LIPPO-MAPLETREE - Lippo Malls Indonesia Retail Trust - Investor ...

Certain agreements relating to LMIR Trust and the Properties(b) (with regard to the Retail Space Singapore SPCs) the completion of the sale and purchase of each ofthe Properties in accordance with the terms and conditions of the relevant Property PurchaseAgreement;(c) the concurrent completion of the sale and purchase of all the ordinary shares and redeemablepreference shares of each of the other Target Singapore SPCs in accordance with the terms andconditions of the relevant Singapore SPC Share Purchase Agreement;(d) there being no damage to the relevant Property and no breach of warranties which in the reasonableopinion of the Trustee, acting on the recommendation of the Manager, will have a material adverseeffect on the financial condition, prospects, earnings, business, undertaking or assets of theProperty, the relevant Target Singapore SPC or the relevant Indonesian SPC, in each case,taken as a whole; and(e) (with regard to the Retail Space Singapore SPCs) the entry into the Master Lease Agreements bythe Master Lessee and the relevant Retail Space Indonesian SPCs.The Vendors have undertaken to the Trustee to fulfil or to procure the fulfilment of the conditions of theSingapore SPC Share Purchase Agreements.In the event the listing and trading of the Units on the SGX-ST does not occur on the Listing Date or suchother date as agreed by the Trustee and the Vendors, each of the Trustee and the Vendors is entitled torescind the Singapore SPC Share Purchase Agreements for the sale and purchase of all the ordinaryshares and redeemable preference shares in the Target Singapore SPCs with, among other things, fullrepayment by the Vendors to the Trustee of the completion amount under each of the respective SingaporeSPC Share Purchase Agreements.Each Singapore SPC Share Purchase Agreement contains customary representations and warrantiesmade by the Vendors, subject to certain limitations on its liability, in respect of the relevant TargetSingapore SPC ordinary and redeemable preference shares, the relevant Indonesian SPC and therelevant Property.225