Obligations at Completion. At Completion each of Rio Tinto and BHP Billiton must:
(a) execute, deliver and, where relevant, complete the Completion Documents (other than any previously executed and delivered under clause 2.1(g)) (and cause any Rio Tinto Group entity or BHP Billiton Group entity named as a party to a Completion Document to execute, deliver and, where relevant, complete it (as applicable) (other than any previously executed and delivered under clause 2.1(g));
(b) procure that BHP Billiton Minerals Pty Ltd and Hamersley Holdings Limited cause the Manager to execute, deliver and, where relevant, complete the Completion Documents to which it is a party;
(c) as Proposing Party, provide a notice (the Capital Projects Notice) to the other (the Receiving Party) specifying any New Capital Expansion Project, being:
(i) any expansion capital project in respect of a Relevant Period Iron Ore Asset that is not listed in Schedule 4 which is in execution at the time of Completion (an Additional Capital Project), including a copy of the completed Feasibility Study relating to that project (together with, subject to antitrust Law, the financial model, study reports and supporting information that were generated by the Proposing Party in connection with the Feasibility Study); or Implementation Agreement * * *Pursuant to a request for confidential treatment filed with the Securities and Exchange Commission, confidential portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission
(d) discharge all of its other obligations arising on Completion under any Transaction Document;
(e) procure that:
(i) each of the Rio Tinto Owner and the BHP Billiton Owner subscribes for Debentures; and
(ii) each of the BHP Billiton Issuer and the Rio Tinto Issuer issues Debentures, in accordance with clauses 7.1 to 7.3 (inclusive); and
(f) establish the Owners’ Council pursuant to clause 3.1 of the Joint Venture Agreement and ensure that a duly convened Owners’ Council meeting is held at which a quorum is present for the purposes of passing the Owners’ Council Completion Resolutions.
Obligations at Completion. At Completion:
(a) the Seller must deliver to the Buyer:
(i) Transfer Instruments duly executed by the Seller;
(ii) a Tax Invoice in respect of the payment of the Purchase Price (Completion Payment);
(iii) if requested by the Buyer at least 5 Business Days prior to Completion, copies of the Mining Information and the Records; and
(iv) to the extent not signed and exchanged between the parties prior to Completion:
(A) two counterparts of the Joint Venture Agreement duly executed by the Seller and the related cross security;
(B) two counterparts of the Regional Co-operation MOU duly executed by the Seller;
(C) two counterparts of the General Security Agreement duly executed by the Seller;
(v) three counterparts of each Deed of Assignment and Assumption which has been signed by the relevant Contract counterparty before Completion, duly executed by the Seller;
(vi) any other documents (including, without limitation, any statutory declarations or instruments of title) required to register the assignment to the Buyer of any component of the Sale Interest (which the Buyer notifies the Seller of within 14 days after the date of this agreement), provided that the Seller will not be required to deliver instruments of title where they are already lodged with the relevant Government Agency for the registration of other dealings;
(b) the Buyer must:
(i) pay the Purchase Price (Completion Payment) and the Pre-Completion Development Contribution Estimate together with GST (if applicable) on such payments to the Seller in accordance with clause 4.3; and
(ii) deliver to the Seller counterparts of each deed or document referred to in clauses 6.2(a)(iv) duly executed by the Buyer and where applicable, the Buyer’s Guarantor (and for each deed the Buyer must deliver the same number of counterparts to the Seller as the Seller is required to deliver to the Buyer).
Obligations at Completion. At Completion:
2.6.1 the statutory and minute books and share certificate books of the Company will be made available for inspection by each party;
2.6.2 an extraordinary general meeting of the Company shall be duly convened and held at which the Resolution(s) shall be passed;
2.6.3 NewGen shall pay to the Company for immediate value in London in cleared funds the subscription monies for the Shares agreed to be subscribed and accepted by it;
2.6.4 NewGen and the Company shall enter into the License Agreement for the Territories; and
2.6.5 NewGen and the Company shall enter into the Short Term Loan Agreement in the agreed form.
Obligations at Completion. (a) At Completion, the Vendor must:
(i) deliver to Magnum, a new convertible note in the principal amount of US$25,000,000 (substantially in the form attached to Schedule 4) reissued by CCB to Magnum as holder pursuant to section 14(a) of the CN; and
(ii) deliver to CGL, a new convertible note in the principal amount of US$25,000,000 (substantially in the form attached to Schedule 4) reissued by CCB to CGL as holder pursuant to section 14(a) of the CN.
Obligations at Completion. 4.2.1 Seller’s obligations at Completion
(i) transfer to the Purchaser the Shares free of all liens and other encumbrances;
(ii) provide evidence that the Seller’s VPS account manager has been given irrevocable instructions to transfer the Shares to the Purchaser’s VPS account and that the VPS account manager has completed the transfer as instructed. The transfer shall by the Seller be evidenced by providing the Purchaser with a copy of the VPS account manager’s screen picture which shows that the transfer has been completed as instructed;
(iii) Upon the receipt of the Purchase Price by Pareto pursuant to item 4.2.2 issue, a confirmation to Oslo Børs in substantially the same form as the draft of such confirmation attached hereto as Appendix 1.
4.2.2 Purchaser’s obligations at Completion
Obligations at Completion. At Completion:
(a) if the transfer of the Target Shares is conducted via an off-market transfer of a CHESS holding, T2 Trust must procure that the Nominee transfers the Target Shares to BidCo through CHESS or if the transfer of the Target Shares is conducted via an off-market transfer of an issuer sponsored holding, T2 Trust must execute and deliver a Share Transfer Form to BidCo (and BidCo must do the same); and
(b) BidCo must issue the BidCo Shares to T2 Trust and update its register of members to reflect T2 Trust as the registered holder of the BidCo Shares.
Obligations at Completion. In order to transfer Shares and/or Shareholder Loans under this agreement:
(A) the purchaser shall pay the aggregate transfer price in respect of the relevant Shares and/or Shareholder Loans to (i) the seller’s nominated account on the date of completion, (ii) to the non-exclusive quality account of the civil law notary involved with the transfer of the Shares and/or Shareholder Loans, or (iii) in such other manner as may be agreed by the seller and the purchaser before completion of the transfer of the Shares and/or Shareholder Loans;
(B) the Company shall provide the Dutch civil law notary involved with the transfer of the Shares with the up-to-date original shareholders’ register of the Company on the date of completion of the transfer of the Shares;
(C) the seller, the purchaser and the Company shall execute (either in person or by way of proxy) a notarial deed of sale, purchase and transfer of the Shares and/or Shareholder Loans (if required) before a Dutch civil law notary; and
(D) the seller, the purchaser and the Company shall take all such other steps or decisions as are reasonably necessary to implement the transfer.
Obligations at Completion. (a) At Completion, the Vendor must deliver to Purchaser, a new convertible note in the principal amount of US$65,000,000 reissued by CCBC to the Purchaser as holder.
(b) At Completion, the Purchaser must:
(i) pay the CN Acquisition Price (being US$161,784, 252.78) in cash to the Vendor in accordance with clause 5.2(c); and
(ii) deliver an instrument in an agreed form undertaking to the KKR SPV Vendor to make the KKR Additional Payment as required under section 4 of the KKR SPV Share Agreement, on the same terms as applicable to MO2.
(c) The payment of the CN Acquisition Price must be made in cleared funds without any deduction, set off or abatement by way of electronic funds transfer to the bank account as designated by the Vendor in writing at least three Business Days before the Completion Date.
Obligations at Completion. 8.1 On Completion, the Vendors must deliver to Goldbelt:
(1) the RWA Share Transfer Form duly executed by AGF;
(2) the Axxxxx XXXXX Share Transfer Form duly executed by Oxxxx Xxxxxx;
(3) the Lxxxxxxx XXXXX Share Transfer Form duly executed by Rxxxxxx Xxxxxx Xxxxxxxx;
(4) the RWA Debt Deed of Assignment duly executed by Resolute;
(5) resignations in writing of each Resigning Officer;
(6) any other document delivered to the Vendors in accordance with section 6.1(8);
(7) all corporate records and books of account of RWA and RWASA in the possession, custody or control of AGF in accordance with the Records Delivery Notice;
(8) any common seals of RWA and RWASA in the possession, custody or control of AGF in accordance with the Common Seals Delivery Notice;
(9) share certificates representing all the outstanding shares of RWA and RWASA duly endorsed for transfer to Goldbelt;
(10) such other documents as Goldbelt may reasonably request including satisfactory evidence of title to the property of Goldbelt;
(11) all Mining Information; and
(12) delivery of such other documents as Goldbelt may reasonably request.
8.2 On Completion, Goldbelt must deliver to the Vendors:
(1) a bank draft or certified cheque payable to AGF in the amount of US$1,500,000; and
(2) certificates representing the Goldbelt Shares and Goldbelt Warrants to which Resolute is entitled pursuant to Section 5 based on the number and price of the Placement Shares and Placement Warrants issued prior to or concurrently with Completion;
(3) such documents as may be reasonably necessary to evidence that the Goldbelt Shares and the Goldbelt Warrants have been issued to, and are registered in the name of AGF; and
(4) delivery of such other documents as the Vendors may reasonably request.
8.3 The obligations of the parties in respect of Completion are interdependent and all actions at Completion will be deemed to take place simultaneously.
8.4 On completion of each Placement, Goldbelt must deliver to the Vendors certificates representing the number of remaining Goldbelt Shares and Goldbelt Warrants to which Resolute is entitled in accordance with Section 5.
Obligations at Completion. (a) At Completion, the Vendor must deliver to Purchaser:
(i) share certificate(s) for the Sale Shares; and
(ii) duly executed instrument of transfer in respect of the Sale Shares in favour of the Purchaser or the Purchaser’s nominee(s).
(b) At Completion, the Purchaser must pay the Purchase Price in cash to the Vendor in accordance with clause 5.2(c).
(c) The payment of the Purchase Price must be made in cleared funds without any deduction, set off or abatement by way of electronic funds transfer to the bank account as designated by the Vendor in writing at least three Business Days before the Completion Date.
