Initial Completion Clause Samples
The INITIAL COMPLETION clause defines the point at which a project or specific work is considered substantially finished according to the contract. Typically, this clause outlines the criteria that must be met for initial completion, such as passing inspections, obtaining necessary certifications, or achieving a specified level of functionality. Its core practical function is to establish a clear milestone for both parties, triggering subsequent obligations like final payments, warranty periods, or the start of occupancy, and thereby reducing disputes over when the work is sufficiently complete.
Initial Completion. 5.1. In reliance upon the representations and warranties contained herein, and subject to the terms and conditions hereof, the initial completion of the sale and purchase of the Shares, and the transfer of the Shares from the Seller to the Purchaser, shall be deemed effective as of the Initial Completion Date, and the closing of the sale and purchase shall take place at the offices of the Purchaser’s Attorneys-at-law on or before January 16, 2019, (the Closing Date) when and where the matters referred to in clauses 5.2 to 5.4 shall be carried out:
5.2. The Seller will deliver to the Purchaser on the Closing Date:
5.2.1. instrument of transfer of the Shares dated as of the Initial Completion Date duly executed in favour of the Purchaser (or as it in writing directs), accompanied by respective share certificate(s) and will cooperate with the Purchaser as needed to effect any required registration, recording or filing;
5.2.2. any waivers, consents or other documents as may reasonably be required to give a good title to the Shares, and to enable the Purchaser or its nominees to become their registered holders;
5.2.3. the certificates of incorporation, statutory books (including minute books), common seal, and all books of account and other records of the Company complete and (where appropriate) written up to date;
5.2.4. the title deeds to the Property and all ancillary documents;
5.2.5. the resignation of the existing directors and secretary of the Company dated as of the Initial Completion Date, with a written acknowledgement from each (executed as a deed) that he has no claim whatever against the Company whether in respect of compensation for loss of office, damages, pensions, loans or otherwise;
5.2.6. certificates from the Company's bankers certifying the current and deposit account balances of the Company at the close of business on the Initial Completion Date;
5.2.7. written confirmation from the Seller that, as of and following the Initial Completion Date, there are no existing guarantees given by the Company in their favour and that the Seller will not be indebted to the Company or vice versa;
5.2.8. appropriate certified minutes of the Seller authorising execution of this Agreement, and any other ancillary documentation;
5.2.9. original certificates of all registered trademarks, patents and designs, and the originals of all licences or Environmental Permits obtained by, or issued to, the Company in connection with the business carried on by it;
5.2.1...
Initial Completion any investigation made by it, or on its behalf;
Initial Completion. (a) Initial Completion shall take place at the registered office of the Buyer immediately following the execution of this Agreement when all (but not part only, unless the parties so agree) of the following business shall be transacted:
(1) the Seller shall:
(A) prepare and make available for collection at the registered office of the Buyer, such of the Assets as are transferable by delivery;
(B) deliver to the Buyer duly executed assignments, transfers or other assurances of and otherwise vest in the Buyer such of the Assets as are not transferable by delivery (in the form set out in Schedule 3); and
(C) deliver to the Buyer all documents of title or other records establishing title to the Assets (or any of them) and all other documents, records, data and things relating in any way to any of the Assets, including all source code, media (electronic or otherwise), manuals, instructions, warranties, certificates (including any certificate of conformity) or other documents related to the Assets and/or their use;
(2) each party shall supply to the other a copy (certified as true by its secretary or a director) of the resolutions of its directors authorising the execution and delivery of, and the performance by it of its obligations under, this Agreement and such other documents relating to this Agreement as are to be entered into by it;
(3) the Buyer shall allot and issue to the Seller the Consideration Shares as fully unpaid but subject to a call for settlement of the nominal par value of such shares, which can only be settled by the Final Consideration, provided that any obligation to allot and issue the Consideration Share to the Seller shall be conditional upon the Buyer having first received, in a form satisfactory to it (acting reasonably), such Compliance Documents relating to the Seller as the Buyer may request, and if applicable relating to the ultimate beneficial owner of such Consideration Shares; and
Initial Completion any investigation made by it, or on its behalf, into the affairs of the Company;
Initial Completion. Subject to satisfaction or waiver (in accordance with this Agreement by the party entitled to the benefit of the applicable condition) of the conditions set forth in Schedule 1A(i) and Schedule 1B, at the Initial Completion the Company will sell and issue to the Investor 64,904,509 Series H Preference Shares (the “Initial Tranche Subscription Preference Shares”), and the Investor will purchase and acquire the Initial Tranche Subscription Preference Shares against payment to the Company of USD399,999,998.52 in the aggregate (the “Initial Tranche Purchase Price”). The Initial Completion shall take place on the second Business Day after the date on which the last condition set forth in each of Schedule 1A(i) and Schedule 1B is satisfied or waived (other than any such condition that by its terms is required to be satisfied or waived at the Initial Completion, but subject to the satisfaction or waiver thereof) or such other date as the Company and the Investor may mutually agree.
Initial Completion