Net Working Capital At least three (3) business days prior to the Closing Date, Sellers shall deliver to Buyer a certificate (the “Estimated NWC Certificate”), including a consolidated balance sheet of the Company as of the Closing Date, prepared in accordance with the accounting principles, methods, practices, estimates, judgments and assumptions applied in the preparation of the Company’s financial statements, consistently applied (the “Accounting Principles”), which shall include (a) the Sellers’ good faith estimate (such estimate is referred to as the “Estimated Net Working Capital Amount”) of the “Net Working Capital Amount.” As used herein, “Net Working Capital Amount” means the Net Working Capital of the Company as of 11:59 p.m. EST on the day immediately preceding the Closing Date. “Net Working Capital” means the result of (i) all cash of the Company minus (ii) all current liabilities (excluding the Existing Indebtedness) of the Company, in each case determined in accordance with the Accounting Principles. The Purchase Price at Closing shall be increased by the Estimated Net Working Capital Amount. No later than ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Sellers (i) a consolidated balance sheet of the Company dated at the Closing Date, which shall be prepared in accordance with the Accounting Principles and (ii) a reasonably detailed statement (the “Final NWC Certificate”) setting forth Buyer’s calculations of the Net Working Capital Amount. If Sellers have any objections to the Final NWC Certificate, Sellers shall deliver to Buyer a statement setting forth its objections thereto (an “Objections Statement”), provided that the only bases for objections shall be (i) non-compliance with the standards set forth above for preparation of the Final NWC Certificate, or as set forth in the definition of Net Working Capital, and (ii) mathematical errors. If an Objections Statement is not delivered to Buyer within thirty (30) days after delivery of the Final NWC Certificate, the Final NWC Certificate shall be final, binding and non-appealable by the parties hereto. Sellers and Buyer shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Sellers, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement, Sellers and Buyer may submit such dispute to one of the “Big Four” accounting firms other than Ernst & Young LLP or PricewaterhouseCoopers LLP, or, in the event that any such auditor is unable to accept such appointment, to any other nationally recognized independent accounting firm mutually acceptable to Buyer and Sellers (the “Independent Auditor”). Each party shall be afforded an opportunity to present to the Independent Auditor material relating to the disputed issues and to discuss the determination with the Independent Auditor. The Independent Auditor shall act as an auditor and not as an arbitrator and shall resolve matters in dispute and adjust and establish any disputed adjustment of the Net Working Capital Amount to reflect such resolution, provided that the Independent Auditor shall not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand. It is the intent of Buyer and Sellers that the process set forth in this Section 11(F) and the activities of the Independent Auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). Sellers and Buyer shall use their commercially reasonable efforts to cause the Independent Auditor to resolve all such disagreements as promptly as practicable. The resolution of the dispute by the Independent Auditor shall be final, binding and non-appealable on the parties hereto. The Final NWC Certificate shall be modified if necessary to reflect such determination. The fees and expenses of the Independent Auditor shall be allocated for payment by Buyer, on the one hand, and/or Sellers, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Auditor. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is greater than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Buyer shall pay to Sellers cash equal to the amount by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is less than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Sellers shall pay to Buyer cash equal to the amount by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount.
Net Working Capital Adjustment (a) Within sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to Seller a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to the Effective Time (the “Closing Net Working Capital”) as well as the adjustments to Transaction Consideration which shall be made pursuant to this Section 1.6, together with all underlying documentation supporting such calculations. Seller shall reasonably cooperate with Purchaser in its preparation of the Closing Statement.
(b) During the sixty (60) days immediately following delivery of the Closing Statement, Seller and its professional representatives shall be entitled to review the Closing Statement and any working papers, financial records, trial balances and similar materials relating to the Closing Statement prepared by the Purchaser or by Persons retained by it, and Purchaser shall provide Seller with reasonable access to work papers of Purchaser’s accountants relating thereto, and Purchaser shall make reasonably available the individuals in its and its Affiliates’ employ as well as representatives of its accountants responsible for and knowledgeable about the information used in, and the preparation of the Closing Statement, to respond to the reasonable inquiries of, or requests for information by Seller, during normal business hours. If Seller disputes any amounts as shown on the Closing Statement, Seller shall deliver to Purchaser within thirty (30) days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth Seller’s calculation of Closing Net Working Capital and describing in reasonable detail the basis (including for each component, the difference and the amount thereof and reasons therefor) for the determination of such different amount. If Seller does not deliver a Dispute Notice to Purchaser within such thirty (30) day period, the Closing Statement (and the determination of Closing Net Working Capital therein) prepared and delivered by Purchaser shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Any such disputes shall be limited to assertions that the Closing Statement (and the determination of Closing Net Working Capital therein) was not calculated in accordance with the terms of this Section 1.6. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Seller shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Seller has given the Dispute Notice. If Purchaser and Seller resolve such differences, the Closing Statement and Closing Net Working Capital agreed to by Purchaser and Seller shall be deemed to be the Final Closing Statement and Final Closing Net Working Capital. If Purchaser and Seller do not reach a final resolution on the Closing Statement and Closing Net Working Capital within thirty (30) days after Seller has delivered the Dispute Notice, unless Purchaser and Seller mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences with respect to the adjustment under this Section 1.6 pursuant to an engagement agreement among Purchaser, Seller, and the Neutral Accountant (which Purchaser and Seller agree to execute promptly), in the manner provided below. The Neutral Accountant shall have full authority to decide all of the issues or matters relating to the adjustments under this Section 1.6 (it being understood that in making such determination, the Neutral Accountant shall be functioning as an expert and not as an arbitrator), but shall only decide the specific components under dispute in the Dispute Notice (the “Disputed Items”), strictly in accordance with the terms of this Agreement. Purchaser and Seller shall each be entitled to make a presentation to the Neutral Accountant at which the other shall be entitled to be present and participate, pursuant to procedures to be agreed to among Purchaser, Seller, and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement (and the determination of Closing Net Working Capital therein); and Purchaser and Seller shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement (and the determination of Closing Net Working Capital therein) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and Seller, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations of Purchaser and Seller (i.e., not on independent review) and on the definitions and other terms included in this Agreement. The Closing Statement (and determination of Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and Final Closing Net Working Capital. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent fraud or manifest error. The fees, costs and expenses of the Neutral Accountant shall be allocated to and borne by Purchaser and Seller based on the inverse of the percentage that the Neutral Accountant’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Neutral Accountant. Nothing in this Section 1.6(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except for the resolution of differences between Purchaser and Seller regarding the determination of the Final Closing Statement (and Final Closing Net Working Capital calculation therein), it being expressly acknowledged and agreed that the Neutral Accountant shall have authority to resolve only matters of an accounting nature and shall not have authority to resolve any disputes of a legal nature (with any dispute as to whether a matter is of an accounting or legal nature to be resolved by the Neutral Accountant); or (ii) resolve any such differences by making an adjustment to any component of the Closing Statement and (Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and Seller.
(c) Promptly, but no later than ten (10) Business Days after the final determination thereof, if the Final Closing Net Working Capital set forth in the Final Closing Statement: (i) exceeds the Target Net Working Capital Range Maximum (taking into consideration any adjustments to the Closing Cash Consideration by reason of the Estimated Net Working Capital calculation as set forth in Section 1.5(b)), Purchaser shall pay such excess amount to Seller; or (ii) is less than the Target Net Working Capital Range Minimum (taking into consideration any adjustments to the Closing Cash Consideration by reason of the Estimated Net Working Capital calculation as set forth in Section 1.5(b)), Seller shall pay such shortfall amount to Purchaser. To the extent the amount paid by Seller is less than such shortfall, Purchaser may, in Purchaser’s sole discretion, collect such amount from the Escrow Account. Any payments made pursuant to this Section 1.6 shall be treated as an adjustment to the Transaction Consideration by the Parties. The Parties acknowledge that the limitations on indemnification set forth in Article VI are inapplicable to the adjustments to be made under this Section 1.6.
Working Capital Adjustment (a) The Company will, in good faith and in consultation with HSE, prepare and deliver to HSE within three (3) days before the Closing Date (i) a calculation of the Closing Indebtedness Pay-Off Amount (the “Estimated Closing Indebtedness Pay-Off Amount”), (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing.
(b) No later than ninety (90) days following the Closing, HSE shall cause to be prepared (i) a statement of the Net Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing Statement”) and (ii) a calculation of the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement (the “Final Cost Adjustments”). The Net Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to Xxxx & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination with respect to the disputed matters submitted to it and determine the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as determined in accordance with this Section 2.2(b), is referred to as the “Final Net Working Capital.”
(c) If the Final Net Working Capital is less than zero, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zero, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cash.
Working Capital Upon consummation of the Offering, it is intended that approximately $750,000 of the proceeds from the sale of the Firm Units and Private Units will be released to the Company to fund the working capital requirements of the Company.
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:
Sale : Completion On Or Before The Completion Date
a. Within ninety (90) days from the date of successful sale (the expiry date of which period referred to as “the Completion Date”), the Purchaser shall deposit with the Assignee’s Solicitors simultaneously:-
(i) The balance of the purchase price i.e a sum equivalent to 90% of the successful bid price (referred to as “the Balance Sum”) either by way of IBG or XXXXXX or bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to HONG XXXXX BANK BERHAD. The amount of the bank draft or cashier’s order shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and
(ii) A copy of the requisite consents or confirmations (as the case may be) of the Developer and/or Proprietor and/or State Authorities and/or relevant bodies approving the sale (including transfer or assignment) in favour of the Purchaser, if necessary and/or required, subject firstly to the Assignee being satisfied with the conditions if imposed, otherwise the Assignee may elect to terminate the sale under Xxxxxx 11. - Extension
b. The Completion Date will not be extended unless the Purchaser shall have at least fourteen (14) days before the Completion Date applied in writing for an extension of time to the Assignee and the Assignee may at its absolute discretion without assigning any reason whatsoever either:-
(i) Reject such request in which event all monies paid by the Purchaser hitherto including the Deposit shall be forfeited absolutely and immediately for which the Purchaser shall not be entitled to nor have any or further reimbursements, claims and demands whatsoever in nature and howsoever caused against the Assignee, the Assignee’s Solicitors, the Auctioneer or their respective servants or agents and any other party on account thereof; or
(ii) Agree to grant an extension of time subject to conditions imposed by the Assignee including but not limited to the imposition of non- refundable late payment charges / compensation charges on the balance unpaid or outstanding purchase price at such rate as the Assignee shall determine and to be calculated on a daily basis for the whole duration of the extended period granted and also to pay such sum within the time and in the manner as stipulated by the Assignee. Such decision by the Assignee shall be binding on the Purchaser. - Charges
c. Notwithstanding any contrary terms and conditions which may be imposed by the Developer and/or Proprietor and/or State Authorities and/or relevant bodies and/or third parties entitled thereto on the Assignee in granting the consent or confirmation (as the case may be) to the sale herein, it is hereby agreed that only arrears of quit rent, assessment rate and service charges (collectively referred to as “the Outstanding Charges”) within a period of six (6) years prior to the date of successful sale of the Property which are lawfully and rightfully due and payable to the Developer and/or Proprietor and/or State Authorities and/or relevant bodies and/or third parties entitled thereto up to the date of successful sale of the Property shall be deducted from the purchase price upon receipt of the Balance Sum PROVIDED THAT the Assignee reserves the right to refuse to pay nor shall the Assignee be obliged to pay:-
(i) Any Outstanding Charges that are time-barred i.e. charges which have remained unpaid for more than six (6) years prior to the date of successful sale of the Property irrespective of any payment or acknowledgement or judgment made or obtained on the said charges;
(ii) Any Outstanding Charges that are excessively charged resulted from eg duplicate or double counting, wrong calculation or any other similar circumstances;
(iii) Any Outstanding Charges wrongfully imposed including but not limited to being charged without any basis whatsoever; and/or
(iv) Any bills issued by the Developer and/or Proprietor and/or State Authorities and/or relevant bodies and/or third parties entitled thereto for the Outstanding Charges but only received by the Assignee or the Assignee’s Solicitors more than seventy-five (75) days from the date of the successful sale. Such decision by Assignee on what is due and payable shall be binding on the Purchaser of which the Purchaser hereby expressly agrees.
d. The Outstanding Charges due and payable immediately after the date of successful sale of the Property shall be solely borne and paid by the Purchaser.
e. Where applicable, it shall be the duty of the Purchaser to obtain at the Purchaser’s own costs the particulars as stated in Section 22D(4) of the Housing Development (Control and Licensing) Act 1966 and to obtain copies of the charges payable from the Developer and/or Proprietor and/or State Authorities and/or relevant bodies and/or third parties entitled thereto and to forward copies thereof together with the calculations as to the apportionment of the respective parties’ liability thereof to the Assignee’s Solicitors for the Assignee’s approval. For this purpose, the Purchaser shall also furnish the Assignee’s Solicitors with the Purchaser’s account details in order for the Assignee to process payment of the Assignee’s portion of the Outstanding Charges pursuant to and in accordance with Clause 8(c) above.
f. In the event the Purchaser shall pay such arrears (if any) of the Outstanding Charges in advance to the Developer and/or Proprietor and/or State Authorities and/or relevant bodies and/or third parties entitled thereto:-
(i) The Purchaser is not entitled to deduct the payment towards the arrears (if any) from the Balance Sum;
(ii) Due apportionment and reimbursement for the payment (if any) made by the Purchaser towards the arrears shall only be made after the Assignee has received the Balance Sum and subject to the Assignee’s approval and other provisions of these Conditions of Sale. For this purpose, the Purchaser shall produce receipts evidencing payment together with the Purchaser’s account details in order for the Assignee to reimburse the Purchaser in accordance with this Clause 8(f)(ii) accordingly.
g. Nothing herein shall impose any obligation on the part of the Assignee to pay any outstanding water, electricity, telephone, utilities, gas, sewerage, taxes, rates, bills, any type of interest, fine, penalty, losses incurred by reason of any breach of written laws, late payment charges, damages, compensation, other form of maintenance or management charges (including but not limited to security charges, charges incurred in relation to car park / accessory parcel, deposits, sinking / building / common / maintenance / management fund), costs for renovation / alteration / additional works, contribution, subscription, licence, dues, levies, insurance, premium, rents, commission, fees, costs and expenses (including but not limited to legal fees, disbursements, stamp duty, registration fees, administrative or vetting fees and transfer costs), other outgoings and charges in any form whatsoever (including for any increase in area of the Property imposed by the Developer and/or Proprietor and/or State Authorities and/or relevant bodies and/or third parties entitled thereto irrespective of whether the same was imposed or incurred before the date of successful auction, any penalty thereof in connection with incidental to or pursuant to the Assignment the Memorandum of Transfer and all other documents necessary for affecting the transfer or subsequent transfer [as the case may be] or assigning the beneficial ownership of the Property to the Purchaser or that as may be due to or imposed by the Developer and/or Proprietor and/or State Authorities and/or relevant bodies and/or third parties entitled thereto notwithstanding that the Developer and/or Proprietor and/or State Authorities and/or relevant bodies and/or third parties entitled thereto may require such payments to be made by the Assignee). The Purchaser hereby expressly agrees that such costs and expenses shall be solely borne and paid by the Purchaser.
h. Any other costs, expenses and charges not specifically mentioned and/or specified in Clause 8.c, Clause 8.d, Clause 8.e, Clause 8.f and Clause 8.g hereof which are outstanding shall be solely borne and paid by the Purchaser.
i. Upon payment of all monies mentioned and/or specified in Clause 6.d, Clause 7.a, Clause 8.a(i), Clause 8.c, Clause 8.d, Clause 8.e, Clause 8.f, Clause 8.g and Clause 8.h above and subject to the fulfillment of Clause 9 below by the Purchaser, the Assignee shall:-
(i) Execute or cause to be executed as soon as possible at the Purchaser’s own costs and expenses (including legal fees, stamp duty and registration fees) an Assignment (in the form and substance acceptable to and upon the terms and conditions stipulated by the Assignee at its absolute discretion) in favour of the Purchaser of all the rights title interests and benefits under the Sale and Purchase Agreement entered into between the Developer and/or Proprietor of the Property and the Assignor or the original purchaser(s) when the Assignor is not the original purchaser of the Property. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the Assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the Property. The Assignee shall not be required to assign the Property to any person other than the Purchaser; and
(ii) Deliver to the Purchaser or the Purchaser’s Solicitors the duly executed Assignment and certified true copy(ies) of the Sale and Purchase Agreement and previous Assignment within the Assignee’s custody. If any of the aforesaid documents is not available, the Assignee shall use its best endeavors to provide certified true copy(ies) or such other acceptable documentary evidence of previous transactions thereof.
j. Where applicable, the Purchaser undertakes to forward to the Developer the duly stamped Assignment, the duly stamped Proclamation of Sale and the Memorandum together with the full payment of all sums and outgoings due to the Developer under the Sale and Purchase Agreement as required by Section 22D(2) of the Housing Development (Control and Licensing) Act 1966 within fourteen (14) days from the date of stamping of the Assignment and to forward a copy of the cover letter or acknowledgment of receipt by the Developer to the Assignee or the Assignee’s Solicitors within seven (7) days after the issuance of the cover letter or acknowledgment of receipt. - Charge / Transfer
k. If the separate document of title or strata title for the Property has been issued whether before on or after the date of auction sale, the Assignee shall not be required to procure a Memorandum of Transfer nor to register its charge as prescribed by the National Land Code 1965 or Sarawak Land Code or the Land Ordinance Cap. 68 of the Laws of Sabah (where applicable) in favour of the Purchaser from the Developer and/or Proprietor (as the case may be).
l. The transfer of the Property from the Developer and/or Proprietor (as the case may be) shall be prepared and procured by the Purchaser at the Purchaser’s own costs (including costs of transfer from the Developer and/or Proprietor to the Assignor where necessary) and expenses who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and/or Proprietor and/or State Authorities and/or relevant bodies pertaining to the registration of such transfer of the Property.
m. The Purchaser undertakes to inform the local authority of the change of ownership and to file the necessary form within fourteen (14) days from the date of stamping of the Assignment.
Final Completion The full and final completion of all Work in accordance with the Contract Documents.
Completion Date The Work under this Contract shall be completed by midnight of the date required in the Contract as the Material Completion and Occupancy Date unless extended by approved requests for extension of time.
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.
Completion of the Project The Participating County acknowledges it is obligated to undertake and complete the design and construction of the Project in compliance with all of the applicable terms and conditions of the Project Documents and the Participating County agrees to use its best efforts to cause the completion of design and construction of the Project in compliance with the applicable terms and conditions of such documents. The Participating County agrees to complete the Project in accordance with this Agreement and consistent with the scope, cost and schedule established by the Board and attached hereto in Exhibit A, as such scope, cost and schedule may be modified with the approval of Finance and the recognition of the Board.
