Common use of Obligations at Completion Clause in Contracts

Obligations at Completion. At Completion: (a) the Seller must deliver to the Buyer: (i) Transfer Instruments duly executed by the Seller; (ii) a Tax Invoice in respect of the payment of the Purchase Price (Completion Payment); (iii) if requested by the Buyer at least 5 Business Days prior to Completion, copies of the Mining Information and the Records; and (iv) to the extent not signed and exchanged between the parties prior to Completion: (A) two counterparts of the Joint Venture Agreement duly executed by the Seller and the related cross security; (B) two counterparts of the Regional Co-operation MOU duly executed by the Seller; (C) two counterparts of the General Security Agreement duly executed by the Seller; (v) three counterparts of each Deed of Assignment and Assumption which has been signed by the relevant Contract counterparty before Completion, duly executed by the Seller; (vi) any other documents (including, without limitation, any statutory declarations or instruments of title) required to register the assignment to the Buyer of any component of the Sale Interest (which the Buyer notifies the Seller of within 14 days after the date of this agreement), provided that the Seller will not be required to deliver instruments of title where they are already lodged with the relevant Government Agency for the registration of other dealings; (b) the Buyer must: (i) pay the Purchase Price (Completion Payment) and the Pre-Completion Development Contribution Estimate together with GST (if applicable) on such payments to the Seller in accordance with clause 4.3; and (ii) deliver to the Seller counterparts of each deed or document referred to in clauses 6.2(a)(iv) duly executed by the Buyer and where applicable, the Buyer’s Guarantor (and for each deed the Buyer must deliver the same number of counterparts to the Seller as the Seller is required to deliver to the Buyer).

Obligations at Completion. At CompletionCompletion the following events must occur in sequential order and the parties agree to take all such steps and do all such things as are necessary on their respective parts to ensure that: (a) the Seller must Vendors deliver to the BuyerPurchaser: (i) Transfer Instruments possession and control of the Assets including duly executed by transfers required to vest any of the SellerAssets in the Purchaser; (ii) a Tax Invoice in respect certificates or other evidence of title to the Assets; (iii) any required consents to the transfer of the payment Assets or VB12 Patents; (iv) the Records, except that the Vendor may keep copies of any Records required to be maintained pursuant to any statutory or regulatory requirement; and (v) any other document that will be reasonably necessary to give full effect to the agreement and the assignment of the Assets to the Purchaser; (b) the Purchaser: (i) pays to the Vendors (or as they direct in writing) the portion of the Purchase Price Consideration in accordance with clause 3.2(a); (Completion Paymentii) procures the issue of the Shares to the Vendors (or as the they direct in writing) in accordance with clause 3.2(b); (iii) if requested by procures the Buyer at least 5 Business Days prior to Completion, copies issue of the Mining Information and Warrants to the Records; andVendors (or as they direct in writing) in accordance with clause 3.2(c); (iv) delivers to the extent not signed and exchanged between the parties prior to Completion: (A) two counterparts Vendors a duly executed counterpart of the Joint Venture Agreement duly executed by the Seller and the related cross security; (B) two counterparts of the Regional Co-operation MOU duly executed by the Seller; (C) two counterparts of the General Security Agreement duly executed by the SellerAssignment Deed; (v) three counterparts of each Deed of Assignment and Assumption which has been signed by the relevant Contract counterparty before Completion, duly executed by the Seller; (vi) any other documents (including, without limitation, any statutory declarations or instruments of title) required to register the assignment delivers to the Buyer Vendors written notice addressed to Dibbs Barker Gosling from AccessUS▇ ▇▇ ▇ingham Dana LLP, counsel to ▇▇▇▇▇▇▇▇▇, that Completion has occurred and that funds held by Dibbs Barker Gosling on behalf of any component of ▇▇▇▇▇▇USA may be paid to, or as directed by, the Sale Interest (which the Buyer notifies the Seller of within 14 days after the date of this agreement), provided that the Seller will not be required to deliver instruments of title where they are already lodged with the relevant Government Agency for the registration of other dealings; (b) the Buyer must: (i) pay Vendors as the Purchase Price (Completion Payment) and the Pre-Completion Development Contribution Estimate together with GST (if applicable) on such payments to the Seller in accordance with clause 4.3Consideration payable at Completion; and (iic) deliver the parties and GroPep will exchange and date fully executed counterpart copies of the Assignment Deed and the Licence Agreement; (d) all other obligations to be performed by them on Completion under any other clause of this agreement are performed; (e) any act or other document or thing reasonably necessary to give full effect to this agreement and the Seller counterparts sale and assignment of each deed or document referred to in clauses 6.2(a)(iv) duly executed the Assets by the Buyer and where applicable, the Buyer’s Guarantor (and for each deed the Buyer must deliver the same number of counterparts to the Seller Vendor is done or executed as the Seller is required to deliver to the Buyer)case may be.