Common use of SUSPENSIVE CONDITIONS Clause in Contracts

SUSPENSIVE CONDITIONS. 3.1 The provisions of this clause 3 and clauses 1, 2 and 14 to 19 (both inclusive) shall take effect and become operative immediately upon the Signature Date. 3.2 All of the provisions of this Agreement, except for those which take effect and become operative immediately in terms of clause 3.1 above, shall be subject to the fulfilment or waiver of the following suspensive conditions (Suspensive Conditions) on or before the Long Stop Date (unless otherwise specified): 3.2.1 that the sale of the Phase II Rock Dump (as contemplated in the Asset Sale Agreement) is concluded to the satisfaction of the Purchaser, as confirmed in writing by the Purchaser within 10 (ten) Business Days of the expiry of the Phase II Collection Period; and 3.2.2 that the Purchaser procures funding for the payments required in terms of clauses 6.1.1 and 6.2. 3.3 The Seller may waive the Suspensive Conditions by written notice to the Purchaser. 3.4 If any of the Suspensive Conditions is not fulfilled or waived (as the case may be) on or before the Long Stop Date, then the provisions of this Agreement that are suspended shall not take effect and the provisions that have taken effect shall fall away with the exception of the provisions of this this clause 3 and clauses 1, and 14 to 19 (both inclusive) which shall survive and shall be enforceable under this Agreement, and the Sale Agreement shall continue to apply. 3.5 If the Suspensive Conditions are fulfilled or waived (as the case may be) on or before the Long Stop Date, then all the provisions of this Agreement which were suspended in terms of clause 3.2 above shall also take effect and become operative, and the whole of this Agreement shall accordingly become unconditional. 3.6 The Parties shall, where it is within their respective power and control to do so, use their respective reasonable commercial endeavours to procure the fulfilment of the Suspensive Conditions as soon as possible after the Signature Date, but in any event before the Long Stop Date.

SUSPENSIVE CONDITIONS. 3.1 The provisions of this clause 3 and clauses 1This Agreement, 2 and 14 to 19 (both inclusive) shall take effect and become operative immediately upon the Signature Date. 3.2 All of save for the provisions of clause 1, this Agreementclause 3, except for those and clauses 6 to 16 which take effect and will become operative immediately in terms of clause 3.1 aboveeffective immediately, shall be subject to the fulfilment or waiver suspensive conditions that, by no later than 30 November 2006 3.1.1 each of the following suspensive conditions (Suspensive Conditions) on or before Transaction Documents has been entered into and has become unconditional in accordance with its terms, save in respect of any condition requiring that this Agreement becomes unconditional; 3.1.2 all such resolutions have been passed by the Long Stop Date (unless otherwise specified): 3.2.1 that the sale shareholders and directors of the Phase II Rock Dump (as contemplated in Company and, where required, registered by the Asset Sale Agreement) is concluded to the satisfaction Registrar of the PurchaserCompanies, as confirmed may be necessary in writing by the Purchaser within 10 (ten) Business Days of the expiry of the Phase II Collection Period; and 3.2.2 that the Purchaser procures funding for the payments required in terms of clauses 6.1.1 order to approve and 6.2. 3.3 The Seller may waive the Suspensive Conditions by written notice to the Purchaser. 3.4 If any of the Suspensive Conditions is not fulfilled or waived (as the case may be) on or before the Long Stop Date, then implemen the provisions of this Agreement that are suspended shall not take effect Agreement. 3.2 The Suspensive Conditions have been inserted for the benefit of both Parties and may therefore only be waived by agreement in writing between the Parties. 3.3 Each of the Parties will use commercially reasonable endeavours and the provisions that have taken effect shall fall away with the exception of the provisions of this this clause 3 and clauses 1, and 14 to 19 (both inclusive) which shall survive and shall be enforceable under this Agreement, and the Sale Agreement shall continue to apply. 3.5 If the Suspensive Conditions are fulfilled or waived (as the case may be) on or before the Long Stop Date, then all the provisions of this Agreement which were suspended Parties will co-operate in terms of clause 3.2 above shall also take effect and become operative, and the whole of this Agreement shall accordingly become unconditional. 3.6 The Parties shall, where it is within their respective power and control to do so, use their respective reasonable commercial endeavours good faith to procure the fulfilment of the Suspensive Conditions as soon as reasonably possible after the Signature Date. 3.4 Unless all the Suspensive Conditions have been fulfilled or waived by not later than the date specified for fulfilment thereof set out above (or such later date or dates as may be agreed in writing between the Parties) the provisions of this Agreement, save for the provisions of clause 1, this clause 3, and clauses 6 to 16 which will become effective immediately, will never become of any force or effect and the status quo ante will be restored as near as may be and neither of the Parties will have any claim against the other in terms hereof or arising from the failure of the Suspensive Conditions, save for any claims arising from a breach of the provisions of clause 3.3. 4.1 DRDGOLD hereby, but with effect from the Closing Date, subscribes for the Subscription bhares at the Subscription Price. 4.2 DRDGOLD shall pay the Subscription Price on the Closing Date in any event before cash by electronically transfer to the Long Stop Nominated Attorneys, which shall receive it on behalf of the Company and will be instructed to apply it, immediately upon clearance of the funds, as follows — 4.2.1 R4,300,000.00 (four million three hundred thousand rand) to pay to DRDGOLD in settlement of the purchase consideration payable by the Company to DRDGOLD pursuant to the exercise by the Company of the option to acquire from DRDGOLD 50,000,000 (fifty million) ordinary shares in the capital of DRDSA; 4.2.2 R1,279,500.00 (one million two hundred and seventy nine thousand five hundred rand) to pay to Blyvoor in settlement of the subscription price payable by the Company to Blyvoor for the subscription by the Company for the Blyvoor Class B Pref Share; 4.2.3 8909,500.00 (nine hundred and nine thousand five hundred rand) to pay to Crown in settlement of the subscription price payable by the Company to Crown for the subscription by the Company for the Crown Class B Pref Share; and 4.2.4 85,360,000.00 (five million three hundred and sixty thousand rand) to pay to ERPM in settlement of the subscription price payable by the Company to ERPM for the subscription by the Company for the ERPM Class B Pref Share. 4.3 On the Closing Date, against compliance by the Company with the obligation to pay the Subscription Price, the Company shall allot and issue the Subscription Shares and shall deliver the share certificate in respect thereof to DRDGOLD. 4.4 The creation duty payable on the creation of the Class B Pref Share shall be borne and paid by DRDGOLD.

SUSPENSIVE CONDITIONS. 3.1 The provisions of this clause 3 and clauses 1This Agreement, 2 and 14 to 19 (both inclusive) shall take effect and become operative immediately upon the Signature Date. 3.2 All of save for the provisions of clause 1, this Agreementclause 3, except for those and clauses 6 to 16 which take effect and will become operative immediately in terms of clause 3.1 aboveeffective immediately, shall be subject to the fulfilment or waiver suspensive conditions that, by no later than 30 November 2006 – 3.1.1 the Khumo Gold SPV Pref Shares Subscription Agreement has been entered into and has become unconditional in accordance with its terms, save in respect of any condition requiring that this Agreement becomes unconditional; 3.1.2 a special resolution has been passed and registered by the Registrar of Co mpanies in order to amend the rights, privileges and restrictions attaching to the Class A Pref Share, by substituting R0.74 (seventy four cents) for R0.85 (eighty five cents) where it appears in article 24(1)(d) 2.1 of the following suspensive conditions (Suspensive Conditions) on or before the Long Stop Date (unless otherwise specified): 3.2.1 that the sale articles of association of the Phase II Rock Dump (as contemplated in the Asset Sale Agreement) is concluded to the satisfaction of the Purchaser, as confirmed in writing by the Purchaser within 10 (ten) Business Days of the expiry of the Phase II Collection PeriodCompany; and 3.2.2 that 3.1.3 all such resolutions have been passed by the Purchaser procures funding for the payments required in terms of clauses 6.1.1 shareholders and 6.2. 3.3 The Seller may waive the Suspensive Conditions by written notice to the Purchaser. 3.4 If any directors of the Suspensive Conditions is not fulfilled or waived (Company and, where required, registered by the Registrar of Companies, as the case may be) on or before the Long Stop Date, then be necessary in order to approve and implement the provisions of this Agreement that are suspended shall not take effect Agreement. 3.2 The Suspensive Conditions have been inserted for the benefit of both Parties and may therefore only be waived by agreement in writing between the Parties. 3.3 Each of the Parties will use commercially reasonable endeavours and the provisions that have taken effect shall fall away with the exception of the provisions of this this clause 3 and clauses 1, and 14 to 19 (both inclusive) which shall survive and shall be enforceable under this Agreement, and the Sale Agreement shall continue to apply. 3.5 If the Suspensive Conditions are fulfilled or waived (as the case may be) on or before the Long Stop Date, then all the provisions of this Agreement which were suspended Parties will co-operate in terms of clause 3.2 above shall also take effect and become operative, and the whole of this Agreement shall accordingly become unconditional. 3.6 The Parties shall, where it is within their respective power and control to do so, use their respective reasonable commercial endeavours good faith to procure the fulfilment of the Suspensive Conditions as soon as reasonably possible after the Signature Date. 3.4 Unless all the Suspensive Conditions have been fulfilled or waived by not later than the date specified for fulfilment thereof set out above (or such later date or dates as may be agreed in writing between the Parties) the provisions of this Agreement, but save for the provisions of clause 1, this clause 3, and clauses 6 to 16 which will become effective immediately, will never become of any force or effect and the status quo ante will be restored as near as may be and neither of the Parties will have any claim against the other in terms hereof or arising from the failure of the Suspensive Conditions, save for any event before claims arising from a breach of the Long Stop Dateprovisions of clause 3.3.

SUSPENSIVE CONDITIONS. 3.1 The provisions of this clause 3 and clauses 1This Agreement, 2 and 14 to 19 (both inclusive) shall take effect and become operative immediately upon the Signature Date. 3.2 All of save for the provisions of clause 1, this Agreementclause 3, except for those and clauses 8 to 15 which take effect and will become operative immediately in terms of clause 3.1 aboveeffective immediately, shall be subject to the fulfilment or waiver of the following suspensive conditions (Suspensive Conditions) on or before that, by not later than 31 October 2006 — 3.1.1 the Long Stop Date (unless otherwise specified): 3.2.1 Khumo Gold SPV Pref Share Subscription Agreement has been entered into and has become unconditional in accordance with its terms, save in respect of any condition requiring that the sale of the Phase II Rock Dump (as contemplated in the Asset Sale Agreement) is concluded to the satisfaction of the Purchaser, as confirmed in writing by the Purchaser within 10 (ten) Business Days of the expiry of the Phase II Collection Periodthis Agreement becomes unconditional; and 3.2.2 3.1.2 the Trust Loan Agreement has been entered into and has become unconditional in accordance with its terms, save in respect of any condition requiring that the Purchaser procures funding this Agreement becomes unconditional. 3.2 The Suspensive Conditions have been inserted for the payments required benefit of all Parties and may therefore only be waived by agreement in terms of clauses 6.1.1 and 6.2writing between the Parties. 3.3 The Seller may waive the Suspensive Conditions by written notice to the Purchaser. 3.4 If any Each of the Suspensive Conditions is not fulfilled or waived (as the case may be) on or before the Long Stop Date, then the provisions of this Agreement that are suspended shall not take effect Parties will use commercially reasonable endeavours and the provisions that have taken effect shall fall away with the exception of the provisions of this this clause 3 and clauses 1, and 14 to 19 (both inclusive) which shall survive and shall be enforceable under this Agreement, and the Sale Agreement shall continue to apply. 3.5 If the Suspensive Conditions are fulfilled or waived (as the case may be) on or before the Long Stop Date, then all the provisions of this Agreement which were suspended Parties will co-operate in terms of clause 3.2 above shall also take effect and become operative, and the whole of this Agreement shall accordingly become unconditional. 3.6 The Parties shall, where it is within their respective power and control to do so, use their respective reasonable commercial endeavours good faith to procure the fulfilment of the Suspensive Conditions as soon as reasonably possible after the Signature Date. 3.4 Unless all the Suspensive Conditions have been fulfilled or waived by not later than the date specified for fulfilment thereof set out above (or such later date or dates as may be agreed in writing between the Parties) the provisions of this Agreement, but save for the provisions of clause 1, this clause 3, and clauses 8 to 15 which will become effective immediately, will never become of any force or effect and the status quo ante will be restored as near as may be and none of the Parties will have any claim against the others in terms hereof or arising from the failure of the Suspensive Conditions, save for any event before claims arising from a breach of the Long Stop Dateprovisions of clause 3.3.

SUSPENSIVE CONDITIONS. 3.1 The provisions of this clause 3 and clauses 1, 2 and 14 to 19 (both inclusive) shall take effect and become operative immediately upon the Signature Date. 3.2 All of the provisions whole of this Agreement, except for those other than the Preamble and the provisions of clauses 1, 2, this clause 3, clause 16.2, 16.3 and clauses 19 to 30 (both inclusive), which take effect and become operative immediately in terms of clause 3.1 above, shall be of immediate force and effect on the Signature Date, is subject to the fulfilment or waiver of the following Suspensive Conditions, that by no later than 15 December 2013: 3.1.1 all of the suspensive conditions (Suspensive Conditions) on or before the Long Stop Date (unless otherwise specified): 3.2.1 that the sale of the Phase II Rock Dump (as contemplated in the Asset Sale Agreement) is concluded to the satisfaction of the Purchaser, as confirmed in writing by the Purchaser within 10 (ten) Business Days of the expiry of the Phase II Collection PeriodLoan Creation Consolidation Agreement have been fulfilled save for any condition/s contained therein requiring this Agreement to have been entered into and/or becoming unconditional; and 3.2.2 that 3.1.2 the Purchaser procures funding Loan Creation Consolidation Agreement has been implemented save for the payments required in terms implementation of clauses 6.1.1 the BBKT IBMR Share Sale Step and 6.2the payment by PPM to I▇▇ ▇▇▇▇ and BBKT of the Guaranteed Amounts. 3.3 The Seller may waive 3.2 Forthwith after the Suspensive Conditions by written notice to the Purchaser. 3.4 If any of the Suspensive Conditions is not fulfilled or waived (as the case may be) on or before the Long Stop Signature Date, then the provisions of this Agreement that are suspended Parties shall not take effect and the provisions that have taken effect shall fall away with the exception of the provisions of this this clause 3 and clauses 1, and 14 to 19 (both inclusive) which shall survive and shall be enforceable under this Agreement, and the Sale Agreement shall continue to apply. 3.5 If the Suspensive Conditions are fulfilled or waived (as the case may be) on or before the Long Stop Date, then all the provisions of this Agreement which were suspended in terms of clause 3.2 above shall also take effect and become operative, and the whole of this Agreement shall accordingly become unconditional. 3.6 The Parties shall, where it is within their respective power and control to do so, use their respective reasonable commercial endeavours and co-operate in good faith to procure the fulfilment of the Suspensive Conditions, to the extent that it is within their power to do so, as expeditiously as reasonably possible. 3.3 The Suspensive Conditions have been inserted for the benefit of all the Parties, who will be entitled to waive fulfilment of same (or part thereof) by written agreement prior to the expiry of the time period set out in clause 3.1 (or extended in accordance with clause 3.4). 3.4 Unless the Suspensive Conditions have been fulfilled or waived by not later than the date for fulfilment thereof set out in clause 3.1 (or such later date or dates as soon as possible after may be agreed in writing between the Signature Date, but in any event Parties before the Long Stop aforesaid date or dates), the provisions of this Agreement save for clause 1, 2, this clause 3, and clauses 19 to 30 (both inclusive) which will remain of full force and effect, will never become of any force or effect and the status quo ante will be restored as near as may be possible and none of the Parties will have any claim against any other in terms hereof or arising from the failure of the Suspensive Conditions, save for any claims arising from a breach of clause 3.2 and/or any prior breach of any of the provisions of this Agreement which became effective prior to the Effective Date.

SUSPENSIVE CONDITIONS. 3.1 The provisions of this clause 3 and clauses 1This Agreement, 2 and 14 to 19 (both inclusive) shall take effect and become operative immediately upon the Signature Date. 3.2 All of save for the provisions of clause 1, this Agreementclause 3, except for those and clauses 8 to 15 which take effect and will become operative immediately in terms of clause 3.1 aboveeffective immediately, shall be subject to the fulfilment or waiver of the following suspensive conditions (Suspensive Conditions) on or before that, by not later than 31 October 2006 — 3.1.1 the Long Stop Date (unless otherwise specified): 3.2.1 Khumo Gold SPV Pref Share Subscription Agreement has been entered into and has become unconditional in accordance with its terms, save in respect of any condition requiring that the sale of the Phase II Rock Dump (as contemplated in the Asset Sale Agreement) is concluded to the satisfaction of the Purchaser, as confirmed in writing by the Purchaser within 10 (ten) Business Days of the expiry of the Phase II Collection Periodthis Agreement becomes unconditional; and 3.2.2 that 3.1.2 the Purchaser procures funding Trust Loan Agreement has been entered into and has become unconditional in accordance with its terms, save in respect of any 3.2 The Suspensive Conditions have been inserted for the payments required benefit of all Parties and may therefore only be waived by agreement in terms of clauses 6.1.1 and 6.2writing between the Parties. 3.3 The Seller may waive the Suspensive Conditions by written notice to the Purchaser. 3.4 If any Each of the Suspensive Conditions is not fulfilled or waived (as the case may be) on or before the Long Stop Date, then the provisions of this Agreement that are suspended shall not take effect Parties will use commercially reasonable endeavours and the provisions that have taken effect shall fall away with the exception of the provisions of this this clause 3 and clauses 1, and 14 to 19 (both inclusive) which shall survive and shall be enforceable under this Agreement, and the Sale Agreement shall continue to apply. 3.5 If the Suspensive Conditions are fulfilled or waived (as the case may be) on or before the Long Stop Date, then all the provisions of this Agreement which were suspended Parties will co-operate in terms of clause 3.2 above shall also take effect and become operative, and the whole of this Agreement shall accordingly become unconditional. 3.6 The Parties shall, where it is within their respective power and control to do so, use their respective reasonable commercial endeavours good faith to procure the fulfilment of the Suspensive Conditions as soon as reasonably possible after the Signature Date. 3.4 Unless all the Suspensive Conditions have been fulfilled or waived by not later than the date specified for fulfilment thereof set out above (or such later date or dates as may be agreed in writing between the Parties) the provisions of this Agreement, but save for the provisions of clause 1, this clause 3, and clauses 8 to 15 which will become effective immediately, will never become of any force or effect and the status quo ante will be restored as near as may be and none of the Parties will have any claim against the others in terms hereof or arising from the failure of the Suspensive Conditions, save for any event before claims arising from a breach of the Long Stop Dateprovisions of clause 3.3.

SUSPENSIVE CONDITIONS. 3.1 The provisions of this clause 3 and clauses 1This Agreement, 2 and 14 to 19 (both inclusive) shall take effect and become operative immediately upon the Signature Date. 3.2 All of save for the provisions of clause 1, this Agreementclause 3, except for those and clauses 6 to 16 which take effect and will become operative immediately in terms of clause 3.1 aboveeffective immediately, shall be subject to the fulfilment or waiver suspensive conditions that, by no later than 30 November 2006 – 3.1.1 the Khumo Gold SPV Pref Shares Subscription Agreement has been entered into and has become unconditional in accordance with its terms, save in respect of any condition requiring that this Agreement becomes unconditional; 3.1.2 a special resolution has been passed and registered by the Registrar of Companies in order to amend the rights, privileges and restrictions attaching to the Class A Pref Share, by substituting R0.74 (seventy four cents) for R0.85 (eighty five cents) where it appears in article 19(L) 2.1 of the following suspensive conditions (Suspensive Conditions) on or before the Long Stop Date (unless otherwise specified): 3.2.1 that the sale articles of association of the Phase II Rock Dump (as contemplated in the Asset Sale Agreement) is concluded to the satisfaction of the Purchaser, as confirmed in writing by the Purchaser within 10 (ten) Business Days of the expiry of the Phase II Collection PeriodCompany; and 3.2.2 that 3.1.3 all such resolutions have been passed by the Purchaser procures funding for the payments required in terms of clauses 6.1.1 shareholders and 6.2. 3.3 The Seller may waive the Suspensive Conditions by written notice to the Purchaser. 3.4 If any directors of the Suspensive Conditions is not fulfilled or waived (Company and, where required, registered by the Registrar of Companies, as the case may be) on or before the Long Stop Date, then be necessary in order to approve and implement the provisions of this Agreement that are suspended shall not take effect Agreement. 3.2 The Suspensive Conditions have been inserted for the benefit of both Parties and may therefore only be waived by agreement in writing between the Parties. 3.3 Each of the Parties will use commercially reasonable endeavours and the provisions that have taken effect shall fall away with the exception of the provisions of this this clause 3 and clauses 1, and 14 to 19 (both inclusive) which shall survive and shall be enforceable under this Agreement, and the Sale Agreement shall continue to apply. 3.5 If the Suspensive Conditions are fulfilled or waived (as the case may be) on or before the Long Stop Date, then all the provisions of this Agreement which were suspended Parties will co-operate in terms of clause 3.2 above shall also take effect and become operative, and the whole of this Agreement shall accordingly become unconditional. 3.6 The Parties shall, where it is within their respective power and control to do so, use their respective reasonable commercial endeavours good faith to procure the fulfilment of the Suspensive Conditions as soon as reasonably possible after the Signature Date. 3.4 Unless all the Suspensive Conditions have been fulfilled or waived by not later than the date specified for fulfilment thereof set out above (or such later date or dates as may be agreed in writing between the Parties) the provisions of this Agreement, but save for the provisions of clause 1, this clause 3, and clauses 6 to 16 which will become effective immediately, will never become of any force or effect and the status quo ante will be restored as near as may be and neither of the Parties will have any claim against the other in terms hereof or arising from the failure of the Suspensive Conditions, save for any event before claims arising from a breach of the Long Stop Dateprovisions of clause 3.3.

SUSPENSIVE CONDITIONS. 3.1 The provisions of this clause 3 and clauses 1, 2 and 14 to 19 (both inclusive) shall take effect and become operative immediately upon the Signature Date. 3.2 All of the provisions of this Agreement, except Save for those which take effect and become operative immediately in terms of clause 3.1 above, shall be subject to the fulfilment or waiver of the following suspensive conditions (Suspensive Conditions) on or before the Long Stop Date (unless otherwise specified): 3.2.1 that the sale of the Phase II Rock Dump (as contemplated in the Asset Sale Agreement) is concluded to the satisfaction of the Purchaser, as confirmed in writing by the Purchaser within 10 (ten) Business Days of the expiry of the Phase II Collection Period; and 3.2.2 that the Purchaser procures funding for the payments required in terms of clauses 6.1.1 and 6.2. 3.3 The Seller may waive the Suspensive Conditions by written notice to the Purchaser. 3.4 If any of the Suspensive Conditions is not fulfilled or waived (as the case may be) on or before the Long Stop Date, then the provisions of this Agreement that are suspended shall not take effect and the provisions that have taken effect shall fall away with the exception of the provisions of this this clause 3 and clauses 11 (Definitions and Interpretation), 9, 10 (TNPA’s Warranties and Undertakings), 18 (Transition Planning), and 14 51 (Corrupt Gifts and Fraud) to 19 55 (both inclusive) Miscellaneous Matters), which shall survive and shall be enforceable under come into effect immediately upon signing of this AgreementAgreement (“Immediately Operative Provisions”), and the Sale this Agreement shall continue to apply. 3.5 If not come into force and effect until the Suspensive Conditions suspensive conditions set out below are fulfilled or waived (as the case may be, within a period of 6 (six) on months from the Signature Date or before such later date as the Long Stop Parties may agree to in writing prior to the expiry of the said period of 6 (six) months (“the Fulfilment Date, then all ”): 3.1.1 resolution of the provisions Executive Committee of TNPA authorising the conclusion of this Agreement which were suspended in terms Agreement; 3.1.2 resolution of clause 3.2 above shall also take effect and become operative, and the whole Terminal Operator’s Board of Directors authorising the conclusion of this Agreement shall accordingly become unconditional.Agreement; and 3.6 3.2 The Parties shall, where it is within their respective power shall cooperate and control to do so, shall use their respective all reasonable commercial endeavours to procure the fulfilment of the Suspensive Conditions suspensive conditions in this clause 3 by not later than the Fulfilment Date. Each Party shall promptly inform the other Party, in writing, when the suspensive conditions for which it is responsible have been satisfied. 3.3 The suspensive conditions in clauses 3.1.1, and 3.1.2 are for the benefit of both parties and may be waived by agreement in writing between the parties at any time prior to the Fulfillment Date. The remaining suspensive conditions are not capable of being waved. 3.4 Unless the suspensive conditions contained in this clause, are fulfilled or where applicable, waived, as soon as possible after the Signature case may be, on or before the Fulfilment Date, the provisions of the immediately operative provisions shall continue to be of full force and effect, but the remainder of this Agreement shall not become operative or effective and shall have no force or effect whatsoever. 3.5 No Party shall have any claim, unless explicitly set out in this Agreement, against any other Party pursuant to the non-fulfilment of the suspensive conditions in this clause, save where a Party has breached the terms of this clause and/or has deliberately frustrated the fulfilment of such condition or intentionally caused that condition not to be fulfilled, in which event before that Party shall be liable to the Long Stop Dateother Party for such damages as such other Party may have suffered thereby.

SUSPENSIVE CONDITIONS. 3.1 The provisions of this clause 3 and clauses 1This Agreement, 2 and 14 to 19 (both inclusive) shall take effect and become operative immediately upon the Signature Date. 3.2 All of save for the provisions of clause 1, this Agreementclause 3, except for those and clauses 6 to 16 which take effect and will become operative immediately in terms of clause 3.1 aboveeffective immediately, shall be subject to the fulfilment or waiver of the following suspensive conditions (Suspensive Conditions) on or before that, by no later than 30 November 2006 – 3.1.1 the Long Stop Date (unless otherwise specified): 3.2.1 Trust Loan Agreement has been entered into and has become unconditional in accordance with its terms, save in respect of any condition requiring that the sale of the Phase II Rock Dump (as contemplated in the Asset Sale Agreement) is concluded to the satisfaction of the Purchaser, as confirmed in writing by the Purchaser within 10 (ten) Business Days of the expiry of the Phase II Collection Periodthis Agreement becomes unconditional; and 3.2.2 that 3.1.2 all such resolutions have been passed by the Purchaser procures funding for the payments required in terms of clauses 6.1.1 shareholders and 6.2. 3.3 The Seller may waive the Suspensive Conditions by written notice to the Purchaser. 3.4 If any directors of the Suspensive Conditions is not fulfilled or waived (Company and, where required, registered by the Registrar of Companies, as the case may be) on or before the Long Stop Date, then be necessary in order to approve and implement the provisions of this Agreement that are suspended shall not take effect Agreement. 3.2 The Suspensive Conditions have been inserted for the benefit of both Parties and may therefore only be waived by agreement in writing between the Parties. 3.3 Each of the Parties will use commercially reasonable endeavours and the provisions that have taken effect shall fall away with the exception of the provisions of this this clause 3 and clauses 1, and 14 to 19 (both inclusive) which shall survive and shall be enforceable under this Agreement, and the Sale Agreement shall continue to apply. 3.5 If the Suspensive Conditions are fulfilled or waived (as the case may be) on or before the Long Stop Date, then all the provisions of this Agreement which were suspended Parties will co-operate in terms of clause 3.2 above shall also take effect and become operative, and the whole of this Agreement shall accordingly become unconditional. 3.6 The Parties shall, where it is within their respective power and control to do so, use their respective reasonable commercial endeavours good faith to procure the fulfilment of the Suspensive Conditions as soon as reasonably possible after the Signature Date. 3.4 Unless all the Suspensive Conditions have been fulfilled or waived by not later than the date specified for fulfilment thereof set out above (or such later date or dates as may be agreed in writing between the Parties) the provisions of this Agreement, but save for the provisions of clause 1, this clause 3, and clauses 6 to 16 which will become effective immediately, will never become of any force or effect and the status quo ante will be restored as near as may be and neither of the Parties will have any claim against the other in terms hereof or arising from the failure of the Suspensive Conditions, save for any event before claims arising from a breach of the Long Stop Dateprovisions of clause 3.3.