Common use of EXCHANGE AND COMPLETION Clause in Contracts

EXCHANGE AND COMPLETION. 4.1 On signing of this Agreement (or at such other time as is specified in Schedule 1), the Seller shall perform its obligations and deliver, or procure the delivery of, each of the documents listed in Schedule 1. 4.2 Completion shall be conditional upon CPU confirming by email to the Buyer and the Seller that it has received the documents and information from the Seller necessary to amend the registers of holders of ReNew Class A Depositary Receipts and ReNew Class C Depositary Receipts to reflect the Sale (the CPU Condition). 4.3 Between signing of this Agreement and Completion: (a) the Seller shall use reasonable endeavours to provide CPU with any information and documents in its possession or under its control and any assistance as may be reasonably required by CPU in connection with satisfying the CPU Condition; and (b) the Buyer shall use reasonable endeavours to provide CPU with any information and documents in its possession or under its control and assistance which may be required in connection with the updating of the register contemplated by Clause 4.5(a). 4.4 Completion shall take place two Business Days after the date on which the CPU Condition has been satisfied or such other date as the parties shall agree in writing (Completion Date). 4.5 Completion shall occur upon (a) CPU sending to the Buyer and the Seller a screenshot of the registers in respect of ReNew Class A Depositary Receipts and ReNew Class C Depositary Receipts updated in respect of the Sale; (b) the Buyer having performed its obligations listed in Schedule 2 and; (c) the Seller having received the Consideration in the Seller Bank Account. 4.6 The Seller shall: (a) prior to Completion, provide the Buyer with a report issued by KPMG Assurance and Consulting Services LLP, on a reliance basis and in a form reasonably acceptable to the Buyer, confirming that prior to the Completion Date the Seller has not received any notice in connection with any proceedings or demands which may be pending or to the knowledge of the Seller, threatened against the Seller under the IT Act that will result in, or would reasonably be expected to result in, the transfer of Depositary Receipts being adversely impacted or declared void as per Section 281 of the IT Act; and (b) following Completion, make appropriate income-tax return filings in India within the time period prescribed under, and in accordance with, the IT Act, disclosing the transaction in a manner that is consistent with this Agreement.

Appears in 2 contracts

Samples: Agreement for the Sale and Purchase of Depositary Receipts (Goldman Sachs Group Inc), Agreement for the Sale and Purchase of Depositary Receipts (Canada Pension Plan Investment Board)

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EXCHANGE AND COMPLETION. 4.1 On signing of this Agreement (or at such other time as is specified in Schedule ‎Schedule 1), the Seller shall perform its obligations and deliver, or procure the delivery of, each of the documents listed in Schedule ‎Schedule 1. 4.2 Completion shall be conditional upon CPU confirming by email to the Buyer and the Seller that it has received the documents and information from the Seller necessary to amend the registers of holders of ReNew Class A Depositary Receipts and ReNew Class C Depositary Receipts to reflect the Sale of the C Depositary Receipts (the CPU Condition). 4.3 Between signing of this Agreement and Completion: (a) the Seller shall use reasonable endeavours to provide CPU with any information and documents in its possession or under its control and any assistance as may be reasonably required by CPU in connection with satisfying the CPU Condition; and (b) the Buyer shall use reasonable endeavours to provide CPU with any information and documents in its possession or under its control and assistance which may be required in connection with the updating of the register contemplated by Clause 4.5(a). 4.4 Completion shall take place two Business Days after the date on which the CPU Condition has been satisfied or such other date as the parties shall agree in writing (Completion Date). 4.5 Completion shall occur upon (a) CPU sending to the Buyer and the Seller a screenshot of the registers in respect of ReNew Class A Depositary Receipts and ReNew Class C Depositary Receipts updated in respect of the SaleSale of the C Depositary Receipts; (b) the Buyer having performed its obligations listed in Schedule 2 and‎Schedule 2; and (c) the Seller having received the Consideration in the Seller Bank Account. 4.6 The Seller shall: (a) prior to Completion, provide the Buyer with a report issued by KPMG Assurance and Consulting Services LLP, on a reliance basis and in a form reasonably acceptable to the Buyer, confirming that prior to the Completion Date the Seller has not received any notice in connection with any proceedings or demands which may be pending or to the knowledge of the Seller, threatened against the Seller under the IT Act that will result in, or would reasonably be expected to result in, the transfer of C Depositary Receipts being adversely impacted or declared void as per Section 281 of the IT Act; and (b) following Completion, make appropriate income-tax return filings in India within the time period prescribed under, and in accordance with, the IT Act, disclosing the transaction in a manner that is consistent with this Agreement.

Appears in 2 contracts

Samples: Agreement for the Sale and Purchase of Depositary Receipts (Goldman Sachs Group Inc), Agreement for the Sale and Purchase of Depositary Receipts (Canada Pension Plan Investment Board)

EXCHANGE AND COMPLETION. 4.1 On signing of this Agreement (or at such other time as is specified in Schedule 1), the Seller shall perform its obligations and deliver, or procure the delivery of, each of the documents listed in Schedule 1. 4.2 Completion shall be conditional upon CPU confirming by email to the Buyer and the Seller that it has received the documents and information from the Seller necessary to amend the registers of holders of ReNew Class A Depositary Receipts and ReNew Class C Depositary Receipts to reflect the Sale (the CPU Condition). 4.3 Between signing of this Agreement and Completion: (a) the Seller shall use reasonable endeavours to provide CPU with any information and documents in its possession or under its control and any assistance as may be reasonably required by CPU in connection with satisfying the CPU Condition; and (b) the Buyer shall use reasonable endeavours to provide CPU with any information and documents in its possession or under its control and assistance which may be required in connection with the updating of the register contemplated by Clause clause 4.5(a). 4.4 Completion shall take place two Business Days after the date on which the CPU Condition has been satisfied or such other date as the parties shall agree in writing (Completion Date). 4.5 Completion shall occur upon (a) CPU sending to the Buyer and the Seller a screenshot of the registers in respect of ReNew Class A Depositary Receipts and ReNew Class C Depositary Receipts updated in respect of the Sale; (b) the Buyer having performed its obligations listed in Schedule 2 and2; and (c) the Seller having received the Consideration in the Seller Bank Account. 4.6 The Seller shall: (a) prior to no later than 15 Business Days following Completion, provide the Buyer with a report issued by KPMG Assurance and Consulting Services LLPDeloitte Touche Tohmatsu, on a reliance basis and in a form reasonably acceptable to the Buyer, confirming that prior to the Completion Date the Seller has not received any notice in connection with any proceedings or demands which may be pending or to the knowledge of the Seller, threatened against the Seller under the IT Act that will result in, or would reasonably be expected to result in, the transfer of Depositary Receipts being adversely impacted or declared void as per Section 281 of the IT Act; and (b) following Completion, make appropriate income-tax return filings in India within the time period prescribed under, and in accordance with, the IT Act, disclosing the transaction in a manner that is consistent with this Agreement.

Appears in 1 contract

Samples: Agreement for the Sale and Purchase of Depositary Receipts (Canada Pension Plan Investment Board)

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EXCHANGE AND COMPLETION. 4.1 On signing of this Agreement (or at such other time as is specified in Schedule ‎Schedule 1), the Seller shall perform its obligations and deliver, or procure the delivery of, each of the documents listed in Schedule ‎Schedule 1. 4.2 Completion shall be conditional upon CPU confirming by email to the Buyer and the Seller that it has received the documents and information from the Seller necessary to amend the registers of holders of ReNew Class A Depositary Receipts and ReNew Class C Depositary Receipts to reflect the Sale (the CPU Condition). 4.3 Between signing of this Agreement and Completion: (a) the Seller shall use reasonable endeavours to provide CPU with any information and documents in its possession or under its control and any assistance as may be reasonably required by CPU in connection with satisfying the CPU Condition; and (b) the Buyer shall use reasonable endeavours to provide CPU with any information and documents in its possession or under its control and assistance which may be required in connection with the updating of the register contemplated by Clause clause 4.5(a). 4.4 Completion shall take place two Business Days after the date on which the CPU Condition has been satisfied or such other date as the parties shall agree in writing (Completion Date). 4.5 Completion shall occur upon (a) CPU sending to the Buyer and the Seller a screenshot of the registers in respect of ReNew Class A Depositary Receipts and ReNew Class C Depositary Receipts updated in respect of the Sale; (b) the Buyer having performed its obligations listed in Schedule 2 and‎Schedule 2; and (c) the Seller having received the Consideration in the Seller Bank Account. 4.6 The Seller shall: (a) prior to no later than 15 Business Days following Completion, provide the Buyer with a report issued by KPMG Assurance and Consulting Services LLPDeloitte Touche Tohmatsu, on a reliance basis and in a form reasonably acceptable to the Buyer, confirming that prior to the Completion Date the Seller has not received any notice in connection with any proceedings or demands which may be pending or to the knowledge of the Seller, threatened against the Seller under the IT Act that will result in, or would reasonably be expected to result in, the transfer of Depositary Receipts being adversely impacted or declared void as per Section 281 of the IT Act; and (b) following Completion, make appropriate income-tax return filings in India within the time period prescribed under, and in accordance with, the IT Act, disclosing the transaction in a manner that is consistent with this Agreement.

Appears in 1 contract

Samples: Agreement for the Sale and Purchase of Depositary Receipts (Goldman Sachs Group Inc)

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