Prior to Completion Sample Clauses

Prior to Completion. The Vessel will be the sole risk of the Seller in all respects until Completion.

Prior to Completion. Owner shall authorize partial payments at the end of each calendar month or as soon thereafter as practicable if Contractor is satisfactorily performing the Agreement. Progress payments will be in an amount equal to: 95% of the Work completed. The withheld percentage of the Contract Price shall be retained until the Agreement is completed satisfactorily and finally accepted.

Prior to Completion. (A) Vodafone undertakes to keep Liberty Global reasonably informed of its estimates as to the Pre-Completion Vodafone Net Debt Adjustment and Pre-Completion Vodafone Working Capital Adjustment including (unless Liberty Global agrees otherwise) providing Liberty Global, at quarterly meetings or as otherwise agreed by the Sellers, with updates within 15 Business Days of the end of each calendar quarter (31 March, 30 June, 30 September and 31 December) of its estimates as to the Vodafone Net Debt and Vodafone Working Capital as at the end of the relevant calendar quarter in the format set out in Part E of Schedule 11 (Financial Adjustments: Amounts) (a “Vodafone Quarterly Update”), and, at the reasonable request of Liberty Global, meet with Liberty Global’s representatives to discuss any Vodafone Quarterly Update; and (B) Liberty Global undertakes to keep Vodafone reasonably informed of its estimates as to the Pre-Completion Liberty Global Net Debt Adjustment and Pre-Completion Liberty Global Working Capital Adjustment including (unless Vodafone agrees otherwise) providing Vodafone, at quarterly meetings or as otherwise agreed by the Sellers, with updates within 15 Business Days of the end of each calendar quarter (31 March, 30 June, 30 September and 31 December) of its estimates as to the Liberty Global Net Debt and Liberty Global Working Capital as at the end of the relevant calendar quarter in the format set out in Part E of Schedule 11 (Financial Adjustments: Amounts) (a “Liberty Global Quarterly Update”) and, at the reasonable request of Vodafone, meet with Vodafone’s representatives to discuss any Liberty Global Quarterly Update.

Prior to Completion. Progress Payments will be made in an amount equal to the percentage indicated in Item 109.5.2 of the General Provisions, but, in each case, less the aggregate of payments previously made and less such amounts as ENGINEER shall determine, or OWNER may withhold, in accordance with Item 109.4 of the General Provisions of the NCTCOG Specifications.

Prior to Completion. GSK and Haleon shall use all reasonable endeavours to procure the entering into by the respective parties thereto of such further agreements or documents as shall be necessary to give effect to the transactions set out in the Steps Plan, if and to the extent such agreements or documents are envisaged by the Steps Plan as occurring prior to Completion.

Prior to Completion. Landlord reserves and is hereby granted the right, at any time prior to occupancy by Tenant of Tenant’s Premises, upon not less than thirty (30) days’ written notice to Tenant, to relocate Tenant and to substitute as the Premises thereunder other Premises within the office building project for the Premises originally leased to Tenant at the time of the execution hereof; provided, however, that the substituted Premises shall contain an area not less or greater than one hundred twenty percent (120%) times the square footage contained in the original Premises, with a pro-rata adjustment to Base Rent as a result of the increase or decrease in the size of the Substituted Premises.

Prior to Completion if any of the Vendor’s Warranties set out in this Clause 7 and Schedule 2 is found to be untrue, inaccurate or misleading or has not been fully and/or punctually carried out in any respect, or in the event of the Vendor becoming unable or failing to do anything required under this Agreement to be done by it at or before the Completion Date, and if any of the aforesaid comes to the knowledge of the Vendor, the Vendor shall forthwith notify the Purchaser thereof, and in all these events, the Purchaser shall not be bound to procure the completion of the sale and purchase of the SPA Sale Shares and may by notice in writing rescind this Agreement, in which event the parties shall be discharged from their respective further obligations hereunder except for their obligations under Clauses 13, 15, 16 and 19 and without prejudice to the rights of either party in respect of antecedent breaches.

Prior to Completion. (a) Prior to Completion, the Seller shall have procured that all Intra-Group Payables have been discharged by way of a conversion of such Intra-Group Payables to capital (the “Intra-Group Payable Conversion”) with any additional Shares issued in respect thereof to be purchased by the Purchaser pursuant to this Agreement; (b) On the Completion Date the following actions will be taken, each such action being conditional upon all actions having been taken in the sequence set out below: the Seller shall deliver to the Purchaser and/or the Notary: (i) A (copy of) the fully signed and updated shareholders register of the Company, the original of which shall be delivered to the Notary. (ii) A copy of the deed of termination, in the form agreed between the Seller and the Purchaser, dated as at the Completion Date, duly executed by the Company, terminating the Confidentiality Agreement between the Company and BW Offshore Singapore Pte Ltd dated 28 January 2013 (the “Previous BWO CA”), and waiving and releasing BW Offshore Singapore Pte Ltd, its Affiliates and its or their directors, employees, agents, contractors, or subcontractors or any of them, from any liability whatsoever (actual or contingent) arising from, relating to, or in connection with the Previous BWO CA. (iii) A copy of the letter, in the agreed form, from the Seller to the Purchaser dated as at the Completion Date stating that there are no Intra-Group Payables and no Intra-Group Receivables outstanding at the Completion Date and releasing the Company from any liability whatsoever (actual or contingent) which may be owing to any member of the Seller’s Group by the Company in respect of any Intra-Group Payables at Completion. (iv) The resignation statement of each director from their management of the Company, with effect as of immediately after Completion. (v) The Seller shall pass a written shareholders’ resolution of the Company accepting the resignation of and giving full discharge (décharge) to each of the resigning management board members of the Company with effect as of Completion and to approve the contemplated share transfer at Completion to comply with the statutory share transfer restrictions (also referred to as the ‘blocking clause’) in the Company’s Articles of Association. (vi) A copy of the power of attorney duly executed on behalf of the Seller, authorising their respective representatives to attend to and to execute the Deed of Transfer, in such form and with such formalities as the ...

Prior to Completion the Seller shall request in writing that each relevant local counsel prepare the NSC Reorganisation Advice, addressed on a reliance basis to the relevant NSC Newco or Target Company, and provide the NSC Reorganisation Advice to such NSC Newco or Target Company no later than twenty (20) Business Days after the Delayed Transfer Date. The Seller and the Buyer agree and accept that neither the Seller nor any member of the Seller Group shall have any responsibility for any Loss or Liability suffered by the Buyer, any Target Company or any NSC Newco arising out of: (i) the failure of any local counsel to provide the NSC Reorganisation Advice; (ii) any inaccuracy or incompleteness thereof or omission therefrom; or (iii) the reliance (or manner of implementation pursued) by the Seller on or pursuant to the NSC Reorganisation Advice.

Prior to Completion the Seller shall use reasonable endeavours in order to identify any and all Pre-Closing Incidents which could reasonably be expected to give rise to a claim in order to pursue such Pre-Closing Incidents under clause 11.2. The Seller shall provide a draft of the schedule of Pre-Closing Incidents referred to in clause 11.3 to the Buyer by no later than 5 Business Days prior to Completion.