Completion Events. On Completion:
6.2.1 the PROMISSORY SELLERS and the SWIFT PROFIT (and/ or its Appointed Nominee) shall execute the NOTARIZED SHARE TRANSFER AGREEMENT;
Completion Events. At Completion:
7.3.1 the Purchaser shall deliver or take (or cause to be delivered or taken) the documents and actions listed in Part A of Schedule 4 (Completion); and
7.3.2 the Seller shall deliver or take (or cause to be delivered and taken) the documents and actions listed in Part B of Schedule 4 (Completion).
Completion Events. After confirmation by the Notary that the Purchase Price and the Refinancing Amounts have been received in the Notary’s Account, the following shall occur on the Completion Date, in the order stated in this Clause 6.3:
a. each of the Purchaser and the Sellers shall, and the Sellers shall procure that the Group Companies shall, perform or procure the performance of the actions allocated to it in the completion agenda (the "Completion Agenda") attached as Schedule 6.3.a in the order stated therein;
b. the Sellers shall deliver to the Purchaser the waiver and amendment agreement regarding the lease of Brink Towing Systems B.V. of the premises in Staphorst, the Netherlands, substantially in the form attached as Schedule 6.3.b;
c. the Sellers and the Purchaser shall cause the Shares to be transferred to the Purchaser by way of execution of the Deed of Transfer; and
d. upon execution of the Deed of Transfer, the Notary shall transfer the Purchase Price minus the Escrow Amount to the Sellers (and/or any of their Affiliates) as the Sellers will direct, the W&I Insurance Premium to the insurer and/or the relevant broker, the Refinancing Amounts in relation to the Bank Financing to the Financing Banks and the Escrow Amount to the Escrow Agent, all in accordance with the Notary Letter.
Completion Events. On Completion, the Sellers and the Purchaser shall comply with their respective obligations specified in Schedule 3. The completion of the sale and purchase of the Shares shall take place contemporaneously and nothing in this Agreement shall oblige the Parties to complete the sale and purchase of the S Xxxxxxx Shares if the completion of the sale and purchase of the International Cuisine Shares does not take place at the same time (and vice versa).
Completion Events. On Completion and any Subsequent Completion, the parties shall procure that the events set out in Part 2 of Schedule 6 (to the extent applicable) and the Subsidiary Agreements with respect to Completion or Subsequent Completion for which they (or a Relevant Seller or Relevant Purchaser) are respectively responsible shall take place. Either party may waive the Completion or Subsequent Completion obligations of the other party as set out in Part 2 of Schedule 6 or in the Subsidiary Agreements.
Completion Events. At Completion, the Seller and the Purchaser shall comply with their respective obligations as specified in Schedule 2 in full.
Completion Events. The following actions are to be completed by the Parties on or before the Completion Date in the order in which they are to be completed by the relevant Party:
8.2.1 By no later than one day before the Completion Date UTB and Century shall pay the Compensation in accordance with Clause 7.1 of this Agreement by wire transfer into the Notary's Bank Account.
8.2.2 Signing of indemnification arrangements satisfactory to Century and ZSP and all other ancillary documents, if any, to be entered into in connection with the Anode Plant Ground Lease between Century and ZSP.
8.2.3 NB shall cancel and shall procure that ING Bank N.V. cancels its right of pledge on movable assets of Zalco.
8.2.4 The Notary shall cancel the first right of mortgage of NB and ING Bank N.V. on the Ground Lease (which for the avoidance of doubt includes the corresponding right of superficies) based on a power of attorney that shall be granted to the Notary by NB and ING Bank N.V. in advance.
8.2.5 The Notary shall cancel the second right of mortgage of ZSP on the Ground Lease (which for the avoidance of doubt includes the corresponding right of superficies) based on a power of attorney that shall be granted to the Notary by ZSP in advance.
8.2.6 After receipt by the Notary of the Compensation, ZSP and UTB shall procure that the Notary executes the Deeds of Ground Lease.
8.2.7 Following the execution of the Deeds of Ground Lease the Notary shall register the establishment of the Divided Ground Leases in the Land Register (Kadaster).
8.2.8 Upon the execution of the Deeds of Ground Lease the Notary shall transfer the Compensation for same day value to the bank accounts designated by ZSP, NB and the Trustees, respectively, in the following proportions:
(A) EUR 8,525,000 (eight million five hundred and twenty five thousand Euro) to the bank account of ZSP with number **** in the name of N.V. Zeeland Seaports;
(B) EUR 2,500,000 (two million five hundred thousand Euro) to the bank account of NB with number **** in the name of N.V Nationale Borg-Maatschappij stating 'dossiernummer 11869'; and
(C) EUR 500,000 (five hundred thousand Euro) to the bank account of the Trustees with number **** in the name of xx. X.X. Xxxxxxxxx, curator.
Completion Events. On Completion the parties shall procure that the Deeds of Adherence, each Local Agreement and other documents referred to in Part 1 of Schedule 6 are entered into and that the events set out in Part 1 of Schedule 6 for which they are respectively responsible shall take place, provided that the Sellers and the Purchasers in respect of Operations in the following countries: Brazil, Canada, Czech Republic, Hungary, Japan, Poland, Singapore and the US shall not be required to execute a Deed of Adherence. Neither party (treating for this purpose Winterthur and each of the other Sellers as a single party and XL Insurance and each of the Purchasers as a single party) shall be obliged to proceed to Completion unless the other party is (save as set out below) simultaneously ready and able to proceed to Completion. XL Insurance shall not be obliged to purchase some only of the Shares or the Business Assets comprised in a Transfer of Operations and neither party shall be obliged to proceed to Completion unless the other party is simultaneously ready and able to proceed to Completion in respect of the Key Operations.
Completion Events. Activities to be undertaken in a meeting of the Board. Activities to be undertaken in a Meeting of the Shareholders.
Completion Events. On Completion, the Seller and the Purchaser shall comply with their respective obligations specified in Schedule 5.
