Completion arrangements. At Completion:
Completion arrangements. At Completion, the Vendor and the Purchaser will comply with the provisions of Schedule 5.
Completion arrangements. Completion of the sale and purchase of the Business and Assets shall take place at the offices of the Purchaser's Lawyers (or at such other place as may be agreed in writing between the Purchaser and the Seller) at the Transfer Time on the Completion Date.
Completion arrangements. At Completion, the Sellers and the Purchaser shall comply with their respective obligations as specified in schedule 3 (Completion Obligations).
Completion arrangements. 7.1 Completion is to take place on the Completion Date and before the Completion Time at the offices of the Sellers’ Solicitors, or elsewhere as they may reasonably direct. Commercial Condition 8.1.1 is varied accordingly.
7.2 On the Completion Date, the Buyers shall pay the Price to the Sellers.
7.3 On the Completion Date, the Sellers shall pay to the Buyers £250,000 which reflects the unexpired residue of any rent free periods in respect of the Properties.
7.4 The Buyers are to pay the money due on completion by direct credit to the Sellers’ Solicitors’ account at Lloyds TSB, 125 Colmore Row, Birmingham, Account 00000000, Sort Code 30-00-03. The money is to be treated as paid to the Sellers at the time that it is received in that bank account.
7.5 If the money due on completion is received after the Completion Time, completion is to be treated for the purposes only of Commercial Conditions 8.3 and 9.3 as taking place on the next working day as a result of the Buyers' default. Commercial Condition 8.1.2 is varied accordingly.
Completion arrangements. Subject to Section 2.06(1) or unless otherwise required by any South African Regulatory Requirements, the completion of the issuance of Equity Securities pursuant to the exercise of the Anti-Dilution Rights shall take place concurrently with and at the same place as, the completion of the Issuance giving rise to such exercise or at such other place, time or date as may be agreed by the Corporation and Gold Fields.
Completion arrangements. 5.2.1 Completion shall take place at the offices of the Buyer’s Lawyers or at another location agreed in writing between the Buyer and the Seller.
Completion arrangements. At Completion the Seller and the Purchaser shall each do, or shall procure the doing of, those things listed in schedule 1.
Completion arrangements. (a) At Completion, the Seller and the Buyer shall do all (but not part only, unless the parties agree otherwise in writing) of those things listed in Schedule 2 (Completion arrangements).
(b) If either party fails or is unable to comply with any of its obligations under Schedule 2 (Completion arrangements) (except, in the case of the Seller, its obligations under paragraph 1(b) provided always that this exception shall apply only where the Seller has used all reasonable efforts to comply with such obligation) (for the purposes of this Clause 5.2, the "Defaulting Party") on the Completion Date, then the other party may:
(i) defer Completion (by notice to the Defaulting Party) to a date (being a Business Day) not less than 10 nor more than 20 Business Days after that date (in which case the provisions of this Clause 5.2 shall apply to Completion as so deferred); or
(ii) proceed to Completion so far as practicable but without prejudice to that party's rights where the Defaulting Party has not complied with its obligations under this Agreement.
(c) If the Defaulting Party fails or is unable to comply with any of its obligations under Schedule 2 (Completion arrangements) on Completion (subject to Clause 5.2(b)) or any date to which Completion is deferred in accordance with Clause 5.2(b), the other party shall have the right, in addition to its rights in Clause 5.2(b), to terminate this Agreement on such date by notice to the Defaulting Party.
(d) If this Agreement is terminated in accordance with Clause 5.2(c), all rights and obligations of the parties under this Agreement (except under Clause 10 (Confidentiality and announcements), Clause 12 (Costs), Clause 15 (Liability and invalidity), Clause 20 (Notices) and Clause 21 (Governing law and jurisdiction)) 27 shall terminate and no party shall have any claim against the other, but without prejudice to the accrued rights and obligations of the parties before termination.
Completion arrangements. 7.1 In accordance with the terms of its engagement, Begbies Xxxxxxx will be required to send, forthwith upon completion of the independent valuation, its final independent valuation report to OB, RE and the Escrow Agent and in that report notify them of the “Completion Payment” which will be an amount equal to (i) 50% of the value of the ordinary shares in OCHL less (ii) £37,000.
7.2 By no later than the Completion Payment Cut-Off Date, OB shall ensure that KCL is in receipt of cleared funds to the value of the Completion Payment, subject to the following:
(a) if the Completion Payment is less than the Escrow Amount (namely £1,272,265), an amount equal to the Completion Payment will be paid to KCL subject to and in accordance with the terms of the Escrow Agreement to an account specified by RE out of the funds standing to the credit of the Escrow Account; or
(b) if the Completion Payment is equal to or more than the Escrow Amount, the full amount then standing to the credit of the Escrow Account will be paid to KCL subject to and in accordance with the terms of the Escrow Agreement, and OB shall (also within the same 7 Business Days' period) pay an amount equal to the difference between the Completion Payment and the Escrow Amount to the Escrow Account with such sum then to be paid by the Escrow Agent to an account specified by RE, such that in either case KCL has received the Completion Payment in full by the Completion Payment Cut-Off Date.
