Until Completion Sample Clauses

Until Completion. (a) Until Completion, the Sellers and the Company must ensure that: (i) the Group Companies manage and conduct the Business as a going concern in accordance with normal and prudent practice (having regard to the nature of the Business and past practice); (ii) subject to clause 4.1(a)(iii), each Group Company does not: (A) enter into, terminate or alter any term of any material contract or commitment; (B) except in the usual conduct of the Business, incur any material actual or contingent liability; (C) except in the usual conduct of its Business, dispose of, agree to dispose of, encumber or grant an option over, any of its assets; or (D) declare or pay any dividend, or make any distribution of its assets, capital or profits; and (iii) each Group Company does not, without the prior written consent of the Buyer or Vignette (which consent which will not be unreasonably withheld): (A) make any expenditures or enter into any commitment or transaction exceeding $25,000 individually or $50,000 in the aggregate (other than sales, maintenance, commissions and consulting agreements entered into in the ordinary course of business); (B) sell, license or transfer to any person or entity any rights to any IP or enter into any agreement with respect to any IP with any person or with respect to any IP of any person (other than licences of standard products and services in the ordinary course of business where the person or entity is an existing customer of the Group Company and the pricing structure applicable to the licence is substantially in line with the pricing policy of the relevant Group Company or where any such licence is pursuant to a Group Company’s standard licensing agreement without modification or if such agreement is for an amount less than $50,000); (C) enter into any agreement with respect to the development of any IP with a third party; (D) change pricing or royalties charged by a Group Company to its customers or licensees, or the pricing or royalties set or charged by persons who have licensed IP to a Group Company; (E) enter into or amend any contract pursuant to which any other party is granted marketing, distribution, development or similar rights of any type or scope with respect to any products or technology of a Group Company; (F) amend or otherwise modify (or agree to do so), or violate the terms of, any material contract of any Group Company; (G) commence or settle any litigation; (H) declare, set aside or pay any dividends on or make any othe...
Sample 1
Until Completion the Seller shall not transfer or otherwise encumber the Shares or seek to do so.
Sample 1
Until Completion the Seller shall exercise all rights and powers available to it so as to procure that, except with the written consent of the Purchaser (which shall not be unreasonably withheld, delayed or conditioned), it shall not, in relation to the conduct of the Business (other than in the ordinary course of the investment activities related to the Business): (a) incur any expenditure exceeding GBP200,000 on capital account; or (b) dispose of any part of the Assets except in the ordinary course of business or create any Encumbrance in respect of any part of the Assets; or (c) borrow any money (except borrowings from its bankers not exceeding GBP100,000) or make any payments out of or drawings on its bank account(s) (except routine payments or drawings); or (d) enter into any transaction with a member of the Seller’s Group other than on arm’s length terms; or (e) make any change in the terms and conditions of employment of any of its Senior Employees or employ any additional person on terms that they will earn more than the equivalent of GBP80,000 per annum (Additional Senior Employees); (f) terminate for cause (where there has been a material breach by the Senior Employee of his employment contract) the employment of any Senior Employee or any Additional Senior Employees; or (g) terminate (except in relation to paragraph 1.3(f) above) the employment of any Senior Employee or any Additional Senior Employees; or (h) make, or announce to any person any proposal to make, any change or addition to any benefit of or in respect of any Employee, Senior Employee or Additional Senior Employee other than any change required by law or proposed change of which full and accurate particulars are set out in or; the Disclosure Letter
Sample 1
Until Completion the Seller shall use reasonable endeavours to procure that any insurances of a Group Company which are due to expire prior to Completion are renewed. The Buyer shall indemnify the Seller (for itself and as trustee for each member of the Seller’s Group) on demand from and against all and any costs incurred by the Seller or any other member of the Seller’s Group (other than the Group Companies) in connection with the renewal of those insurances.
Sample 1
Until Completion. Cadbury Schweppes shall (subject always to applicable competition law) procure (and Coca-Cola UK shall do nothing to prevent Cadbury Schweppes so procuring) that the Purchaser and Coca-Cola UK, their agents and representatives are on reasonable notice given reasonable access during normal business hours to the Properties and to the books and records of the Companies, in the case of the Purchaser, to the extent reasonably necessary for the Purchaser to prepare for the business of the Companies to be carried on after Completion, and, in the case of Coca-Cola UK, for any purpose connected with this agreement, provided that any information obtained as a result of such access shall be used only for such purpose, and shall not be passed to any officer or employee of the Purchaser or Coca-Cola Enterprises or Coca-Cola UK, except for such purpose.
Sample 1

Related to Until Completion

  • Final Completion The full and final completion of all Work in accordance with the Contract Documents.

  • Substantial Completion Section 7.4.1 When Supplier believes that it has achieved the requirements of Substantial Completion, Supplier shall provide written notice (the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

  • Project Completion The Contractor agrees to schedule a final job walk with the County. If required, the County will prepare a list of incomplete items, the “Punch List”. The Contractor agrees to complete the “Punch List” corrections and schedule a final project completion job walk. The County will sign the “Punch List” as completed when determined, the project is finished. The Contractor agrees to submit the following along with its final payment request:

  • Commencement and Completion 3.1 The Owner agrees to commence the Restoration Works, Landscaping Works, and Servicing Works forthwith upon adoption of City of Kelowna Heritage Revitalization Agreement Authorization Bylaw No. and to complete the Works no later than August 1, 2006.

  • Construction Completion The related Construction shall have been completed substantially in accordance with the related Plans and Specifications, the related Deed and all Applicable Laws, and such Leased Property shall be ready for occupancy and operation. All fixtures, equipment and other property contemplated under the Plans and Specifications to be incorporated into or installed in such Leased Property shall have been substantially incorporated or installed, free and clear of all Liens except for Permitted Liens.

  • DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § 3.1 The date of commencement of the Work shall be: § 3.2 The Contract Time shall be measured from the date of commencement of the Work.

  • Completion Date The Work under this Contract shall be completed by midnight of the date required in the Contract as the Material Completion and Occupancy Date unless extended by approved requests for extension of time.

  • At Completion all (but not some only, unless the Subscriber so agrees) of the following business shall be transacted: (a) the Issuer shall issue the Subscription Shares to the Subscriber (or its nominee) free and clear of all Encumbrances and credited as fully paid on terms that they rank pari passu in all respects with the existing issued Shares (including the right to rank in full for all distributions declared, paid or made by the Issuer after the Completion Date) and shall promptly thereafter register (or procure the share registrar to register) the Subscriber as a registered shareholder of the Issuer in respect of the Subscription Shares in the branch register of members of the Issuer maintained by Computershare; (b) the Issuer shall deliver to the Subscriber, each in form and substance to the reasonable satisfaction of the Subscriber: (i) a certified true copy of the Board resolutions approving and/or ratifying the matters below: (A) approving the terms of, and the transactions contemplated by, this Agreement and resolving that the Issuer executes this Agreement; (B) authorising a specified person or persons to execute this Agreement on the Issuer’s behalf; (C) authorising a specified person or persons, on behalf of the Issuer, to sign, execute and/or despatch all documents and notices to be signed, executed and/or despatched by it under or in connection with this Agreement; and (D) a specimen of the signature of each person authorised by the resolution referred to in Clause 4.3(b)(i)(B) above; (ii) the original definitive share certificates in respect of the Subscription Shares in the name of the Subscriber (or its nominee); (iii) a certified true copy of the confirmation letter issued by Computershare confirming that the Subscriber (or its nominee) is the registered holder of the Subscription Shares; (iv) a copy of the approval from the HKSE for the listing of, and permission to deal in, all the Subscription Shares; and (v) a closing certificate, dated as at the Completion Date and addressed to the Subscriber from the Issuer, executed by a Director (or another duly authorised signatory) and substantially in the form set out in Schedule 2, and attaching thereto as exhibits all supporting documents, showing such fulfilment.

  • Substantial Completion Date Substantial Completion of the Work as defined in Article 6.1.2 of the General Conditions to the Continuing Contract for Construction Management shall be achieved by July 31, 2022.

  • Project Completion Date It is agreed between the Parties that the Project Completion Date is <END DATE, YEAR>. If the Project is not completed by such date then, subject to an amendment agreed to between the Parties, Alberta Innovates may elect to terminate this Investment Agreement. In such event, Alberta Innovates will notify the Applicant of its decision to terminate as soon as reasonably practical and shall advise the Applicant of the effective date of termination. Alberta Innovates will have no liability or obligation to reimburse the Applicant for any Project Costs incurred after the effective date of termination and may require the Applicant to return any portions of the Investment which were spent on Ineligible Expenses. Additionally, any portion of the Investment not used and accounted for in accordance with this Agreement as of the Project Completion Date or earlier termination is repayable by the Applicant to AI at AI’s request.