Post Completion Sample Clauses
The Post-Completion clause outlines the obligations and actions that parties must fulfill after the main transaction or agreement has been completed. Typically, this may include tasks such as transferring remaining documents, settling outstanding payments, or handling any final administrative matters. By specifying these post-completion requirements, the clause ensures that all necessary follow-up actions are clearly defined, reducing the risk of disputes or unfinished business after the primary deal is closed.
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Post Completion. New Leases
(a) The Purchaser must use all reasonable endeavours throughout the Rental Shortfall Guarantee Period to source and secure tenants to enter into leases on reasonable market terms (including market incentive) for each Rental Shortfall Vacant Tenancy as soon as practicable after Completion. This clause 25.2(a) does not apply to any Rental Shortfall Vacant Tenancy which is either the subject of a new lease that has not commenced or is on Completion occupied by the relevant Tenant.
(b) Where the Purchaser secures a tenant to enter into a lease for a Rental Shortfall Vacant Tenancy or where in relation to a Rental Shortfall Vacant Tenancy a Tenant is paying Rent, the Vendor’s liability to pay the Rent Shortfall Payment will:
(1) in circumstances where the Effective Rent under the lease is less than the Rent Shortfall Payment for that respective Rental Shortfall Vacant Tenancy, be reduced by the Effective Rent secured under the lease for that Rental Shortfall Vacancy Tenancy; and
(2) in circumstances where the Effective Rent under the lease is equal to or greater than the Rent Shortfall Payment for that respective Rental Shortfall Vacant Tenancy, be extinguished and no Rent Shortfall Payment will be payable by the Vendor.
Post Completion. This agreement shall remain in full force and effect after Completion in respect of all obligations, agreements, covenants and undertakings contained in or implied by this agreement which have not been done, observed or performed at or prior to Completion and in respect of all warranties, representations and indemnities contained in this agreement.
Post Completion. 7.1 With effect from Completion, each Seller and each Guarantor irrevocably and unconditionally releases the Target Group from any and all liabilities relating to any period up to and including Completion and waives any and all rights and/or claims such Seller or Guarantor (or any person connected with such Seller or Guarantor) may have against the Target Group on any account whatsoever (other than liabilities that have been Disclosed) whether past, present or future, relating to any period up to and including the Completion Date, whether statutory, contractual or otherwise and whether actual or contingent, and each Seller and Guarantor confirms that there are no sums owed by them (or any person connected to such Seller or Guarantor) to the Target Group save as Disclosed.
7.2 The Guarantors hereby agree for a period of six months following Completion to be available on reasonable notice and for reasonable periods of time for on-site consultation to the Buyer and/or the Target Group to assist in the integration of the Target Group within the Buyer’s Group.
7.3 For a period of at least one (1) year following the Completion Date, the Buyer shall procure that each Key Employee shall be entitled to receive while in the employ of the Target Group, at least the same level of salary or wages (excluding any other compensation or bonus of whatever nature) as were paid to such Key Employees immediately prior to the Completion Date. The Buyer shall otherwise employ such Key Employees in line with the Buyer’s standard employment policies and terms and conditions of employment.
7.4 The Buyer irrevocably and unconditionally releases the Sellers and Guarantors from any and all liabilities relating to any liability that the Target may have in relation to any Swiss withholding tax (“Verrechnungssteuer”) on:
(i) freely available reserves of the Target existing at the Completion Date but then not yet distributed by the Target, which tax might in such case not be recoverable by the Buyer as a result of the designation of the Sellers as off-shore structures and accordingly being deemed to be recipients of such dividends distributed by the Target after the Completion Date;
(ii) the amount of free cash on the ▇▇▇▇.▇▇ LLC and ▇▇▇▇.▇▇ Holding LLC balance sheets, not qualifying as operating cash according to Swiss tax law;
(iii) the difference between the acquisition value and the market value of ▇▇▇▇.▇▇ LLC and ▇▇▇▇.▇▇ Holding LLC acquired by the Target, and waives any and all righ...
Post Completion. Contractor shall not submit any Change Proposals after Engineer issues a written recommendation of final payment pursuant to Paragraph 15.06.B.
Post Completion. 5.1 The Seller shall ensure that (to the extent not delivered prior to Completion) the Interests Documents and all Data in the possession or control of the Seller (or copies thereof, if originals are not in the Seller’s possession) are made available for collection by the Purchaser within normal business hours as soon as reasonably practicable after the Completion Date.
Post Completion. On and from Completion:
(a) all Information in the possession or control of the Sellers relating to or in any way connected with the Company will be deemed to be “Confidential Information” of or relating to the Buyer for the purposes of this clause 17 and the Sellers must comply with the provisions of this clause 17 as if the Sellers were a “Receiving Party” of that Confidential Information; and
(b) the Buyer may make use of the Confidential Information of or relating to the Company as it sees fit and without restriction under this Agreement.
Post Completion. 7.1 Each of the parties shall and shall procure that any other necessary party shall execute all such documents and deeds and do all such acts and things as reasonably required to transfer to the Buyer the legal and beneficial ownership of the Sale Shares and to give the parties the full benefit of this agreement.
7.2 The Seller agrees that for so long as any Sale Shares remain registered in its name it will:
(a) not exercise any of its rights as a member of the Company or appoint any other person, other than the Buyer or the Buyer’s nominee, to exercise such rights;
(b) hold on trust for and pay or deliver to the Buyer any distributions or notices, documents or other communications which may be received after the date of this agreement by it in its capacity as a member of the Company from the Company or any third party;
(c) on request by the Buyer ratify all documents executed and acts done by the Buyer as its attorney.
7.3 The Seller agrees, that should any Intellectual Property be identified after Completion which is not owned by the Company and that the Company requires in order to carry on its business in the same manner as that business was conducted as at the date of this agreement, the Seller shall (or shall procure that the relevant entity shall), within a reasonable period of time, assign such Intellectual Property to the Company, such assignment granted in consideration of the Consideration paid under this agreement.
Post Completion. 6.1 The Sellers shall ensure that (to the extent not delivered prior to Completion) the Interests Documents and all Data in the possession or control of the Sellers (or copies thereof, if originals are not in the Sellers possession) are made available for collection by the Purchaser, at its own expense, within normal business hours as soon as reasonably practicable after the Completion Date.
6.2 The Purchaser acknowledges that the Sellers shall have the right to retain copies of any of the Interests Documents and Data, subject to the same being maintained in confidence in accordance with the provisions of Clause 9.
6.3 Upon each and every Seller’s request, from time to time, the Purchaser will support any application by such Seller for release from any notice or notices issued to the Seller or any of its Affiliates under section 29 of the ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇.
Post Completion. Immediately following Completion the Buyer must procure that all necessary forms are lodged with the appropriate Government Agency (including ASIC) to reflect the actions taken under clause 4.2.
Post Completion. Following completion of the meter pit relocation project, the parties shall resume all responsibilities regarding each party’s respective and joint facilities as provided for under the original agreement.