POST-COMPLETION OBLIGATIONS Clause Samples
A Post-Completion Obligations clause defines the responsibilities and actions that parties must fulfill after the main transaction or agreement has been completed. This may include tasks such as delivering final documents, making outstanding payments, transferring assets, or providing ongoing support or warranties. By clearly outlining these post-completion duties, the clause ensures that all parties understand their continuing obligations, thereby reducing the risk of disputes and ensuring a smooth transition after the primary deal is finalized.
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POST-COMPLETION OBLIGATIONS. 8.1 QIWI covenants that (i) within thirty (30) days of Completion Date 1, it shall cause to be registered on Form F-3 and the related prospectus supplement all but not less than all of the Subscription Shares 1 in the form of ADSs owned by the Investor to be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act; and (ii) within ten (10) days of Completion Date 2, it shall cause to be registered on a prospectus supplement to the Form F-3 previously filed pursuant to this clause 8.1 all but not less than all of the Subscription Shares 2 in the form of ADSs owned by the Investor to be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act. In both cases, QIWI shall maintain the effectiveness of such Form F-3 until all of the Subscription Shares included on such Form F-3 have been disposed of, if and to the extent that the Investor is deemed an affiliate of QIWI under the Securities Act as reasonably determined by QIWI. It shall be a condition precedent to the obligations of QIWI to take any action pursuant to this clause 8.1 with respect to the registration of the Subscription Shares that the Investor furnish to QIWI such information regarding itself and the intended method of disposition of the Subscription Shares and, prior to Completion 1, other information concerning the Group Companies (including any financial information of the Group Companies required to be filed pursuant to Form F-3) as is reasonably requested by QIWI to effect the registration of the Subscription Shares. Any such information furnished to QIWI by the Investor for use in the registration statement on Form F-3 shall not contain any omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All expenses incurred in connection with the registration of the Subscription Shares on Form F-3, including all registration, filing, and qualification fees, printers’ and accounting fees, and fees and disbursements of counsel for QIWI, shall be borne by QIWI.
8.2 The Investor Guarantor and the Investor agree and covenant with QIWI that they and their Affiliates and Related Parties will establish appropriate policies in accordance with best practices in the financial industry restricting the flow of information concerning QIWI, including any material non-public information, between the Otkritie Director and any division within ...
POST-COMPLETION OBLIGATIONS. Within 30 (thirty) calendar days after the Completion Date 2 QIWI shall execute and deliver (or procure the execution and delivery of) share certificate in respect of the Subscription Shares 2 to the Investor.
POST-COMPLETION OBLIGATIONS. 5.1 At or immediately following Completion, the Seller shall instruct and procure that the Company Secretary to, subject to receipt of the Stock Transfer Forms duly completed and executed by the Buyer and the Buyer’s Stamp Duty, arrange stamping of the Stock Transfer Forms at the HKIRD as soon as practicable and by such deadline as specified by the HKIRD. The Parties acknowledge and agree that:
(a) the stamp duty payable to the HKIRD shall be borne by the Parties in equal proportions (meaning that the Buyer shall be responsible for the Buyer’s Stamp Duty, and the Seller shall be responsible for the Seller’s Stamp Duty, plus fixed stamp of HK$5 on instrument of transfer if applicable); and
(b) the Buyer shall, at Completion, provide originals of the Stock Transfer Forms as duly completed and executed by it to the Seller or any other person designated by the Seller and arrange payment of the Buyer’s Stamp Duty to the Seller by wire transfer in immediately available funds to the Seller’s Bank Account, which the Seller shall forthwith use for the sole purpose of paying stamp duty to the HKIRD, and provided that in the event that the HKIRD determines that the final stamp duty payable in relation to the transfer of the Sale Shares is less than the aggregate of the Buyer’s Stamp Duty and the Seller’s Stamp Duty, the Seller shall immediately refund the respective portion of such excess amount to the Buyer.
5.2 Subject to the Stock Transfer Forms having been duly stamped by the HKIRD, the Seller shall immediately instruct and procure that the Company Secretary to as soon as practicable:
(a) update the books and records of the HK Company, including without limitation the register of members and the register of significant controllers, such that the Buyer is the registered shareholder of the Sale Shares on the same day of stamping by the HKIRD;
(b) deliver a certified true copy (certified by the Company Secretary) of the updated register of members and the updated register of significant controllers of the HK Company to the Buyer as evidence of its legal ownership of the Sale Shares;
(c) deliver the original share certificate in respect of the Sale Shares registered under the name of the Buyer (if any); and
(d) to the extent required by Law, make the requisite filings with the relevant government authorities or other body in Hong Kong, including without limitation the Hong Kong Companies Registry.
5.3 Within ninety (90) days after Completion, the Buyer shall acquire ...
POST-COMPLETION OBLIGATIONS. (a) Unless alternative arrangements have been made for registration of the Transfer Instrument in accordance with clause 7(a), the Buyer will attend to lodgement of the Transfer Instrument at the Water Allocations Register within 7 days of Completion.
(b) Within 7 days of receiving written confirmation from the Water Allocations Register that the Water Allocation is registered in the name of the Buyer following lodgement of the Transfer Instrument under clause 8.3(a), the Buyer will provide the Seller with the written confirmation. 9 Completion Date The Completion Date will be 30 days after the later of:
(a) the Date of this Agreement; and
(b) date the Seller notifies the Buyer under clause 2.3. 10 Rights to terminate
10.1 Seller’s rights If at any time prior to Completion:
(a) any Law, plan or Government Directive has the effect of preventing Completion in accordance with clause 8 of this Agreement;
(b) an Insolvency Event occurs in respect of the Buyer;
(c) the Buyer fails to pay any moneys due and owing by it to the Seller under this Agreement; or
(d) (without limiting clause 10.1(c)), the Buyer breaches a condition of this Agreement, then the Seller may terminate this Agreement by notice in writing to the Buyer.
POST-COMPLETION OBLIGATIONS. (a) Unless alternative arrangements have been made for registration of the Transfer Instrument in accordance with clause 7(a), the Buyer will attend to lodgement of the Transfer Instrument at the Water Allocations Register within 7 days of Completion.
(b) Within 7 days of receiving written confirmation from the Water Allocations Register that the Water Allocation is registered in the name of the Buyer following lodgement of the Transfer Instrument under clause 8.3(a), the Buyer will provide the Seller with the written confirmation.
POST-COMPLETION OBLIGATIONS. 16.1. At any time after Completion, each of Purchaser and Vendor shall (i) execute and deliver, or shall cause to be executed and delivered, such documents and other instruments, as may be reasonably requested by the other Party and (ii) shall take such other actions as may reasonably be necessary, proper or advisable, to the extent permitted by applicable laws, in each to carry out the terms and conditions of this Agreement and implement the transactions contemplated hereby.
16.2. Without prejudice to the generality of Clause 16.1 above, if, following Completion, any right, property or asset not forming part of the Transferred Assets is found to have been transferred to the Purchaser or Purchaser Designee in error, Purchaser shall transfer, or shall cause the applicable Purchaser Designee to transfer to the Vendor or the applicable member of the Vendor Group, at no cost to Vendor, such right, property or asset (and any related Liability) as soon as reasonably practicable. If, following Completion, any right, property or asset forming part of the Transferred Assets is found to have been retained by the Vendor or any other member of the Vendor Group in error, the Vendor shall transfer, or shall cause the applicable member of the Vendor Group to transfer, at no cost to Purchaser or the applicable Purchaser Designee, such right, property or asset (and any related Liability) as soon as reasonably practicable.
16.3. Notwithstanding Completion the Parties shall from time to time execute and deliver all deeds and documents and afford to the Purchaser or the applicable Purchaser Designee such access as the Purchaser may reasonably require:
(a) for the purpose of vesting in a Purchaser Designee the full benefit of the Transferred Assets and implementing all the provisions of this Agreement;
(b) for the purpose of vesting in a Purchaser Designee the full benefit of any rights, powers, remedies, claims or defences (including, without limitation, rights of set-off and counterclaim) which the Vendor Group may have in relation to any Vendor Claim, or otherwise ensuring that the same enure for the benefit of a Purchaser Designee; and
(c) to enable any claim, action, suit, prosecution, litigation, proceedings, dispute or arbitration to which the relevant member of the Vendor Group was a party and which relates to any Vendor Claim to be continued by or against a Purchaser Designee.
POST-COMPLETION OBLIGATIONS. 8.1 Each Seller undertakes to the Purchasers to procure the performance and observance of those matters listed in Part A2 of Schedule 2.
8.2 Each Purchaser undertakes to the Sellers to procure the performance and observance of those matters listed in Part B2 of Schedule 2.
POST-COMPLETION OBLIGATIONS. 16.1 The NCU shall ensure that the Project is operational at least 5 years after it has been completed. An ex-post evaluation of the Project may be carried out by Switzerland. Non compliance with this Project Agreement or with the Framework Agreement may give Switzerland reasons to take corrective action, including claiming the reimbursements of the Grant.
16.2 Switzerland has neither responsibility for nor obligation to ensuring the maintenance, the repair or the undertaking of any measures for ensuring the safety and protection of persons, equipment, installations, of all objects on site or in the vicinity.
16.3 The Contracting Parties shall store all documents concerning this Project Agreement and its implementation for 10 years after the end of the project as defined in art. 23.2 of this Project Agreement.
POST-COMPLETION OBLIGATIONS. 16.1. An ex-post evaluation of the Project may be carried out by Switzerland. Non compliance with the Project Agreement or with the Framework Agreement may give Switzerland reasons to take corrective action, including claiming the repayment of the Grant.
16.2. Switzerland has neither responsibility for nor obligation to ensuring the maintenance, the repair or the undertaking of any measures for ensuring the safety and protection of persons, equipment, installations, of all objects on site or in the vicinity.
16.3. The Contracting Parties shall keep all documents concerning this Project Agreement and its implementation for 10 years after completion of this Project.
POST-COMPLETION OBLIGATIONS. 6.1 The Company undertakes with the Subscriber that the Subscription Funds paid by the Subscriber shall be used by the Company for and/or towards business expansion, capital expenditure, expenditure in respect of and/or in connection with a proposed Phase I Clinical Trial, the Listing Exercise, and/or as general working capital.
6.2 The Company undertakes to use its best endeavours at such time and on such terms as the Company deems appropriate, to take such steps as are necessary to undertake an initial public offering of the ordinary shares of the Company (“IPO”) on the United States of America’s National Association of Securities Dealers Automated Quotations (“NASDAQ”) or such other reputable securities exchanges as the Company may deem fit (the “Listing Exercise”).
6.3 The Subscriber agrees and undertakes to do all things and takes all steps as are necessary and/or deemed necessary from time to time by the Attorney of the Power of Attorney, (including but not limited to (a) the further execution, grant of additional and/or supplemental powers and/or ratification of such actions taken by the Attorney under, pursuant to the Power of Attorney and/or in respect of or in connection with the powers granted under the Power of Attorney and/or (b) pursuant to and/or in connection to the Listing Exercise herein or otherwise).