Common use of Closing Condition Clause in Contracts

Closing Condition. 3.1 Closing is conditional on the completion of the Share Proposal and the Scheme in accordance with the terms and conditions set out in the Scheme Document including for the avoidance of doubt, the withdrawal of the listing of the Shares on the Hong Kong Stock Exchange and the delisting of the Netcom ADSs from the New York Stock Exchange (the “Closing Condition”). 3.2 The Closing Condition is expected to be satisfied on or before 15 October 2008 and in any event no later than 15 December 2008 at 5:00pm Eastern Standard Time or such later date as the Parties may agree (the “Long Stop Date”). 3.3 If the Closing Condition has not been satisfied by the Long Stop Date, either Party has the right to terminate this Agreement with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.