COMPLETION OBLIGATIONS OF THE VENDORS Clause Samples

COMPLETION OBLIGATIONS OF THE VENDORS. The documents and evidence to be delivered to the Purchaser in accordance with Clause 4.2(a) are as follows: (a) duly executed transfers in respect of the Shares in favour of the Purchaser together with share certificates for the Shares in the name of the relevant transferors (or indemnities in the agreed form in respect of any missing certificates); (b) share certificates for all the issued shares in the Subsidiaries (or with indemnities in the agreed form in respect of any missing certificates) and duly executed transfers in favour of the Purchaser or its nominee in respect of any such shares which are registered in the name of any person other than any Group Company; (c) any waiver, consent or other document necessary to enable the Purchaser to obtain full legal and beneficial ownership (as applicable) of the Shares and the shares in the Subsidiaries including registration of the transfers referred to in paragraphs 1(a) and 1(b); (d) powers of attorney in the agreed form executed by each of the Vendors in favour of the Purchaser to enable the Purchaser to exercise all voting and other rights attaching to the Shares and the shares in the Subsidiaries pending registration of the Purchaser as the holder of the Shares and the shares in the Subsidiaries; (e) the statutory registers and minute books written up to date (but not including Completion), the certificate of incorporation, any certificates of incorporation on change of name and the common seal of the Company and each Subsidiary; (f) a deed of termination in the agreed form in respect of the existing shareholders' agreement relating to the Company, duly executed by all parties thereto; (g) the Option Agreement, duly executed by the Vendors; (h) certificate addressed to the Purchaser from ▇▇▇▇▇▇ & Co in terms satisfactory to the Purchaser confirming that the floating charge created in its favour by the Company has not crystallised and will not crystallise as a result of Completion; (i) evidence satisfactory to the Purchaser of the repayment of all amounts owed by the Vendors or any Associate of the Vendors to any Group Company (whether due for payment or not) (including amounts owed by Vendors in respect of activity carried out by Equitech); (j) an acknowledgement in the agreed form from each of the Covenantors (on behalf of themselves and their Associates) addressed to the Group Companies that none of them has any claims against any Group Company (actual or contingent) and waiving any such claim as m...
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Related to COMPLETION OBLIGATIONS OF THE VENDORS

  • Conditions Precedent to Obligations of the Sellers The obligations of the Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Seller Representative in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Purchaser set forth in this Agreement qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, at and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date), and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect; (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect; (c) there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (d) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act; (e) Purchaser shall have executed and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to B▇▇▇▇▇▇▇▇ the B▇▇▇▇▇▇▇▇ Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement; (f) Parent shall have executed and delivered to L▇▇▇▇ ▇▇▇▇▇▇ and B▇▇▇▇▇▇▇▇ the Parent Stockholders Agreement and the Investor Rights Agreement; (g) there shall not have occurred any event, development or circumstance since the date of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; and (h) Purchaser shall have delivered, or caused to be delivered, to the Sellers: (i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing; (ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby; (iii) the certificates described in Section 9.2(a) and 9.2(b); and (iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably request.

  • CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER All obligations of Buyer under this Agreement are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any or all of which may be waived in whole or in part in writing by Buyer:

  • Conditions Precedent to the Obligations of Seller All obligations of Seller under this Agreement are subject to the fulfillment or satisfaction, prior to or at the Closing, of each of the following conditions precedent:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER The obligations of the Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Buyer in writing) of the following conditions as of the Closing Date:

  • Conditions Precedent to the Obligations of Purchaser All of the obligations of Purchaser under this Agreement are subject to the fulfillment prior to or at the Closing of each of the following conditions, any one or more of which may be waived in writing by Purchaser: