(c) Cash Equivalent Investments which comply with the provisions of clause 22.36.5 (Withdrawals).
Clause 22. 16.1 above does not apply to any sale, lease, transfer or other disposal which is:
(a) a Permitted Disposal;
(b) a Permitted Transaction; or
(c) made by the Parent, provided it is not a disposal of the shares held by the Parent in N1C Resources or the loan claims of the Parent against N1C Resources.
Clause 22. 1 does not apply to disclosure or use of any such information as is referred to in clause 22.1:
22.2.1 which is required to be disclosed by law, by a rule of a listing authority or stock exchange (or equivalent thereof) to which any party or its affiliate is subject or submits or by a Government Authority or other authority with relevant powers to which any party or its affiliate is subject or submits, whether or not the requirement has the force of law;
22.2.2 to an adviser for the purposes of advising in connection with the transactions contemplated by this Agreement provided that such disclosure is essential for these purposes and is on the basis that clause 22.1 applies to the disclosure by the adviser;
22.2.3 to a director, officer or employee of the Buyer or of the Seller or of the Seller’s affiliate whose function requires him to have the relevant confidential information;
22.2.4 to the extent that the information has been made public by, or with the consent of, the other party; or
22.2.5 to any of the Seller’s shareholders or to any partner, shareholder, investor, affiliate, investment committee or investment adviser of any of the Seller’s shareholders provided that such disclosure is on the basis that clause 22.1 applies to disclosure to such parties.
Clause 22. 18.1 does not apply to the following (each a Permitted Share Issue):
(a) the issue of shares by an Obligor to another Obligor;
(b) the issue of shares by Holdco;
(c) the issue of shares for cash by a member of the Group to a minority shareholder provided that following the issue of such shares the pro rata shareholding of all shareholders of that member of the Group will remain unchanged;
(d) the issue of shares by a member of the Group to another person as part of a Permitted BEE Transaction, provided such issue does not lead to a Control Event;
(e) an issue of shares for purposes of a refinancing provided that all Loans and other Senior Facility Outstandings are, pursuant to such refinancing, prepaid in full at the same time and the Total Commitments are cancelled and reduced to zero;
(f) any issue of shares by the Borrower to Holdco provided that those shares by their terms (or by the terms of any security into which they may be convertible or for which they may be exchangeable) are not mandatorily redeemable or redeemable at the option of a holder; or
(g) an issue of shares to a person with the express prior consent of the Facility Agent.
Clause 22. 8.1 above does not apply to a solvent winding up or dissolution on terms previously approved in writing by the Agent or to a petition for winding up presented by a creditor which is being contested in good faith and with due diligence and is discharged within fourteen (14) days.
