Common use of Conditions Precedents Clause in Contracts

Conditions Precedents. 5.1 This Agreement and the obligations of each party are in each case subject to each of the following occurring on or before ten (10) days next following the date on which this Agreement is executed: (a) the acceptance for filing of this Agreement by the Exchange; (b) the execution of an investment and participation agreement between Minco, Teck and Cominco under which Minco will have rights and obligations substantially the same as those of PCR under the T-C Investment and Participation Agreement; (c) the execution of a subscription agreement between Minco, Teck and Cominco relating to the Teck-Cominco Private Placement, unless already included in the investment and participation agreement referred to in section 5. l(b) above; (d) all representations and warranties of each party made to the other in this Agreement, or in any written statement delivered by each party to the other under this Agreement, are true at the Closing Date; (e) each of the covenants and agreements of, conditions imposed upon, and the deliveries set out herein, to be made, satisfied, or complied with by each party in favour of the other on or before the Closing Date has been fully performed, satisfied and complied with in all respects on or before the Closing Date; and (f) the execution by PCR of the T-C Investment and Participation Agreement. 5.2 If the conditions set out in section 5.1 herein are not satisfied on or before the date which is ten (10) days next following the date on which this Agreement is executed, either party may, in its sole discretion, terminate this Agreement at any time thereafter whereupon neither party shall have any further obligation to the other party under this Agreement. 5.3 This Agreement shall also be subject to PCR making available to Minco of the following on or before the Closing Date: (a) all non-public data, agreements, evaluations, professional reports and other information in the possession or control of PCR with respect to the PCR Properties; (b) written consent of Baiyin to the assignment of the CB-LG Agreement hereunder. 5.4 PCR agrees to diligently pursue obtaining the written consent required pursuant to section 5.3 (h) hereunder, but PCR will in no event be liable for failure to obtain such written consent.

Conditions Precedents. 5.1 This Agreement and the obligations of each party are in each case subject to each of the following occurring on or before ten (10) days next following the date on which Which this Agreement is executed: (a) the acceptance for filing of this Agreement by the Exchange; (b) the execution of an investment and participation agreement between Minco, Teck and Cominco under which Minco will have rights and obligations substantially the same as those of PCR under the T-C Investment and Participation Agreement; (c) the execution of a subscription agreement between Minco, Teck and Cominco relating to the Teck-Cominco Private Placement, unless already included in the investment and participation agreement referred to in section 5. l(b5.1(b) above; (d) all representations and warranties of each party made to the other in this Agreement, or in any written statement delivered by each party to the other under this Agreement, are true at the Closing Date; (e) each of the covenants and agreements of, conditions imposed upon, and the deliveries set out herein, to be made, satisfied, or complied compiled with by each party in favour of the other on or before the Closing Date has been fully performed, satisfied and complied with in all respects on or before the Closing Date; and (f) the execution by PCR of the T-C Investment and Participation Agreement. 5.2 If the conditions set out in section 5.1 herein are not satisfied on or before the date which is ten (10) days next following the date on which this Agreement is executed, either party may, in its sole discretion, terminate this Agreement at any time thereafter whereupon neither party shall have any further obligation to the other party under this Agreement. 5.3 This Agreement shall also be subject to PCR making available to Minco of the following on or before the Closing Date: (a) all non-public data, agreements, evaluations, professional reports and other information in the possession or control of PCR with respect to the PCR Properties; (b) written consent of Baiyin to the assignment of the CB-LG Agreement hereunder. 5.4 PCR agrees to diligently pursue obtaining the written consent required pursuant to section 5.3 (h5.3(b) hereunder, but PCR will in no event be liable for failure to obtain such written consent.. 15 - 15 -

Conditions Precedents. 5.1 This Agreement and the Certain obligations of each party are the Parties under this Agreement shall be, as indicated in each case subject to each this Agreement, conditional on certain or all of the following occurring on conditions having been fulfilled or before ten (10) days next following the date on which waived in accordance with this Agreement is executed:(the Conditions): (a) the acceptance for filing of Foreign Purchaser having identified one or several Local Purchaser(s) and such Local Purchaser(s) having validly adhered to this Agreement by in the Exchangeform set out in Schedule 8 (the Local Purchaser Condition); (b) the execution of an investment and participation agreement between Minco, Teck and Cominco under which Minco will have rights and obligations substantially the same as those of PCR under the T-C Investment and Participation Put Option or Call Option having been exercised in accordance with this Agreement; (c) the execution of a subscription agreement between Minco, Teck Lafarge and Cominco relating Holcim dated 7 July 2014 with respect to the Teck-Cominco Private Placement, unless already included in the investment and participation agreement referred Merger not having been terminated pursuant to in section 5. l(b) abovearticles 6.2 to 6.4 thereof; (d) all representations successful completion (being evidenced by the settlement (règlement-livraison)) of the tender offer by Holcim for the shares of Lafarge in accordance with the General Regulations of the AMF and warranties the Rules of each party made to Euronext Paris (the other in this Agreement, or in any written statement delivered by each party to the other under this Agreement, are true at the Closing DateSettlement); (e) each the completion of the covenants Carve-outs as evidenced (i) with respect to Lafarge Republic Aggregates, Inc., the Star Terminal and agreements ofthe Pinagtulayan Property, conditions imposed uponby the effective payment by HPI or HMDC or any of their Affiliates of the corresponding purchase price, and (ii) with respect to the deliveries set out hereinCarve-outs Transferred Employees, by a statement from the Sellers that such employees have been transferred to be made, satisfied, HPI or complied with by each party in favour HMDC or any of the other on or before the Closing Date has been fully performed, satisfied and complied with in all respects on or before the Closing Date; andtheir Affiliates; (f) the execution by PCR completion of the TAdd-C Investment and Participation Agreement. 5.2 If the conditions set out in section 5.1 herein are not satisfied on or before the date which is ten ons as evidenced (10i) days next following the date on which this Agreement is executed, either party may, in its sole discretion, terminate this Agreement at any time thereafter whereupon neither party shall have any further obligation to the other party under this Agreement. 5.3 This Agreement shall also be subject to PCR making available to Minco of the following on or before the Closing Date: (a) all non-public data, agreements, evaluations, professional reports and other information in the possession or control of PCR with respect to the PCR Properties;Add-on Assets, by the effective payment by LRI of the corresponding purchase price, and (ii) with respect to the Add-on Transferred Employees, by a statement from the Sellers that such employees have been transferred to LRI; and (bg) written consent the occurrence of Baiyin the “Main Closing Date” under and as defined in the Global SPA. 5.2 No earlier than on the date when all of the Conditions shall have been waived or fulfilled, the Purchasers shall procure that the Designated Purchaser (Local) shall launch the Tender Offers, at a price per share which the Purchasers and their advisors shall have independently determined, and shall use their best efforts to complete the Tender Offers as promptly as permitted by applicable Law. The Purchasers undertake to pay the LRI Minority Shareholders who tendered their shares during the LRI Tender Offer the same amount that would have been paid to the assignment Sellers for any upward price adjustment under clause 4.16 and the Purchasers agree to bear the cost of any Surcharges or Interest in relation to such upward price adjustment. 5.3 The Purchasers shall also conduct the CB-LG Agreement hereunderLMI Tender Offer for the LMI Minority Shareholders in accordance with applicable Law. The Purchasers undertake to use reasonable endeavours to conduct the LMI Tender Offer pursuant to the timetable attached hereto as Schedule 12. The Sellers shall, and shall procure that LRI shall, extend such assistance and furnish such documents as may be reasonably requested by the Purchasers to meet the timetable attached as Schedule 12. 5.4 PCR agrees to diligently pursue obtaining No Taxes, costs or expenses in connection with the written consent required pursuant to section 5.3 (h) hereunder, but PCR will in no event LRI Tender Offer or the LMI Tender Offer shall be liable for failure to obtain such written consentborne by the Sellers.