Purchaser’s Completion Obligations Clause Samples
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Purchaser’s Completion Obligations. 6. The matters to be undertaken by the Purchaser for the purposes of Clause 3.3 are as follows:
(i) pay to the Sellers' Solicitors Client Account the amounts set out in clause 2.2(a)(i) in immediately available funds by electronic transfer under the CHAPS system;
(ii) pay the amount of to be paid to the Company in respect of the subscription referred to in clause 3.4(i) by paying such amount to the Sellers’ Solicitors Client Account in immediately available funds by electronic transfer under the CHAPS system, on the basis this will then be applied in the manner referred to in clause 2.5(ii);
(iii) allot the Consideration Shares to the Sellers;
(iv) deliver to the Sellers' Solicitors a certificate in signed by the Purchaser's agent, Computershare, confirming the issuance of the Consideration Shares to the Sellers and registration of the same as restricted stock in the books of the Purchaser;
(v) deliver to the Sellers' Solicitors a certificate of the secretary of the Purchaser in the agreed form evidencing due authorisation of the execution of this Agreement and each of the other documents to be executed by the Purchaser and evidencing allotment of the Consideration Shares; and
(vi) deliver to the Sellers' Solicitors the Disclosure Letter, duly signed by the Purchaser.
1. If, prior to the payment of the Deferred Consideration becoming due in accordance with Clause 2.3, (the "Applicable Date") the Purchaser (acting reasonably and in good faith) has notified the Sellers of its entitlement to bring any Warranty Claim (not being a claim under the Warranties relating to tax or under the Tax Covenant, to which the provisions of paragraph 5 below shall apply), the Purchaser shall be entitled, subject to the provisions of this Schedule 7, to:
(i) delay the payment of such portion of the Deferred Consideration as is equal to 50% of the quantum of the Claim (determined in accordance with paragraph 2) (the "Deferred Consideration Withholding") until the date on which the Claim becomes a Substantiated Claim; and
(ii) give written notice the Escrow Agents pursuant to the Escrow Letter instructing them to retain such portion of the Escrow Monies as is equal to 50% of the quantum of the Claim (determined in accordance with paragraph 2) (the "Escrow Withholding") until the date on which the Claim becomes a Substantiated Claim.
2. For the purposes of this Schedule 7, the quantum of the Claim, and therefore the amount of the Deferred Consideration Withholding and Escrow With...
Purchaser’s Completion Obligations. Upon completion of all the matters referred to in Part 1 of Schedule 6 (Completion Obligations) subject as referred to above, the Purchaser shall comply with the requirements of Part 2 of Schedule 6 (Completion Obligations).
Purchaser’s Completion Obligations. The Purchasers’ obligations are to:
(a) pay the Purchase Price by way of electronic transfer for same day value to the Seller’s Solicitors;
(b) procure the repayment of the Assumed Intra-Group Indebtedness by any member of the Group to any member of the Seller’s Group by way of electronic transfer for same day value to the Seller’s Solicitors;
(c) deliver to the Seller a counterpart Tax Deed and the German Share Transfer Agreement duly executed by the German Purchaser; and
(d) deliver to the Seller a certified copy of Board minutes of the each of the Purchasers authorising the execution and completion of this Agreement and the execution of any document in the agreed form to which each is a party.
Purchaser’s Completion Obligations. At Completion, the Purchaser must:
(a) make payment of the amount of $90,000,000 in favour of the Vendor, or as it directs, in immediately available funds;
(b) accept the instruments of transfer of the Sale Share from the Vendor.
Purchaser’s Completion Obligations. 1. The Completion
Purchaser’s Completion Obligations. At Completion, the Parent shall issue and allot the Preferred Shares in accordance with Clause 3 and shall deliver evidence of such issuance together with its relevant corporate authorisations.
Purchaser’s Completion Obligations. On the Completion Date, the Purchaser shall (the “Purchaser’s Completion Obligations”):
(a) pay the Provisional Purchase Price to the Sellers on the Sellers’ Pivot Account which will have been notified by the Sellers’ Agents to the Purchaser at the latest ten (10) Business Days prior to the Agreed Completion Date; it being understood that the Buyer shall be free from its payment obligations under this Clause 5.3 towards the Sellers once it has paid the Provisional Purchase Price on the Sellers’ Pivot Account, and the Sellers shall be solely responsible to allocating the funds received on the Sellers’ Pivot Account.
(b) repay the outstanding amounts under the Existing Financial Debt as at the Completion Date (including all interests, fees, commissions and penalties relating thereto) in accordance with Clause 3.4; and
(c) deliver to the Sellers a duly executed certificate representing to the Sellers that each of the representations made by the Purchaser in Clause 9.2 to Clause 9.7 are true and accurate as of the Completion Date.
Purchaser’s Completion Obligations. The Purchaser’s obligations (which are subject to the Seller complying with its obligations under paragraph 1) are to:
Purchaser’s Completion Obligations. Upon completion of all the matters referred to in Part 1 of Schedule 5 (Completion Obligations) in relation to the relevant Completion, if the Purchaser shall fail to comply with the requirements of Part 2 of Schedule 5 (Completion Obligations) and/or shall fail to complete the purchase of each of the Sale Shares the Sellers shall not be obliged to complete this Agreement.
Purchaser’s Completion Obligations. The Seller shall not be obliged to complete this Agreement unless the Purchaser delivers to Seller the Share Charge, in an agreed form, executed by Purchaser.