Completion of the Transfer Sample Clauses

Completion of the Transfer. 7.1 The Parties agree that after all preparation work for the Transfer has been set forth in Section 6.3 of this Agreement has been completed they will establish a “transfer team” ("Transfer Team") jointly to deliver the Target Company (including Target Company, Subsidiary Companies and its Related Companies listed in Annex II) within 3 working days. The day when Transfer Team is established is the Commencement Day of Handover. 7.2 The Transferor shall prepare a list of transfer for the Transfer Team. The list shall show all the assets, corporate books required by the law, account books, documents, agreements, and contracts and so on of Target Company, Subsidiary Companies and its Related Companies listed in Annex II. 7.3 If the Transferor provide reports or data of the Target Company, Subsidiary Companies and its Related Companies listed in Annex II which are materially different from actual facts, the Transferor shall be considered as in breach of this Agreement, the Transferee is entitled to terminate this Agreement (whereupon Transferor will be entitled to a refund of the purchase price paid by the Transferor) and require the Transferor to compensate relevant damages and losses. The Transferee is entitled to decide to waive such rights partially or entirely at its sole discretion. 7.4 To facilitate the Completion of the Transfer, the Transferor shall submit the following documents to the Transferee: （1 Permits and approvals in writing for the alteration registration of equity transfer of the Target Company, Subsidiary Companies and its Related Companies listed in Annex II (if any) from Committees of Foreign Trade and Economic Cooperation and AIC; （2 Certificates of ownership of the Transferred Equity (including register of shareholders of the Target Company, Subsidiary Companies and its Related Companies listed in Annex II); （3 Certificates or documents which proves that Subsidiary Companies of Target Company and its Related Companies of Target Company listed in Annex II have legally and validly owned the operation right of gas pipeline, the qualification of gas operation and the charging right of gas. The certificates or documents include but not limited to the agreement of operation right of gas pipeline entered into by and between the local government or authority of the local government, administrative permit of the qualification of gas enterprise, certificate of gas charging. （4 The true, necessary and sufficient certificates or documents which pr...

Completion of the Transfer. The transfer is hereby completed at the date hereof (hereinafter the "Transfer Date"), the parties hereby acknowledging that the following conditions have been fulfilled at the date hereof. (a) The divestment by C & D of the following operating subsidiaries and/or affiliates and/or operating divisions thereof, including all assets, liabilities and obligations of every kind related thereto: (i) Planete Magique, a societe anonyme, with a capital of FRF 250,000, --------------- whose registered office is at ▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, 94250 Gentilly, registered with the Registry of Trade and Companies of Creteil under number B 344 886 395, this divestment occurring at the date hereof, by payment by the Purchaser for the shares of this company to C & D of the price of one franc; (ii) Societe d'Exploitation de la Gaite Lyrique, a societe anonyme with a --------------- capital of FRF 52,623,800, whose registered office is at ▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, 75003 Paris, registered with the Registry of Trade and Companies of Paris, under number B ▇▇▇ ▇▇▇ ▇▇▇, this divestment occurring at the date hereof, by means of payment by the Purchaser for the shares of this company to C & D of the price of one franc; and (iii) The lamp business, as described in and according to the terms of the draft sale agreement attached hereto in Annex 1 (hereafter the "Lamp Business") the divestment thereof occurring concurrently with the transfer herein. The payment of the price of the transfer of the fonds (business) shall not take place until after a maximum time ----- period of 10 days after the signature of the corresponding document. The purchaser of the Lamp Business may use "C & D Lamps" as a trade name. (iv) KK C & D, a company organized under Japanese law, with a capital of Yen 10,000,000 whose registered office is at ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇, ▇-▇-▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇-▇▇. This divestment occurred on 28 December by means of payment by the purchaser of the Shares of the company to C & D of the price of one US dollar; and. By means of an extraordinary general resolution of the shareholders of KK C & D of 21 March 1996, the corporate name was changed to KK Asianimation. As a result thereof, all of the rights to the name C & D revert to C & D except with respect to the purchaser of the Lamp Business who shall have the right to use the trade name "C & D Lamps". (b) Signature by the Purchaser and Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇ of a Representation and Warranty Agreement in the form of the draft attached hereto in Annex (Ann...

Completion of the Transfer. On the Second Closing Date, the Minority Holdings will be transferred to the Purchaser and the Purchase Price will be paid to the Sellers. Quiksilver undertakes to pay the Purchase Price on behalf of the Purchaser on the Second Closing Date. The Purchaser hereby acknowledges that this payment will give rise to a claim by Quiksilver against the Purchaser in the amount of the Purchase Price. The Sellers acknowledge having been informed that the Purchase Price will be paid by Quiksilver and they hereby consent to receive this payment from Quiksilver. Consequently, they waive in advance any right or claim against the Purchaser for payment of the Purchase Price. The Sellers will present to Quiksilver and send to the Purchaser all documents establishing their property title to the Minority Holdings and furthering the successful outcome of the Transfer of the Minority Holdings. Except in the case of a written waiver from Quiksilver upon presentation of a document or from the Purchaser upon the remittance of a document, any transactions to be completed by the Second Closing Date will be deemed as taking place subject to the completion of all of them, such that no transaction or remittance of documents, and no transfer of ownership nor payment obligation will be deemed as final until all transactions and remittances are complete. The Parties undertake to complete all formalities and to take all measures that might be necessary for the transactions to be successfully completed by the Second Closing Date under this Agreement, including under Article 5, and to inform Quiksilver on a regular basis of their progress.

Completion of the Transfer or assignment of a Property is conditional on every Licence required under the relevant Lease.

Completion of the Transfer of the Shares shall take place: (i) in relation to a Right of First Refusal in accordance with Clause 7.1.1, twenty (20) Business Days after the date when a party gives notice of its intention to exercise the Right of First Refusal; and (ii) in relation to a Drag Along in accordance with Clause 7.3 or a Tag Along in accordance with Clause 7.4, on the date of closing of the transaction triggering the Drag Along, or Tag Along; in each case the “Transfer Date” and at such time and place as mutually decided by the relevant parties, provided that where the Fair Market Value has not been determined by the relevant Transfer Date, then the Transfer Date shall be postponed until the fifth (5th) Business Day after the Fair Market Value has been determined.

Completion of the Transfer. DOCUMENTS TO BE DELIVERED BY THE SELLERS AND BY THE BUYER - INSURANCE

Completion of the Transfer. Completion shall take place on the date of the change of business registration necessary for the Transfer. As a result of Completion, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ will be held as to 99.99% by Purchaser A and 0.01% by Purchaser B. Upon Completion, Yingshang ▇▇▇▇ will cease to be a wholly-owned subsidiary of the Company and its financial statements will no longer be consolidated to the Group’s financial statements. As at the date of this announcement, the Group is one of the general partners and has invested in 5.85% interest in Purchaser A, and Purchaser A is a joint venture of the Group. As a result of Completion, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ will be accounted for as a joint venture of the Company.

Completion of the Transfer 

Completion of the Transfer