Milton Ulladulla Ex Clause Samples

Milton Ulladulla Ex. Servos Club will seek an approval in principle from the Authority of the Amalgamation Application with final transfer of the Tomakin Sports & Social Club’s Club Licence to Milton Ulladulla Ex-Servos Club to occur on Completion.

Milton Ulladulla Ex. Servos Club may transfer up to twenty (20) of the GMEs to the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Ex-Servos Club premises in Ulladulla subject to regulatory approval.

Milton Ulladulla Ex. Servos Club will adopt by-laws which give effect to this clause

Milton Ulladulla Ex. Servos Club passing the resolutions set out in clause 14.3 and

Milton Ulladulla Ex. Servos Club and its solicitors will prepare and file the Amalgamation Application.

Milton Ulladulla Ex. Servos Club must bear and is responsible for all filing fees, transaction fees (including ▇▇▇▇ fees), duties, stamp duties or other similar imposts on or in respect of this Memorandum of Understanding and any document or transaction contemplated by this Memorandum of Understanding.

Milton Ulladulla Ex. Servos Club, at its own expense, undertaking a due diligence review of Tomakin Sports & Social Club’s Assets including the Club Licence, liabilities, Land, and business operations and to give effect to this Tomakin Sports & Social Club will, acting reasonably, as soon as reasonably practicable and up and until the sooner of Completion or termination of this Memorandum of Understanding: (A) make available to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Ex-Servos Club its Records in any reasonably required formats; (B) provide further information, responses to queries and additional assistance (to the best of its knowledge, information and belief only) to allow ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Ex-Servos Club to complete its due diligence properly to its satisfaction; and (C) provide reasonable access to the Tomakin Sports & Social Clubs’ Club Premises, the Land and any other premises of Tomakin Sports & Social Club, as required to view Records, conduct inspections and due diligence, view Assets and/or review business operations.

Milton Ulladulla Ex. Servos Club is unable to secure a re-financing of Tomakin Sports & Social Club’s Liabilities, which are to be transferred to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Ex Servos Club on Completion, with its financier on terms acceptable to the Board of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Ex-Servos Club.

Milton Ulladulla Ex. Servos Club will be responsible for and pay when due all Liabilities of Tomakin Sports & Social Club which: (i) have not been paid or otherwise discharged in full by Tomakin Sports & Social Club as at Completion, with such debts being amounts as set out in Schedule 3 or incurred in accordance with clauses 16.1(a); (ii) are reasonably incurred by Tomakin Sports & Social Club after Completion with Milton Ulladulla Ex-Servos Club’s prior written consent, including without limitation the costs of winding up Tomakin Sports & Social Club and the costs of directors’ and officers’ liability insurance pending deregistration of Tomakin Sports & Social Club as a corporate entity; (iii) arise from Milton Ulladulla Ex-Servos Club not accepting the assignment or novation of any contracts as required by clause 18.2.