TERM.
2.
CONDITIONS
2.1
THE SELLER AND THE BUYER SHALL USE ALL
REASONABLE ENDEAVOURS SO FAR AS LIES WITHIN THEIR RESPECTIVE POWERS TO PROCURE
THAT THE CONDITIONS AS DEFINED IN SCHEDULE 2 ARE SATISFIED AS SOON AS
PRACTICABLE AND IN ANY EVENT NO LATER THAN:
(A)
CLOSE OF BUSINESS ON WEDNESDAY 30 SEPTEMBER
2009; OR
(B)
SUCH LATER TIME AND DATE AS MAY BE AGREED IN
WRITING BY THE SELLER AND BUYER.
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2.2
THE BUYER AND THE SELLER SHALL CO-OPERATE
FULLY AND IN GOOD FAITH IN ALL AND ANY ACTIONS NECESSARY, OR DEEMED DESIRABLE,
TO PROCURE THE SATISFACTION OF THE CONDITIONS.
2.3
THE BUYER MAY, AT ANY TIME AND TO SUCH EXTENT
AS IT THINKS FIT, WAIVE IN WHOLE OR IN PART ANY OF THE CONDITIONS BY WRITTEN
NOTICE TO THE SELLER.
2.4
IF ANY OF THE CONDITIONS HAVE NOT BEEN
SATISFIED OR WAIVED BY THE DATE AND TIME PROVIDED IN CLAUSE 2.1, THIS AGREEMENT
SHALL CEASE TO HAVE EFFECT IMMEDIATELY AFTER THAT TIME ON THAT DATE EXCEPT FOR:
(A)
THE PROVISIONS MENTIONED IN CLAUSE 2.5; AND
(B)
ANY RIGHTS OR LIABILITIES THAT HAVE ACCRUED
UNDER THIS AGREEMENT.
2.5
THE FOLLOWING PROVISIONS SHALL CONTINUE TO
HAVE EFFECT, NOTWITHSTANDING FAILURE TO WAIVE OR SATISFY THE CONDITIONS:
(A)
CLAUSE 1;
(B)
CLAUSE 2;
(C)
CLAUSE 10;
(D)
CLAUSE 13;
(E)
CLAUSE 14;
(F)
CLAUSE 15;
(G)
CLAUSE 16 ;
(H)
CLAUSE 19; AND
(I)
CLAUSE 22.
3.
SALE AND PURCHASE
3.1
ON THE TERMS OF THIS AGREEMENT AND SUBJECT TO
THE SATISFACTION OF THE CONDITIONS, AT THE CLOSING, THE SELLER SHALL SELL, AND
THE BUYER SHALL BUY, THE QUOTA FREE FROM ALL ENCUMBRANCES.
3.2
THE QUOTA IS SOLD WITH ALL RIGHTS THAT ATTACH,
OR MAY IN THE FUTURE ATTACH, TO IT (INCLUDING, IN PARTICULAR, THE RIGHT TO BE
REPAID THE AMOUNT OF THE TIED-UP CAPITAL, THE RIGHT TO RECEIVE ALL DIVIDENDS AND
DISTRIBUTIONS DECLARED, MADE OR PAID ON OR AFTER THE CLOSING DATE).
3.3
THE BUYER IS NOT OBLIGED TO COMPLETE THE
PURCHASE OF THE QUOTA UNLESS THE PURCHASE OF THE ENTIRE AMOUNT OF THE QUOTA IS
COMPLETED SIMULTANEOUSLY.
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3.4
THE SELLER ACKNOWLEDGES THAT THE BUYER ENTERS
INTO THIS AGREEMENT ON THE BASIS OF, AND IN RELIANCE ON THE WARRANTIES, BUT AT
ALL TIMES SUBJECT TO ALL MATTERS DISCLOSED, AND THE SELLER ENTERS INTO THIS
AGREEMENT ON THE BASIS OF, AND IN RELIANCE ON, THE BUYER'S WARRANTIES.
3.5
IF AT ANY TIME BEFORE OR AT CLOSING IT BECOMES
APPARENT THAT:
(A)
A WARRANTY HAS BEEN MATERIALLY AND
ADVERSELY BREACHED, IS MATERIALLY AND ADVERSELY UNTRUE OR INCORRECT OR THAT THE
SELLER HAS BREACHED ANY OTHER TERM OF THIS AGREEMENT THAT IN EITHER CASE IS
MATERIALLY ADVERSE TO THE SALE AND PURCHASE OF THE QUOTA, THE BUYER MAY (WITHOUT
PREJUDICE TO ANY OTHER RIGHTS IT MAY HAVE IN RELATION TO THE BREACH):
(I)
RESCIND THIS AGREEMENT BY NOTICE TO THE SELLER; OR
(II)
PROCEED TO CLOSING;
(B)
A BUYER'S WARRANTY HAS BEEN MATERIALLY AND
ADVERSELY BREACHED, IS MATERIALLY AND ADVERSELY