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AngloGold hereby sells, transfers and cedes to the Purchaser, and the Purchaser hereby purchases the VR Mining Business, and as a going concern, on the Closing Date, subject to the terms and conditions set out in this Agreement and excluding the Excluded Liabilities.
On the Closing Date and against compliance by the Purchaser with all of its obligations in terms of clause 19 that are due on or before the Closing Date, AngloGold:. AngloGold undertakes to use all reasonable endeavours to procure, as soon as reasonably practicable following the Signature Date, the assignment of the Contracts, and the related cession and delegation of rights, title, interests and obligations, to the Purchaser as aforesaid with effect on and from the Closing Date, including to obtain all consents, approvals and waivers that may be required from any third parties for such assignment.
To the extent the Purchaser identifies any material deficiencies in any of the Contracts, then AngloGold shall co-operate with the Purchaser in good faith and provide any documentation, information and support reasonably requested by the Purchaser to rectify the issue or mitigate any risks for the Purchaser. To the extent that the consent of any other third parties to any of the Contracts is required to effect the assignment, cession and delegation contemplated in this clause Closing Date.
In particular but without limiting the aforegoing, if the third parties to the Contracts do not perform their obligations under the Contracts, AngloGold shall take all such reasonable steps, at the cost of the Purchaser, as shall be available to enforce such obligations;. AngloGold shall exercise all its rights under that Contract for the benefit and at the direction of the Purchaser and AngloGold shall collect and pay to the Purchaser promptly all amounts due to be paid to AngloGold under or in respect of that Contract;.
AngloGold shall be obliged, at its cost, to discharge on the respective due dates therefor any obligations under the Contract in respect of the period prior to the Closing Date;. AngloGold shall sign and execute, promptly upon receiving a written request from the Purchaser, all documents as may be reasonably required to procure the delivery and transfer, and to the extent necessary or possible, the registration of the transfer, of the Sale Assets into the name of the Purchaser;.
This clause shall constitute a stipulatio alteri in favour of the Kopanang Purchaser capable of acceptance in writing by the Kopanang Purchaser at any time; and. To the extent applicable, AngloGold undertakes to use all reasonable endeavours to procure the delegation of the Sale Liabilities to the Purchaser as aforesaid with effect from the Closing Date. The Parties record and agree that the Purchaser shall, with effect from the Closing Date, duly assume or punctually pay, satisfy, discharge, perform or fulfil as the case may be all of the Sale Liabilities.
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If, after the Closing Date, any person makes any payment to: i AngloGold and if the payment is in respect of any amount due to the Purchaser in terms of this Agreement, AngloGold shall, as soon as reasonably possible thereafter, notify the Purchaser thereof and transfer an amount equal to such payment into a bank account to be nominated by the Purchaser in writing; or ii the Purchaser and if the payment is in respect of any amount due to AngloGold in terms of this Agreement, then the Purchaser shall, as soon as reasonably possible thereafter, notify AngloGold thereof and transfer an amount equal to such payment into a bank account to be nominated by AngloGold in writing.
Mining Rights. On the Closing Date, and to the extent that it has not already done so:. AngloGold shall, upon written request by the Purchaser, give all reasonable assistance and take all such action as may be reasonably required by the Purchaser to give effect to the provisions of this clause Rehabilitation Obligations. It is recorded that AngloGold has made provision for the rehabilitation of the Mining Areas in the amounts and by way of the methods detailed below:. On the Closing Date:. Notwithstanding anything to the contrary contained herein, AngloGold shall use all reasonable endeavours to procure the upliftment of the original Vaal River Financial Guarantee and the Purchaser shall provide all assistance required by AngloGold in this regard.
VR Mining Properties. From the Closing Date until the Transfer Date of each of the respective VR Mining Properties both dates inclusive , all risk in and benefit attaching to such VR Mining Property shall vest in the Purchaser and the Purchaser shall, free of rental cost, have full and unfettered rights, subject to the terms and conditions set out in this clause To give effect to this intention, the Parties agree that the Conveyancer is hereby authorised on behalf of both Parties to and shall during the Interim Period:.
The Parties undertake that they shall do all such things as may be necessary to give effect to the intention of the Parties as set out in clause All costs associated with the applications for Rates Clearance Figures shall be for the account of AngloGold. On the Closing Date and against compliance by the Purchaser with all of its obligations in terms of clause 19 that are due on or before the Closing Date:.
Yard Servitude in the relevant Deeds Registry. The Authorised Representative of each Party shall be:. Throughout the period from Closing Date to Transfer Date both dates inclusive :. AngloGold undertakes to the Purchaser that when obtaining the Rates Clearance Figures from the relevant local authority for purposes of the Transfer, it shall effect payment of the full debt due to the relevant local authority as at such date and shall not limit this to the 2 two years preceding the issue of the Rates Clearance Certificate;.
Save as set out to the contrary in this clause The Purchaser shall effect payment of such agreed costs to the Conveyancers on receipt of a VAT invoice from the Conveyancers. AngloGold shall be obliged to procure the issue of a valid and up to date certificate of compliance in respect of each of the freehold residential properties referred to in paragraph A of Annexure I as contemplated in terms of the Electrical Installation Regulations promulgated under the Occupational Health and Safety Act No.
AngloGold shall be liable for the cost of procuring the issue of the said Compliance Certificates to the extent that it is necessary to procure the issue of an updated Compliance Certificate , including without limitation the cost of any necessary electrical work. To the extent that such amounts have not already been paid to AngloGold as contemplated in clause In relation to the period from the Closing Date until the Transfer Date for each of the respective VR Mining Properties both dates inclusive , the Purchaser shall, without limitation, be liable for all costs save for rental costs which are incurred with effect from the Closing Date and related to its occupation and possession of the VR Mining Properties, including without limitation —.
VR Mining Servitudes. The VR Mining Servitudes shall:. Properties, provided that prior to such cancellation the Purchaser will, at its own cost rehabilitate the VR Mining Servitude Areas to the satisfaction of the relevant Governmental Entity, as well as all applicable Laws;. From the Closing Date until the date of registration of each of the VR Mining Servitudes in the relevant Deeds Registry both dates inclusive , all risk in and benefit attaching to such VR Mining Servitude Areas shall vest in the Purchaser and the Purchaser shall, free of rental cost, have full and unfettered rights, subject to the terms and conditions set out in this clause It is the intention of the Parties that the registration of each of the VR Mining Servitudes in the Deeds Registry takes place as soon as reasonably possible after the Closing Date.
To give effect to this intention, the Parties agree that the Conveyancer is hereby authorised on behalf of both Parties to and shall immediately after the Signature Date:. All costs associated with the application to the Minister in terms of SALA, the application to the local authority, the preparation and approval of the diagrams in respect of the VR Mining Servitude Areas and the cost of compliance with any conditions that may be imposed in terms of any of the aforestated required consents, shall be for the account of the Purchaser.
Throughout the period from Closing Date to date of registration of each of the VR Mining Servitudes in the relevant Deeds Registry both dates inclusive :. From the Closing Date, and for so long as the Purchaser is the registered holder of the VR Mining Servitudes, the Purchaser shall, without limitation, be liable to AngloGold, for all costs which are incurred with effect from the Closing Date and related to its access and use of the VR Mining Servitude Areas, including without limitation —. Village Property. With regards to the Village Property, as defined in Annexure J, the Parties record that in order to create the Village Property, AngloGold will within a reasonable time period following the Signature Date apply to the relevant local municipality and AngloGold will use its reasonable endeavours to obtain the approval of the necessary subdivisions and consolidations in respect of portions of the Village Greater Property in order to create the Village Property by the registration of the said subdivisions and consolidations in the relevant Deeds Registry the " Subdivisions and Consolidations ".
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The costs in fulfilment of the conditions imposed by the local authority in relation to the Subdivisions and Consolidations, which costs shall form a part of the Subdivision and Consolidation Costs, shall be estimated, upon receipt of the schedule of conditions from the relevant local authority, at the cost of AngloGold by a registered townplanner and registered engineer in order to determinate the total estimated Subdivision and Consolidation Costs for the purposes of clause In the event that the required consent to the Subdivisions and Consolidations is granted by the relevant local authority, the Parties agree that:.
AngloGold shall only be liable up to a maximum amount of R, In the event that the required consent to the Subdivisions and Consolidations is not granted by the relevant local municipality, AngloGold undertakes at its sole cost to within a reasonable time period to file and diligently pursue an appeal to the appropriate appeal authority against such decision of the relevant local municipality. In the event that within 60 sixty months of the Closing Date, or such longer period as agreed to by the Parties in writing before the termination of such period, the required consent to the Subdivisions and Consolidations is not granted by the relevant local municipality and an appeal to the appropriate appeal authority against such decision of the relevant local municipality has been unsuccessful the Purchaser shall be entitled to exercise the option to lease the Village Property as contemplated in clause In the event that an appeal to the appropriate appeal authority against such decision of the relevant local municipality is successful the provisions of clause Occupation and possession of the Village Property will be provided to the Purchaser on the Closing Date.
Subject to the provisions of clause From the Closing Date, subject to obtaining all necessary consents and approvals, the Purchaser hereby grants to AngloGold a perpetual right of way servitude, in general terms, not exceeding 15 fifteen metres in width the "AngloGold Right of Way Servitude" over. To give effect to this intention, the Parties undertake that they shall do all such things as may be necessary to give effect to the intention of the Parties as set out in clause All agreed costs of the Conveyancers.
The Parties undertake in favour of each other that:. AngloGold shall at any time be entitled, but not obliged, to describe the route of the aforesaid AngloGold Right of Way Servitude by reference to an approved servitude diagram depicting the route of the AngloGold Right of Way Servitude over the Village Property and to execute a notarial deed of route determination, and to register such deed of route determination in the relevant Deeds Registry. In such instance the Purchaser undertakes to sign all relevant documentation within 5 five Business Days upon request and to furnish on request all documentation as may be required to give effect to the aforesaid.
Village Property Transfer. It is the intention of the Parties that the Village Property Transfer takes place as soon as reasonably possible after the Closing Date. Both Parties undertake that they shall do all such things as may be necessary to give effect to the intention of the Parties as set out in clause Rates Clearance Figures and providing such documentation to the Conveyancers which is necessary to prepare all documents to give effect to the Village Property Transfer.
AngloGold undertakes to the Purchaser that when obtaining the Village Property Rates Clearance Figures from the relevant local authority for purposes of the Village Property Transfer, it shall effect payment of the full debt due to the relevant local authority as at such date and shall not limit this to the 2 two years preceding the issue of the Village Property Rates Clearance Certificate; and.
Option to Lease Village Property. In the event that the Purchaser is unable to complete the rehabilitation of the Village Property, prior to the termination or expiry of the Village Property Lease, then AngloGold shall permit the Purchaser reasonable continued access to the Village Property in order to complete its rehabilitation;. AngloGold grants power of attorney to the Purchaser to sign such documents as may be required to give effect to same;.
AngloGold shall not at any time during the period of the Village Property Lease sell, alienate or otherwise dispose of the whole or any portion of the Village Property or the Village Greater Property, unless AngloGold has first offered to sell such property to the Purchaser;. AngloGold shall on request grant unto and in favour of the Purchaser the power of attorney to register such servitudes over the Village Greater Property as may be required to secure the rights of the Purchaser under the Village Property Lease or where same are required over the Village Greater Property to access the Village Property or provide utilities to the Village.
Property and the Parties undertake in favour of each other to sign all documentation necessary in order to give effect to the provisions of this clause. Notwithstanding the provisions contained in clauses Prior to the exercise of the Village Property Option:. Upon the exercise of the Village Property Option the Authorised Representatives of the Purchaser and AngloGold shall within 30 thirty days of the date on which the Purchaser exercised the Village Property Option in writing, or such extended period as the Parties may agree, execute a notarial deed of lease before a notary public the " Village Property Lease " on substantially the same terms and conditions consistent with the provisions of clause After expiry of the Option Period, the Village Property Option will not automatically lapse but will be revocable at the instance of either Party by the provision of written notice to this effect to the other Party.
In the event of such written notice being given, this Village Property Option shall lapse and be of no further force and effect. Upon the exercise of the Village Property Option the Parties agree that the Conveyancer is hereby authorised on behalf of both Parties to and shall immediately after the exercise of the Village Property Option instruct a registered land surveyor to prepare lease diagrams of the Village Property area and to have those diagrams approved by the Surveyor General. The Purchaser shall be liable for the costs of such diagrams. From the Closing Date, the Parties undertake in favour of each other that:.
Save as set out to the contrary in clauses Subject to the Warranties, the Parties agree that the Village Property is sold to the extent as they now lie, voetstoots , subject to all registered servitudes, Village Property Surface Right Permits, other surface right permits and Encumbrances. In relation to the period from the Closing Date until the Village Property Transfer Date or the date of registration of the Village Property Lease in the relevant Deeds Registry both dates inclusive , the Purchaser shall, without limitation, be liable for all costs save for rental costs which are incurred with effect from the Closing Date and related to its occupation and possession of the Village Property, including without limitation —.
With effect from the Closing Date the Purchaser shall take out insurance as it deems necessary in relation to the Village Property. The Parties record that the buildings constructed on the Village Property were constructed for mining purposes pursuant to surface right permits and that there are no approved building plans or electricity compliance certificates in terms of the Electrical Installation Regulations promulgated under the Occupational Health and Safety Act No.
From the Signature Date, AngloGold shall not be entitled to sell, lease, alienate, hypothecate, encumber or in any other way Dispose of the Village Property in any manner whatsoever without the prior written consent of the Purchaser. To ensure that the rights of the Purchaser in terms of clauses The Parties undertake to use their reasonable endeavours to procure that, if required, the Purchaser shall grant to AngloGold and the Kopanang Purchaser a perpetual right of way servitude, in general terms, not exceeding 15 fifteen metres in width over the Village Property, along a route that is reasonable in the circumstances, or to traverse a route along the existing roads on the Village Property..
All costs associated with the grant of such servitude shall be for the acoucount of the Kopanang Puchaser. Surface Right Permits. On the Closing Date, and to the extent that it has not already done so, AngloGold shall provide the Purchaser with all documents necessary in order to procure the transfer of the Surface Right Permits from AngloGold to the Purchaser. From the Closing Date until the date of registration of transfer of the Surface Right Permits in the Mining Titles Office both dates inclusive , all risk in and benefit attaching to the Surface Right Permit areas and the structures erected pursuant thereto, shall vest in the Purchaser and the Purchaser shall, free of rental cost, have full and unfettered rights, subject to the terms and conditions set out in this clause In relation to the period from the Closing Date until the date of registration of transfer of each of the Surface Right Permits in the Mining Titles Office both dates inclusive , the Purchaser shall, without limitation, be liable for all costs save for rental costs which are incurred with effect from the Closing Date and related to its occupation and possession of Surface Right Permits areas, including without limitation —.
With effect from the Closing Date the Purchaser will be responsible for taking out any insurance it requires in relation to the buildings and infrastructure erected on the Surface Right Permit areas. The Parties record that the buildings constructed within the Surface Right Permit areas were constructed for mining purposes and that there are no approved building plans or electricity compliance certificates in respect thereof. From the Closing Date, AngloGold hereby grants to the Purchaser a perpetual right of way servitude, in general terms, not exceeding 15 fifteen metres in width "Purchaser Right of Way Servitude" over the Village Greater Property in favour of the Village Property.
The Purchaser Right of Way Servitude shall:. All agreed costs of the Conveyancers associated with the notarial execution and registration of the Purchaser Right of Way Servitude in the relevant Deeds Registry shall be for the account of the Purchaser. The Purchaser shall at any time be entitled, but not obliged, to describe the route of the aforesaid Purchaser Right of Way Servitude by reference to an approved servitude diagram depicting the route of the Purchaser Right of Way Servitude over the Village Greater Property and to execute a notarial deed of route determination, and to register such deed of route determination in the relevant Deeds Registry.
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In such instance AngloGold undertakes to sign all relevant documentation within 5 five Business Days upon request and to furnish on request all documentation as may be required to give effect to the aforesaid. In the event that the Purchaser at any time requires that a Surface Right Permit located on land owned by AngloGold be replaced in full or in part with a servitude to be registred in favour of the Purchaser, the Purchaser shall be entitled to procure the registration of such a servitude at its own cost without any consideration to be paid to AngloGold and AngloGold undertakes that it shall provide all reasonable assistance to give effect to the registration of the said servitude and the intention of the Purchaser, including but not limited to signature of all required documents, within 5 five Business Days of such request and providing such documentation without delay to the Purchaser which is necessary to prepare all documents to give effect to the aforesaid.
In the event that AngloGold at any time requires that a surface right permit in the name of AngloGold and located on land owned by the Purchaser be replaced in full or in part with a servitude in favour of AngloGold, AngloGold shall be entitled to procure the registration of such a servitude at its own cost and the Purchaser undertakes that it shall provide all reasonable assistance to give effect to the intention of AngloGold, including but not limited to signature of all required documents and providing such documentation to the Conveyancers which is necessary to prepare all documents to give effect to the aforesaid.
The Parties agree that to the extent that the Purchaser requires additional servitudes for the VR Mining Business over the Village Greater Property, the Parties will negotiate in good faith to agree the proposed route and substantial terms and conditions of all such additional servitudes and the Parties undertake to sign all required documents and provide such documentation to the Conveyancers which is necessary to prepare all documents to give effect to the aforesaid.
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To the extent required by the Purchaser AngloGold shall grant unto and in favour of the Purchaser the power of attorney to register servitudes in favour of the Purchaser to secure such access over such properties which are owned by AngloGold and both Parties shall sign all required documents and provide such documentation to the Conveyancers which is necessary to prepare all documents to give effect to the registration of the aforesaid servitudes. Consumables stores. With effect from the Closing Date, AngloGold shall make all consumables stores, related directly to the Mining Sale Assets, available for collection by the Purchaser.
The Purchaser shall, as soon as reasonably possible after the Closing Date, but in any event by no later than 3 three months following the Closing Date, and at its own cost collect such consumables stores and remove them from AngloGold's property, provided that if the Purchaser fails to do so, the Purchaser shall forfeit ownership as well as all rights it has in respect thereof and such ownership in all such remaining consumables stores shall permanently be retained by AngloGold.
The Purchaser hereby indemnifies and holds AngloGold harmless against all and any losses incurred or suffered by AngloGold by reason of, or arising directly or indirectly out of, or in connection with any damage caused to AngloGold's property by the Purchaser during the removal of consumables stores. Critical Spares.
Transferring Critical Spares. The Purchaser shall, as soon as reasonably possible after the Closing Date, but in any event by no later than 12 twelve months following the Closing Date, and at its own cost collect such Transferring Critical Spares located at the West Wits ZA62 and remove them from AngloGold's property, provided that if the Purchaser fails to do so, the Purchaser shall forfeit ownership as well as all rights it has in respect thereof and such ownership in all such remaining Transferring Critical Spares shall permanently be retained by AngloGold.
The Purchaser hereby indemnifies and holds AngloGold harmless against all and any losses incurred or suffered by AngloGold by reason of, or arising directly or indirectly out of, or in connection with any damage caused to AngloGold's property by the Purchaser during the removal of any Transferring Critical Spares located at the West Wits ZA Retained Critical Spares. AngloGold hereby indemnifies and holds the Purchaser harmless against all and any losses incurred or suffered by the Purchaser by reason of, or arising directly or indirectly out of, or in connection with any damage caused to the Purchaser's property by AngloGold during the removal of any Retained Critical Spares located at the Vaal River ZA16 1 Warehouse and Vaal River ZA18 8 Warehouse.
AngloGold is the registered owner of Portion of the farm Nooitgedacht No. The Core Yard Servitude shall:. AngloGold or any earlier occupier or owner of the Core Yard Servitude Area, and to allow its contractors, agents or servants, together with all necessary vehicles and equipment to exercise the right of use freely and without obstruction as may be necessary or convenient the Core Yard Servitude Area, for the exercise of any or all of the rights grant in the Core Yard Servitude and to allow its contractors, agents or servants, together with all necessary vehicles and equipment to exercise the right of use freely and without obstruction as may be necessary or convenient in respect of Core Yard Servitude Areas, for the exercise of any or all of the rights grant in the Core Yard Servitudes;.