Common use of Completion is Clause in Contracts

Completion is. conditional upon the fulfilment of each of the conditions as follows (the “Conditions”): (a) the Office of Fair Trading deciding in terms satisfactory to the Buyer (acting reasonably) that the Acquisition will not be referred to the Competition Commission pursuant to section 33 of the Enterprise Act and either the expiry of the time limit within which an application may be made to the Competition Appeal Tribunal for the setting aside of such a decision without such an application having been made; or if such an application is made, the dismissal of such application by the Competition Appeal Tribunal; (b) in the event that the Secretary of State issues an intervention notice to the Office of Fair Trading under section 42 of the Enterprise Act, (i) the Office of Fair Trading deciding in terms satisfactory to the Buyer (acting reasonably) that the Secretary of State does not intend to refer the Acquisition to the Competition Commission on public interest grounds and (ii) either (x) the expiry of the time limit within which an application may be made to the Competition Appeal Tribunal for the setting aside of such a decision without such an application having been made; or (y) if such an application is made, the dismissal of such application by the Competition Appeal Tribunal; (c) in the event that the Secretary of State serves an intervention notice to the Office of Fair Trading under section 67 of the Enterprise Act, the Office of Fair Trading (i) deciding in terms satisfactory to the Buyer (acting reasonably) that the Secretary of State does not intend to refer the Acquisition to the Competition Commission and (ii) either (x) the expiry of the time limit within which an application may be made to the Competition Appeal Tribunal for the setting aside of such a decision without such an application having been made; or (y) if such an application is made, the dismissal of such application by the Competition Appeal Tribunal; (d) in the event that the Office of Fair Trading decides to refer the Acquisition to the Competition Commission pursuant to sections 33, 42 or 67 of the Enterprise Act, the Competition Commission deciding to clear the Acquisition in terms satisfactory to the Buyer (acting reasonably), and either the expiry of the time limit within which an application may be made to the Competition Appeal Tribunal for the setting aside of such a decision without such an application having been made; or if such an application is made, the dismissal of such application by the Competition Appeal Tribunal; (e) the consents, authorisations, similar clearances and confirmations from the applicable gaming regulatory authority, law enforcement authority, regulatory body or counterparty to a Contract with a member of the Group set forth in schedule 9 having been obtained, in a form satisfactory to the Buyer (acting reasonably), and without, in the case of any consent from a counterparty to a Contract, any obligation on the part of the Buyer to pay any fee or consideration in excess of £10,000 in the aggregate, in connection therewith; and (f) Buyer shall have entered into a brand licensing agreement, in a form satisfactory to the Buyer, acting reasonably, of the brand licenses set forth in Part A of schedule 12 covering products in the United Kingdom.