Common use of Upon Completion Clause in Contracts

Upon Completion. the Seller shall deliver to the Buyer’s Solicitors, to be held in escrow for delivery to the Buyer if and only if the Escrow Condition is satisfied by the Escrow Failure Date and otherwise to be returned to the Seller: (a) certified copies of the minutes recording the resolution of the Board of Directors of (i) the Seller authorising the sale of the Pembroke Shares and the execution of the transfer in respect of them, and (ii) Quanta 4000 Holdings, authorising the sale of the Company Share and the execution of the transfers in respect of them; (b) the Disclosure Letter executed by the Seller; (c) the Chaucer-Quanta Release Agreement executed by the Seller and Quanta U.K. Limited; (d) the Shareholders’ Release Agreement executed by the Seller; (e) the Capacity Agreement Release executed by the Seller and the Company; (f) the Accounts; (g) the Accounts Update Letter; (h) certified copies of: (i) the resolutions of the directors of the Seller and each other relevant Seller’s Group Company authorising its execution of this Agreement and each other Share Purchase Document (including, in the case of Quanta 4000 Holdings) authorising the transfer of the Company Share in connection with this Agreement; (ii) the resolution of the shareholder of the Company resolving to make the appointments referred to in clause 4.5(b); and (iii) the appointments made by the shareholder of the Company referred to in clause 4.5(b); and (i) a deed of acknowledgment and waiver from the Seller and Quanta Indemnity Company in a form reasonably satisfactory to the Buyer confirming that the Agreed Intercompany Debt has been discharged (or will be discharged following the release from escrow of the amount paid to the Seller’s Solicitors in accordance with clause 4.2).

Upon Completion. (a) the Seller shall deliver deliver, or cause to be delivered to the Buyer’s Solicitors, to be held in escrow for delivery to the Buyer if and only if the Escrow Condition is satisfied by the Escrow Failure Date and otherwise to be returned to the SellerPurchaser: (ai) certified copies transfers of the minutes recording the resolution Carnival Shares duly completed in favour of the Board of Directors of (i) the Seller authorising the sale of the Pembroke Shares and the execution of the transfer in respect of themPurchaser, and or as it may direct; (ii) Quanta 4000 Holdings, authorising the sale share certificates representing the Carnival Shares (or an express indemnity in a form satisfactory to the Purchaser in the case of any found to be missing); (iii) the statutory registers and minute books of Carnival together with its Company Seal and Certificate of Incorporation; (iv) letters of resignation (expressed to be with effect from Completion) from each of the Company Share Directors and the execution Secretary of the transfers in respect of themCarnival; (b) the Disclosure Letter executed by Seller shall procure that a meeting of the SellerDirectors of Carnival shall be held at which the transfer of the Carnival Shares to the Purchaser or its nominee shall be approved and the resignations referred to in sub- Clause (a)(iv) above shall be accepted and such persons as the Purchaser shall nominate shall be appointed as Directors and Secretary of Carnival; (c) documents of title in respect of 5,805 Participations in the Chaucer-Quanta Release Agreement executed by capital of the Seller and Quanta U.K. LimitedCompany registered in the name of Carnival; (d) Volim and the Shareholders’ Release Agreement executed Purchaser shall appear at the offices of a Notary Public appointed by the SellerSeller and the Purchaser located in Spain and shall grant a public deed of sale and purchase of the Volim Participations in favour of the Purchaser in the Agreed Form; (e) the Capacity Agreement Release executed by Seller shall procure the Seller and delivery to the Company; (f) the Accounts; (g) the Accounts Update Letter; (h) certified copies Purchaser of: (i) the resolutions of the directors of the Seller Stockholders' Registry Book and each other relevant Seller’s Group Company authorising its execution of this Agreement and each other Share Purchase Document (including, in the case of Quanta 4000 Holdings) authorising the transfer Minute Books of the Company Share in connection together with this Agreementthe Public Deed of Incorporation and its Seal and any other Public Deeds containing amendments to the By Laws, if any; (ii) all necessary forms to be submitted before the resolution Spanish Foreign Exchange Authorities in order to declare the sale by Volim non-resident in Spain; (iii) each of the shareholder following agreements, all duly executed by each of the Company resolving parties to make them: (1) the appointments referred to in clause 4.5(b)Service Agreement; (2) the Term Loan Agreement; (3) the Warrant Agreement; and (iii4) the appointments made Deposit Agreement. (iv) the Deed of Priority duly executed by the shareholder of the Company referred to in clause 4.5(b)Seller; and (iv) a deed the Seller's Legal Opinion, dated as of acknowledgment Completion. (f) the Company shall draw down and waiver from Equitel shall advance the Seller full amount of the Term Loan and Quanta Indemnity the Equitel Term Loan respectively to the Company in a form reasonably satisfactory to the Buyer confirming that the Agreed Intercompany Debt has been discharged (or will be discharged following the release from escrow of the amount paid to the Seller’s Solicitors in accordance with clause 4.2)immediately available funds.