Completion Conditions Sample Clauses
The Completion Conditions clause defines the specific requirements or events that must be satisfied before a project, transaction, or contractual obligation is considered fully completed. Typically, this clause outlines measurable deliverables, regulatory approvals, or the fulfillment of certain actions by one or both parties, such as obtaining permits or passing inspections. Its core practical function is to provide clear benchmarks for completion, thereby reducing ambiguity and potential disputes about when obligations have been met.
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Completion Conditions. This Agreement will be considered complete under the following conditions:
1. The Service Provider has delivered all Deliverables to the Client via a reasonable mechanism such as electronic mail.
2. The Client has accepted that he has received all Deliverables and has confirmed in writing via email that the Deliverables are acceptable to him. This Agreement does not require the signing and the registration of the Deliverables in order to be considered complete. It is the SOLE responsibility of the Client to organize three men of good standing in his community to sign the Deliverables. It is the SOLE responsibility of the Client to ensure that the Deliverables are registered with an appropriate UCC Registry. The Client may ask the Service Provider to perform the registration process should he so desire and should the Service Provider be so willing. Such an agreement is to be determined prior to the time of contract signing.
Completion Conditions. 8.1 Each Party’s obligation to complete the sale and purchase of the Shares following the Buyer’s exercise of the Option in accordance with clause 5.2 of this Agreement is conditional on the following (the “Completion Conditions”):
(a) the BCA Closing having occurred;
(b) the other Party not being in material breach of its obligations under the Agreement at the time of Completion; and
(c) no material breach of the Seller’s Warranties existing at the time of Completion, except that the Seller may not invoke the condition set out in this clause 8.1 (c). Each Party may waive any of the completion conditions set out in this clause 8.1.
8.2 Each of the Parties shall use reasonable efforts to promptly take or cause to be taken all actions necessary or advisable under applicable law and regulations to consummate and make effective the sale and purchase of the Shares.
Completion Conditions. Delivery to Agent of the following items in form satisfactory to the Agent:
Completion Conditions. Completion of this Agreement will take place conditionally upon:
3.2.1. the grant to the Purchaser of all material regulatory licences and approvals required to carry on the Business as listed in Schedule 8 on terms acceptable to the Purchaser in its reasonable discretion;
3.2.2. the receipt by the Purchaser on or before the Target Date, of written confirmation on terms satisfactory to the Purchaser, in its reasonable discretion, from the OEMs that the OEMs have no objection to the acquisition of the Business by the Purchaser, as successor to the Vendor, utilising the benefit of the OEM Licences;
3.2.3. there not having arisen a Material Adverse Event;
3.2.4. no government or governmental or supranational or state agency or regulatory body or court or any person or organisation in any jurisdiction having, on or prior to Completion:-
(i) instituted any action, suit or investigation to restrain, prohibit or otherwise challenge or materially interfere with the transactions contemplated by this Agreement or any part thereof;
(ii) propose or enacted any statute or regulation or rule or given any ruling or judgement that would prohibit, materially restrict or materially delay implementation of such transactions or any part thereof or the carrying on of the Business.
Completion Conditions. 4.1 The obligations of the Parties under clauses 2.1 to 2.4 and clause 6 are conditional upon:
(a) receipt of any required consent, approval or confirmation having been duly obtained from the Secretary of State, including but not limited to confirmation that he does not intend to exercise his power, under any of the model clauses in any of the Licences or otherwise, to revoke any of the Licences or to require a further change of control of any Target Company as a result of Completion under this Agreement;
(b) subject to clause 4.5, completion of the sale of each of the Assets pursuant to the Asset Sale Agreements or pursuant to the exercise of any pre-emption right in respect thereof;
(c) to the extent that the Proposed Transaction constitutes or is deemed to constitute a concentration with a Community dimension under Council Regulation (EC) No. 139/2004 (the Regulation):
(i) the EC Commission declaring in terms reasonably satisfactory to the Buyer that the concentration is compatible with the common market pursuant to Article 6(1)(b) of the Regulation (or having been deemed to have made such a declaration under Article 10(6) of the Regulation);
(ii) in the event of the initiating of proceedings under Article 6(1)(c) of the Regulation, the EC Commission declaring in terms reasonably satisfactory to the Buyer that the concentration is compatible with the common market pursuant to Article 8(2) of the Regulation (or having been deemed to have made such a declaration under Article 10(6) of the Regulation);
(iii) in the event that a request under Article 9(2) of the Regulation has been made by one or more Member States or under Article 6(1) of Protocol XXIV to the Agreement on the European Economic Area (EEA Agreement) by one or more parties to the EEA Agreement, and the EC Commission has taken a decision (or is deemed to have taken a decision) to refer the Proposed Transaction, or any aspect thereof, to a competent authority of such Member State in accordance with Article 6(1) of Protocol XXIV to the EEA Agreement:
(A) each such competent authority having taken or been deemed to have taken a decision with equivalent effect to clause 4.1(c)(i) or clause 4.1(c)(ii) with respect to those parts of the Proposed Transaction referred to it provided that where the reference is made to the competent authority of a Member State or Party the national legislation of which does not prohibit Completion before the authority has approved the Proposed Transaction, Completion s...
Completion Conditions. Completion is conditional upon satisfaction or waiver of the following conditions (together the “Completion Conditions” and each of them a “Completion Condition”):
(a) no temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other restraint or prohibition of any Governmental Authority preventing the consummation of the Transaction being in effect, nor will any action having been taken by any Governmental Authority seeking any of the foregoing that remains pending; and
(b) all of the Completion Conditions referred to in Clause 4.1 of the Sale and Purchase Agreement (except for the completion condition as set out in clause 4.1.4 thereof) have been satisfied or waived in accordance with the terms set forth in the Sale and Purchase Agreement.
Completion Conditions. The sale and acquisition of any Station pursuant to this Agreement is:
Completion Conditions. 7.1 The following shall be requirements for the Completion of the transaction and the transfer of the Sale Capital to Toshiba:
(a) The Ministry of Foreign Trade and Economic Cooperation (or its duly authorized lower level commission) shall have issued an approval document approving the transfer of the Share Capital and the amendment of the Company's Articles of Association;
(b) The local Administration of Industry and Commerce shall have issued an amended registration for the Company reflecting the transfer of the Share Capital;
(c) The Conditions Precedent to each of the Parties obligations shall be confirmed or waived.
7.2 If the Completion Requirements are not completed on or before 30 September 2002, due to a reason attributable to Namtai, ATB shall be entitled to terminate this Agreement by written notice to Namtai. Namtai shall be liable to compensate ATB for any loss or damage suffered by ATB arising from the termination of this Agreement. If the Completion Requirements are not completed on or before 30 September 2002, due to a reason attributable to ATB, Namtai shall be entitled to terminate this Agreement by written notice to ATB. ATB shall be liable to compensate Namtai for any loss or damage suffered by Namtai arising from termination of this Agreement. If the Completion Requirements are not completed on or before 30 September 2002, due to a reason not attributable to either Party under this Agreement, all the Parties under this Agreement shall work together so that the Completion Requirements could be completed as soon as possible.
Completion Conditions. The Agent shall not give notice of the occurrence of the Effective Date under Clause 4.1 (Effective Date) (unless expressly instructed in writing by the Majority Lenders to do so) if, on the Effective Date, the Agent has received actual knowledge that an Event of Default has occurred and is continuing or that any of the representations and warranties in Clause 5 (Representations and Warranties) are untrue or incorrect in any material respect as at such date as if made on such date with respect to the facts and circumstances existing at such date.
Completion Conditions. The Developer shall diligently complete the construction project with the goal of delivering it to the Owner of the Work within the deadline specified hereinafter.