Common use of Conditions Precedent to Completion Clause in Contracts

Conditions Precedent to Completion. 4.1 The obligation of the Purchaser to complete the purchase of the Sale Shares and the Note at Completion is subject to the fulfillment, prior to or simultaneously with Completion, of the following conditions, any one or more of which may be waived in writing by the Purchaser; provided, however, that the conditions set forth in Sections 4.1(d) and 4.1(e) shall not be waived: (a) the representations and warranties of the Seller remaining true and correct on the Completion Date as provided in Section 6; (b) the Seller having performed and complied in all material respects with all of its agreements and obligations contained in this Agreement that are required to be performed or complied with by it on or before Completion; (c) the Seller having obtained the Seller Shareholders’ Approval; (d) the Purchaser having obtained the Purchaser Shareholders’ Approval; and (e) there being no Governmental Authority or other Person that has (i) instituted or threatened any legal, arbitral or administrative proceedings or inquiry against the Purchaser to restrain, prohibit or otherwise challenge the transactions contemplated under this Agreement; or (ii) proposed or enacted any statute, regulation or policy which would prohibit, materially restrict or delay the implementation of the transactions contemplated hereunder. 4.2 The obligation of the Seller to complete the sale of the Sale Shares and the Note at Completion is subject to the fulfillment, prior to or simultaneously with Completion, of the following conditions, any one or more of which may be waived in writing by the Seller; provided, however, that the conditions set forth in Sections 4.2(c) and 4.2(e) shall not be waived: (a) the representations and warranties of the Purchaser remaining true and correct on the Completion Date as provided in Section 6; (b) the Purchaser having performed and complied in all material respects with all of its agreements and obligations contained in this Agreement that are required to be performed or complied with by it on or before Completion; (c) the Seller having obtained the Seller Shareholders’ Approval; (d) the Purchaser having obtained the Purchaser Shareholders’ Approval; and (e) there being no Governmental Authority or other Person that has (i) instituted or threatened any legal, arbitral or administrative proceedings or inquiry against the Seller to restrain, prohibit or otherwise challenge the transactions contemplated under this Agreement; or (ii) proposed or enacted any statute, regulation or policy which would prohibit, materially restrict or delay the implementation of the transactions contemplated hereunder.

Conditions Precedent to Completion. 4.1 The obligation Completion of this Agreement is conditional upon (and accordingly the ownership of the Sale Shares shall not pass until) the fulfilment and satisfaction of all of the conditions set forth below: (i) Relevant board and shareholder resolutions, if required, of the Vendor and the Company; in respect of entering into, execution and performance of this Agreement (ii) The receipt of the consents and permissions of the Lenders, in form and substance satisfactory to the Purchaser and without any amendment to complete the terms of any existing loan to the Company other than those agreed to by the Purchaser, for the sale and purchase of the Sale Shares and the Note at Completion is subject consummation of the transactions contemplated in this Agreement. (iii) The delivery by the Vendor to the fulfillment, prior to or simultaneously with Completion, of the following conditions, any one or more of which may be waived in writing by the Purchaser; provided, however, that the conditions set forth in Sections 4.1(d) and 4.1(e) shall not be waivedPurchaser of: (a) a certificate of the Board specifying any and all liability of the Company to the Lenders as of the Completion Date; (b) written notices, in form and substance satisfactory to the Purchaser in its sole discretion, from each Vendor Nominee Director resigning from directorship of the Company and confirming that such director has no outstanding claims, whether for remuneration or otherwise, against the Company as at the date of such resignation; (c) evidence to the satisfaction of the Purchaser in its sole discretion that the Vendor together with its nominees are the legal and beneficial owner of the entire 100% issued and outstanding equity share capital of the Company and that there is no restriction on the transferability of the Sale shares to the Purchaser; (d) evidence to the satisfaction of the Purchaser in its sole discretion of the discharge or termination by the Vendor or the Company of any Encumbrances on the Sale Shares, other than any Encumbrances specified in Schedule 1; and (iv) All representations and warranties of the Seller remaining Vendors, being true and correct accurate on the Completion Date as provided in Section 6; (b) the Seller having performed and complied in all material respects with all date of its agreements and obligations contained in this Agreement that are required to be performed or complied with by it on or before Completion; (cv) the Seller having obtained the Seller Shareholders’ Approval; (d) the Purchaser having obtained the Purchaser Shareholders’ Approval; and (e) there being no Governmental Authority or other Person that has (i) instituted or threatened any legal, arbitral or administrative proceedings or inquiry against the Purchaser to restrain, prohibit or otherwise challenge the transactions contemplated under this Agreement; or (ii) proposed or enacted any statute, regulation or policy which would prohibit, materially restrict or delay the implementation of the transactions contemplated hereunder. 4.2 The obligation of the Seller to complete the sale dematerialization of the Sale Shares and the Note at Completion is subject Vendor having a demat account to transfer the Sale Shares to the fulfillment, prior to or simultaneously with Completion, Purchaser in dematerialized form; (vi) Resolution of the following conditions, any one or more board of which may be waived in writing by the Seller; provided, however, that the conditions set forth in Sections 4.2(c) and 4.2(e) shall not be waived: (a) the representations and warranties directors of the Purchaser remaining true in respect of entering into, execution and correct on the Completion Date as provided in Section 6performance of this Agreement; (bvii) No Law, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Authority that prohibits, restricts or makes illegal the Purchaser having performed and complied in all material respects with all consummation of its agreements and obligations contained in the transactions contemplated by this Agreement that are required to be performed or complied with by it on or before Completion; (c) the Seller having obtained the Seller Shareholders’ Approval; (d) the Purchaser having obtained the Purchaser Shareholders’ ApprovalAgreement; and (eviii) Since the date hereof, there being shall have occurred no Governmental Authority event, condition, practice or other Person that matter or occurrence of any event which has (i) instituted had or threatened which could reasonably be expected to have a Material Adverse Effect and there shall have been no discovery of any legalsuch event, arbitral condition, practice, matter or administrative proceedings or inquiry against the Seller to restrain, prohibit or otherwise challenge the transactions contemplated under this Agreement; or (ii) proposed or enacted any statute, regulation or policy which would prohibit, materially restrict or delay the implementation of the transactions contemplated hereunderoccurrence.

Conditions Precedent to Completion. 4.1 The obligation of the Purchaser to complete the purchase of the Sale Shares and the Note Notes at Completion is subject to the fulfillment, prior to or simultaneously with Completion, of the following conditions, any one or more of which may be waived in writing by the Purchaser; provided, however, that the conditions set forth in Sections 4.1(d4.1(c) and 4.1(e4.1(d) shall not be waived: (a) the representations and warranties of the Seller remaining true and correct on the Completion Date as provided in Section 6; (b) the Seller having performed and complied in all material respects with all of its agreements and obligations contained in this Agreement that are required to be performed or complied with by it on or before Completion; (c) the Seller having obtained the Seller Shareholders’ Approval; (d) the Purchaser having obtained the Purchaser Shareholders’ ' Approval; and (ed) there being no Governmental Authority or other Person that has (i) instituted or threatened any legal, arbitral or administrative proceedings or inquiry against the Purchaser to restrain, prohibit or otherwise challenge the transactions contemplated under this Agreement; or (ii) proposed or enacted any statute, regulation or policy which would prohibit, materially restrict or delay the implementation of the transactions contemplated hereunder. 4.2 The obligation Purchaser shall proceed to seek the Purchaser Shareholders' Approval as soon as practicable and shall use reasonable best efforts to hold an extraordinary general meeting in relation to the Purchaser Shareholders' Approval not later than August 31, 2015 (such date, or September 30, 2015 if extended pursuant to the terms of this Section 4.2, the "Approval Deadline"). The Purchaser shall use its reasonable best efforts to cause the Purchaser Shareholders' Approval to be considered independently of, and at a separate shareholders' meeting from, any shareholders' vote on matters relating to the Acquisition. If, notwithstanding such reasonable best efforts, relevant Governmental Authorities require that the Purchaser Shareholders' Approval be considered at the same shareholders' meeting with matters in relation to the Acquisition, then the Approval Deadline will be extended to September 30, 2015. 4.3 Notwithstanding the provisions of Section 4.2, the Parties agree that if the Purchaser shall have delivered notice to convene the extraordinary general meeting but such extraordinary general meeting is not held before the Approval Deadline, the Seller to complete the sale of the Sale Shares and the Note at Completion is subject to the fulfillment, prior to or simultaneously with Completion, of the following conditions, any one or more of which may be waived in writing by the Seller; provided, however, that the conditions set forth in Sections 4.2(c) and 4.2(e) shall not be waived: (a) the representations and warranties of the Purchaser remaining true and correct on the Completion Date as provided in Section 6; (b) the Purchaser having performed and complied in all material respects with all of its agreements and obligations contained in entitled to terminate this Agreement that are required pursuant to be performed or complied with by it on or before Completion; Section 3.3 provided such extraordinary general meeting is convened within fourteen (c14) days after the Seller having obtained Approval Deadline (the Seller Shareholders’ Approval; (d) the Purchaser having obtained the Purchaser Shareholders’ Approval; and (e) there being no Governmental Authority or other Person that has (i) instituted or threatened any legal, arbitral or administrative proceedings or inquiry against the Seller to restrain, prohibit or otherwise challenge the transactions contemplated under this Agreement; or (ii) proposed or enacted any statute, regulation or policy which would prohibit, materially restrict or delay the implementation of the transactions contemplated hereunder"Grace Period").

Conditions Precedent to Completion. 4.1 3.1 The obligation of the Purchaser to complete purchase the purchase of the Sale Vendor's AMC Shares and the Note at Completion is subject to the fulfillment, by the Vendor prior to or simultaneously with Completionon the Completion Date (or at the time specified below), of the following conditions, any one or more of which may be waived in writing by the Purchaser; provided, however, that the conditions set forth in Sections 4.1(d) and 4.1(e) shall not be waived: (a) the representations Vendor's AMC Shares are converted into electronic form and warranties of dematerialized and sufficient evidence have been produced from the Seller remaining true and correct on the Completion Date as provided depository in Section 6that regards; (b) a letter from the Seller having performed and complied Depository to the effect that the depository shall, upon receiving irrevocable instructions from the vendor, transfer the shares standing in all material respects with all the name of its agreements and obligations contained in this Agreement that are required the Vendor to be performed or complied with by it on or before Completionthe name of the Purchaser; (c) Subject to the Seller having obtained Disclosure Letter the Seller Shareholders’ ApprovalVendor's Warranties remaining true and correct in all material respects on the Completion; (d) confirmation from the Purchaser having obtained Vendor that the Purchaser Shareholders’ Approval; andShareholders Agreement has been duly terminated and that there are no surviving obligations or rights there under; (e) there being having been, since the date of this Agreement: (i) no material adverse change in the operations, financial position of the AMC and its Subsidiary or the Fund whether arising out of additional disclosure notified to the Purchaser or not; or (ii) no receipt of any notice of any action or investigation by any Governmental Authority or other any Person which would restrain, prohibit or otherwise challenge the Transaction; (f) there being no order of any Governmental Authority, or Court since the date of this Agreement that has (i) has, as against the AMC or the Trustee Company as the case may be, been instituted or threatened any legal, arbitral action or administrative proceedings or inquiry against the Purchaser investigation to restrain, prohibit or otherwise challenge the transactions contemplated under this Agreement; or (ii) proposed or enacted any statute, regulation or policy which would prohibit, materially restrict or delay the implementation of the transactions contemplated hereunder. 4.2 The obligation of the Seller to complete the sale of the Sale Shares and the Note at Completion is subject to the fulfillment, prior to or simultaneously with Completion, of the following conditions, any one or more of which may be waived in writing by the Seller; provided, however, that the conditions set forth in Sections 4.2(c) and 4.2(e) shall not be waived: (a) the representations and warranties of the Purchaser remaining true and correct on the Completion Date as provided in Section 6Transaction been taken; (b) the Purchaser having performed and complied in all material respects with all of its agreements and obligations contained in this Agreement that are required to be performed or complied with by it on or before Completion; (c) the Seller having obtained the Seller Shareholders’ Approval; (d) the Purchaser having obtained the Purchaser Shareholders’ Approval; and (e) there being no Governmental Authority or other Person that has (i) instituted or threatened any legal, arbitral or administrative proceedings or inquiry against the Seller to restrain, prohibit or otherwise challenge the transactions contemplated under this Agreement; or (ii) proposed or enacted any statute, regulation or policy which would prohibit, materially restrict or delay the implementation of the transactions contemplated hereunder.

Conditions Precedent to Completion. 4.1 3.1 The obligation of the Purchaser to complete purchase the purchase of the Sale Vendors' AMC Shares and the Note at Completion is subject to the fulfillmentfulfilment, by the Employee Shareholders Vendors prior to or simultaneously with Completionon the Completion Date (or at the time specified below), of the following conditions, any one or more of which may be waived in writing by the Purchaser; provided, however, that the conditions set forth in Sections 4.1(d) and 4.1(e) shall not be waived: (a) the representations Vendors' AMC Shares are converted into electronic form and warranties of dematerialized and sufficient evidence have been produced from the Seller remaining true and correct on the Completion Date as provided depository in Section 6that regards; (b) delivery by the Seller having performed and complied Employee Shareholders to the Purchasers, signed irrevocable instructions directing the depository to transfer the Vendors AMC Shares in all material respects with all to the depository account of its agreements and obligations contained in this Agreement that are required to be performed or complied with by it on or before Completionthe Purchaser Vendors; (c) delivery by the Seller having obtained Trustee Shareholder to the Seller Shareholders’ Approval;nominee of the Purchaser, the Trustee Company Shares together with the share transfer forms executed by the Trustee Shareholders in favour of the Purchaser together with the requisite corporate approvals and other proceedings (d) subject to the Purchaser having obtained Disclosure Letter the Purchaser Shareholders’ Approval; andVendors' Warranties remaining true and correct in all material respects on the Completion; (e) there being having been, since the date of this Agreement: (i) nomaterial adverse change in the operations, financial position of the AMC and its Subsidiary or the Fund whether arising out of additional disclosure notified to the Purchaser or not; or (ii) no receipt of any notice of any action or investigation by any Governmental Authority or other any Person which would restrain, prohibit or otherwise challenge the Transaction; (f) there being no order of any Governmental Authority, or Court since the date of this Agreement that has, as against the AMC or the Trustee Company as the case may be, which has (i) been instituted or threatened any legal, arbitral action or administrative proceedings or inquiry against the Purchaser investigation to restrain, prohibit or otherwise challenge the transactions contemplated under this Agreement; or (ii) proposed or enacted any statute, regulation or policy which would prohibit, materially restrict or delay the implementation of the transactions contemplated hereunder. 4.2 The obligation of the Seller to complete the sale of the Sale Shares and the Note at Completion is subject to the fulfillment, prior to or simultaneously with Completion, of the following conditions, any one or more of which may be waived in writing by the Seller; provided, however, that the conditions set forth in Sections 4.2(c) and 4.2(e) shall not be waived: (a) the representations and warranties of the Purchaser remaining true and correct on the Completion Date as provided in Section 6Transaction been taken; (b) the Purchaser having performed and complied in all material respects with all of its agreements and obligations contained in this Agreement that are required to be performed or complied with by it on or before Completion; (c) the Seller having obtained the Seller Shareholders’ Approval; (d) the Purchaser having obtained the Purchaser Shareholders’ Approval; and (e) there being no Governmental Authority or other Person that has (i) instituted or threatened any legal, arbitral or administrative proceedings or inquiry against the Seller to restrain, prohibit or otherwise challenge the transactions contemplated under this Agreement; or (ii) proposed or enacted any statute, regulation or policy which would prohibit, materially restrict or delay the implementation of the transactions contemplated hereunder.

Conditions Precedent to Completion. 4.1 Conditions Precedent to Obligation of the Purchaser --------------------------------------------------- 5.01 The obligation of the Purchaser to complete carry out the purchase terms and conditions of the Sale Shares and the Note at Completion this Agreement is subject to and conditional upon the fulfillment, prior to on or simultaneously with Completion, before the Completion Date of the following conditions, any one or more of which may be waived in writing by the Purchaser; provided, however, that the conditions set forth in Sections 4.1(d) and 4.1(e) shall not be waived:; (a) the representations and warranties of the Seller remaining Vendors and the Company set out in Article 3 shall be true and correct on at and as of the Completion Date as provided in Section 6if such representations and warranties were made at and as of the Completion Date; (b) the Seller having Vendors shall have performed and complied in all material respects with all of its agreements agreements, covenants and obligations contained in conditions required by this Agreement that are required to be performed or complied with by it the Vendors on or before Completion; (c) the Seller having obtained the Seller Shareholders’ Approval; (d) the Purchaser having obtained the Purchaser Shareholders’ ApprovalCompletion Date; and (e) there being no Governmental Authority or other Person that has (i) instituted or threatened any legal, arbitral or administrative proceedings or inquiry against 5.02 the obligation of the Purchaser to restraincarry out the terms and conditions of this Agreement is subject to and conditional upon the fulfillment, prohibit on or otherwise challenge before June 12th,2001of completion of a due diligence review of the Company satisfactory to the Purchaser. 5.03 The conditions described in section 5.01 and 5.02 are conditions only to the Purchaser being required to complete the transactions contemplated under by this Agreement; Agreement and are not conditions to the existence of a binding agreement. If the conditions described in section 5.01 and 5.02 have not been satisfied or (ii) proposed waived at or enacted any statuteprior to the Completion Date, regulation or policy which would prohibit, materially restrict or delay the implementation Purchaser may elect not to complete. 5.04 All of the transactions contemplated hereunder.conditions precedent set out in section 5.01 and 5.02 are for the sole and exclusive benefit of the Purchaser and may be waived, in whole or in part, by notice in writing to the Vendors. Subject to section 7.02, all such conditions precedent shall merge in the closing documents on Closing. Conditions Precedent to Obligation of the Vendors ------------------------------------------------- 4.2 5.05 The obligation of the Seller Vendors to complete carry out the sale terms and conditions of the Sale Shares and the Note at Completion this Agreement is subject to and conditional upon the fulfillment, prior to on or simultaneously with Completion, of the following conditions, any one or more of which may be waived in writing by the Seller; provided, however, that the conditions set forth in Sections 4.2(c) and 4.2(e) shall not be waived: (a) the representations and warranties of the Purchaser remaining true and correct on before the Completion Date as provided in Section 6; (b) of the Purchaser having performed and complied in all material respects with all of its agreements agreements, covenants and obligations contained in conditions required by this Agreement that are required to be performed or complied with by it the Purchaser on or before Completionthe Completion Date. 5.06 the conditions described in section 5.05 are conditions only to the Vendors being required to complete the transactions contemplated by this Agreement and are not conditions to the existence of a binding agreement. If such conditions have not been satisfied or waived at or prior to the Completion Date, the Vendors may elect not to complete. 5.07 the conditions precedent set out in section 5.05 are for the sole and exclusive benefit of the Vendors and may be waived, in whole or in part, by notice in writing to the Purchaser. Subject to section 7.02, all such conditions precedent shall merge in the closing documents on Closing. 5.08 the Vendors covenant and agree as follows: (a) to vote in favor of all resolutions placed before shareholders of the Company, which are contemplated hereunder; (cb) to provide full access to the Seller having obtained books, records and property of the Seller Shareholders’ Approval; (d) Company and to cooperate and provide assistance to the Purchaser having obtained the Purchaser Shareholders’ Approval; and (e) there being no Governmental Authority or other Person that has (i) instituted or threatened any legal, arbitral or administrative proceedings or inquiry against the Seller to restrain, prohibit or otherwise challenge the transactions contemplated under this Agreement; or (ii) proposed or enacted any statute, regulation or policy which would prohibit, materially restrict or delay the implementation in connection with all filings with and approvals required as a result of the transactions contemplated hereunder; and (c) not to do or cause to be done anything outside the ordinary course of business of the Company and to not purchase any assets or properties, which collectively exceed a value of $10,000. 5.09 the Purchaser covenants and agrees to maintain confidentiality with respect to the business and affairs of the Company resulting from the review by the Purchaser of the books and records of the Company.

Conditions Precedent to Completion. 4.1 3.1 The obligation of the Purchaser to complete purchase the purchase of the Sale Vendor's AMC Shares and the Note at Completion is subject to the fulfillment, by the Vendor prior to or simultaneously with Completionon the Completion Date (or at the time specified below), of the following conditions, any one or more of which may be waived in writing by the Purchaser; provided, however, that the conditions set forth in Sections 4.1(d) and 4.1(e) shall not be waived: (a) the representations Vendor's AMC Shares are converted into electronic form and warranties of dematerialized and sufficient evidence have been produced from the Seller remaining true and correct on the Completion Date as provided depository in Section 6that regards; (b) a letter from the Seller having performed and complied Depository to the effect that the depository shall, upon receiving irrevocable instructions from the vendor, transfer the shares standing in all material respects with all the name of its agreements and obligations contained in this Agreement that are required the Vendor to be performed or complied with by it on or before Completionthe name of the Purchaser; (c) Subject to the Seller having obtained Disclosure Letter the Seller Shareholders’ ApprovalVendor's Warranties remaining true and correct in all material respects on the Completion; (d) confirmation from the Purchaser having obtained Vendor that the Purchaser Shareholders’ Approval; andShareholders Agreement has been duly terminated and that there are no surviving obligations or rights there under; (e) there being having been, since the date of this Agreement: (i) nomaterial adverse change in the operations, financial position of the AMC and its Subsidiary or the Fund whether arising out of additional disclosure notified to the Purchaser or not; or (ii) no receipt of any notice of any action or investigation by any Governmental Authority or other any Person which would restrain, prohibit or otherwise challenge the Transaction; (f) there being no order of any Governmental Authority, or Court since the date of this Agreement that has (i) has, as against the AMC or the Trustee Company as the case may be, been instituted or threatened any legal, arbitral action or administrative proceedings or inquiry against the Purchaser investigation to restrain, prohibit or otherwise challenge the transactions contemplated under this Agreement; or (ii) proposed or enacted any statute, regulation or policy which would prohibit, materially restrict or delay the implementation of the transactions contemplated hereunder. 4.2 The obligation of the Seller to complete the sale of the Sale Shares and the Note at Completion is subject to the fulfillment, prior to or simultaneously with Completion, of the following conditions, any one or more of which may be waived in writing by the Seller; provided, however, that the conditions set forth in Sections 4.2(c) and 4.2(e) shall not be waived: (a) the representations and warranties of the Purchaser remaining true and correct on the Completion Date as provided in Section 6Transaction been taken; (b) the Purchaser having performed and complied in all material respects with all of its agreements and obligations contained in this Agreement that are required to be performed or complied with by it on or before Completion; (c) the Seller having obtained the Seller Shareholders’ Approval; (d) the Purchaser having obtained the Purchaser Shareholders’ Approval; and (e) there being no Governmental Authority or other Person that has (i) instituted or threatened any legal, arbitral or administrative proceedings or inquiry against the Seller to restrain, prohibit or otherwise challenge the transactions contemplated under this Agreement; or (ii) proposed or enacted any statute, regulation or policy which would prohibit, materially restrict or delay the implementation of the transactions contemplated hereunder.

Conditions Precedent to Completion. 4.1 The obligation Completion of this Agreement is conditional upon (and accordingly the ownership of the Sale Shares shall not pass until) the fulfilment and satisfaction of all of the conditions set forth below: (i) ETHL and CGL each providing the Purchaser, on or before payment of the Additional Deposit, with a pledge of shares and ETHL providing the Purchaser with a pledge of 100% of the preference shares it holds in BPL Com, in the format attached as Schedule 5, such pledges to complete secure the performance of the Vendors’ obligations under the terms of this Agreement; (ii) ETHL procuring at least 75% of the shareholders of BPL Com, on or before payment of the Additional Deposit, with a pledge of shares in the format attached as Schedule 6, to secure the performance of the Vendors’ obligations under the terms of this Agreement; (iii) receipt of regulatory and other approvals as necessary including but not limited to the approval of the DoT for the intra circle acquisition of the Company on terms satisfactory to the Purchaser; (iv) Relevant board and shareholder resolutions, if required, of the Vendors and the Company; in respect of entering into, execution and performance of this Agreement; (v) The receipt of the consents and permissions of the Lenders, in form and substance satisfactory to the Purchaser and without any adverse amendment to the terms of any existing loan to the Company other than those agreed to by the Purchaser, for the sale and purchase of the Sale Shares and the Note at Completion is subject consummation of the transactions contemplated in this Agreement; (vi) The delivery by the Vendors to the fulfillment, prior to or simultaneously with Completion, of the following conditions, any one or more of which may be waived in writing by the Purchaser; provided, however, that the conditions set forth in Sections 4.1(d) and 4.1(e) shall not be waivedPurchaser of: (a) a certificate of the Board specifying any and all liability of the Company to the Lenders or to any Governmental Authority as of the Completion Date; (b) written notices, in form and substance satisfactory to the Purchaser in its sole discretion, from each Vendor Nominee Director resigning from directorship of the Company and confirming that such director has no outstanding claims, whether for remuneration or otherwise, against the Company as at the date of such resignation; (c) evidence to the satisfaction of the Purchaser in its sole discretion that the Vendors together with their nominees are the legal and beneficial owner of the entire 100% issued and outstanding equity share capital of the Company other than the KSIDC Shares and that there is no restriction on the transferability of the Sale Shares to the Purchaser; (d) evidence to the satisfaction of the Purchaser in its sole discretion of the discharge or termination by the Vendors or the Company of any Encumbrances on the Sale Shares, including a certificate from the Depository Participant other than any Encumbrances specified in Schedule 1; and (vii) All representations and warranties of the Seller remaining Vendors, being true and correct accurate on the Completion Date as provided in Section 6; (b) the Seller having performed and complied in all material respects with all date of its agreements and obligations contained in this Agreement that are required to be performed or complied with by it on or before Completion; (cviii) the Seller having obtained the Seller Shareholders’ Approval; (d) the Purchaser having obtained the Purchaser Shareholders’ Approval; and (e) there being no Governmental Authority or other Person that has (i) instituted or threatened any legal, arbitral or administrative proceedings or inquiry against the Purchaser to restrain, prohibit or otherwise challenge the transactions contemplated under this Agreement; or (ii) proposed or enacted any statute, regulation or policy which would prohibit, materially restrict or delay the implementation of the transactions contemplated hereunder. 4.2 The obligation of the Seller to complete the sale dematerialization of the Sale Shares and the Note at Completion is subject Vendors having a demat account to transfer the Sale Shares to the fulfillment, prior to or simultaneously with Completion, Purchaser in dematerialized form; (ix) Resolution of the following conditions, any one or more board of which may be waived in writing by the Seller; provided, however, that the conditions set forth in Sections 4.2(c) and 4.2(e) shall not be waived: (a) the representations and warranties directors of the Purchaser remaining true in respect of entering into, execution and correct on the Completion Date as provided in Section 6performance of this Agreement; (bx) CGL providing to the Purchaser having performed and complied all necessary documents (including but not limited to signed copies of Form FC-TRS, in all material respects with all quadruplicate, valuation certificates from the chartered accountant, tax clearance certificates from Income Tax Authorities, consent letters as may be required copies of its agreements and obligations contained in this Agreement that are prior approvals of the Reserve Bank of India and/or Government of India) required to be performed or complied filed with the Authorised Dealer for the purpose of transfer of the Shares held by it on or before CompletionCGL in the Company to the Purchaser; (cxi) No Law, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Authority that prohibits, restricts or makes illegal the Seller having obtained consummation of the Seller Shareholders’ Approval; (d) the Purchaser having obtained the Purchaser Shareholders’ Approvaltransactions contemplated by this Agreement; and (exii) Since the date hereof, there being shall have occurred no Governmental Authority event, condition, practice or other Person that matter or occurrence of any event which has (i) instituted had or threatened which could reasonably be expected to have a Material Adverse Effect and there shall have been no discovery of any legalsuch event, arbitral condition, practice, matter or administrative proceedings or inquiry against the Seller to restrain, prohibit or otherwise challenge the transactions contemplated under this Agreement; or (ii) proposed or enacted any statute, regulation or policy which would prohibit, materially restrict or delay the implementation of the transactions contemplated hereunderoccurrence.

Conditions Precedent to Completion. 4.1 The obligation of the Purchaser to complete the purchase of the Sale Shares and the Note Notes at Completion is subject to the fulfillment, prior to or simultaneously with Completion, of the following conditions, any one or more of which may be waived in writing by the Purchaser; provided, however, that the conditions set forth in Sections 4.1(d4.1(c) and 4.1(e4.1(d) shall not be waived: (a) the representations and warranties of the Seller remaining true and correct on the Completion Date as provided in Section 6; (b) the Seller having performed and complied in all material respects with all of its agreements and obligations contained in this Agreement that are required to be performed or complied with by it on or before Completion; (c) the Seller having obtained the Seller Shareholders’ Approval; (d) the Purchaser having obtained the Purchaser Shareholders’ Approval; and (ed) there being no Governmental Authority or other Person that has (i) instituted or threatened any legal, arbitral or administrative proceedings or inquiry against the Purchaser to restrain, prohibit or otherwise challenge the transactions contemplated under this Agreement; or (ii) proposed or enacted any statute, regulation or policy which would prohibit, materially restrict or delay the implementation of the transactions contemplated hereunder. 4.2 The obligation of the Seller Purchaser shall proceed to complete the sale of the Sale Shares and the Note at Completion is subject to the fulfillment, prior to or simultaneously with Completion, of the following conditions, any one or more of which may be waived in writing by the Seller; provided, however, that the conditions set forth in Sections 4.2(c) and 4.2(e) shall not be waived: (a) the representations and warranties of the Purchaser remaining true and correct on the Completion Date as provided in Section 6; (b) the Purchaser having performed and complied in all material respects with all of its agreements and obligations contained in this Agreement that are required to be performed or complied with by it on or before Completion; (c) the Seller having obtained the Seller Shareholders’ Approval; (d) the Purchaser having obtained seek the Purchaser Shareholders’ Approval; andApproval as soon as practicable and shall use reasonable best efforts to hold an extraordinary general meeting in relation to the Purchaser Shareholders’ Approval not later than August 31, 2015 (such date, or September 30, 2015 if extended pursuant to the terms of this Section 4.2, the “Approval Deadline”). The Purchaser shall use its reasonable best efforts to cause the Purchaser Shareholders’ Approval to be considered independently of, and at a separate shareholders’ meeting from, any shareholders’ vote on matters relating to the Acquisition. If, notwithstanding such reasonable best efforts, relevant Governmental Authorities require that the Purchaser Shareholders’ Approval be considered at the same shareholders’ meeting with matters in relation to the Acquisition, then the Approval Deadline will be extended to September 30, 2015. (e) there being no Governmental Authority or other Person 4.3 Notwithstanding the provisions of Section 4.2, the Parties agree that has (i) instituted or threatened any legalif the Purchaser shall have delivered notice to convene the extraordinary general meeting but such extraordinary general meeting is not held before the Approval Deadline, arbitral or administrative proceedings or inquiry against the Seller shall not be entitled to restrain, prohibit or otherwise challenge terminate this Agreement pursuant to Section 3.3 provided such extraordinary general meeting is convened within fourteen (14) days after the transactions contemplated under this Agreement; or Approval Deadline (ii) proposed or enacted any statute, regulation or policy which would prohibit, materially restrict or delay the implementation of the transactions contemplated hereunder“Grace Period”).

Conditions Precedent to Completion. 4.1 The obligation Completion of the Purchaser to complete the purchase of the Sale Shares and the Note at Completion is Proposed Acquisition shall be subject to the fulfillment, satisfaction of all the following conditions precedent amongst others on or prior to or simultaneously with Completion, of the following conditions, any one or more of which may be waived in writing by the Purchaser; provided, however, that the conditions set forth in Sections 4.1(d) and 4.1(e) shall not be waivedCompletion Date: (a) the representations and warranties results of the Seller remaining true due diligence review (including but not limited to legal, financial, contractual, tax, valuation or otherwise) conducted in respect of the Target Group being satisfactory to the Purchaser and correct on the Completion Date as provided Company in Section 6their sole discretion. For the avoidance of doubt, the Purchaser and the Company shall not be required to provide any reason or basis for determining that the due diligence review of the Target Group is unsatisfactory; (b) the Seller Target Group having performed no liabilities or obligations (whether actual, contingent, deferred or potential) other than in the ordinary course of trade, save as disclosed in writing to the Purchaser prior to execution of the SPA and complied in all material respects with all such additional liabilities incurred between execution of its agreements the SPA and obligations contained in this Agreement that Completion as are required to be performed or complied with by it on or before Completionpermitted under the SPA; (c) there being no governmental or court act, decree or order of any applicable jurisdiction has been issued or enacted which in the Seller having obtained Purchaser's reasonable view may materially hinder, limit or restrict the Seller Shareholders’ ApprovalCompletion, the transfer of the Sale Shares to the Purchaser or the performance by the Parties of their obligations under the SPA; (d) there has been no Material Adverse Change (as defined in the SPA) in the prospects, operations, assets, business, liabilities or financial or operating conditions of the Target Group occurring on or before the Completion Date and there has been no event occurring on or before the Completion Date which would be likely to result in such Material Adverse Change after the Completion Date; (e) the approval by the board and the shareholders (if required) of the Purchaser and the Company having been obtained in relation to the Proposed Acquisition and the issue of the Consideration Shares; (f) the approval of the board and the shareholders (if required) of the Purchaser Shareholders’ Approvaland the Company and the SGX-ST having been obtained in relation to the diversification of the business of the Company to include the business that the Target Group is engaged in; (g) the approval of the SGX-ST for the listing and quotation of the Consideration Shares on the Catalist Board having been obtained and not having been revoked or amended and, where approval is subject to conditions (in respect of such conditions which are not normally imposed by the SGX-ST for a transaction of a similar nature), such conditions being reasonably acceptable to the Company and, to the extent that any conditions for the listing and quotation of the Consideration Shares on the Catalist Board are required to be fulfilled on or before the completion of the Proposed Acquisition, they are so fulfilled; (h) there not being at any time prior to Completion any restriction, limitation, prohibition or directive, whether written or verbal, from the SGX-ST limiting prohibiting the entry into or performance the Purchaser of its obligations under the SPA; (i) all necessary third party, governmental and regulatory consents, approvals and waivers where required for the transactions contemplated hereunder having been obtained, and such consents, approvals and waivers not having been amended or revoked before Completion Date; (j) evidence in a form satisfactory to the Purchaser that there has not been any default by Hengli of the terms of the Joint Venture Agreement; (k) certificates from competent government authorities in Qian An County as may be specified by the Purchaser that confirming that Qian An has complied with the PRC laws and regulations relating to building construction, land use and real property or such other evidence satisfactory to the Purchaser; (l) the transfer of all of equity in Songyuan Xxxx Xx Integrated Services Co., Ltd. (“Xxxx Xx”) held by Hengli to the Vendor or any of its related companies at a nominal consideration and evidence being produced to the Purchaser that the nominee arrangement in respect of such nominee arrangement in Xxxx Xx has been terminated; (m) evidence satisfactory to the Purchaser that the majority of creditors of Target Group as selected by the Purchaser have agreed not to require repayment of any amounts owing by Target Group for a period of two years from the Completion, save with the written consent of the board of directors of the Company. The Vendors shall, at the commencement of every quarter, submit a forecast to the Board in respect of that quarter listing out the cash flow provision for that quarter and the accounts payable proposed to be paid; (n) each of the two persons nominated by the Vendor at Completion to the Board of the Company have entered into service agreements with the Company and the writing off, elimination, settlement and/or waiver of the amount of any amount owed by Allied Resources to the Vendor; and (eo) there being no Governmental Authority or other Person that has a S$40 million convertible bond issue (i“Bonds”) instituted or threatened any legal, arbitral or administrative proceedings or inquiry against to Pacific Alliance Asia Opportunity Fund L.P and the Purchaser to restrain, prohibit or otherwise challenge issue of shares upon the transactions contemplated under this Agreement; or (ii) proposed or enacted any statute, regulation or policy which would prohibit, materially restrict or delay the implementation conversion of the transactions contemplated hereunder. 4.2 The obligation Bonds having been approved by shareholders of the Seller to complete Company, as well as the sale of the Sale Shares SGX-ST having granted its listing and the Note at Completion quotation notice for such conversion shares, such approvals remaining valid and where such approval is subject to the fulfillment, prior to or simultaneously with Completion, of the following conditions, any one or more of which may be waived in writing by such conditions being acceptable to the Seller; provided, however, that the conditions set forth in Sections 4.2(c) and 4.2(e) shall not be waived: (a) the representations and warranties of the Purchaser remaining true and correct Company. The Company will make announcements on the Completion Date as provided in Section 6; (b) the Purchaser having performed and complied in all material respects with all terms of its agreements and obligations contained in this Agreement that are required to be performed or complied with by Bonds if it on or before Completion; (c) the Seller having obtained the Seller Shareholders’ Approval; (d) the Purchaser having obtained the Purchaser Shareholders’ Approval; and (e) there being no Governmental Authority or other Person that has (i) instituted or threatened any legal, arbitral or administrative proceedings or inquiry against the Seller to restrain, prohibit or otherwise challenge the transactions contemplated under this Agreement; or (ii) proposed or enacted any statute, regulation or policy which would prohibit, materially restrict or delay the implementation of the transactions contemplated hereunderis proceeded with.