Condition and Completion Sample Clauses

Condition and Completion. 5.1 From the date of this Agreement until Completion, the Vendors shall not cause or permit any member of the Group to engage in any practice, take or refrain from taking any action or enter or refrain from entering into any transaction outside the ordinary course of business consistent with prior practice (including with respect to quantity and frequency). Without limiting the generality of the forgoing, the Vendors shall and shall procure that each member of the Group shall, from the date of this Agreement until Completion, subject to the written consent of the Purchaser, such consent not to be unreasonably withheld or delayed and other than as disclosed in the Disclosure Letter or otherwise contemplated by the provisions of this Agreement: 5.1.1 operate the business of the Group only in the ordinary course of business consistent with prior practice (including with respect to quantity and frequency); 5.1.2 give the Purchaser and/or any persons authorised by it on reasonable prior notice reasonable access to the premises and access to all books, title deeds, records and accounts of the Group as the Purchaser may reasonably request; 5.1.3 not intentionally or deliberately take any action other than in the ordinary course of business that would have the effect of increasing the amount of Working Capital for the purposes of clause 7 or would result in an increased payment being made to them under clause 10; 5.1.4 not enter into or vary any contract nor assume any liability which is outside the ordinary or proper course of its business or which is long term, unusual or onerous and, in this context, "long term" means six (6) months or longer; 5.1.5 not enter into any capital commitment in a sum in excess of (pounds sterling)250,000 (whether by way of purchase, lease, hire purchase or otherwise); 5.1.6 not make any change in the nature, scope or organisation of its business nor dispose of the whole of its undertaking or property or a substantial part thereof; 5.1.7 not acquire or form any subsidiary nor acquire any shares in any company nor acquire the whole or any substantial part of the undertaking assets or business of any other company or any firm or person or enter into any joint venture or partnership with any other person; 5.1.8 not make any loans or grant any credit (other than credit given in the normal course of trading and advances made to employees against expenses incurred by them on its behalf); 5.1.9 not borrow any money (except borrowings under ...
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Condition and Completion. (A) The Vendor undertakes to the Purchaser that it will comply with its obligations under the Regal Agreement. Completion of this Agreement shall be subject only to the condition that the Regal Agreement is completed simultaneously. (B) Subject to that condition, completion of this Agreement shall take place at 20th Floor, Xxxxxxxxx Xxxxx, 00-00 Xxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx on the date and at the time for completion of the Regal Agreement (which shall be notified by the Vendor to the Purchaser) when all (but not part only) of the following business shall be transacted:- (i) the Vendor shall:- (a) deliver to the Purchaser:- (i) instruments of transfer in respect of the Sale Shares and sold notes duly executed in favour of the Purchaser or its nominee; (ii) the share certificate for the Sale Shares; (iii) such other documents as may be required to give the Purchaser good title to the Sale Shares and to enable the Purchaser or its nominee to become the registered holder of the Sale Shares. (b) procure that a board meeting of China Machine be held at which the transfer referred to in sub- Clause (i)(a)(i) shall be accepted and approved for registration subject only to execution by the Purchaser or its nominee and stamping; and (c) execute and do and deliver to the Purchaser all such other documents, acts and things as the Purchaser may reasonably require in order to implement the transactions contemplated by this Agreement; (ii) the Purchaser shall present the instrument of transfer together with the share certificate in respect of the Sale Shares to China Machine for registration of the transfer; (iii) the Purchaser shall deliver to the Vendor a bankers draft in favour of the Vendor or as it may direct in the amount of US$1,265,000; and (iv) the parties shall execute the JV Agreement.
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Condition and Completion 
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Related to Condition and Completion

  • 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

  • Approval and Completion If any dispute regarding the design of the Tenant Improvements is not settled within 10 business days after notice of such dispute is delivered by one party to the other, Tenant may make the final decision regarding the design of the Tenant Improvements, provided (i) Tenant acts reasonably and such final decision is either consistent with or a compromise between Landlord’s and Tenant’s positions with respect to such dispute, (ii) that all costs and expenses resulting from any such decision by Tenant shall be payable out of the TI Fund (as defined in Section 5(d) below), and (iii) Tenant’s decision will not affect the base Building, structural components of the Building or any Building systems (in which case Landlord shall make the final decision). Any changes to the TI Construction Drawings following Landlord’s and Tenant’s approval of same requested by Tenant shall be processed as provided in Section 4 hereof.

  • Commencement and Completion The Work shall commence on _______________, 20__ and shall be complete in accordance with this Agreement without delay on ______________, 20__. The term “day”, used throughout this Agreement, refers to calendar days. Contractor shall not be entitled to any additional compensation for any Permitted Delays. If this Agreement is not signed and returned to the Owner before any work commences, this Agreement will be considered as accepted as presented to the Contractor.

  • Payments and Completion Payments may be withheld because of (1) defective work not remedied; (2) failure of contractor to make proper payments to subcontractors, workers, or suppliers; (3) persistent failure to carry out work in acceptance with this Agreement or these general conditions, or (4) legal claims. Final payment will be due after complete release of any and all liens arising out of the contract or submission of receipts or other evidence of payment covering all subcontractors or suppliers who could file such a lien. The contractor agrees to indemnify the Owner against such liens and will refund all monies including costs and reasonable attorney’s fees paid by the owner in discharging the liens. A 10 percent holdback is required by the lender to assure the work has been properly completed and there are no liens against the property.

  • Inspection and Tests 3.8.1 The Procuring entity or its representative shall have the right to inspect and/or to test the goods to confirm their conformity to the Contract specifications. The Procuring entity shall notify the tenderer in writing in a timely manner, of the identity of any representatives retained for these purposes. 3.8.2 The inspections and tests may be conducted in the premises of the tenderer or its subcontractor(s), at point of delivery, and/or at the Goods’ final destination If conducted on the premises of the tenderer or its subcontractor(s), all reasonable facilities and assistance, including access to drawings and production data, shall be furnished to the inspectors at no charge to the Procuring entity. 3.8.3 Should any inspected or tested goods fail to conform to the Specifications, the Procuring entity may reject the equipment, and the tenderer shall either replace the rejected equipment or make alterations necessary to make specification requirements free of costs to the Procuring entity. 3.8.4 The Procuring entity’s right to inspect, test and where necessary, reject the goods after the Goods’ arrival shall in no way be limited or waived by reason of the equipment having previously been inspected, tested and passed by the Procuring entity or its representative prior to the equipment delivery. 3.8.5 Nothing in paragraph 3.8 shall in any way release the tenderer from any warranty or other obligations under this Contract.

  • 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.

  • Inspection and Testing Each Constructing Entity shall cause inspection and testing of the Interconnection Facilities that it constructs in accordance with the provisions of this section. The Construction Parties acknowledge and agree that inspection and testing of facilities may be undertaken as facilities are completed and need not await completion of all of the facilities that a Constructing Entity is building.

  • INSPECTION AND REJECTION 8.1 Purchaser shall have the right to inspect and test Products at any time prior to shipment, and within a reasonable time after delivery to the Purchaser’s Destination. Products not inspected within a reasonable time after delivery shall be deemed accepted by Purchaser. The payment for Products shall in no way impair the right of Purchaser to reject nonconforming Products, or to avail itself of any other remedies to which it may be entitled. 8.2 If any of the Products are found at any time to be defective in material or workmanship, damaged, or otherwise not in conformity with the requirements of this Agreement or any applicable Purchase Order, as its exclusive remedy, Purchaser may at its option and at Vendor’s sole cost and expense, elect either to (i) return any damaged, non-conforming or defective Products to Vendor for correction or replacement, or (ii) require Vendor to inspect the Products and remove or replace damaged, non-conforming or defective Products with conforming Products. If Purchaser elects option (ii) in the preceding sentence and Vendor fails promptly to make the necessary inspection, removal and replacement, Purchaser, at its option, may inspect the Products and Vendor shall bear the cost thereof. Payment by Purchaser of any invoice shall not constitute acceptance of the Products covered by such invoice, and acceptance by Purchaser shall not relieve Vendor of its warranties or other obligations under this Agreement. 8.3 The provisions of this Article shall survive the expiration or termination of this Agreement.

  • Schedule and Completion The Pre-commencement Phase Services to be performed under this Contract shall commence upon the Effective Date of the Contract and be completed within 60 days thereafter. Activities on the Site shall commence on the date specified in the Proceed Order and shall be materially complete in accordance with established Milestones, and not later than the Material Completion and Occupancy Date.

  • Effect of Completion This agreement shall, as to any of its provisions remaining to be performed or capable of having or taking effect following Completion, remain in full force and effect notwithstanding Completion.

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