Completion Obligations Clause Samples

Completion Obligations. At the Completion Date 2, QIWI shall:

Completion Obligations. [To Be Inserted]

Completion Obligations. Forthwith upon the conclusion of the extraordinary general meeting or signing of the Resolutions, as the case may be, referred to in clause 3.2 above: (a) in full reliance on the accuracy of the Warranties and other covenants and undertakings on the part of the Warrantor in this Agreement, the Investors shall each subscribe for their respective Investor Shares at the Preference Issue Price and shall procure the payment of amounts then due in cash in accordance with clause 2 to such account of the Company as the Company shall nominate; (b) the Company will procure that a meeting of the Board is held at which (to the extent the same has not already been done): (i) there are allotted, fully paid, to each of the Investors, the Investor Shares subscribed by them pursuant to clause 3.3(a), the appropriate entries are made in the Registers of Allotments and Members of the Company and the relevant share certificate(s) are issued to the Investors; (ii) ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ are appointed as directors of the Company and shall be designated as the BVP Directors in accordance with clause 7.2 and Article 18.3 of the Articles; (iii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ resigns as a director of the Company. (c) the Directors shall deliver or procure that there are delivered to each of the Investors: (i) evidence satisfactory to the Investors that the actions specified in clause 3.3(b) have been fulfilled; (ii) the Service Agreement, duly executed by the Founder and the Company; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) the Management Rights Letter, duly executed by the Company; (v) the Indemnification Agreements, duly executed by the Company; (vi) the Partnership Contract, duly signed by the Company and WPTE; (vii) Legal opinions from Company Counsel as to Corporate and Regulatory matters.

Completion Obligations. In addition and without prejudice to the Competition Approvals and the Novations, the Seller and the Purchaser shall each use its reasonable endeavours to obtain any approvals, consents or waivers of termination rights from any relevant authorities, lessors, lenders and other contracting parties required under Applicable Law or otherwise in connection with Completion.

Completion Obligations. 5.1 Completion of this Agreement will take place immediately upon the satisfaction of the last of the conditions in Clause 2.1 (other than any condition which will be satisfied only upon such Completion) when, subject to the fulfilment of any conditions then unsatisfied, the following business shall be (or shall have been) transacted: (A) RB shall deliver to Indivior a duly executed transfer of the RBP Global Shares in favour of Indivior, together with the relevant share certificate(s); (B) Indivior shall procure that the names of the Qualifying RB Shareholders to whom Indivior Shares are allotted pursuant to this Agreement are entered in the register of members of Indivior as the holders of the Indivior Shares allotted to them; and (C) each of RB and Indivior shall deliver, or procure the delivery of, a duly executed counterpart of each of the Ancillary Agreements in the Agreed Form, with the exception of the FCP Lease. 5.2 Any amounts outstanding at Completion between any RB Group Company and any Indivior Group Company shall, to the extent not already settled (unless otherwise agreed between RB and Indivior): (A) be settled by payment to the relevant RB Group Company or Indivior Group Company (as appropriate) in the normal course in accordance with this Agreement, the Ancillary Agreements or the Ongoing Agreements or any other pre-existing arrangements; or (B) in the case of amounts which relate to intra-group financing or similar arrangements or in respect of which no payment terms have previously been agreed, shall be repaid or settled on or as soon as reasonably practicable following Completion, and RB and Indivior agree to procure compliance by members of their respective Groups with the provisions of this Clause 5.2. 5.3 RB and Indivior shall procure that on or before Completion: (A) employees or non-executive directors of one Group who hold the office of director or secretary of a company in the Other Group shall have resigned from the company or companies in the Other Group and suitable persons employed by or identified as appropriate non-executive directors for the Other Group shall have been appointed in their place, save for ▇▇▇▇▇▇ ▇▇▇▇▇▇, in respect of his being a director of RB and Indivior; and (B) employees of one Group who are authorised signatories on bank mandates for accounts of companies in the Other Group shall have signed, executed and delivered all such documents as are necessary to cancel their status as authorised signatories on s...

Completion Obligations. To the best of Seller’s knowledge, except as set forth on the attached Schedule 7.1 and in the Leases or Due Diligence Items on the Closing Date, there will be no outstanding written or oral contract made for any improvements, including capital improvements, to the spaces covered by the Leases, to the Property, or for offsite improvements related to the Property, which have not been fully completed and paid for or a credit given to Buyer at Closing in the amount sufficient complete the improvement.

Completion Obligations. 5.1 Subject to the satisfaction or waiver of the Conditions Precedent (except for any Condition Precedent which will be satisfied only upon Completion), Completion of this Agreement shall take place on 13 September 2021, or on such other date as Prudential and ▇▇▇▇▇▇▇ shall agree. 5.2 At Completion, the following business shall be transacted: (A) Prudential shall deliver to the ▇▇▇▇▇▇▇ Transfer Agent duly executed transfers of the Relevant ▇▇▇▇▇▇▇ Shares in favour of the Qualifying Prudential Shareholders; and (B) ▇▇▇▇▇▇▇ shall procure that, except for Relevant ▇▇▇▇▇▇▇ Shares in respect of which Qualifying Prudential Shareholders elected to exercise the Share Sale Option, the names of the Qualifying Prudential Shareholders or Cede & Co, for delivery in DTCC to the relevant Euroclear UK & Ireland DTC account delivery of CREST Depository Interests (“CDIs”) to CREST shareholders and relevant eligible holders who are to have their entitlement to ▇▇▇▇▇▇▇ shares held through Equiniti Corporate Nominees Limited in such form, to whom the Relevant ▇▇▇▇▇▇▇ Shares have been transferred are recorded in the register of stockholders of ▇▇▇▇▇▇▇ as the holders of such Relevant ▇▇▇▇▇▇▇ Shares. 5.3 Any amounts outstanding at Completion between any Prudential Group Company and any ▇▇▇▇▇▇▇ Group Company shall, to the extent not already settled (and unless otherwise agreed between Prudential and ▇▇▇▇▇▇▇): (A) be settled by payment to the relevant Prudential Group Company or ▇▇▇▇▇▇▇ Group Company (as appropriate) in the normal course in accordance with this Agreement or any other pre-existing arrangements; or (B) in the case of amounts which relate to intra-group financing or similar arrangements, or in respect of which no payment terms have previously been agreed, be repaid or settled on or as soon as reasonably practicable after Completion or on such date as the parties may agree, and each of Prudential and ▇▇▇▇▇▇▇ agree to procure compliance by members of their respective Groups with the provisions of this clause 5. 5.4 Prudential undertakes with effect from Completion: (A) to hold the Relevant ▇▇▇▇▇▇▇ Shares upon trust for the Qualifying Prudential Shareholders as beneficial owners; (B) to account to the Qualifying Prudential Shareholders for any dividends, interest, bonuses, in specie or other distributions or payments of whatever nature paid or made to Prudential in respect of the Relevant ▇▇▇▇▇▇▇ Shares; (C) not to exercise any rights, powers or privileges attaching to t...

Completion Obligations. On Completion, the Sellers and the Purchasers shall comply with their respective obligations specified in Schedule 5.

Completion Obligations. Unless alternative arrangements have been made in accordance with clause 7(a), at Completion, unless previously provided: (a) the Buyer must: (i) pay the Balance Purchase Price to the Seller (or as it directs); and (ii) reimburse the Seller, or any entity which has incurred costs on behalf of the Seller, for any costs incurred in undertaking any subdivision, amalgamation or ROL zone change to create the Water Allocation pursuant to clause 2.1, by way of bank cheque; (b) the Buyer must provide the Seller with: (i) an original stamped copy of this Agreement and a copy of the stamped Transfer Instrument; (ii) (if required by the Seller), the Supply Contracts executed by the Buyer, and the Buyer authorises the Seller to insert the date of the Supply Contracts with the Date of Completion; (iii) a Bank Guarantee as required to be provided under the Supply Contracts; and (iv) an authority to the Deposit Holder to release the Deposit to the Seller; (c) the Seller will provide the Buyer with: (i) if not already provided, the Transfer Instrument signed by the Seller; (ii) a Notice to Registrar executed by (or on behalf of) the ROL Holder; and (iii) if requested by the Buyer not less than 15 Business Days prior to the Completion Date copies of any other documents to be signed by the Seller as necessary for registering the Transfer Instrument if required; and (d) for the avoidance of doubt and notwithstanding anything else to the contrary, the Seller will have no obligation to complete this Agreement (or deliver any items under this clause 8.2) unless the Supply Contracts have been executed and delivered by the Buyer to the Seller in accordance with clause 8.2(b)(ii).