Closing Meeting Clause Samples

Closing Meeting. At the closing meeting, the agency presents to the operator the findings and conclusions of the verification, in particular any problems that may have been identified. The operator has the opportunity to ask questions regarding the verification findings and to provide answers or clarifications on the elements presented by the agency. The minutes of the meeting are made available to the authorities, the independent observers and the independent auditor via their registration in the data management system.

Closing Meeting. A closing meeting shall be held between representatives of the Parties, including, where appropriate, officials responsible for the national inspection and certification programs. At this meeting the auditor shall present the findings of the verification. The information shall be presented in a clear, concise manner so that the conclusions of the audit are clearly understood. An action plan for correction of any deficiencies noted shall be drawn up by the auditee, preferably with target dates for completion.

Closing Meeting. Closing shall take place at the offices of the Buyer’s Solicitor on the Closing Date.

Closing Meeting. In the event that Aetna and the Customer’s auditors are unable to resolve any such disagreement regarding draft Pharmacy Audit findings, either Aetna or the Customer shall have the right to refer such dispute to an independent third-party auditor meeting the requirements of the Agreement, this section VII, and the Service and Fee Schedule and selected by mutual agreement of Aetna and the Customer. The parties shall bear equally the fees and charges of any such independent third-party auditor, provided however that if such auditor determines that Aetna or the Customer’s auditor is correct, the non-prevailing party shall bear all fees and charges of such auditor. The determination by any such independent third-party auditor shall be final and binding upon the parties, absent manifest error, and shall be reflected in the final Pharmacy Audit report.

Closing Meeting. On the Closing Date, the Parties shall meet at the offices of DLA Piper UK LLP at J▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ at 9:00 a.m. CEST or in such other place and at such other time as agreed upon by the Parties, to perform the Closing Actions set forth in clause 12.3 (the “Closing Meeting”).

Closing Meeting. 11.1 At 14h00 on the 5th (Fifth) business day after the date on which all of the Suspensive Conditions are fulfilled and/or waived representatives of the Parties shall meet at the offices of Deneys R▇▇▇▇ Inc. at 8▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Sandton and completion of the Transaction shall occur by – 11.1.1 Avmin’s representative delivering to Kalgold’s representative – 11.1.1.1 the original signed RLA; and 11.1.1.2 a certified copy of a signed irrevocable instruction to Computershare Limited (“Transfer Secretaries”), receipt of the original of which has been acknowledged by the Transfer Secretaries as provided for, substantially in the form of the draft annexed hereto marked “D”; and 1.1.2 Kalgold’s representative delivering a duly executed cession of the Loan Account to Avmin’s representative. 11.2 On delivery of the RLA, irrevocable instruction and cession referred to in clause 11.1, and after completion of all of the matters required to be completed at the closing meetings to be held in terms of the Related Agreements, Avmin and Harmony shall be obliged to sign and deliver a written final confirmation of that fact to Computershare Limited as contemplated in annexe “D”. 11.3 Notwithstanding anything to the contrary contained herein, the Parties agree that all of the matters to be completed in terms of this clause 11 shall be deemed to have been completed simultaneously, and that none of them shall be deemed to have been completed unless all of them have been completed, and unless all of the matters to be completed at the closing meetings to be held in terms of the Related Agreements (other than the Voting Agreement) have also been completed.

Closing Meeting. At Closing the Sellers will do the following: (a) procure that a board meeting of ▇▇▇▇▇▇ is held at which the matters set out in the agreed form Closing board minutes shall take place, including the passing of a resolution to register the transfers referred to in Paragraph 6.2; (b) cause such persons as the Buyer may nominate to be validly appointed as additional directors of ▇▇▇▇▇▇ and, upon such appointment, forthwith cause the Directors and the secretary or secretaries of ▇▇▇▇▇▇ to retire from all their offices and employment with ▇▇▇▇▇▇ and each of the Subsidiaries, each delivering to the Buyer a letter under seal in agreed terms acknowledging that he or she has no claim outstanding for compensation or otherwise; (c) procure revocation of all authorities to the bankers of ▇▇▇▇▇▇ relating to bank accounts, giving authority to such persons as the Buyer may nominate to operate the same; (d) procure the written resignation of the auditors of ▇▇▇▇▇▇ and the Subsidiaries containing such statement as may be required by Section 400 of the Companies Act, 2014 and confirming that there are no fees due to them and deliver such resignation to the Buyer; (e) deliver to the Buyer as agent for ▇▇▇▇▇▇: the title deeds and other documents relating to each of the Real Property, as listed in the Disclosure Letter any papers or other documents relating to ▇▇▇▇▇▇ and the Subsidiaries that are in the possession of the Sellers and are not situate at any of the Properties; (f) a letter from Bank of Ireland confirming that there is no crystallization of any security granted to them arising out of the sale of ▇▇▇▇▇▇ by the Sellers and that on the payment to them of €95,000 the charge dated 21 March 2012 and all other security given by ▇▇▇▇▇▇ shall be unconditionally released and no further sums of any nature are owed to them; (g) the PPS tax reference numbers in respect of each Seller referred to in SECTION 7.11(f); (h) repay any indebtedness owed at Closing by any of the Sellers to ▇▇▇▇▇▇ or any of the Subsidiaries and procure the discharge of any subsisting guarantees indemnities or other securities given by ▇▇▇▇▇▇ or any of the Subsidiaries in respect of any debt or obligation of any of the Sellers or other third party; (i) deliver all other documents and items required by any term of this Agreement to be delivered, or caused to be delivered, by Sellers at Closing.

Closing Meeting. The Buyer and the Sellers shall execute a pre-closing notice according to the form as set out in Exhibit 8.1.1 (Form of Pre-Closing Notice) and duly completed and signed by all Parties (the “Pre-Closing Notice”), but subject to the Disclosure Letter as updated as of the Closing Date not disclosing any circumstance which would in the aggregate together with any and all disclosures made after the Disclosure Date, result in a reduction of the Purchase Price of more than Twenty Five Million Euro (€25,000,000). For the avoidance of doubt, neither the holding of, or attendance by any Party at, the Pre-Closing Meeting nor the execution by the Parties of the Pre-Closing Notice are conditions to the Closing for the purposes of this Agreement. The Parties shall procure that

Closing Meeting. Closing shall take place at 10 am CEST on 1 April 2022 by means of electronic exchange of documents.