Immediately prior to Completion Clause Samples
The 'Immediately prior to Completion' clause defines actions or conditions that must be fulfilled just before the formal completion of a transaction, such as a property sale or business acquisition. Typically, this clause outlines final steps like delivering documents, transferring funds, or confirming that all pre-completion obligations have been met. Its core practical function is to ensure that both parties are fully prepared and all requirements are satisfied immediately before the transaction is finalized, thereby minimizing the risk of last-minute issues or disputes.
Immediately prior to Completion. (a) the Purchaser shall procure that it or one of its Affiliates, or such other third party, advances a loan to the Target HoldCo in an amount of no less than the amount of interest and principal outstanding on the Existing Loans (the “Completion Loan”);
(b) the Seller shall procure that the amount advanced under the Completion Loan is advanced to the relevant borrowers under the Existing Loans in such amounts as are outstanding under each such Existing Loan (the “Downstream Loans”); and
(c) the Seller shall procure that all interest and principal outstanding on the Existing Loans are repaid to the Seller or ARA RE Investment Group (Singapore) Pte. Ltd., as applicable, in full.
Immediately prior to Completion. (a) DEG will be the only legal and beneficial owner of the DEG Debt; and
(b) IFC and the other Sellers (apart from DEG) will together be the only persons legally and/or beneficially interested in the IFC Debt and/or the rights (whether arising in contract or otherwise) relating thereto, in each case free from Encumbrances.
Immediately prior to Completion. (A) each Seller is deemed to warrant in respect of itself only, to the other Seller that each of the Repeating Warranties set out in paragraph 2 of Part A of Schedule 3 (Warranties);
(B) each Guarantor is deemed to warrant, in respect of itself only, to the other parties that the Repeating Warranties set out in paragraph 2 of Part A of Schedule 3 (Warranties), as if references to the Seller were to the relevant Guarantor; and
(C) Liberty Global is deemed to warrant to Telefonica that the JV Co Warranties, are accurate in all respects at the date of Completion by reference to the facts and circumstances then subsisting and, for this purpose, any express or implied reference in such Warranties to facts as at the date of this Agreement is to be construed as a reference to the date of Completion and any reference to a period of time prior to the date of this Agreement shall be construed as the period of time between the date of this Agreement and Completion.