Completion and Post Completion Matters Sample Clauses

Completion and Post Completion Matters. 4.1 Completion shall take place on the Completion Date: (a) at the offices of the Buyer’s Solicitors at 9.00 am; or (b) at any other place or time as agreed in writing by the Sellers and the Buyer. 4.2 At Completion the Sellers shall: (a) deliver or cause to be delivered the documents and evidence set out in Part 3 of Schedule 3; (b) procure that a board meeting of the Company and each of the Subsidiaries is held at which the matters identified in Part 4 of Schedule 3 are carried out; and (c) deliver any other documents referred to in this agreement as being required to be delivered by them. 4.3 At Completion the Buyer shall: (a) pay £80,000 on account of the Net Asset Value Consideration by CHAPS transfer to Sellers' Solicitors (who are irrevocably authorised to receive the same) at National Westminster Bank plc, 0 Xxxxxx Xxxx Xxxxxxxxx Xxxxx Xxxxxxxxx Sort Code 55 61 02 Xxxxx Xxxxxx LLP Clients Account 00000000 and otherwise in accordance with clause 3.1 and pay £245,000on account of the Net Asset Value Consideration to the Buyer’s Solicitors who shall hold same to the order of the Sellers pending completion of the Sale and Leaseback Agreement. Payment made in accordance with this clause shall constitute a valid discharge of the Buyer's obligations in respect of the sum so paid; (b) deliver a certified copy of the resolution(s) adopted by the board of directors of GSE Inc authorising the issue of the Consideration Shares for the first instalment of the Adjusted Profit Consideration; and (c) deliver a certified copy of the resolution adopted by the board of directors of the Buyer authorising the Transaction and the execution and delivery by the officers specified in the resolution of this agreement, and any other documents referred to in this agreement as being required to be delivered by it. 4.4 As soon as possible after Completion the Sellers shall send to the Buyer (c/o the Buyer’s Solicitors) all records, correspondence, documents, files, memoranda and other papers relating to the Company and the Subsidiaries not required to be delivered at Completion and which are not kept at the Property. 4.5 The Buyer shall procure that after Completion the Company and/or its Subsidiaries shall establish a Bonus Pool calculated and operated in accordance with Schedule 11.
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Completion and Post Completion Matters. 4.1. The Parties agree that the following matters shall take place on or prior to the date of Completion: 4.1.1. the Share Subscription Agreement shall be implemented in accordance with its terms; 4.1.2. Grindrod shall convene such meetings or pass such resolutions of the Board of the Company as may be necessary to appoint 2 (two) persons nominated by Grindrod as Sponsor Directors and 2 (two) persons nominated by Regiment and Sankaty as Investor Directors; and 4.1.3. the Parties shall convene such meetings or pass such resolutions of the Boards of each Group Company as may be necessary to implement the Share Sale Agreement in accordance with its terms. 4.2. As soon as is reasonably practicable following the date of Completion (and, if relevant in respect of Clause 4.2.1.6, at all times following Completion) the Parties shall convene such meetings of the members of each Group Company and their respective Boards as may be necessary to: 4.2.1.1. (save in the case of the Company) appoint 2 (two) persons nominated by Grindrod as Sponsor Directors and 2 (two) persons nominated by Regiment and Sankaty as Investor Directors; 4.2.1.2. appoint such person nominated by Grindrod as the secretary of that Group Company; 4.2.1.3. appoint Deloitte as auditors of that Group Company; 4.2.1.4. appoint Credit Agricole and/or Standard Chartered Bank as principal bankers to that Group Company and arrange for the opening of any necessary bank accounts in its name (the requirements of the Approved Finance always being considered); 4.2.1.5. if necessary, resolve that the financial year of each Group Company shall end on 31 December in each calendar year; and 4.2.1.6. amend the Articles of any Group Company to the extent necessary to ensure compliance by it with the terms of this Agreement; 4.3. Each Party and the Company agrees with each other Party and the Company, as applicable, that it shall take such steps as lie within its power to procure and ensure that each Group Company performs its respective obligations under the Transaction Documents to which they are respectively a party. 4.4. The Parties shall share, pro-rata to their Shareholding, all costs related to the implementation of Clauses 4.1 and 4.2, as well as the Clarkson’s Fee which shall be payable by the Company (to the extent lawful) and any stamp duty of other securities taxes that may be payable under the Share Sale Agreement and the Share Subscription Agreement. To the extent it is not lawful for the Company to ma...
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Completion and Post Completion Matters 
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Related to Completion and Post Completion Matters

  • FINAL COMPLETION AND FINAL PAYMENT 9.9.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such 9.9.2 Neither the final payment nor the remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State or its property might in any way be responsible, have been paid or otherwise satisfied; (2) consent of surety, if any, to final payment; (3) Other data establishing payment or satisfaction of all such obligations, including, but not limited to, receipts, releases, or other supporting documentation. and (4) final waivers of liens arising out of the Contract, to the extent and in such form as may be designated by the State. If any Subcontractor refuses to furnish a release or waiver required by the State, the Contractor may furnish a bond satisfactory to the State to indemnify him against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State all moneys that the latter may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.9.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documents, the written consent of the surety to the payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such payment. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claims. 9.9.4 The making of final payment shall constitute a waiver of all claims by the State except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documents, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Payment.

  • Completion of Repairs Borrower will commence any Repairs as soon as practicable after the date of this Loan Agreement and will diligently proceed with and complete such Repairs on or before the Completion Date. All Repairs and Capital Replacements will be completed in a good and workmanlike manner, with suitable materials, and in accordance with good building practices and all applicable laws, ordinances, rules, regulations, building setback lines and restrictions applicable to the Mortgaged Property. Borrower agrees to cause the replacement of any material or work that is defective, unworkmanlike or that does not comply with the requirements of this Loan Agreement, as determined by Lender.

  • Project Completion Report At the completion of construction and once a Project is placed in service, the Subrecipient must submit a Project Completion Report that includes the total number of units built and leased, affordable units built and leased, DR-MHP units built and leased, an accomplishment narrative, and the tenants names, demographics and income for each DR-MHP unit.

  • Project Completion Date It is agreed between the Parties that the Project Completion Date is <END DATE, YEAR>. If the Project is not completed by such date then, subject to an amendment agreed to between the Parties, Alberta Innovates may elect to terminate this Investment Agreement. In such event, Alberta Innovates will notify the Applicant of its decision to terminate as soon as reasonably practical and shall advise the Applicant of the effective date of termination. Alberta Innovates will have no liability or obligation to reimburse the Applicant for any Project Costs incurred after the effective date of termination and may require the Applicant to return any portions of the Investment which were spent on Ineligible Expenses. Additionally, any portion of the Investment not used and accounted for in accordance with this Agreement as of the Project Completion Date or earlier termination is repayable by the Applicant to AI at AI’s request.

  • 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:

  • 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.

  • PROGRESS AND COMPLETION 8.2.1 All time limits stated in the Contract Documents are material terms and time is the essence of the Contract. A failure by Contractor to do what is required by the time specified in the Contract Documents is a breach of the contract. 8.2.2 The Contractor shall begin the Work on the date of commencement as defined in 8.2.3 If in the sole opinion of the State, the Contractor fails to commence work on the project or to complete the work of said project within the time specified above, or to prosecute the work in such a manner that it appears that the completion date can be assured, the State shall have the right to notify the Contractor by Certified Mail that the terms of the Contract have been violated, and that effective immediately the Contract is terminated and the State has the right to and in fact is taking over and attending to completion of the project without prejudice to the State's remedies for any losses sustained

  • 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.

  • General conditions precedent The agreement of the Finance Parties referred to in clause 2 (Agreement of the Finance Parties) shall be further subject to: (a) the representations and warranties in clause 4 (Representations and warranties) being true and correct on the Effective Date as if each was made with respect to the facts and circumstances existing at such time; and (b) no Event of Default or Default having occurred and continuing at the time of the Effective Date.

  • 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.

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