Completion Events Sample Clauses
Completion Events. On Completion:
6.2.1 the PROMISSORY SELLERS and the SWIFT PROFIT (and/ or its Appointed Nominee) shall execute the NOTARIZED SHARE TRANSFER AGREEMENT;
Completion Events. At Completion:
7.3.1 the Purchaser shall deliver or take (or cause to be delivered or taken) the documents and actions listed in Part A of Schedule 4 (Completion); and
7.3.2 the Seller shall deliver or take (or cause to be delivered and taken) the documents and actions listed in Part B of Schedule 4 (Completion).
Completion Events. (a) If the matters described on Exhibit R-1 are not completed prior to the Closing Date, Transferors can elect, in its sole discretion, as follows: (i) to provide Buyer with a credit to the Allocated Price for such Property (if a credit amount is specified on Exhibit R-1 then in the amount of the credit); (ii) if Transferors have entered into a fixed price contract for each of such matters, to provide Buyer with a credit to the Allocated Price for such Property 37 41 equal to the difference between such fixed price and the substantiated amounts paid by Transferors to the contractor under such contract; or (iii) if (i) and (ii) do not apply, notify Buyer of Transferors' intent to submit to arbitration pursuant to Section 7.5 below the determination of an appropriate credit based on the portion of such matters to be completed after the closing, in which event the closing shall not be delayed but Transferors shall credit to Buyer at closing the amount that Transferors believe in good faith is appropriate; provided, that the parties shall endeavor for thirty (30) days after closing to reach a mutually acceptable credit prior to submitting such matter to arbitration and that if it is determined pursuant to such arbitration that Buyer should have received a larger credit at closing, then Transferors shall pay to Buyer the amount of such difference, together with interest at nine percent (9%) per annum, from the Closing Date for such Property to the date of payment of such difference. Except as otherwise expressly provided in this Section 6.9, in no event shall a closing be delayed as a result of the application of this Section 6.9.
(b) With respect to the Property described on Exhibit R-2 attached hereto, (i) Transferors shall use commercially reasonable efforts to cause the former Winn ▇▇▇▇▇ ▇▇▇rovements to be demolished in order to permit the construction of new improvements, which improvements are currently planned to be leased to Payless and Eckerds, pursuant to leases currently under negotiation. Transferors shall be responsible for the cost of any capital improvements to the shopping center (including such new improvements) which are required under any such leases and for the cost of and any tenant improvements and leasing commissions (with respect to the initial term of such leases) payable by the landlord in connection with such leases (and Transferors shall receive no credit from Buyer for any such costs paid by Transferors); provided, that (A) if any s...
Completion Events. After confirmation by the Notary that the Purchase Price has been received in the Notary's Account, the following shall occur on the Completion Date (to the extent not duly completed prior to the Completion Date), in the order stated in this Clause 5.3:
a. the Parties and any other relevant party shall sign the notary letter substantially in the form attached as Schedule 5.3.a (the "Notary Letter");
b. each of the Parties shall perform or procure the performance of the actions allocated to it in the Completion Agenda attached as Schedule 5.3.b in the order stated therein;
c. the Sellers and the Purchaser shall cause the Shares to be transferred to the Purchaser by way of execution of the Deed of Transfer;
d. upon execution of the Deed of Transfer, the Notary shall transfer the Purchase Price to the Sellers as the Sellers will direct, the Refinancing Amounts to the Financing Banks, the Escrow Amount (as defined below) and the Tax Escrow Amount (as defined below) to the Escrow Account (as defined below) and the W&I Insurance Premium to the W&I Insurance Company; all in accordance with the Notary Letter.
Completion Events. On Completion, the Sellers and the Purchaser shall comply with their respective obligations specified in Schedule 3. The completion of the sale and purchase of the Shares shall take place contemporaneously and nothing in this Agreement shall oblige the Parties to complete the sale and purchase of the S ▇▇▇▇▇▇▇ Shares if the completion of the sale and purchase of the International Cuisine Shares does not take place at the same time (and vice versa).
Completion Events. The following actions are to be completed by the Parties on or before the Completion Date in the order in which they are to be completed by the relevant Party:
8.2.1 By no later than one day before the Completion Date UTB and Century shall pay the Compensation in accordance with Clause 7.1 of this Agreement by wire transfer into the Notary's Bank Account.
8.2.2 Signing of indemnification arrangements satisfactory to Century and ZSP and all other ancillary documents, if any, to be entered into in connection with the Anode Plant Ground Lease between Century and ZSP.
8.2.3 NB shall cancel and shall procure that ING Bank N.V. cancels its right of pledge on movable assets of Zalco.
8.2.4 The Notary shall cancel the first right of mortgage of NB and ING Bank N.V. on the Ground Lease (which for the avoidance of doubt includes the corresponding right of superficies) based on a power of attorney that shall be granted to the Notary by NB and ING Bank N.V. in advance.
8.2.5 The Notary shall cancel the second right of mortgage of ZSP on the Ground Lease (which for the avoidance of doubt includes the corresponding right of superficies) based on a power of attorney that shall be granted to the Notary by ZSP in advance.
8.2.6 After receipt by the Notary of the Compensation, ZSP and UTB shall procure that the Notary executes the Deeds of Ground Lease.
8.2.7 Following the execution of the Deeds of Ground Lease the Notary shall register the establishment of the Divided Ground Leases in the Land Register (Kadaster).
8.2.8 Upon the execution of the Deeds of Ground Lease the Notary shall transfer the Compensation for same day value to the bank accounts designated by ZSP, NB and the Trustees, respectively, in the following proportions:
(A) EUR 8,525,000 (eight million five hundred and twenty five thousand Euro) to the bank account of ZSP with number **** in the name of N.V. Zeeland Seaports;
(B) EUR 2,500,000 (two million five hundred thousand Euro) to the bank account of NB with number **** in the name of N.V Nationale Borg-Maatschappij stating 'dossiernummer 11869'; and
(C) EUR 500,000 (five hundred thousand Euro) to the bank account of the Trustees with number **** in the name of ▇▇. ▇.▇. ▇▇▇▇▇▇▇▇▇, curator.
Completion Events. On Completion, the Seller and the Purchaser shall comply with their respective obligations specified in Schedule 5.
Completion Events. Activities to be undertaken in a meeting of the Board. Activities to be undertaken in a Meeting of the Shareholders.
Completion Events. On the Completion Date the Parties shall each simultaneously (en unidad de acto) comply with their respective obligations set out in Schedule 3 and Completion shall be deemed to occur upon the fulfilment of such obligations.
Completion Events. On Completion the parties shall procure that the Deeds of Adherence, each Local Agreement and other documents referred to in Part 1 of Schedule 6 are entered into and that the events set out in Part 1 of Schedule 6 for which they are respectively responsible shall take place, provided that the Sellers and the Purchasers in respect of Operations in the following countries: Brazil, Canada, Czech Republic, Hungary, Japan, Poland, Singapore and the US shall not be required to execute a Deed of Adherence. Neither party (treating for this purpose Winterthur and each of the other Sellers as a single party and XL Insurance and each of the Purchasers as a single party) shall be obliged to proceed to Completion unless the other party is (save as set out below) simultaneously ready and able to proceed to Completion. XL Insurance shall not be obliged to purchase some only of the Shares or the Business Assets comprised in a Transfer of Operations and neither party shall be obliged to proceed to Completion unless the other party is simultaneously ready and able to proceed to Completion in respect of the Key Operations.
