Common use of Conditions to Completion Clause in Contracts

Conditions to Completion. 3.1 Completion is conditional on the satisfaction of the following Conditions on or before 19 September 2003 (the “Final Term”): 3.1.1 the Autorità Garante della Concorrenza e del Mercato and any foreign applicable anti-trust authority (the “Antitrust Authority”) having released the Antitrust Clearance. In this connection, the Buyer agrees to procure that full and accurate filings to the Antitrust Authorities are made, pursuant to applicable antitrust laws and regulations, with respect to the transactions contemplated hereby (the “Antitrust Filings”) as soon as practicable after the Execution Date and, in any event, within ten Business Days from the Execution Date or any other shorter term provided for by applicable antitrust laws or regulations, and to supply promptly any additional information and documentary material that may be requested by the relevant Antitrust Authority. In addition, the Parties acknowledge the importance that the Antitrust Clearance be obtained as soon as possible and therefore undertake as follows: (i) the Buyer shall keep the Seller constantly informed of the processing of the Antitrust Filings and provide the Seller with all the documents and information concerning the Antitrust Filings which the Seller may reasonably request, including the Antitrust Clearance; and (ii) the Seller shall provide the cooperation, and shall ensure that the Companies provide the cooperation, that the Buyer may reasonably request; and (iii) the Parties shall abstain from any action or omission which could, directly or indirectly, have the effect of delaying, impairing or impeding the receipt of the Antitrust Clearance; 3.1.2 the Bankruptcy Court having entered the Approval Order and, if and when so entered, the Seller having provided to the Buyer documentary evidence that the Approval Order was entered by the Bankruptcy Court; 3.1.3 the Seller having provided to the Buyer documentary evidence that the Environmental Site Assessment was completed; 3.1.4 the Seller having provided to the Buyer documentary evidence that the Company filed for the Tax Amnesty and paid any relevant instalment due in respect of the Tax Amnesty until such time; 3.1.5 the Seller having provided to the Buyer documentary evidence that the contribution in full of its Euro 459,453 receivable to Intex was validly and definitively completed and that it has been duly registered on Intex books and the relevant shares of Intex have been issued. The Seller will have the right to extend the Final Term up to 31 October 2003 (the “Extended Term”), in the event that the delivery of the Approval Order or the Environmental Site Assessment report is delayed or in the event that it shall be so required in order to complete the increase of Intex share capital by the contribution of the Seller’s receivable as set forth in Clause 2.6 hereof or, in relation to Intex, to complete the transfer of the Interests as provided for in Clause 5. 3.2 The Buyer shall be entitled, by written notice to the Seller, to terminate this Agreement if at any time prior to Completion the Buyer becomes aware of an event or circumstance which constitutes a breach of any of the Warranties which would give rise to the Buyer being entitled under the Agreement to recover an amount in excess of Euro 3,000,000 (three million) (a “Material Breach”), whereupon the provisions of this Agreement (other than Clauses 1 (Interpretation); 11 (Announcements); 12 (Severability); 13 (Costs); 14 (General); 15 (Notices); 16 (Governing Law and Jurisdiction); 17 (Governing Language) and 18 (Counterparts)) shall cease to have effect. 3.3 The Seller undertakes to the Buyer to disclose to it in writing, immediately upon it becoming aware of the same, full details of any fact, matter, event or circumstance which constitutes or is likely to constitute a Material Breach. 3.4 Each of the Parties shall as soon as reasonably practicable notify the other Party in writing of any matter which may give rise to the Conditions not being fulfilled.

Conditions to Completion. 3.1 Clause 2 will not bind the Parties and Completion is conditional on will not proceed unless: (a) SingCo has been incorporated and has acceded to this Agreement as required under clause 2.4; (b) Xxxxx & XxXxxxxx has issued the satisfaction of the following Conditions on or before 19 September 2003 Xxxxx & XxXxxxxx Report; (the “Final Term”): 3.1.1 the Autorità Garante della Concorrenza e del Mercato and any foreign applicable anti-trust authority (the “Antitrust Authority”c) having released the Antitrust Clearance. In this connection, the Buyer agrees to procure that full and accurate filings by reference to the Antitrust Authorities are made, pursuant to applicable antitrust laws and regulations, with respect to the transactions contemplated hereby (the “Antitrust Filings”) as soon as practicable after the Execution Date and, in any event, within ten Business Days from the Execution Date or any other shorter term provided for by applicable antitrust laws or regulations, and to supply promptly any additional information and documentary material that may be requested by the relevant Antitrust Authority. In addition, the Parties acknowledge the importance that the Antitrust Clearance be obtained as soon as possible and therefore undertake as followsXxxxx & XxXxxxxx Report: (i) both USG and Boral are satisfied (each acting reasonably and in good faith) there will be no Relevant Conduct that is on-going as at the Buyer shall keep the Seller constantly informed of the processing of the Antitrust Filings and provide the Seller with all the documents and information concerning the Antitrust Filings which the Seller may reasonably request, including the Antitrust ClearanceCompletion Date; and (ii) USG and Boral have agreed (each acting reasonably and in good faith) reasonably proportionate measures to be taken to address any prior Relevant Conduct and prevent a recurrence of such Relevant Conduct; (d) either: (i) all consents and waivers from the Seller shall provide financiers to the cooperationBGA Group which are necessary to ensure Completion under this Agreement does not cause a breach, default, review event, acceleration right or similar under the relevant financing arrangements to which BGA Group Members are party have been obtained; or (ii) the relevant financing arrangements have been repaid in conjunction with a refinancing as envisaged by clause 3.3(d); (e) Zawawi Minerals LLC has waived in writing (either unconditionally or on terms acceptable to Boral and shall ensure that USG, each acting reasonably and in good faith) the Companies provide non-compete obligation in clause 15 of the cooperationjoint venture agreement dated 27 March 2012 between USG Manufacturing Worldwide, that the Buyer may reasonably requestInc and Zawawi Minerals LLC relating to USG-Zawawi Drywall LLC insofar as it would otherwise apply to any operations of any Joint Venture Group Members in India after Completion other than: (i) USG Manufacturing Worldwide, Inc; and (iiiii) any entity which is at the Parties shall abstain from any action or omission which could, directly or indirectly, have date of this Agreement an affiliate (within the effect of delaying, impairing or impeding the receipt meaning of the Antitrust Clearance; 3.1.2 the Bankruptcy Court having entered the Approval Order and, if and when so entered, the Seller having provided to the Buyer documentary evidence that the Approval Order was entered by the Bankruptcy Court; 3.1.3 the Seller having provided to the Buyer documentary evidence that the Environmental Site Assessment was completed; 3.1.4 the Seller having provided to the Buyer documentary evidence that the Company filed for the Tax Amnesty and paid any relevant instalment due in respect provisions of the Tax Amnesty until such time;joint venture agreement) of USG Manufacturing Worldwide, Inc; and 3.1.5 the Seller having provided (f) all conditions precedent to the Buyer documentary evidence that the contribution in full of its Euro 459,453 receivable to Intex was validly and definitively completed and that it has been duly registered on Intex books and the relevant shares of Intex have been issued. The Seller will have the right to extend the Final Term up to 31 October 2003 (the “Extended Term”), in the event that the delivery of the Approval Order or the Environmental Site Assessment report is delayed or in the event that it shall be so required in order to complete the increase of Intex share capital by the contribution of the Seller’s receivable as set forth in Clause 2.6 hereof or, in relation to Intex, to complete the transfer of the Interests as provided for in Clause 5. 3.2 The Buyer shall be entitled, by written notice to the Seller, to terminate this Agreement if at any time prior to Completion the Buyer becomes aware of an event or circumstance which constitutes a breach of any of the Warranties which would give rise to the Buyer being entitled completion under the Agreement to recover an amount in excess of Euro 3,000,000 (three million) (a “Material Breach”), whereupon the provisions of this Australasia Sale Agreement (other than Clauses 1 (Interpretation); 11 (Announcements); 12 (Severability); 13 (Costs); 14 (General); 15 (Notices); 16 (Governing Law and Jurisdiction); 17 (Governing Language) and 18 (Counterpartsthe equivalent of the specific condition in this clause 3.2(f)) shall cease to have effectbeen satisfied or waived in accordance with that agreement. (Conditions). 3.3 The Seller undertakes to the Buyer to disclose to it in writing, immediately upon it becoming aware of the same, full details of any fact, matter, event or circumstance which constitutes or is likely to constitute a Material Breach. 3.4 Each of the Parties shall as soon as reasonably practicable notify the other Party in writing of any matter which may give rise to the Conditions not being fulfilled.

Conditions to Completion. 3.1 4.1 Completion is conditional on the satisfaction each of the following Conditions on or before 19 September 2003 (the “Final TermConditions”): 3.1.1 (a) no Material Adverse Change having occurred between the Autorità Garante della Concorrenza e del Mercato date of this Agreement and any foreign applicable anti-trust authority the Completion Date (the “Antitrust AuthorityMAC Condition”); and (b) having released the Antitrust Clearance. In occurrence (or waiver by the Buyer) of any of the following events by the Longstop Date (the “Competition Condition”): (i) the Buyer has received written confirmation from the CMA that it does not intend to launch a merger inquiry in respect of the transaction contemplated by this connectionAgreement pursuant to the merger control provisions of the Enterprise Xxx 0000; (ii) where the CMA does launch a Phase 1 merger inquiry pursuant to the merger control provisions of the Enterprise Xxx 0000, it has determined it is not under a duty to refer the transaction contemplated by this Agreement under section 33 of the Enterprise Xxx 0000 to an in-depth investigation (“Phase 2 Reference”); (iii) the Buyer receiving confirmation that there will not be a Phase 2 Reference, following acceptance by the CMA of undertakings proposed by the Buyer (in its sole discretion) in accordance with Part 3 of the Enterprise Xxx 0000, and where any such undertakings are to be given by the Seller, the terms of those undertakings being satisfactory to the Seller; or (iv) where the CMA does launch a Phase 2 Reference, the Buyer agrees receiving written confirmation from the CMA that the transaction contemplated by this Agreement is not expected to result in a substantial lessening of competition. 4.2 The Buyer undertakes to use all reasonable endeavours to procure that full the Competition Condition is satisfied as soon as reasonably practicable and, in any event, by the Longstop Date. 4.3 Any Condition may be waived by written agreement between the Buyer and accurate filings the Seller. 4.4 Save to the Antitrust Authorities are madeextent that a breach by the Seller of its obligations under Clause 4.5 prevents the Buyer from being able to do so, pursuant the Buyer shall use all reasonable endeavours to applicable antitrust laws procure that the Competition Condition is satisfied as soon as reasonably practicable after the date of this Agreement and, in any event, by the Longstop Date. In particular, the Buyer shall: (a) having prepared and regulations, with respect submitted a draft of any necessary merger notice to the transactions contemplated hereby (CMA use its best endeavours to submit the “Antitrust Filings”) signed merger notice to the CMA as soon as practicable after the Execution Date date of this Agreement; and (b) keep the Seller’s Solicitors regularly and reasonably informed of the progress of any notification or filing. 4.5 The Seller agrees that it shall (and that it shall use its reasonable endeavours to procure that each Company shall) at all times (i) cooperate with the Buyer in providing to the CMA such information as may be reasonably necessary and as may be in the Seller’s possession to assist the Buyer to validly and promptly notify the transaction contemplated by this Agreement under section 96 of the Enterprise Act 2002 (as amended); (ii) promptly provide such assistance and cooperation (including the provision of such information in its possession that is necessary or desirable for the preparation of any filings or submissions to, or responses to requests for information from the CMA) as the Buyer may reasonably request, or as the CMA may request, in each case in accordance with any relevant time limits, in connection with seeking the satisfaction of the Competition Condition as soon as reasonably practicable and, in any event, within ten Business Days from the Execution Date or any other shorter term provided for by applicable antitrust laws or regulations, and to supply promptly any additional information and documentary material that may be requested by the relevant Antitrust Authority. In addition, the Parties acknowledge the importance that the Antitrust Clearance be obtained as soon as possible and therefore undertake as follows: (i) the Buyer shall keep the Seller constantly informed of the processing of the Antitrust Filings and provide the Seller with all the documents and information concerning the Antitrust Filings which the Seller may reasonably request, including the Antitrust Clearance; and (ii) the Seller shall provide the cooperation, and shall ensure that the Companies provide the cooperation, that the Buyer may reasonably request; and (iii) the Parties shall abstain from any action or omission which could, directly or indirectly, have the effect of delaying, impairing or impeding the receipt of the Antitrust Clearance; 3.1.2 the Bankruptcy Court having entered the Approval Order and, if and when so entered, the Seller having provided to the Buyer documentary evidence that the Approval Order was entered by the Bankruptcy Court; 3.1.3 the Seller having provided to the Buyer documentary evidence that the Environmental Site Assessment was completed; 3.1.4 the Seller having provided to the Buyer documentary evidence that the Company filed for the Tax Amnesty and paid any relevant instalment due in respect of the Tax Amnesty until such time; 3.1.5 the Seller having provided to the Buyer documentary evidence that the contribution in full of its Euro 459,453 receivable to Intex was validly and definitively completed and that it has been duly registered on Intex books and the relevant shares of Intex have been issued. The Seller will have the right to extend the Final Term up to 31 October 2003 (the “Extended Term”), in the event that the delivery of the Approval Order or the Environmental Site Assessment report is delayed or in the event that it shall be so required in order to complete the increase of Intex share capital by the contribution of the Seller’s receivable as set forth in Clause 2.6 hereof or, in relation to Intex, to complete the transfer of the Interests as provided for in Clause 5Longstop Date. 3.2 The Buyer shall be entitled, by written notice to the Seller, to terminate this Agreement if at any time prior to Completion the Buyer becomes aware of an event or circumstance which constitutes a breach of any of the Warranties which would give rise to the Buyer being entitled under the Agreement to recover an amount in excess of Euro 3,000,000 (three million) (a “Material Breach”), whereupon the provisions of this Agreement (other than Clauses 1 (Interpretation); 11 (Announcements); 12 (Severability); 13 (Costs); 14 (General); 15 (Notices); 16 (Governing Law and Jurisdiction); 17 (Governing Language) and 18 (Counterparts)) shall cease to have effect. 3.3 The Seller undertakes to the Buyer to disclose to it in writing, immediately upon it becoming aware of the same, full details of any fact, matter, event or circumstance which constitutes or is likely to constitute a Material Breach. 3.4 Each of the Parties shall as soon as reasonably practicable notify the other Party in writing of any matter which may give rise to the Conditions not being fulfilled.

Conditions to Completion. 3.1 The Completion is conditional on shall be subject to the fulfillment or waiver of the following conditions: (1) There being no Material Adverse Change in the operation of the Target Businesses; (2) The Business Transaction having been approved by shareholders of Unicom Listco pursuant to applicable laws, regulations and the Listing Rules, and the CDMA Termination Agreement having been approved by the independent shareholders of Unicom Listco; (3) The Business Transaction having been approved by the Purchaser pursuant to applicable laws and regulations; (4) The Business Transaction having been approved by shareholders of Unicom A Share Company pursuant to applicable laws, regulations and the Listing Rules, and the CDMA Termination Agreement having been approved by the non-connected shareholders of Unicom A Share Company; (5) The amendments to articles of association and changes to business scope having been approved by the shareholders of the Purchaser at the general meeting pursuant to applicable laws, regulations and the Listing Rules, and the Telecom CDMA Lease Agreement having been approved by the independent shareholders of the Purchaser; (6) all approvals, permits, filings and registrations in connection with the Business Transaction and the Asset Transfer Agreement having been obtained from the relevant governmental and regulatory authorities in the PRC and any other relevant jurisdictions, which shall include but not limit to, the approval of the Ministry of Industry and Information for Telecom Group to authorize the Purchaser to operate mobile telecommunications business and to use the relevant telecommunications resources such as CDMA bandwidth and network numbers, and such approvals remain in full force and effect without modification; (7) All necessary procedures required by applicable laws and binding agreements or documents in connection with the Business Transaction having been performed by the Seller in accordance with the Completion Plan, including but not limited to those regarding creditors’ announcement/notification procedures or obtaining such consent from such creditors; (8) The Detailed Agreements in connection with the Business Transaction and the agreement regarding the arrangements in the Transition Period having been entered into by the Seller, the Purchaser and Unicom Listco; and (9) The Asset Transfer between Unicom New Horizon, Unicom Group and Telecom Group having been commenced at the same time. 3.2 Each party shall use its respective reasonable endeavors to procure the satisfaction of the following Conditions on or before 19 September 2003 (the “Final Term”): 3.1.1 the Autorità Garante della Concorrenza e del Mercato and any foreign applicable anti-trust authority (the “Antitrust Authority”) having released the Antitrust Clearance. In this connection, the Buyer agrees to procure that full and accurate filings to the Antitrust Authorities are made, pursuant to applicable antitrust laws and regulations, with respect to the transactions contemplated hereby (the “Antitrust Filings”) all conditions set out in Article 3.1 as soon as practicable after the Execution Date and, in any event, within ten Business Days from the Execution Date or any other shorter term provided for by applicable antitrust laws or regulations, and to supply promptly any additional information and documentary material that may be requested by the relevant Antitrust Authority. In addition, the Parties acknowledge the importance that the Antitrust Clearance be obtained as soon as possible and therefore undertake as follows: (i) the Buyer shall keep the Seller constantly informed of the processing of the Antitrust Filings and provide the Seller with all the documents and information concerning the Antitrust Filings which the Seller may reasonably request, including the Antitrust Clearance; and (ii) the Seller shall provide the cooperation, and shall ensure that the Companies provide the cooperation, that the Buyer may reasonably request; and (iii) the Parties shall abstain from any action or omission which could, directly or indirectly, have the effect of delaying, impairing or impeding the receipt of the Antitrust Clearance; 3.1.2 the Bankruptcy Court having entered the Approval Order and, if and when so entered, the Seller having provided to the Buyer documentary evidence that the Approval Order was entered by the Bankruptcy Court; 3.1.3 the Seller having provided to the Buyer documentary evidence that the Environmental Site Assessment was completed; 3.1.4 the Seller having provided to the Buyer documentary evidence that the Company filed for the Tax Amnesty and paid any relevant instalment due in respect of the Tax Amnesty until such time; 3.1.5 the Seller having provided to the Buyer documentary evidence that the contribution in full of its Euro 459,453 receivable to Intex was validly and definitively completed and that it has been duly registered on Intex books and the relevant shares of Intex have been issued. The Seller will have the right to extend the Final Term up to 31 October 2003 (the “Extended Term”), in the event that the delivery of the Approval Order or the Environmental Site Assessment report is delayed or in the event that it shall be so required in order to complete the increase of Intex share capital by the contribution of the Seller’s receivable as set forth in Clause 2.6 hereof or, in relation to Intex, to complete the transfer of the Interests as provided for in Clause 5. 3.2 The Buyer shall be entitled, by written notice to the Seller, to terminate this Agreement if at any time prior to Completion the Buyer becomes aware of an event or circumstance which constitutes a breach of any of the Warranties which would give rise to the Buyer being entitled under the Agreement to recover an amount in excess of Euro 3,000,000 (three million) (a “Material Breach”), whereupon the provisions of this Agreement (other than Clauses 1 (Interpretation); 11 (Announcements); 12 (Severability); 13 (Costs); 14 (General); 15 (Notices); 16 (Governing Law and Jurisdiction); 17 (Governing Language) and 18 (Counterparts)) shall cease to have effectbefore 30 September 2008. 3.3 The Seller undertakes If the above conditions are not satisfied on or before 31 December 2008 (or such other date as the parties may agree), this Agreement will automatically terminate (except for Surviving Provisions). Under such circumstance, no party (or its Affiliate) shall be entitled to the Buyer to disclose to it in writing, immediately upon it becoming aware of the same, full details make a claim of any factnature against any other party (or its Affiliate) pursuant to this Agreement, matter, event except for claims related to rights or circumstance which constitutes obligations accrued before the termination or is likely to constitute a Material Breachunder Surviving Provisions. 3.4 Each of the Parties shall as soon as reasonably practicable notify the other Party in writing of any matter which may give rise to the Conditions not being fulfilled.