Conditions of Completion. The Developer understands and the parties hereto both agree that the Developer Installed Utilities and Improvements shall only be considered “complete” when the requirements of the Servicing Standards, the Detailed Plans and Specifications, and this Agreement in the discretion of the Manager have been fully satisfied.
Conditions of Completion. (a) The obligations of the Buyer and the Sellers under this clause 5 (other than a requirement that has been waived under clause 5.5) are interdependent. Completion is conditional on, and will not be taken to have occurred until, both the Buyer and the Sellers have complied with all of their respective obligations under this clause 5 (other than a requirement that has been waived under clause 5.5).
(b) If either the Sellers or the Buyer fail to fully comply with their obligations under this clause 5 and Completion does not occur, then the other of them may, if not otherwise in breach of this Agreement, terminate this Agreement by giving notice to all other parties and each of the Sellers and the Buyer must promptly:
(i) return to the other all documents delivered to it under this clause 5;
(ii) repay to the other all payments received by it under this clause 5; and
(iii) do everything reasonably required by the other to reverse any action taken under this clause 5, without prejudice to any other rights any party may have in respect of that failure.
Conditions of Completion. 6 ARTICLE V
Conditions of Completion. As a condition precedent to ------------------------ consideration of the Improvements as being Substantially Complete and as a condition of satisfaction of the Construction Agent's obligations under Section 4.10(a) hereof, the Construction Agent shall deliver or cause to be delivered to the Lessor all of the following items which must be satisfactory in form and substance to the Lessor and the Agent:
(a) Final lien waivers with respect to the Improvements from any contractor or subcontractor performing construction or installation services for any of the Improvements establishing that all work and labor performed and materials furnished through such date has been paid for in full, or a bond or other assurance of payment with respect thereto or a certificate as to the non-existence of any liens as contemplated by the form of Requisition Certificate attached hereto as Exhibit A;
(b) All necessary consents, licenses, authorizations and approvals of municipal or other state or federal governmental authorities having jurisdiction over the Improvements have been obtained (including without limitation environmental permits, but, excluding certificates of occupancy which the Construction Agent has applied for and is diligently prosecuting);
(c) An officer's certificate (the "Completion Certificate") that the Improvements are Substantially Complete and no Event of Default hereunder has occurred and is continuing and setting forth the actual Improvement Cost thereof; and
(d) A certificate of a licensed architect or engineer selected by the Agent, subject to the Construction Agent's reasonable approval (the cost of whom shall be paid by the Construction Agent), to the effect that the Improvements are Substantially Complete.
Conditions of Completion. Neither the Original Shareholders nor Asia Online-Australia shall be obliged to complete the sale and transfer of the Initial Shares unless a Completion Event occurs in which case:
(a) the Original Shareholders may require Asia Online-Australia to complete the purchase of all, but not less than all, of their Initial Shares at any time during the Completion Period on terms contained in clause 8.3; and
(b) other than in cases of a group reorganisation or reconstruction involving the Company or any material part of its assets, Asia Online-Australia may require the Original Shareholders to complete the purchase of all, but not less than all of the Original Shareholders' Initial Shares at any time during the Completion Period on the terms contained in clause 8.4.
Conditions of Completion. Completion is conditional on both the Buyer and the Sellers complying with all of their obligations under this part 7.
Conditions of Completion. (a) The transactions to take place as contemplated by this clause 6 are to take place simultaneously, so that if one transaction does not take place, then without prejudice to any rights available to any party as a consequence:
(i) there is no obligation on any party to undertake or perform any of the other transactions; and
(ii) to the extent that such transactions have already been undertaken, the parties must do everything reasonably required to reverse those transactions.
(b) Without limiting clause 6.5(a), if a party fails to fully comply with its obligations on the date set under clause 6, and Completion does not occur on the relevant date then:
(i) DRD(Offshore) and Emperor must each return to the other all documents delivered to it under this agreement;
(ii) DRD(Offshore) and Emperor must each repay to the other all payments received by it under this clause 6, without prejudice to any other rights any party may have in respect of that failure. 6.6
Conditions of Completion. (a) Settlement of the Notes is conditional on each of Leucadia, Xxxxxxx, Fortescue and Chichester complying with all of their respective obligations under this clause 4.
(b) If a party (Defaulting Party) fails to satisfy its obligations under this clause 4 on the day and at the place and time for Settlement then any other party (Notifying Party) may give the Defaulting Party a notice requiring the Defaulting Party to satisfy those obligations within a period of 3 Business Days from the date of the notice and declaring time to be of the essence.
(c) If the Defaulting Party fails to satisfy those obligations within those 3 Business Days the Notifying Party may, without limitation to any other rights it may have, terminate this agreement by giving written notice to the Defaulting Party.
Conditions of Completion. The Parties agree that the conditions of completion include but not limited to:
2.1 Target Company and Party A have obtained all the internal approval, consent or authorization for the execution and completion of this transaction, and Target Company and Party A have provided Party C the resolution of the general meeting which clearly expresses that all shareholders agree to transfer the 50% stake of Target Company held by Party A, including the consent or waiver from other rights owners needed for the execution and completion of this transaction (if necessary);
2.2 This Agreement has been approved by MOFCOM or its relevant branch office;
2.3 Articles of Association of the Target Company has been modified as instructed by Party B and the said Articles has been registered with the Administration of Industry and Commerce;
2.4 All the legal documents of the changes of equities of the Target Company necessary for the registration with the administration of the industry of commerce have been completed, and unless otherwise specifically instructed, the said legal documents include those necessary for the registration with the administration of the industry of commerce in relation to the Articles amendment proposal or the amended Articles, the changes of the legal representative, directors, supervisors, senior management personnel as well as other related matters.
2.5 The State Administration of Foreign Exchange Shenzhen branch (“SAFE”) has accepted the application in relation to the changes of the equities and the legal representative of the Target Company, and provide to Party B the notice of acceptance of the changes of the equities and the legal representative;
Conditions of Completion. On or before the Substantial Completion Date, as a condition precedent to consideration of the Improvements as being Substantially Complete and as a condition to the commencement of the Basic Term Commencement Date, Agent shall deliver or cause to be delivered to the Construction Lender and Owner all of the following items and on or before the Final Completion Date, as a condition precedent to consideration of the Improvements being Substantially Complete and as a condition of satisfaction of Agent's obligations under Section 10.15(b) of this Agreement, Agent shall deliver or cause to be delivered to the Construction Lender all of the following items, all of which must be satisfactory in form and substance to Owner in its sole discretion:
(a) Final lien waivers with respect to the Leased Property from any contractor or subcontractor performing construction or installation services establishing that all work and labor performed and materials furnished through the Completion Date or the Final Completion Date, as the case may be, have been paid for in full, or a bond or other assurance of payment with respect thereto.
(b) An endorsement to the Construction Lender's and Owner's title insurance policies delivered pursuant to the Construction Loan Documents, the Investor Loan Documents and the Lease confirming the respective amounts of coverage thereunder and that such amount is insured with no exceptions other than those reflected on such title policy as originally delivered to the Construction Lender and Owner or other immaterial exceptions acceptable to the Construction Lender and Owner in its reasonable discretion.
(c) An as-built survey plan of the Leased Property, certified to the Owner and the Construction Lender, no earlier than 30 days prior to the Final Completion Date, as the case may be, by an independent surveyor licensed in New Jersey, and, if available, as- built plans and specifications for the Improvements and other Improvements upon the Land.
(d) All approvals in connection with the Work required of municipal or other governmental authorities having jurisdiction over the Leased Property.
(e) A certificate of all Development Costs and Project Costs as of the Completion Date or the Final Completion Date, as the case may be, certified by the treasurer or chief financial officer of Agent, and confirmed and approved by the Construction Consultant.
(f) A certificate of the officer of Agent who has been given the primary responsibility for the managem...
