Conditions Precedent 5.1 The sale and purchase of the Sale Shares and the Shareholder’s Loans is conditional upon the satisfaction of the following conditions precedent: 5.1.1 the Purchaser is satisfied with the result of the Due Diligence Exercises over the Target Group; 5.1.2 the Purchaser having obtained legal advice in form and substance acceptable to the Purchaser from a lawyer qualified to practise and advise on the PRC law confirming that all aspects of the transaction relating to the sale and purchase of the Sale Shares and the Shareholder’s Loans and the Completion thereof will comply with all applicable laws and regulations of the PRC and that RBL has legal and beneficial ownership of all the equity interest of JRBL and JRBL is in legal existence and of goodstanding and has obtained all regulatory approval to carry on its business and is the legal and beneficial owner of all its assets; 5.1.3 the shareholders and directors of the Vendor, SMG and BESI having approved the signing of this Agreement and the sale and purchase of the Sale Shares thereunder; 5.1.4 the Warranties (subject to all qualifications and exceptions contained in the Warranties relating to materiality, material adverse effect or words of similar import) remaining true and accurate and not misleading in any material respect at Completion as if repeated at Completion and at all times between the date of this Agreement and Completion; 5.1.5 the Vendor having complied fully in all material respects with all of the covenants and agreements (subject to all qualifications and exceptions contained in such covenants and agreements relating to materiality, material adverse effect or words of similar import) required to be performed by it under this Agreement; 5.1.6 all necessary consents being granted by third parties (including any governmental or official authorities) and no statute, regulation or decision which would prohibit, restrict or materially delay the sale and purchase of the Sale Shares or the operation of any of the company within the Target Group after Completion having been proposed, enacted or taken by any governmental or official authority; 5.1.7 all notices in connection with the sale and purchase of the Sale Shares and the Shareholder’s Loans (including with or to governmental or official authorities and third parties), as the Purchaser deems necessary or appropriate having been published or delivered and the expiration (or waiver) of applicable waiting periods in connection therewith; 5.1.8 the Target Group having received the consent, in form and substance satisfactory to Purchaser, to the purchase of the Sale Shares by the Purchaser by each landlord or other reversioner to any Lease of Current Property (if so required); and 5.1.9 The Vendor entering into the Distribution and Sales Agreement with the Purchaser. 5.2 Except for Clauses 5.1.3 and 5.1.9 above, the Purchaser may waive all or any of the Conditions Precedent specified in Clause 5.1 above at any time by notice in writing to the Vendor, provided that no such waiver shall limit or preclude Purchaser’s right to assert a claim pursuant under this Agreement. 5.3 The Vendor and the Purchaser (to the extent that it is reasonably able) shall use their commercially reasonable endeavours to procure the fulfilment of the Conditions Precedent as promptly as practicable following the date of this Agreement. 5.4 In the event that any of the Conditions Precedent shall not have been fulfilled (or waived pursuant to Clause 5.2 prior to 15th September, 2010 then, unless the Parties amend this Agreement in writing in accordance with the terms hereof, neither the Purchaser nor the Vendor shall be bound to proceed with the purchase or sale, as the case may be, of the Sale Shares and the Shareholder’s Loans and this Agreement shall cease to be of any effect except Clauses 9 and 11 which shall remain in force and save in respect of claims arising out of any antecedent breach of this Agreement. 5.5 In the event that the Purchaser shall give notice in writing of satisfaction of, or shall waive, the Conditions Precedent contained in Clause 5.1 such notice or waiver shall not imply that the Purchaser is not relying on the Warranties but rather only that it is prepared, in reliance upon the Warranties and such comfort, if any, as it has taken from its investigations, to proceed with the transaction. 5.6 Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require the Purchaser to agree to, or proffer to, divest or hold separate any assets or any portion of any business of the Purchaser or the Target Group as a condition to, or term of, the Completion.