CLOSING AND IMPLEMENTATION Sample Clauses

CLOSING AND IMPLEMENTATION. 5.1. Closing in respect of the Claims shall take place at a meeting of the representatives of the Parties at the offices of the Purchaser commencing at 10h00 on the Closing Date in respect of the Claims, or at such other place, time and date agreed by the Parties in writing. 5.2. At that meeting the Purchaser shall, against compliance by the Seller with its obligations in terms of clause 5.3 below, which it is obliged to comply with on or by the Closing Date deliver to the Seller the original share certificate(s) in respect of the Payment Shares in order to be registered in the name of the Seller; and 5.3. The Seller shall, at the same meeting, against compliance by the Purchaser of its obligations in terms of clause 5.2 above: 5.3.1. provide the Purchaser with a written cession of the Claims, duly executed in favour of the Purchaser, in terms of a notarial deed of cession to the extent required; 5.3.2. provide the Purchaser with a written deed of cession in favour of the Purchaser of all the rights provided for in the Indemnities, notarially executed to the extent required; 5.3.3. provide the Purchaser with a written waiver in favour of the Purchaser of the pledge of the KBH Loan; 5.4. The Seller shall further, by no later than the fifth business day after Closing, execute a deed of Pledge, in terms of which the Seller pledges its shares in the Companies to the Purchaser as security for the Companies complying with its obligations under the Guarantees, on the terms in the draft deed attached in Schedule F. 5.5. The Intercreditor Agreements shall be deemed to have been cancelled by mutual consent between the Parties, upon Closing as envisaged in this clause 5.
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CLOSING AND IMPLEMENTATION. 2.1. The Closing Date in respect of the Sale shall be on the fifth day, or such other date as the Parties may in writing agree, after the Sale Shares shall have been registered in the name of BVI750, pursuant to the exercise of the Pledge. On the Closing Date a meeting shall take place between the representatives of the respective Parties at the offices of DRDGOLD commencing at 10:00 hours on the Closing Date, or at such other place, time and date agreed by the Parties in writing. 2.2. At this meeting: 2.2.1. DRDSA shall pay the Purchase Price, in respect of the Sale Shares in cash; and 2.2.2. BVI750 shall deliver to DRDSA:- 2.2.2.1. an original share certificate in respect of the Sale Shares, and a duly signed securities transfer form, endorsed in to DRDSA; and 2.2.2.2. a certified copy of a resolution passed by the directors of each of the issuing entities approving the sale of the Sale Shares; and 2.2.2.3. such other documents as are necessary in order to enable DRDSA to procure the registration of the Sale Shares into its name.
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CLOSING AND IMPLEMENTATION. ‌ 9.1 On the Closing Date:‌ (a) the Seller and RMB Holdings shall procure that the Escrow Agent releases the Dutch Deliverables to the Notary;‌ (b) in accordance with instructions given to the Notary, in terms of the Dutch Deliverables, prior to the Closing Date, the Deed of Transfer shall be executed before the Notary pursuant to the Powers of Attorney delivered to the Notary, whereby the RMH 2 Shares shall be transferred from the Seller to the Purchaser and subsequently the Notary shall register the transfer of the RMH 2 Shares in the Company’s share register held (aandeelhoudersregister) to reflect the fact that, with effect from the Closing Date (pursuant to the aforesaid transfer), the Purchaser is the registered and beneficial holder of the RMH 2 Shares; and (c) the (partial) transfer of contract (as referred to in clause 7.2) shall take effect and the Company shall update its records regarding the RMH 2 Claims (as referred to in clause 7.3). 9.2 The Purchase Consideration shall be settled by the Purchaser on the Closing Date, in cash, by way of electronic funds transfer into the Seller's Account, against closing as contemplated in clause 9.1. 9.3 The Purchase Consideration will be allocated as follows — (a) in respect of the RMH 2 Claims, the face value thereof; and (b) in respect of the RMH 2 Shares, the balance of the Purchase Consideration. 9.4 The Seller and the Purchaser shall report the transaction contemplated in this Agreement on all tax returns required to be filed by them in a manner consistent with such allocation.
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CLOSING AND IMPLEMENTATION. 6.1. Khumo Gold SPV shall on the Closing Date provide DRDGOLD with written confirmation, accompanied by a record of transfer of funds, from Attorney Xxxxxx Xxxxxxxxx that the Purchase Consideration has been paid to DRDGOLD. 6.2. Whilst closing shall occur upon Khumo Gold SPV providing DRDGOLD with the written record of transfer, as aforesaid, the cession of the Loan shall be deemed to have occurred upon actual payment of the Purchase Consideration.
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Related to CLOSING AND IMPLEMENTATION

  • PURPOSE AND IMPLEMENTATION This Umbrella Agreement (hereinafter referred to as the "Agreement" or "Umbrella Agreement") shall be for the purpose of collaborative research, development, and testing opportunities on various topics of mutual interest to enable advanced understanding of aeronautics, science, and space systems research and development and to provide workforce development in Science, Technology, Engineering, and Mathematics (STEM) while furthering NASA’s research and development goals. The Parties shall execute one (1) Annex Agreement (hereinafter referred to as the "Annex") concurrently with this Umbrella Agreement. The Parties may execute subsequent Annexes under this Umbrella Agreement consistent with the purpose and terms of this Umbrella Agreement. This Umbrella Agreement shall govern all Annexes executed hereunder; no Annex shall amend this Umbrella Agreement. Each Annex will detail the specific purpose of the proposed activity, responsibilities, schedule and milestones, and any personnel, property, or facilities to be utilized under the task. This Umbrella Agreement takes precedence over any Annexes. In the event of a conflict between the Umbrella Agreement and any Annex concerning the meaning of its provisions, and the rights, obligations and remedies of the Parties, the Umbrella Agreement is controlling.

  • Skidding and Yarding Methods of skid- ding or yarding specified for particular areas, if any, are indicated on Sale Area Map. Outside Clearcutting Units and construction clearings, insofar as ground conditions permit, products shall not be skidded against reserve trees or groups of reproduction and tractors shall be equipped with a winch to facilitate skidding. B6.421 Rigging. Insofar as practicable, needed rigging shall be slung on stumps or trees desig- nated for cutting.

  • CLOSING AND POSSESSION This Contract shall be closed on or before January 19, 2024, or at such other time as may be mutually agreed in writing. Possession is subject to the right of any tenants in possession. The parties agree that possession of said property is to be delivered to Buyer on or before January 19, 2024. Seller will X or will not , subject to tenant in possession rights, agree to allow Buyer the right, following fall harvesting, to enter the farm property for the purpose of performing land husbandry, customary tillage, application of fertilizer and lime, soil conservation practices and soil testing.

  • Evaluation, Testing, and Monitoring 1. The System Agency may review, test, evaluate and monitor Grantee’s Products and services, as well as associated documentation and technical support for compliance with the Accessibility Standards. Review, testing, evaluation and monitoring may be conducted before and after the award of a contract. Testing and monitoring may include user acceptance testing. Neither the review, testing (including acceptance testing), evaluation or monitoring of any Product or service, nor the absence of review, testing, evaluation or monitoring, will result in a waiver of the State’s right to contest the Grantee’s assertion of compliance with the Accessibility Standards. 2. Grantee agrees to cooperate fully and provide the System Agency and its representatives timely access to Products, records, and other items and information needed to conduct such review, evaluation, testing, and monitoring.

  • Investment Analysis and Implementation In carrying out its obligations under Section 1 hereof, the Advisor shall: (a) supervise all aspects of the operations of the Funds; (b) obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally or the Funds, and whether concerning the individual issuers whose securities are included in the assets of the Funds or the activities in which such issuers engage, or with respect to securities which the Advisor considers desirable for inclusion in the Funds' assets; (c) determine which issuers and securities shall be represented in the Funds' investment portfolios and regularly report thereon to the Board of Trustees; (d) formulate and implement continuing programs for the purchases and sales of the securities of such issuers and regularly report thereon to the Board of Trustees; and (e) take, on behalf of the Trust and the Funds, all actions which appear to the Trust and the Funds necessary to carry into effect such purchase and sale programs and supervisory functions as aforesaid, including but not limited to the placing of orders for the purchase and sale of securities for the Funds.

  • Implementation and Review The Parties shall consult annually, or as otherwise agreed, to review the implementation of this Chapter and consider other matters of mutual interest affecting trade in services. (10) 10 Such consultations will be addressed under Article 170 (Free Trade Commission) of Chapter 14 (Administration of the Agreement).

  • Closing and Closing Deliveries 27 8.1 Closing...............................................................................27 8.2

  • Closing and Termination 26 4.1 Closing Date.........................................................................26

  • CLOSING AND CLOSING DATE 3.1 Subject to the terms and conditions set forth herein, the Closing Date shall be April 27, 2007, or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian for the Acquired Fund to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entity, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been so transferred as of the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., in its capacity as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

  • Closing and Closing Documents 7 4.1 Closing...................................................................................... 7 4.2 Seller's Deliveries.......................................................................... 7 4.3 Purchaser's Deliveries....................................................................... 8 4.4 Fees and Expenses; Closing Costs............................................................. 8 4.5 Adjustments.................................................................................. 8 ARTICLE V Miscellaneous......................................................................................... 9

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