Vendor’s obligations on Completion Clause Samples
Vendor’s obligations on Completion. On Completion the Vendor shall:
6.2.1 deliver or make available to the Purchaser duly executed transfers of the Shares in favour of the Purchaser or as it may direct accompanied by the relevant share certificates (or an express indemnity in a form satisfactory to the Purchaser in the case of any certificate found to be missing);
6.2.2 deliver or make available to the Purchaser the written resignations of each of the directors and secretaries of each Group Company from his office as a director or secretary to take effect on the date of Completion with acknowledgements signed by each of them in the form attached at Schedule 16 to the effect that he has no claim against any Group Company for compensation for loss of office (whether contractual, statutory or otherwise), redundancy or otherwise;
6.2.3 deliver or make available to the Purchaser the written resignations of each of the Relevant Employees from their employment with as an employee of the Group Company to take effect on the date of Completion with acknowledgements signed by each of them in agreed form to the effect that he has no claim against any Group Company for compensation for breach of contract (whether contractual, statutory or otherwise), redundancy or otherwise;
6.2.4 deliver or make available to the Purchaser the certificates of incorporation, corporate seals (if any), cheque books, pay-in books and statutory books of each Group Company (duly written up-to-date), the share certificates in respect of each of the Subsidiaries and transfers of all shares in the Subsidiaries held by nominees in favour of the Purchaser or as it may direct;
6.2.5 deliver or make available to the Purchaser the Tax Deed of Covenant duly executed by the Covenantors named in it,
6.2.6 deliver or make available to the Purchaser all the financial and accounting books and records of each Group Company and all documents of title relating to the Properties;
6.2.7 deliver or make available to the Purchaser (if the Purchaser so requires) irrevocable powers of attorney (in the form attached at Schedule 11) executed by each of the holders of the Shares in favour of the Purchaser to enable the Purchaser (pending registration of the relevant transfers) to exercise all voting and other rights attaching to the Shares and to appoint proxies for this purpose;
6.2.8 deliver or make available to the Purchaser evidence satisfactory to the Purchaser that the provisions of paragraph 5.2 of Schedule 2 ("Arrangements with Connected Person...
Vendor’s obligations on Completion. On the Completion Date, the Vendor shall deliver to the Purchaser the certificate of approval from the Commission of Commerce and Amended Business License of the Company.
Vendor’s obligations on Completion. Unless the Parties otherwise agree in writing, the VENDOR shall, at Completion:-
4.2.1 convert 1,500,000 (One Million and Five Hundred Thousand) ICPS in NSMH held by the VENDOR into 1,500,000 (One Million and Five Hundred Thousand) Ordinary NSMH Shares;
4.2.2 cause NSMH to issue directly to the PURCHASER, such number of Ordinary NSMH Shares (as converted) as is equivalent to the Sale Shares;
4.2.3 cause NSMH to deliver to the PURCHASER, the original share certificate(s) to the Sale Shares issued in the name of the PURCHASER; and
4.2.4 cause the appointment of the PURCHASER's nominee as a director of NSMH and the PURCHASER as a director NSM (Subject to the PURCHASER's delivery to the VENDOR not less than 7 (Seven) days prior to the Completion Date, of 3 (Three) copies of Forms 48A of the Companies Regulations 1966 duly completed and sworn by the PURCHASER for his appointment as director of NSM and NSMH.
Vendor’s obligations on Completion. Upon fulfilment or satisfaction by the Purchaser of its obligations in accordance with clause 7.1, the Vendor will deliver or cause to be delivered to the Purchaser or where applicable to the Purchaser’s Solicitors, the following documents (“Completion Documents”) :-
Vendor’s obligations on Completion. At Completion the Vendor will deliver the following to the Purchaser:
5.2.1 Transfers of the Vendor’s Shares in the Subsidiaries to the Purchaser duly executed by the Vendor in registrable form.
5.2.2 The share certificates for the Vendor’s Shares in the Subsidiaries (if any).
5.2.3 Unconditional releases of the Vendor’s Shares in the Subsidiaries from all Security Interests over or affecting them (if any).
Vendor’s obligations on Completion. On the Completion Date, the Vendor shall, deliver or make available to the Purchaser:
(a) evidence of the due fulfilment of the conditions specified in Paragraph 3.1 (the Conditions Precedent);
(b) documentary proof to the satisfaction of the Purchaser that the transfer and/or assignment of ownership of the Assets and Intellectual Property to FCSB has been completed, and
(c) ensure that the Assets are free from any liens, liabilities, claims of encumbrances.
Vendor’s obligations on Completion. On Completion, the Vendor shall deliver to the Purchaser :
11.2.1 duly executed instrument of transfer in respect of Fab 2 and Fab 3/5 and Fab 3/5 carpark in favour of the Purchaser;
11.2.2 duly executed Deed of Assignment of Building Agreement / Agreement for Lease in favour of the Purchaser in respect of Fab 6, Fab 7, Slurry Plant and Pte Lot A1964510;
11.2.3 original duly executed Deed of Novation of the CSP Agreement in favour of the Purchaser;
11.2.4 original CSP Agreement;
11.2.5 Certificates of Title (Sub) in respect of Fab 2 and Fab 3/5 and Fab 3/5 carpark;
11.2.6 original Building Agreement dated 24 September 1999 made between JTC and STPL in respect of Fab 6;
11.2.7 original Assignment of Building Agreement dated 31 December 2004 made between STPL and the Vendor in respect of Fab 6; Table of Contents
11.2.8 original Building Agreement dated 30 July 2001 made between JTC and STPL in respect of Fab 7;
11.2.9 original Deed of Assignment dated 31 December 2004 made between STPL and the Vendor in respect of Fab 7;
11.2.10 original Building Agreement dated 21 April 2005 made between JTC and STPL in respect of the Slurry Plant;
11.2.11 original Deed of Assignment dated 8 July 2005 made between STPL and the Vendor in respect of the Slurry Plant;
11.2.12 original Agreement for Lease dated 31 January 2008 made between JTC and the Vendor in respect of Pte Lot A1964510;
11.2.13 original Sublease No. I230448S and I/230439S made between the Vendor and the Purchaser in respect of Fab 2 and Fab 3/5 and Fab 3/5 carpark respectively;
11.2.14 original Agreement for Sublease dated 24 September 1999 made between STPL and CSP in respect of Fab 6, together with original Novation Agreement dated 31 December 2004 made between STPL, the Vendor and CSP;
11.2.15 original Agreement for Sublease dated 30 July 2001 made between STPL and the Purchaser in respect of Fab 7, together with original Novation Agreement dated 31 December 2004 made between STPL, the Vendor and the Purchaser;
11.2.16 original Supplemental Agreement dated 3 January 2007 made between the Vendor and the Purchaser in respect of Fab 7;
11.2.17 original Agreement for Sublease dated 8 July 2005 made between STPL and the Purchaser in respect of Slurry Plant, together with original Novation Agreement dated 8 July 2005 made between STPL, the Vendor and the Purchaser;
11.2.18 original Supplemental Agreement dated 3 January 2007 made between the Vendor and the Purchaser in respect of Slurry Plant;
11.2.19 original ...
Vendor’s obligations on Completion. On Completion ▇▇▇▇▇▇▇ Group Limited shall deliver or procure to be delivered or (if the Purchaser agrees) make available to the Purchaser: 6.
2.1 duly executed transfers of the Shares and the Subsidiary Shares in favour of the Purchaser or as it may direct accompanied by the relative share certificates; 6.
2.2 the written resignations of each of the Vendor Appointees from his office as a director or secretary of the relevant Group Company to take effect on the date of Completion with acknowledgments signed by each of them in a form reasonably satisfactory to the Purchaser to the effect that he has no claim against any Group Company for compensation for loss of office (whether contractual, statutory or otherwise), redundancy or otherwise; 6.
2.3 the written resignations of the auditors of each Group Company to take effect on the date of Completion, with acknowledgments signed by each of them in a form reasonably satisfactory to the Purchaser to the effect that they have no claim against any Group Company and containing the statement referred to in Section 394 of the Companies ▇▇▇ ▇▇▇▇ to the effect that there are no circumstances connected with their resignation which they consider should be brought to the notice of the members or creditors of any Group Company;
Vendor’s obligations on Completion. The Vendor shall on Completion:
(a) (Possession): give and deliver to the Purchaser:
(i) a copy of the Source Code in a form acceptable to the Purchaser and all relevant and associated documentation;
(ii) evidence that the Asset Sale has completed (to the satisfaction of the Purchaser acting reasonably);
(b) (Share Transfer) deliver to the Purchaser an executed transfer in favour of the Purchaser of all the Shares together with the share certificates for the Shares and consents that the Purchaser reasonably requires;
(c) cause:
(i) the board of directors of the Company to direct that the transfers of the Shares are registered;
(ii) the delivery to the Purchaser or its nominee of the Records of the Company;
(iii) the resignation of the directors of the Company nominated by the Vendor and the appointment to the board of directors of the Company of the Purchaser’s nominees, but so that a properly constituted board of directors is in existence at all times.
(d) (Transfer of Intellectual Property and Brand Names): deliver to the Purchaser evidence that the Software and all Intellectual Property Rights to the Software are owned by the Company and specifically proof that the ownership of the Software has been transferred from the Vendor to the Company.
(e) (Director/Shareholder Approval): deliver to the Purchaser evidence that the board of directors of the Vendor and the Company and the shareholders of the Vendor and the Company has approved of the transaction governed by this agreement;
Vendor’s obligations on Completion. Subject to the Purchaser satisfying its obligations under clause 43, the Vendor shall on Completion:
(a) (POSSESSION): give and deliver to the Purchaser:
(i) the Plant and Equipment; (ii) Motor Vehicles; (ii) Business Records (other than the Excluded Business Records); (iv) hired, leased or any other assets the subject of any of the Business Contracts as are in the possession of the Vendor; (v) Leased Properties (subject, where required, to the Lessor's consent); (vi) all cash including cash on hand and cash equivalent and funds held with any bank or financial institution and security held or entitled to be held by at Completion; and