Common use of Other Closing Conditions Clause in Contracts

Other Closing Conditions. 4.2.1 The Company shall use all reasonable endeavours to satisfy the following conditions, unless waived by the Subscriber, as soon as is reasonably practicable following the date of this Agreement: (i) receipt of a Section 56 Comfort Letter from the GNT (or a duly authorised representative thereof or other Tanzanian Governmental Authority or other third party satisfactory to the Subscriber (acting reasonably and in good faith)) addressed to TNCL, in a form satisfactory to the Subscriber (acting reasonably and in good faith); (ii) receipt of any other consents required from any applicable Governmental Authority, regulatory authority or other third party in respect of the issuance and allotment of the Subscription Shares; and (iii) the amendment of the articles of association and share capital structure of any member of the Group (other than TNCL) that include free carried interest rights in favour of the Government of Tanzania to remove such free carried interest rights, together with the FCC Condition, the “Closing Conditions” and each, a “Closing Condition”. 4.2.2 Within fifteen (15) Business Days of the satisfaction in accordance with Clause 4.2.1 (or waiver in accordance with Clause 4.2.3) of the final Closing Condition, the Subscriber shall deliver to the Company a written closing notice (the “Closing Notice”) specifying a Business Day (to be no less than five (5) Business Days (inclusive), and not more than fifteen (15) Business Days (inclusive), following the date of the Closing Notice) on which Closing is to occur. 4.2.3 The Subscriber shall, upon written notice to the Company, be entitled to waive any Closing Condition (other than the FCC Condition), with any such waiver being effective from the date specified within such Notice. Any Closing Condition so waived in accordance with this Clause 4.2.3 shall be considered satisfied for the purposes of Clause 4.2.2 from the effective date specified within the waiver Notice. 4.2.4 For the avoidance of doubt, the waiver of any Closing Condition(s) in accordance with the terms of this Agreement shall not be deemed to waive, modify, amend or otherwise change any mandatory approvals and/or clearances required from the FCC and/or the Mining Commission in respect of the issuance of the T2 Shares under the T2 Agreement.