Immediately following Completion Clause Samples
The 'Immediately following Completion' clause defines actions or obligations that must be performed as soon as a project, transaction, or contractual milestone is completed. In practice, this clause might require the transfer of ownership, delivery of documents, or payment of outstanding amounts right after the completion event occurs. Its core function is to ensure that there is no unnecessary delay between the completion of a key event and the fulfillment of subsequent responsibilities, thereby promoting efficiency and reducing the risk of disputes over timing.
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Immediately following Completion. 8.1.1 the Buyer and the Seller shall procure that the Current Development Sale Agreements are completed and the Seller shall procure that the Company is paid £4,660,000 pursuant to such agreements;
8.1.2 the Seller shall procure that the Consensus Receivable of £700,000 is paid to the Company; and
8.1.3 the Buyer and Seller shall procure that the Necton Share Sale Agreement, the Kyrano Share Sale Agreement and the Consensus Share Sale Agreement are completed and the Seller shall procure that £305,000 is paid to the Company and that £2,730,000 is paid to CSSL pursuant to those agreements, with the balance of £1,500,000 (in aggregate) to be left outstanding as a debt owed to the Company and such £1,500,000 debt owed to the Company is to be set off against the purchase price payable by the Company (or a member of the Buyer’s Group) under the Current Development Purchase Agreements in accordance with clause 7.1.8 of the Umbrella Agreement.
Immediately following Completion. 3.3.1 the initial authorised share capital of the Company shall be an unlimited number of no par value Shares and the initial issued share capital of the Company shall be 10 Shares divided into 2 A Shares, 8 B Shares; and
3.3.2 the Shares will be held by the Shareholders as follows: ▇▇▇▇▇▇▇ 2 A Shares RTPUK 8 B Shares
Immediately following Completion. (a) the Buyer shall procure that each relevant Group Company pays to the relevant member of the Sellers’ Group an amount equal to any Estimated Intra-Group Financing Payables and shall acknowledge on behalf of each relevant Group Company the payment of the amount of Estimated Intra-Group Financing Receivables in accordance with clause 3.9(b); and
(b) the Sellers shall procure that each relevant member of the Sellers’ Group pays to the relevant Group Company an amount equal to any Estimated Intra-Group Financing Receivables and shall acknowledge on behalf of each relevant member of the Sellers’ Group the payment of the amount of Estimated Intra-Group Financing Payables in accordance with clause 3.9(a).
Immediately following Completion. 3.3.1 the initial share capital of the Company shall be twelve thousand five hundred Euros (€12,500) divided into 2,500 A Shares and 10,000 B Shares, each of them fully subscribed and entirely paid up;
3.3.2 the First Series PECs and the Second Series PECs shall be issued in such amounts and to such persons as set out in clause 3.3.3 below; and
3.3.3 the Shares and PECs will be held by the Shareholders as follows: ▇▇▇▇▇▇▇ 2,500 A Shares 557,500,000 First Series PECs RTPCE 10,000 B Shares 2,230,000,000 Second Series PECs
Immediately following Completion. (a) the Buyer undertakes to procure that the Target (or a person duly authorised by the Target:
(i) executes and delivers to the Seller the Debt Waiver;
(ii) makes a statutory declaration as required under provision 17 of the Licence to Occupy in a form complying with the requirements of Schedule 2 to the Regulatory Reform (Business Tenancies) (England and Wales) Order 2003 (the "Statutory Declaration") and provides a copy of the sworn Statutory Declaration to the Seller and the Seller’s Solicitors and shall send the original to the Seller’s Solicitors by secure post within 3 days of the date thereof;
(iii) executes and delivers to the Seller a copy of the Property Licence;
(b) following receipt of the Statutory Declaration, the Seller shall execute and deliver a copy of the Property Licence.
Immediately following Completion. 3.2.1 the Company shall pay:-
3.2.1.1 a financial arrangement fee of(euro)1,410,000 plus VAT where applicable to Alchemy Partners;
3.2.1.2 a financial arrangement fee of (euro)470,000 plus VAT where applicable to Adelaide Capital Corp. Limited; and
3.2.2 the Subsidiary shall pay all out-of-pocket expenses incurred by the Investors (including those of Alchemy, Alchemy Partners and MSD Capital, L.P.) in connection with the transaction, together with VAT where applicable as are required to be paid by the Subsidiary pursuant to Clause 13.
Immediately following Completion. (i) the Seller and the Buyer shall dispatch, to an agreed list of customers, letters in Agreed Form informing them of the transfer of the benefit of the Contracts, and (ii) the Seller shall, and shall cause QinetiQ Inc. to, use all reasonable endeavours obtain the consent or approval to the assignment or novation of the Contracts that require Third Party Consent and for which such consent or approval has not been obtained at Completion.
Immediately following Completion the Sellers shall procure that all rights of access held by any member of the Sellers' Group to any part of the Lists which is stored on a computer database or otherwise in intangible form by or on behalf of any of the Sellers or any other member of the Sellers' Group are transferred to or otherwise conferred on the Purchasers.
Immediately following Completion the Principal Vendor shall use all reasonable endeavours to procure the release of all securities, guarantees and indemnities given by or binding on any Target Company in relation to any debt or obligation of any member of the Vendors' Group. Pending such release the Principal Vendor shall indemnify and keep indemnified the Purchaser for itself and as trustee for the Target Companies from and against all costs, claims and demands arising out of or in connection with any such securities, guarantees and indemnities.
Immediately following Completion the Buyer shall procure that the Company and Return Fax 2000 Ltd take all necessary actions to initiate the payment to the Specified Employees from the Company and Return Fax 2000 Ltd. of the Employee Bonus in accordance with the Employee Bonus Pool Allocation through each such companies’ payroll and provide written evidence to the Sellers within seven days of Completion that the aforesaid payments have been made. The Employee Bonus Pool Allocation is inclusive of employer related costs.