Completion and Post Completion Matters Clause Samples

The 'Completion and Post-Completion Matters' clause defines the obligations and actions required from the parties at the point of completing a transaction and immediately thereafter. It typically outlines the steps to be taken at completion, such as the transfer of documents, payment of the purchase price, and delivery of assets, as well as any follow-up actions like notifications to third parties or the fulfillment of outstanding conditions. This clause ensures that all necessary steps are clearly set out to finalize the transaction and address any residual matters, thereby reducing the risk of disputes or incomplete transfers.
Completion and Post Completion Matters. 4.1 Completion shall take place on the Completion Date at the offices of the Vendors’ Solicitors. 4.2 At Completion the Vendors shall deliver (where appropriate as agent for the Company) to the Purchaser: 4.2.1 transfers in respect of the Sale Shares duly executed by the registered holders in favour of the Purchaser or as it may direct; 4.2.2 certificates for the Sale Shares and any other documents which may be required to give good title to the Sale Shares and to enable the Purchaser to procure registration of the same in its name or as it may direct; 4.2.3 the resignations under seal of each of the directors (other than those requested in writing by the Purchaser to remain) and the secretary of the Company in the agreed form and confirmation under seal by each of the Vendors in the agreed form that the Vendors have no claims against the Company; 4.2.4 the Company’s certificate of incorporation, certificate of incorporation on change of name (if applicable), statutory registers, minute books, share certificate books and all other books (all duly written up to date); 4.2.5 any power of attorney under which any document required to be delivered under this clause 4.2 has been executed; 4.2.6 certified copies of board resolutions of the Company in the agreed form. 4.3 At Completion, the Purchaser shall: 4.3.1 deliver to the Vendors appropriate certificates in respect of the Consideration Shares; and 4.3.2 produce to the Vendors such evidence as the Vendors may reasonably require to show (i) that the provisions of clause 6.1 have been fully complied with and (ii) that the Consideration Shares have been issued to the Vendors credited as fully paid. 4.4 Immediately following Completion the Vendors shall procure that Ezee Whip Ice Cream (Overseas) Limited, and the Purchaser shall procure that the Company, enter into the Licence Agreement. 4.5 The solicitors to any party to this Agreement are authorised to take delivery on behalf of such party of any items under this agreement and their receipt shall be a good discharge for those items to the party and the solicitors to the party making delivery.
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Completion and Post Completion Matters. 4.1. The Parties agree that the following matters shall take place on or prior to the date of Completion: 4.1.1. the Share Subscription Agreement shall be implemented in accordance with its terms; 4.1.2. Grindrod shall convene such meetings or pass such resolutions of the Board of the Company as may be necessary to appoint 2 (two) persons nominated by Grindrod as Sponsor Directors and 2 (two) persons nominated by Regiment and Sankaty as Investor Directors; and 4.1.3. the Parties shall convene such meetings or pass such resolutions of the Boards of each Group Company as may be necessary to implement the Share Sale Agreement in accordance with its terms. 4.2. As soon as is reasonably practicable following the date of Completion (and, if relevant in respect of Clause 4.2.1.6, at all times following Completion) the Parties shall convene such meetings of the members of each Group Company and their respective Boards as may be necessary to: 4.2.1.1. (save in the case of the Company) appoint 2 (two) persons nominated by Grindrod as Sponsor Directors and 2 (two) persons nominated by Regiment and Sankaty as Investor Directors; 4.2.1.2. appoint such person nominated by Grindrod as the secretary of that Group Company; 4.2.1.3. appoint Deloitte as auditors of that Group Company; 4.2.1.4. appoint Credit Agricole and/or Standard Chartered Bank as principal bankers to that Group Company and arrange for the opening of any necessary bank accounts in its name (the requirements of the Approved Finance always being considered); 4.2.1.5. if necessary, resolve that the financial year of each Group Company shall end on 31 December in each calendar year; and 4.2.1.6. amend the Articles of any Group Company to the extent necessary to ensure compliance by it with the terms of this Agreement; 4.3. Each Party and the Company agrees with each other Party and the Company, as applicable, that it shall take such steps as lie within its power to procure and ensure that each Group Company performs its respective obligations under the Transaction Documents to which they are respectively a party. 4.4. The Parties shall share, pro-rata to their Shareholding, all costs related to the implementation of Clauses 4.1 and 4.2, as well as the Clarkson’s Fee which shall be payable by the Company (to the extent lawful) and any stamp duty of other securities taxes that may be payable under the Share Sale Agreement and the Share Subscription Agreement. To the extent it is not lawful for the Company to ma...
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Completion and Post Completion Matters 
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Related to Completion and Post Completion Matters

  • FINAL COMPLETION AND FINAL PAYMENT 9.9.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such 9.9.2 Neither the final payment nor the remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State or its property might in any way be responsible, have been paid or otherwise satisfied; (2) consent of surety, if any, to final payment; (3) Other data establishing payment or satisfaction of all such obligations, including, but not limited to, receipts, releases, or other supporting documentation. and (4) final waivers of liens arising out of the Contract, to the extent and in such form as may be designated by the State. If any Subcontractor refuses to furnish a release or waiver required by the State, the Contractor may furnish a bond satisfactory to the State to indemnify him against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State all moneys that the latter may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.9.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documents, the written consent of the surety to the payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such payment. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claims. 9.9.4 The making of final payment shall constitute a waiver of all claims by the State except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documents, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Payment.

  • Completion of Repairs Borrower will commence any Repairs as soon as practicable after the date of this Loan Agreement and will diligently proceed with and complete such Repairs on or before the Completion Date. All Repairs and Capital Replacements will be completed in a good and workmanlike manner, with suitable materials, and in accordance with good building practices and all applicable laws, ordinances, rules, regulations, building setback lines and restrictions applicable to the Mortgaged Property. Borrower agrees to cause the replacement of any material or work that is defective, unworkmanlike or that does not comply with the requirements of this Loan Agreement, as determined by Lender.

  • Project Completion Report At the completion of construction and once a Project is placed in service, the Subrecipient must submit a Project Completion Report that includes the total number of units built and leased, affordable units built and leased, DR-MHP units built and leased, an accomplishment narrative, and the tenants names, demographics and income for each DR-MHP unit.

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