Actions at Completion: Upon Completion Sample Clauses

Actions at Completion: Upon Completion. 3.2.1. the Vendor shall deliver to the Purchaser: (1) the Information; (2) duly executed assignments in the agreed form of the Intellectual Property Rights executed, where reasonably required by the Purchaser, in the presence of a Notary Public; (3) the Equipment, title to which passes by delivery at the place(s) where it is located; (4) subject to clause 4, duly executed deeds of assignment or novation for all Listed Business Contracts; (5) as far as is reasonably practicable, possession of the other Assets; 3.2.2. the Vendor shall, and shall use all reasonable endeavours to procure that all other necessary parties (if any), execute and deliver to the Purchaser all such assurances and things as may be necessary to vest in the Purchaser good and marketable title to the Assets (including deeds of assignment in relation to the Intellectual Property Rights) including such evidence of corporate power and proper execution as the Purchaser may reasonably require; 3.2.3. the Vendor and the Purchaser shall comply with the terms of clause 5 (in relation to the Employees); 3.2.4. the Vendor shall procure the payment of the Capital Contribution by ES1 to the Purchaser; 3.2.5. the Vendor and the Purchaser shall execute and deliver the EPIL Loan Agreement; and 3.2.6. the Vendor shall provide the Purchaser with details of the Vendor's Irish tax reference number (including evidence satisfactory to the Purchaser allowing it to verify the accuracy of the number provided ) which the Purchaser requires for the purposes of making the relevant filing in connection with the discharge of the liability to stamp duty arising on the transfer of the Assets.
Sample 1
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Actions at Completion: Upon Completion. 3.5.1. the Vendor shall deliver to the Purchaser the GRS Capital Equipment and Know-How and assignments and transfers (in a form approved by the Purchaser) of the Patents together with such evidence of corporate power and proper execution as the Purchaser may reasonably require; 3.5.2. the Vendor shall deliver to the Purchaser the written assignments (where necessary) duly executed by the Vendor or, as appropriate, the relevant transferring Affiliate, in a form reasonably acceptable to the Purchaser, for Assets where written assignments are required; 3.5.3. subject to clause 2.4.4, the Vendor and the Purchaser shall enter into the Licence Agreement, the Sub-Licence Agreement, the Emisphere Assignment, the Side Letter and the Gipet II Licence Agreement; and 3.5.4. subject to clause 2.5, the Purchaser shall on Completion pay to the Vendor the cash element of the Consideration referred to in clause 2.3.1.
Sample 1

Related to Actions at Completion: Upon Completion

  • 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.

  • 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.

  • Project Completion The Contractor agrees to schedule a final job walk with the County. If required, the County will prepare a list of incomplete items, the “Punch List”. The Contractor agrees to complete the “Punch List” corrections and schedule a final project completion job walk. The County will sign the “Punch List” as completed when determined, the project is finished. The Contractor agrees to submit the following along with its final payment request:

  • At Completion all (but not some only, unless the Subscriber so agrees) of the following business shall be transacted: (a) the Issuer shall issue the Subscription Shares to the Subscriber (or its nominee) free and clear of all Encumbrances and credited as fully paid on terms that they rank pari passu in all respects with the existing issued Shares (including the right to rank in full for all distributions declared, paid or made by the Issuer after the Completion Date) and shall promptly thereafter register (or procure the share registrar to register) the Subscriber as a registered shareholder of the Issuer in respect of the Subscription Shares in the branch register of members of the Issuer maintained by Computershare; (b) the Issuer shall deliver to the Subscriber, each in form and substance to the reasonable satisfaction of the Subscriber: (i) a certified true copy of the Board resolutions approving and/or ratifying the matters below: (A) approving the terms of, and the transactions contemplated by, this Agreement and resolving that the Issuer executes this Agreement; (B) authorising a specified person or persons to execute this Agreement on the Issuer’s behalf; (C) authorising a specified person or persons, on behalf of the Issuer, to sign, execute and/or despatch all documents and notices to be signed, executed and/or despatched by it under or in connection with this Agreement; and (D) a specimen of the signature of each person authorised by the resolution referred to in Clause 4.3(b)(i)(B) above; (ii) the original definitive share certificates in respect of the Subscription Shares in the name of the Subscriber (or its nominee); (iii) a certified true copy of the confirmation letter issued by Computershare confirming that the Subscriber (or its nominee) is the registered holder of the Subscription Shares; (iv) a copy of the approval from the HKSE for the listing of, and permission to deal in, all the Subscription Shares; and (v) a closing certificate, dated as at the Completion Date and addressed to the Subscriber from the Issuer, executed by a Director (or another duly authorised signatory) and substantially in the form set out in Schedule 2, and attaching thereto as exhibits all supporting documents, showing such fulfilment.

  • Final Completion The full and final completion of all Work in accordance with the Contract Documents.

  • 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.

  • Substantial Completion 9.8.1 When the Contractor considers that the Work, or a designated portion thereof which has been accepted in writing to by the State, is substantially complete as defined in Subparagraph

  • Substantial Completion Date Substantial Completion of the Work as defined in Article 6.1.2 of the General Conditions to the Continuing Contract for Construction Management shall be achieved by July 31, 2022.

  • 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.

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