Action on Completion Sample Clauses

Action on Completion. (a) On Completion, INM shall deliver to Mediahuis: (i) a certified copy of the resolutions of the INM Board referred to in Clause 8.2; (ii) letters of resignation from the directors of INM in accordance with Clause 8.2(b) (each such letter containing an acknowledgement that such resignation is without any claim or right of action of any nature whatsoever outstanding against INM or any member of the INM Group or any of their officers or employees for breach of contract, compensation for loss of office, redundancy or unfair dismissal or on any other grounds whatsoever in respect of the termination of office); and (iii) a copy of the register of members certified by the registrar of INM, together with a share certificate in respect of the aggregate number of shares in the capital of INM to be issued to Mediahuis (and/or its nominees) in accordance with the Scheme. (b) Where the Acquisition is implemented by way of a Scheme, INM shall cause a copy of the Court Order and a copy of the minute required by Section 86 of the Act to be filed with the Companies Registration Office and obtain from the Registrar of Companies a Certificate of Registration in relation to the reduction of share capital involved in the Scheme.
Sample 1
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Action on Completion. (a) On Completion, Target shall deliver to Zoetis: (i) a certified copy of the resolutions of the Target Board referred to in Clause 8.2; (ii) letters of resignation from the directors that are removed from Target in accordance with Clause 8.2(b) (each such letter containing an acknowledgement that such resignation is without any claim or right of action of any nature whatsoever outstanding against Target or any member of the Target Group or any of their officers or employees for breach of contract, compensation for loss of office, redundancy or unfair dismissal or on any other grounds whatsoever in respect of the removal); and (iii) a copy of the register of members certified by the registrar of Target, together with a share certificate in respect of the aggregate number of shares in the capital of Target to be issued to Zoetis and/or Zoetis Bidco (and/or its nominees) in accordance with the Scheme.
Sample 1
Action on Completion. On Completion or, in the case of Clause 9.3(c), as soon as possible following stamping, Yew Grove will deliver to Bidco: (a) a certified copy of the resolutions of the Yew Grove Board (or a duly authorised committee of the Yew Grove Board) referred to in clause 9.2; (b) letters of resignation from the directors of Yew Grove from the office of director (but not, for the avoidance of doubt, from any executive positions held in Yew Grove) in accordance with clause 9.2(b) (each such letter containing an acknowledgement that such resignation is without any claim or right of action of any nature whatsoever outstanding against Yew Grove or any member of the Yew Grove Group or any of their officers or employees for breach of contract, compensation for loss of office, redundancy or unfair dismissal or on any other grounds whatsoever in respect of the termination of office); (c) where the Acquisition is implemented by way of a Scheme, subject to payment by Bidco of all applicable stamp duty in respect of the transfer of Yew Grove Shares pursuant to the Scheme, a copy of the register of members of Yew Grove certified by the registrar of Yew Grove, together with a share certificate in respect of the aggregate number of shares in the capital of Yew Grove transferred to Bidco (and/or its nominees) in accordance with the Scheme; and (d) where the Acquisition is implemented by way of a Scheme, Yew Grove shall cause a copy of the Court Order and the minute required by Section 86 of the Act in respect of the Reduction of Capital to be filed with the Companies Registration Office.
Sample 1
Action on Completion. (a) On Completion, IFG shall deliver to Bidco: (i) a certified copy of the resolutions of the IFG Board referred to in Clause 8.2; (ii) letters of resignation from the directors of IFG in accordance with Clause 8.2(b) (each such letter containing an acknowledgement that such resignation is without any claim or right of action of any nature whatsoever outstanding against IFG or any member of the IFG Group or any of their officers or employees for breach of contract, compensation for loss of office, redundancy or unfair dismissal or on any other grounds whatsoever in respect of the termination of office); and (iii) a copy of the register of members certified by the registrar of IFG, together with a share certificate in respect of the aggregate number of shares in the capital of IFG to be issued to Bidco (and/or its nominees) in accordance with the Scheme.
Sample 1

Related to Action on Completion

  • Tests on Completion (i) At least 30 (thirty) days prior to the likely completion of the Project Highway, or a Section thereof, the Contractor shall notify the Authority’s Engineer of its intent to subject the Project Highway or a Section thereof, to Tests. The date and time of each of the Tests shall be determined by the Authority’s Engineer in consultation with the Contractor, and notified to the Authority who may designate its representative to witness the Tests. The Contractor shall either conduct the Tests as directed by the Authority’s Engineer or provide such assistance as the Authority’s Engineer may reasonably require for conducting the Tests. In the event of the Contractor and the Authority’s Engineer failing to mutually agree on the dates for conducting the Tests, the Contractor shall fix the dates by giving not less than 10 (ten) days’ notice to the Authority’s Engineer. (ii) All Tests shall be conducted in accordance with Schedule-K. The Authority’s Engineer shall either conduct or observe, monitor and review the Tests conducted by the Contractor, as the case may be, and review the results of the Tests to determine compliance of the Project Highway or a Section thereof, with Specifications and Standards and if it is reasonably anticipated or determined by the Authority’s Engineer during the course of any Test that the performance of the Project Highway or Section or any part thereof, does not meet the Specifications and Standards, it shall have the right to suspend or delay such Test and require the Contractor to remedy and rectify the Defect or deficiencies. Upon completion of each Test, the Authority’s Engineer shall provide to the Contractor and the Authority copies of all Test data including detailed Test results. For the avoidance of doubt, it is expressly agreed that the Authority’s Engineer may require the Contractor to carry out or cause to be carried out additional Tests, in accordance with Good Industry Practice, for determining the compliance of the Project Highway or Section thereof with the Specifications and Standards.

  • Upon completion of the Project the Recipient shall make a full and complete accounting to the OPWC of the Eligible Project Cost.

  • Construction Completion The related Construction shall have been completed substantially in accordance with the related Plans and Specifications, the related Deed and all Applicable Laws, and such Leased Property shall be ready for occupancy and operation. All fixtures, equipment and other property contemplated under the Plans and Specifications to be incorporated into or installed in such Leased Property shall have been substantially incorporated or installed, free and clear of all Liens except for Permitted Liens.

  • On Completion the Seller shall deliver to the Buyer: (a) a completed and signed transfer of the Sale Shares to the Buyer or as it directs and the related share certificate; (b) a power of attorney in agreed form appointing the Buyer as attorney pending the Buyer’s registration as a member of the Company with power on the Seller’s behalf to execute and deliver all deeds and documents and to do all acts and things and exercise all rights which the Buyer would be entitled to execute, deliver and do and exercise if the Buyer was registered as the holder of the Sale Shares with power to sub-delegate this power and power to appoint a substitute attorney in addition to the Buyer; (c) the statutory books of each Group Company (including any separate sheet minutes in respect of the Subsidiary, if applicable) complete and accurate up to Completion and any company seal(s), certificates of incorporation, certificates of incorporation on change of name and all share certificates of each Group Company; (d) a signed deed addressed by the Seller to the Buyer and to the Company and all Group Companies acknowledging that there is no outstanding indebtedness owing at Completion from any Group Company to the Seller or to any Seller’s Associate or vice versa; (e) letters of resignation in agreed form from each director of each Group Company and the secretary of each Group Company (if any); (f) a letter, in agreed form, from the Seller confirming that upon Completion it has ceased to be a registrable relevant legal entity (within the meaning of section 790C of the Companies Act 2006) in relation to the Company; (g) the Disclosure Letter; (h) the consultancy agreement in the agreed form between the Company and Xxxxxxx Xxxxxxx signed by the parties; (i) deeds of release in the agreed form between each of the employees of the Group Companies previously granted share awards by the Seller and the Seller in relation to the provision of such share awards in the Seller; (j) earn-in letter agreements in the agreed form executed by certain of the employees of the Group Companies (as determined by the Buyer) in relation to the potential issue of additional shares in Xxxxxxxx.xxx Limited to such persons; (k) an intellectual property assignment in the agreed form from the Seller in favour of the Company; (l) an intellectual property assignment in the agreed from XXXX00.Xxx Limited (UK) in favour of the Company; and (m) a settlement agreement in the agreed form duly executed by Xxxxxx Xxxxxx (together with the associated advisers certificate) dated at least one Business Day prior to the date of the assignments referred to at clauses 6.2(k) and (I) above.

  • Effect of Completion This agreement shall, as to any of its provisions remaining to be performed or capable of having or taking effect following Completion, remain in full force and effect notwithstanding Completion.

  • COMMENCEMENT AND COMPLETION OF THE PROJECT Section 3.01 The Project (a) The Company intends and expects, together with any Sponsor Affiliate, to (i) construct and acquire the Project, and (ii) meet the Contract Minimum Investment Requirement within the Investment Period. The Company anticipates that the first Phase of the Project will be placed in service during the calendar year ending December 31, 2020. (b) Pursuant to the FILOT Act and subject to Section 4.03 hereof, the Company and the County hereby agree that the Company and any Sponsor Affiliates shall identify annually those assets which are eligible for FILOT payments under the FILOT Act and which the Company or any Sponsor Affiliate selects for such treatment by listing such assets in its annual PT-300S form (or comparable form) to be filed with the Department (as such may be amended from time to time) and that by listing such assets, such assets shall automatically become Economic Development Property and therefore be exempt from all ad valorem taxation during the Exemption Period. Anything contained in this Fee Agreement to the contrary notwithstanding, the Company and any Sponsor Affiliates shall not be obligated to complete the acquisition of the Project. However, if the Company, together with any Sponsor Affiliates, does not meet the Contract Minimum Investment Requirement within the Investment Period, the provisions of Section 4.03 hereof shall control. (c) The Company may add to the Land such real property, located in the same taxing District in the County as the original Land, as the Company, in its discretion, deems useful or desirable. In such event, the Company, at its expense, shall deliver an appropriately revised Exhibit A to this Fee Agreement, in form reasonably acceptable to the County.

  • Payments and Completion Payments may be withheld because of (1) defective work not remedied; (2) failure of contractor to make proper payments to subcontractors, workers, or suppliers; (3) persistent failure to carry out work in acceptance with this Agreement or these general conditions, or (4) legal claims. Final payment will be due after complete release of any and all liens arising out of the contract or submission of receipts or other evidence of payment covering all subcontractors or suppliers who could file such a lien. The contractor agrees to indemnify the Owner against such liens and will refund all monies including costs and reasonable attorney’s fees paid by the owner in discharging the liens. A 10 percent holdback is required by the lender to assure the work has been properly completed and there are no liens against the property.

  • Upon Substantial Completion of the Work or designated portion thereof and upon application by the Contractor and certification by the Architect, the State shall make payment, reflecting adjustment in retainage, if any, for such Work or portion thereof, as provided in the Contract Documents.

  • Commencement and Completion of Construction Subject to Unavoidable Delays, Developer shall cause construction of the Minimum Improvements to be undertaken and completed: (i) by no later than June 1, 2020; or (ii) by such other date as the parties shall mutually agree upon in writing. Time lost as a result of Unavoidable Delays shall be added to extend this date by a number of days equal to the number of days lost as a result of Unavoidable Delays. All work with respect to the Minimum Improvements shall be in conformity with the Construction Plans approved by the building official or any amendments thereto as may be approved by the building official. Developer agrees that it shall permit designated representatives of the City, upon reasonable notice (which does not have to be written), to enter upon the Development Property during the construction of the Minimum Improvements to inspect such construction and the progress thereof.

  • Completion of the Project The Participating County acknowledges it is obligated to undertake and complete the design and construction of the Project in compliance with all of the applicable terms and conditions of the Project Documents and the Participating County agrees to use its best efforts to cause the completion of design and construction of the Project in compliance with the applicable terms and conditions of such documents. The Participating County agrees to complete the Project in accordance with this Agreement and consistent with the scope, cost and schedule established by the Board and attached hereto in Exhibit A, as such scope, cost and schedule may be modified with the approval of Finance and the recognition of the Board.

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