FIRB Approval. Buyer application
(a) If the Buyer has indicated in the Reference Schedule that the Buyer is a Non Australian Resident, this clause 29.3 applies unless the Seller has obtained the FIRB Pre-Approval. If at the Contract Date, the Seller has obtained FIRB Pre-Approval, the Seller agrees to notify the Buyer to that effect as soon as practicable after the Contract Date.
(b) This contract is conditional upon the occurrence of the following on or before the FIRB Approval Date:
(1) FIRB providing a written statement that it has no objection to (or approves) the Buyer’s purchase of the Property with or without conditions (FIRB Approval); or
(2) the expiry of any relevant period under which FIRB must make a decision without any order of prohibition being made under the FAT Act.
(c) Subject to the other provisions of this clause 29.3, the Buyer must:
(1) make application for the FIRB Approval within 7 days after the Contract Date;
(2) in making the application, ensure that all documents and forms required by FIRB are duly completed and signed (including any notice or declaration under section 26A of the FAT Act) and that the Buyer has included copies of any other documents and all other information required by FIRB to make a decision on the application deliver to the Seller a copy of the Buyer’s application immediately after it has been made and in any event no later than 1 business day after the making of the application;
(3) diligently prosecute and pursue the application; and
(4) provide to the Seller as soon as is practicable copies of any correspondence or other written communication or notice from FIRB and otherwise keep the Seller informed as to the progress of the application when requested by the Seller.
(d) If the Seller elects to do so, the Seller may make the application for the FIRB Approval on behalf of the Buyer and in that case:
(1) the Buyer must fully cooperate with the Seller in the making of the application and provide all information necessary to enable the Seller to prepare and lodge the application (including signing the application if necessary; and
(2) the Buyer authorises the Seller to sign the application on behalf of the Buyer.
(e) Subject to clause 29.3(f), if the condition in clause 29.3(b) is not satisfied on or before 5.00pm on the FIRB Approval Date, the Buyer or the Seller may by written notice to the other party terminate this contract and in that case:
(1) the Deposit must be refunded to the Buyer together with any interest earned...
FIRB Approval. Parent and Merger Sub shall not have received FIRB Approval.
FIRB Approval. Subject to Section 9.01(i), the Company has received a written notice under Foreign Acquisitions and Takeovers Xxx 0000 (Cth) (“FATA”) from the Treasurer (or the Treasurer’s delegate) stating that, or to the effect that, the Commonwealth Government does not object to the transaction contemplated by this Agreement either without condition (other than standard tax conditions) or otherwise on terms acceptable to the Company acting reasonably, or following the Company giving notice of the Transactions pursuant to the terms of this Agreement to the Treasurer under FATA, the Treasurer ceases to be empowered to make any order under Part 3 of FATA.
FIRB Approval. The Buyer acknowledges and agrees that, if the warranty in clause 10.2 is false or untrue in any respect whatsoever, the Buyer indemnifies the Seller against any loss that the Seller may suffer as a direct or indirect result of the Seller having relied on this warranty when entering into this contract including any consequential loss that the Seller may sustain.
FIRB Approval. The Treasurer of the Commonwealth of Australia (or his or her delegate) (i) shall have provided written notice that there are no objections under the FATA to the acquisition contemplated by this Agreement, either on an unconditional basis or subject only to conditions acceptable to Parent, acting reasonably; or (ii) shall have become precluded by passage of time from making any order or decision under Division 2 of Part 3 of the FATA in respect of the acquisition contemplated by this Agreement; whichever first occurs first (the “FIRB Condition”). For the purposes of the FATA, Sections 1.01, 1.02, 1.03, and 1.08 of this Agreement will not bind the parties and the Merger Closing will not proceed unless and until this condition is satisfied. For purposes of the FIRB Condition, Parent acknowledges that standard tax compliance conditions imposed by Treasurer of the Commonwealth of Australia (or his delegate) consistent with those set out in Part A of Attachment A of Guidance Note 47 (Tax Conditions) issued by the Foreign Investment Review Board (updated 24 November 2016) will be acceptable to Parent.
FIRB Approval. (a) Westgold shall:
(i) within 10 Business Days after the date of this Agreement, make or cause to be an application for the FIRB Approval (the “FIRB Application”);
(ii) use commercially reasonable efforts to pursue and take all reasonable steps to obtain the FIRB Approval and to otherwise satisfy the condition precedent set out in Section 6.1(j) of this Agreement;
(iii) provide to Karora a copy of the FIRB Application;
(iv) respond in a timely manner to Karora’s requests for updates as to the progress and processing of the FIRB Application; and
(v) keep Karora informed in a timely manner of the progress of the FIRB Application and the status of any discussions or negotiations with FIRB in connection with the FIRB Application and/or the condition precedent set out in Section 6.1(j) of this Agreement.
(b) Karora shall:
(i) promptly upon request by Xxxxxxxx provide Westgold with such information reasonably available to Karora and as the Treasurer (or his delegate) may require for the purpose of considering the FIRB Application;
(ii) promptly do all things reasonably required by Westgold to assist or allow Westgold to make the FIRB Application, including:
(A) consenting to any FIRB Application if required;
(B) not objecting to any FIRB Application; and
(C) signing and returning as soon as reasonably practicable (but in any event, not later than 10 Business Days) after a written request from Westgold all documents, objections, submissions, consents, plans and/or applications requested by Westgold in connection with the FIRB Application.
FIRB Approval. (A) SPAC shall have received a written notice under the FATA, by or on behalf of the Treasurer of the Commonwealth of Australia stating or to the effect that the Commonwealth Government does not object to the Transactions, either unconditionally or on terms that are reasonably acceptable to SPAC and the Company (it being understood that the imposition of customary tax conditions in connection with the FIRB approval shall be deemed acceptable); or
(B) the Treasurer of the Commonwealth of Australia shall have become precluded from making an order in relation to the subject matter of this Agreement and the Transactions under the FATA; or
(C) if an interim order is made under the FATA in respect of the Transactions, the subsequent period for making a final order prohibiting the Transactions shall have elapsed without a final order being made.
FIRB Approval. (a) Clause 2 (other than this clause 2.3) of this agreement is conditional on approval being given by, or on behalf of, the Treasurer of the Commonwealth of Australia under the Foreign Acquisitions and Takeovers Act 0000 xx the acquisition of the Shares by the Purchaser, either unconditionally, or subject to conditions or requirements which are acceptable to the Purchaser.
(b) The Purchaser must promptly make and pursue an application to the Foreign Investment Review Board on behalf of the Federal Treasurer for the approval referred to in clause 2.3(a) and must keep the Vendor informed of its efforts to obtain that approval. The Vendor must, if requested by the Purchaser, provide all reasonable assistance to enable the Purchaser to obtain that approval.
(c) For the purposes of clause 2.3(a), the Federal Treasurer will be deemed to have approved the acquisition of the Shares by the Purchaser:
(i) if a notice is issued under the Foreign Acquisitions and Takeovers Act 0000 xxxting that the Commonwealth Government does not object to the acquisition of the Shares; or
(ii) if notice of the proposed acquisition of the Shares is given to the Foreign Investment Review Board on behalf of the Federal Treasurer under the Foreign Acquisitions and Takeovers Act 0000 xxx the Treasurer is, by lapse of time, not empowered to make an order under the Foreign Acquisitions and Takeovers Act 0000 xx relation to the acquisition of the Shares.
(d) The Purchaser must use its reasonable endeavours to fulfil the condition set out in clause 2.3(a).
FIRB Approval. 15 Form S-4........................................................................................
FIRB Approval. 16.1 If the purchase of the Property by the Purchaser under this Agreement constitutes an acquisition in respect of which the consent of the Australian Foreign Investment Review Board is required under the Foreign Acquisitions and Takeovers Xxx 0000 (FATA) and the Purchaser is required to obtain that approval, this Agreement (except for the Purchaser’s obligations under Special Condition clauses 16.2 and 16.3 is subject to and conditional upon the Purchaser obtaining on or before the Settlement Date written notice from the Treasurer that he or she has no objection to the terms of the sale and purchase set out in this Agreement).
16.2 The Purchaser will use their best endeavours to satisfy this condition on or before the Settlement Date.
16.3 The Purchaser will indemnify the Vendor in respect of any loss, damage, penalty, or costs whatsoever suffered by the Vendor as a consequence of the Purchaser’s failure to carry out the Purchaser’s obligations under Special Condition clauses 16.1 or 16.2 or to comply with the provisions of the FATA.
16.4 For the avoidance of doubt, notwithstanding Special Condition clause 16.1, the Purchaser must still pay the Deposit in accordance with this Agreement.
16.5 If the Purchaser is unable to obtain written notice from the Treasurer that he or she has no objection to the transactions under this Agreement on or before the Settlement Date, either the Purchaser or the Vendor may terminate this Agreement by notice in writing to the other and the Deposit paid by the Purchaser under this Agreement shall, subject to Special Condition clause 16.2, be refunded to the Purchaser.
16.6 In relation to this Special Condition 16, the word “Treasurer” means the Treasurer of the Commonwealth of Australia or such delegate or department or delegated representative as the Treasurer of the Commonwealth of Australia authorises.
