CONSIDERATION AND SETTLEMENT. 4.2.1 The consideration payable by GFI-SA to GFLMS in respect of the Gold Fields Trust Shares and the Gold Fields Trust Loans shall be an amount equal to the book value of the Gold Fields Trust Shares and the Gold Fields Trust Loans as reflected in the GFLMS Accounts (“the Gold Fields Trust Consideration”). The Gold Fields Trust Consideration shall be allocated as follows —
4.2.1.1 in respect of the Gold Fields Trust Loans, an amount equal to the face value thereof as reflected in the GFLMS Accounts; and
4.2.1.2 in respect of the Gold Fields Trust Shares, an amount equal to the balance of the Gold Fields Trust Consideration.
4.2.2 The Gold Fields Trust Consideration shall be settled on the Effective Date by means of crediting a special GFLMS loan account against GFI-SA in an amount equal to the Gold Fields Trust Consideration, which loan account shall be subject to the following terms and conditions —
4.2.2.1 it shall bear interest at the Prescribed Rate with effect from the Effective Date;
4.2.2.2 the interest shall, unless otherwise agreed between GFI-SA and GFLMS, be calculated and payable 6 (six) monthly in arrears;
4.2.2.3 subject to clause 21, it shall be repayable in whole or in part from time to time on the giving of not less than 12 (twelve) months (or such shorter period as may be agreed between GFLMS and GFI-SA) written notice by either GFLMS or GFI-SA to the other of them, provided that in any event such loan account shall immediately become due and payable on the happening of any of the following —
4.2.2.3.1 the granting of an order, whether provisional or final, placing GFI-SA under liquidation or judicial management;
CONSIDERATION AND SETTLEMENT. On the Effective Date (a) the Purchaser shall give or procure that irrevocable payment instructions are given for payment to the Vendor of an amount in Euro equal to the Purchase Price for value on the Settlement Date and (b) the Vendor shall transfer (or shall procure the transfer) of the Shares to the Purchaser in accordance with the provisions of Clause 3.2 above.
CONSIDERATION AND SETTLEMENT. (a) As consideration for the assumption by ALBANK of the Liabilities pursuant to Section 4(a) and for the purchase by ALBANK of the Assets pursuant to Section 2(a), the Company and ALBANK shall make payments to each other, in accordance with the procedures set forth in Section 5(b), as follows:
(i) ALBANK shall pay to AVC or GMB, as AVC may designate:
(A) an amount (the "Account Loan Amount") equal to the book value as of the Pre-closing Close of Business of the Account Loans which are being transferred to ALBANK hereunder, as carried under generally accepted accounting principles on the books and records of the Company maintained for financial accounting purposes;
(B) an amount (the "Overdraft Lines of Credit Amount") equal to the book value as of the Pre-closing Close of Business of the Overdraft Lines of Credit which are being transferred to ALBANK hereunder, as carried under generally accepted accounting principles on the books and records of the Company maintained for financial accounting purposes;
(C) an amount (the "Other Loan Amount") equal to the book value as of the Pre-closing Close of Business of the Other Loans which are being transferred to ALBANK hereunder, as carried under generally accepted accounting principles on the books and records of the Company maintained for financial accounting purposes, reduced by the ALLL Amount;
(D) an amount (the "Personal Property Amount") equal to the net book value as of the Pre-closing Close of Business of the Personal Property and Safe Deposit Boxes which are being transferred to ALBANK hereunder, as carried under generally accepted accounting principles on the books and records of the Company maintained for financial accounting purposes;
(E) an amount (the "Real Property Amount") equal to the net book value as of the Pre-closing Close of Business of the Real Property Assets that are being transferred hereunder, as carried under generally accepted accounting principles on the books and records of the Company maintained for financial accounting purposes;
(F) an amount (the "Premium Amount") equal to seven and one-half percent (7-1/2%) of the average daily amount of the Deposit Liabilities measured at the close of business of each Business Day during a period (the "Deposit Measuring Period") commencing ten (10) Business Days prior to the Closing Date and ending ten (10) Business Days after the Closing Date (or commencing and ending as set forth in Section 7(d)), less two and one-half percent (2-1/2%) of the...
CONSIDERATION AND SETTLEMENT. 4.2.1 The consideration payable by Newco to GFL in respect of the Security Shares and the Security Loans shall be an amount equal to the book value of the Security Shares and the Security Loans as reflected in the GFL Accounts ("the Security Consideration"). The Security Consideration shall be allocated as follows -
4.2.1.1 in respect of the Security Loans, an amount equal to the face value thereof as reflected in the GFL Accounts; and
4.2.1.2 in respect of the Security Shares, an amount equal to the balance of the Security Consideration.
4.2.2 The Security Consideration shall be settled on the Effective Date by way of Newco issuing new Newco ordinary shares to the value of the Security Consideration to GFL.
4.2.3 GFL shall procure the preparation of the GFL Accounts and delivery of a copy thereof to Newco by no later than 10 (ten) Business Days after the Effective Date.
CONSIDERATION AND SETTLEMENT. 9.4.2.1 The consideration payable by Newco to Beatrix in respect of the Beatrix Ancillary Assets shall be an amount equal to the book value of the Beatrix Ancillary Assets as reflected in the Beatrix Accounts ("the Beatrix Ancillary Consideration"). The Beatrix Ancillary Consideration shall be allocated as follows -
9.4.2.1.1 in respect of the St Helena Hospital Loans, an amount equal to the face value thereof as reflected in the Beatrix Accounts; and
9.4.2.1.2 in respect of the St Helena Hospital Shares, an amount equal to the balance of the Beatrix Ancillary Consideration.
9.4.2.2 The Beatrix Ancillary Consideration shall be settled on the Effective Date by means of crediting a special Beatrix loan account against Newco in an amount equal to the Beatrix Ancillary Consideration, which loan account shall be subject to the following terms and conditions -
9.4.2.2.1 it shall bear interest at the Prescribed Rate with effect from the Effective Date;
9.4.2.2.2 the interest shall, unless otherwise agreed between Newco and Beatrix, be calculated and payable 6 (six) monthly in arrears;
9.4.2.2.3 it shall be repayable in whole or in part from time to time on the giving of not less than 6 (six) months (or such shorter period as may be agreed between Beatrix and Newco) written notice by either Beatrix or Newco to the other of them, PROVIDED THAT in any event such loan account shall immediately become due and payable on the happening of any of the following -
CONSIDERATION AND SETTLEMENT. 10.2.1 The consideration payable by Beatrix to GFL in respect of the OGH Shares and the OGH Loans shall be an amount equal to the book value of the OGH Shares and the OGH Loans as reflected in the audited financial accounts ("the 2003 Accounts") of GFL as at 30 June 2003 ("the OGH Shares Consideration"). The OGH Shares Consideration shall be allocated as follows -
10.2.1.1 in respect of the OGH Loans, an amount equal to the face value thereof as reflected in the 2003 Accounts; and
10.2.1.2 in respect of the OGH Shares, an amount equal to the balance of the OGH Shares Consideration.
10.2.2 The OGH Shares Consideration shall be settled on the date of signature hereof by way of Beatrix issuing new Beatrix ordinary shares equal to the value of the OGH Shares Consideration to GFL.
CONSIDERATION AND SETTLEMENT. 3.2.1 The consideration payable by GFI-SA to GFL in respect of the Bushbuck Ventures Shares and the Bushbuck Ventures Loans shall be an amount equal to the book value of the Bushbuck Ventures Shares and the Bushbuck Ventures Loans as reflected in the GFL Accounts (“the Bushbuck Ventures Consideration”). The Bushbuck Ventures Consideration shall be allocated as follows —
3.2.1.1 in respect of the Bushbuck Ventures Loans, an amount equal to the face value thereof as reflected in the GFL Accounts; and
3.2.1.2 in respect of the Bushbuck Ventures Shares, an amount equal to the balance of the Bushbuck Ventures Consideration.
3.2.2 The Bushbuck Ventures Consideration shall be settled on the Effective Date by way of GFI-SA issuing new GFI-SA ordinary shares to the value of the Bushbuck Ventures Consideration to GFL.
3.2.3 GFL shall procure the preparation of the GFL Accounts and delivery of a copy thereof to GFI-SA by no later than 10 (ten) Business Days after the Effective Date.
CONSIDERATION AND SETTLEMENT. 5.2.1 The consideration payable by GFI-SA to GFLMS in respect of the Living Gold Shares and the Living Gold Loans shall be an amount equal to the book value of the Living Gold Shares and the Living Gold Loans as reflected in the GFLMS Accounts (“the Living Gold Consideration”). The Living Gold Consideration shall be allocated as follows —
5.2.1.1 in respect of the Living Gold Loans, an amount equal to the face value thereof as reflected in the GFLMS Accounts; and
5.2.1.2 in respect of the Living Gold Shares, an amount equal to the balance of the Living Gold Consideration.
5.2.2 The Living Gold Consideration shall be settled on the Effective Date by means of crediting a special GFLMS loan account against GFI-SA in an amount equal to the Living Gold Consideration, which loan account shall be subject to the following terms and conditions —
5.2.2.1 it shall bear interest at the Prescribed Rate with effect from the Effective Date;
5.2.2.2 the interest shall, unless otherwise agreed between GFI-SA and GFLMS, be calculated and payable 6 (six) monthly in arrears;
5.2.2.3 subject to clause 21, it shall be repayable in whole or in part from time to time on the giving of not less than 12 (twelve) months (or such shorter period as may be agreed between GFLMS and GFI-SA) written notice by either GFLMS or GFI-SA to the other of them, provided that in any event such loan account shall immediately become due and payable on the happening of any of the following —
5.2.2.3.1 the granting of an order, whether provisional or final, placing GFI-SA under liquidation or judicial management;
CONSIDERATION AND SETTLEMENT. 6.2.1 The consideration payable by GFI-SA to GFL in respect of the Oryx Ventures Shares and the Oryx Ventures Loans shall be an amount equal to the book value of the Oryx Ventures Shares and the Oryx Ventures Loans as reflected in the GFL Accounts (“the Oryx Ventures Consideration”). The Oryx Ventures Consideration shall be allocated as follows —
6.2.1.1 in respect of the Oryx Ventures Loans, an amount equal to the face value thereof as reflected in the GFL Accounts; and
6.2.1.2 in respect of the Oryx Ventures Shares, an amount equal to the balance of the Oryx Ventures Consideration.
6.2.2 The Oryx Ventures Consideration shall be settled on the Effective Date by way of GFI-SA issuing new GFI-SA ordinary shares to the value of the Oryx Ventures Consideration to GFL.
6.2.3 GFL shall procure the preparation of the GFL Accounts and delivery of a copy thereof to GFI-SA by no later than 10 (ten) Business Days after the Effective Date.
CONSIDERATION AND SETTLEMENT. 8.2.1 The consideration payable by GFI-SA to GFL in respect of the West Driefontein Shares and the West Driefontein Loans shall be an amount equal to the book value of the West Driefontein Shares and the West Driefontein Loans as reflected in the GFL Accounts (“the West Driefontein Consideration”). The West Driefontein Consideration shall be allocated as follows —
8.2.1.1 in respect of the West Driefontein Loans, an amount equal to the face value thereof as reflected in the GFL Accounts; and
8.2.1.2 in respect of the West Driefontein Shares, an amount equal to the balance of the West Driefontein Consideration.
8.2.2 The West Driefontein Consideration shall be settled on the Effective Date by way of GFI-SA issuing new GFI-SA ordinary shares to the value of the West Driefontein Consideration to GFL.
8.2.3 GFL shall procure the preparation of the GFL Accounts and delivery of a copy thereof to GFI-SA by no later than 10 (ten) Business Days after the Effective Date.
