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.
Sale : Completion On Or Before The Completion Date a. Within ninety (90) days from the date of successful sale (the expiry date of which period referred to as “the Completion Date”), the Purchaser shall deposit with the Assignee’s Solicitors simultaneously:- (i) The balance of the purchase price i.e a sum equivalent to 90% of the successful bid price (referred to as “the Balance Sum”) either by way of IBG or ▇▇▇▇▇▇ or bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to HONG ▇▇▇▇▇ BANK BERHAD. The amount of the bank draft or cashier’s order shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and (ii) A copy of the requisite consents or confirmations (as the case may be) of the Developer and/or Proprietor and/or State Authorities and/or relevant bodies approving the sale (including transfer or assignment) in favour of the Purchaser, if necessary and/or required, subject firstly to the Assignee being satisfied with the conditions if imposed, otherwise the Assignee may elect to terminate the sale under ▇▇▇▇▇▇ 11. - Extension b. The Completion Date will not be extended unless the Purchaser shall have at least fourteen (14) days before the Completion Date applied in writing for an extension of time to the Assignee and the Assignee may at its absolute discretion without assigning any reason whatsoever either:- (i) Reject such request in which event all monies paid by the Purchaser hitherto including the Deposit shall be forfeited absolutely and immediately for which the Purchaser shall not be entitled to nor have any or further reimbursements, claims and demands whatsoever in nature and howsoever caused against the Assignee, the Assignee’s Solicitors, the Auctioneer or their respective servants or agents and any other party on account thereof; or (ii) Agree to grant an extension of time subject to conditions imposed by the Assignee including but not limited to the imposition of non- refundable late payment charges / compensation charges on the balance unpaid or outstanding purchase price at such rate as the Assignee shall determine and to be calculated on a daily basis for the whole duration of the extended period granted and also to pay such sum within the time and in the manner as stipulated by the Assignee. Such decision by the Assignee shall be binding on the Purchaser. - Charges c. Notwithstanding any contrary terms and conditions which may be imposed by the Developer and/or Proprietor and/or State Authorities and/or relevant bodies and/or third parties entitled thereto on the Assignee in granting the consent or confirmation (as the case may be) to the sale herein, it is hereby agreed that only arrears of quit rent, assessment rate and service charges (collectively referred to as “the Outstanding Charges”) within a period of six (6) years prior to the date of successful sale of the Property which are lawfully and rightfully due and payable to the Developer and/or Proprietor and/or State Authorities and/or relevant bodies and/or third parties entitled thereto up to the date of successful sale of the Property shall be deducted from the purchase price upon receipt of the Balance Sum PROVIDED THAT the Assignee reserves the right to refuse to pay nor shall the Assignee be obliged to pay:- (i) Any Outstanding Charges that are time-barred i.e. charges which have remained unpaid for more than six (6) years prior to the date of successful sale of the Property irrespective of any payment or acknowledgement or judgment made or obtained on the said charges; (ii) Any Outstanding Charges that are excessively charged resulted from eg duplicate or double counting, wrong calculation or any other similar circumstances; (iii) Any Outstanding Charges wrongfully imposed including but not limited to being charged without any basis whatsoever; and/or (iv) Any bills issued by the Developer and/or Proprietor and/or State Authorities and/or relevant bodies and/or third parties entitled thereto for the Outstanding Charges but only received by the Assignee or the Assignee’s Solicitors more than seventy-five (75) days from the date of the successful sale. Such decision by Assignee on what is due and payable shall be binding on the Purchaser of which the Purchaser hereby expressly agrees. d. The Outstanding Charges due and payable immediately after the date of successful sale of the Property shall be solely borne and paid by the Purchaser. e. Where applicable, it shall be the duty of the Purchaser to obtain at the Purchaser’s own costs the particulars as stated in Section 22D(4) of the Housing Development (Control and Licensing) Act 1966 and to obtain copies of the charges payable from the Developer and/or Proprietor and/or State Authorities and/or relevant bodies and/or third parties entitled thereto and to forward copies thereof together with the calculations as to the apportionment of the respective parties’ liability thereof to the Assignee’s Solicitors for the Assignee’s approval. For this purpose, the Purchaser shall also furnish the Assignee’s Solicitors with the Purchaser’s account details in order for the Assignee to process payment of the Assignee’s portion of the Outstanding Charges pursuant to and in accordance with Clause 8(c) above. f. In the event the Purchaser shall pay such arrears (if any) of the Outstanding Charges in advance to the Developer and/or Proprietor and/or State Authorities and/or relevant bodies and/or third parties entitled thereto:- (i) The Purchaser is not entitled to deduct the payment towards the arrears (if any) from the Balance Sum; (ii) Due apportionment and reimbursement for the payment (if any) made by the Purchaser towards the arrears shall only be made after the Assignee has received the Balance Sum and subject to the Assignee’s approval and other provisions of these Conditions of Sale. For this purpose, the Purchaser shall produce receipts evidencing payment together with the Purchaser’s account details in order for the Assignee to reimburse the Purchaser in accordance with this Clause 8(f)(ii) accordingly. g. Nothing herein shall impose any obligation on the part of the Assignee to pay any outstanding water, electricity, telephone, utilities, gas, sewerage, taxes, rates, bills, any type of interest, fine, penalty, losses incurred by reason of any breach of written laws, late payment charges, damages, compensation, other form of maintenance or management charges (including but not limited to security charges, charges incurred in relation to car park / accessory parcel, deposits, sinking / building / common / maintenance / management fund), costs for renovation / alteration / additional works, contribution, subscription, licence, dues, levies, insurance, premium, rents, commission, fees, costs and expenses (including but not limited to legal fees, disbursements, stamp duty, registration fees, administrative or vetting fees and transfer costs), other outgoings and charges in any form whatsoever (including for any increase in area of the Property imposed by the Developer and/or Proprietor and/or State Authorities and/or relevant bodies and/or third parties entitled thereto irrespective of whether the same was imposed or incurred before the date of successful auction, any penalty thereof in connection with incidental to or pursuant to the Assignment the Memorandum of Transfer and all other documents necessary for affecting the transfer or subsequent transfer [as the case may be] or assigning the beneficial ownership of the Property to the Purchaser or that as may be due to or imposed by the Developer and/or Proprietor and/or State Authorities and/or relevant bodies and/or third parties entitled thereto notwithstanding that the Developer and/or Proprietor and/or State Authorities and/or relevant bodies and/or third parties entitled thereto may require such payments to be made by the Assignee). The Purchaser hereby expressly agrees that such costs and expenses shall be solely borne and paid by the Purchaser. h. Any other costs, expenses and charges not specifically mentioned and/or specified in Clause 8.c, Clause 8.d, Clause 8.e, Clause 8.f and Clause 8.g hereof which are outstanding shall be solely borne and paid by the Purchaser. i. Upon payment of all monies mentioned and/or specified in Clause 6.d, Clause 7.a, Clause 8.a(i), Clause 8.c, Clause 8.d, Clause 8.e, Clause 8.f, Clause 8.g and Clause 8.h above and subject to the fulfillment of Clause 9 below by the Purchaser, the Assignee shall:- (i) Execute or cause to be executed as soon as possible at the Purchaser’s own costs and expenses (including legal fees, stamp duty and registration fees) an Assignment (in the form and substance acceptable to and upon the terms and conditions stipulated by the Assignee at its absolute discretion) in favour of the Purchaser of all the rights title interests and benefits under the Sale and Purchase Agreement entered into between the Developer and/or Proprietor of the Property and the Assignor or the original purchaser(s) when the Assignor is not the original purchaser of the Property. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the Assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the Property. The Assignee shall not be required to assign the Property to any person other than the Purchaser; and (ii) Deliver to the Purchaser or the Purchaser’s Solicitors the duly executed Assignment and certified true copy(ies) of the Sale and Purchase Agreement and previous Assignment within the Assignee’s custody. If any of the aforesaid documents is not available, the Assignee shall use its best endeavors to provide certified true copy(ies) or such other acceptable documentary evidence of previous transactions thereof. j. Where applicable, the Purchaser undertakes to forward to the Developer the duly stamped Assignment, the duly stamped Proclamation of Sale and the Memorandum together with the full payment of all sums and outgoings due to the Developer under the Sale and Purchase Agreement as required by Section 22D(2) of the Housing Development (Control and Licensing) Act 1966 within fourteen (14) days from the date of stamping of the Assignment and to forward a copy of the cover letter or acknowledgment of receipt by the Developer to the Assignee or the Assignee’s Solicitors within seven (7) days after the issuance of the cover letter or acknowledgment of receipt. - Charge / Transfer k. If the separate document of title or strata title for the Property has been issued whether before on or after the date of auction sale, the Assignee shall not be required to procure a Memorandum of Transfer nor to register its charge as prescribed by the National Land Code 1965 or Sarawak Land Code or the Land Ordinance Cap. 68 of the Laws of Sabah (where applicable) in favour of the Purchaser from the Developer and/or Proprietor (as the case may be). l. The transfer of the Property from the Developer and/or Proprietor (as the case may be) shall be prepared and procured by the Purchaser at the Purchaser’s own costs (including costs of transfer from the Developer and/or Proprietor to the Assignor where necessary) and expenses who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and/or Proprietor and/or State Authorities and/or relevant bodies pertaining to the registration of such transfer of the Property. m. The Purchaser undertakes to inform the local authority of the change of ownership and to file the necessary form within fourteen (14) days from the date of stamping of the Assignment.
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:
Post-Closing Cooperation Each Party to this Agreement agrees that on and after Closing, it will execute any and all necessary documents, and take any and all necessary actions, to effect the purposes and terms of this Agreement or any other reasonable request. Specifically, the Parties shall (a) reasonably cooperate with each other in the defense of any litigation, investigation, claim or proceeding related to Sellers including the provision of witnesses and records (including contracts, memoranda, charge data, invoices, correspondence and other documentation) in a timely manner as reasonably requested by a Party to this Agreement; (b) reasonably cooperate with each other on all matters related to the preparation and submission of claims to the Medicare and Medicaid programs and other third party payers for services provided to beneficiaries; (c) reasonably cooperate with each other in the preparation and settlement of Medicare and Medicaid cost reports for all cost reporting years which are open as of the Closing Date in accordance with the provisions of Section 5.13; and (d) abide by any applicable confidentiality privileges. Each Party also agrees to (i) promptly notify each other Party in writing of any claim or threatened claim against a Party or its present, previous or future directors, trustees or officers arising out of any matter relating to the Transaction; (ii) promptly deliver to the appropriate Party all correspondence or other written materials received by a Party after Closing pertaining to that Party; and (iii) provide any documents necessary to obtain or maintain licenses, franchises, permits, certificates, certificates of need, accreditations, contracts, consents, and approvals, required by law or governmental regulations from all applicable federal, state and local authorities and any other regulatory agencies necessary for the legal operation of the Healthcare Facilities by Purchaser and to otherwise further the terms of the Transaction set forth in this Agreement and any Exhibits hereto. With respect to clause (a), above, and without limiting any other provision of this Agreement, (i) if Purchaser is named as a defendant in any malpractice claim stemming from care provided at a Hospital prior to the Closing Date, Sellers shall, at Sellers’ sole cost, provide such Purchaser with legal defense to such claims and indemnify Purchasers in accordance with Article 16; and (ii) if any Seller is named as a defendant in any malpractice claim stemming from care provided at the Hospitals on or after the Closing Date, Purchasers shall, at Purchasers’ sole cost, provide such Seller with legal defense to such claims and indemnify Purchasers in accordance with Article 16.
Sellers’ Representative By execution of this Agreement, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, as the attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers.