From and after Completion Sample Clauses

From and after Completion. (a) the Company shall retain and preserve its Tax records and relevant financial information but shall deliver copies of any such Tax records and relevant financial information in connection with the Transaction to Buyer as soon as reasonably practical. The Company shall permit Buyer and its advisors, on Buyer giving reasonable notice, access during normal office hours to them where reasonably required for Tax purposes; (b) the Company shall ensure that the Tax records and relevant financial information of each Company Subsidiary shall be delivered to Buyer as soon as reasonably practical; (c) Buyer shall, and shall procure that the Company Subsidiaries shall, retain for a period of seven (7) years from the Liquidation End Date, or such longer period as may be prescribed by applicable Laws, regulations, orders and statutes, all financial information and similar records relating to the Company Subsidiaries delivered to Buyer in connection with the consummation of the Transaction or held by the Company Subsidiaries; and (d) Buyer shall provide the Company and the Liquidator, if applicable, and their respective advisors, with access (upon reasonable notice and at reasonable times during normal business hours) to such financial information and similar records relating to Relevant Tax Affairs where reasonably required for Taxation purposes.
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From and after Completion the maximum aggregate Liability of the Purchaser in relation to Claims under this agreement and in respect of the warranties contained in the Administration Services Agreement shall not exceed one hundred and ninety-nine million five hundred thousand dollars ($199,500,000).
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From and after Completion each Shareholder agrees to defend, indemnify and hold the Buyer and its directors, shareholders, officers, employees and agents (the “Buyer Indemnified Parties”) harmless from and against any and all damages, liabilities, losses, claims, obligations, liens, assessments, judgments, Taxation, fines, penalties, reasonable costs and expenses (including, without limitation, reasonable fees of counsel and costs), as the same are incurred, of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defence or settlement of the foregoing) (“Losses”) which may be sustained or suffered by any Buyer Indemnified Party based upon, arising out of, or by reason of (A) any breach of any representation or warranty made by such Shareholder in this Agreement, and (B) any breach of any covenant or agreement made by such Shareholder in this Agreement.
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From and after Completion each Seller shall severally indemnify and keep indemnified the Buyer and each member of the Buyer’s Group, their respective affiliates and their respective directors, officers, employees and agents from, against and in respect of, the full amount of all Losses incurred directly or indirectly by the Buyer, each member of the Buyer’s Group, their respective affiliates and their respective directors, officers, employees and agents, in respect of: (a) any Warranty warranted and undertaken to be true and accurate by the Seller pursuant to clause 6.1 being untrue or inaccurate; or (b) any fraud or wilful breach of this Agreement or any other Transaction Document by the Seller.
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From and after Completion the Buyer shall indemnify and keep indemnified the Sellers, their respective affiliates and their respective agents from, against and in respect of, the full amount of all Losses incurred by the Sellers, their respective affiliates and their respective agents, in respect of: (a) any warranty warranted to be true and accurate by the Buyer under clause 9 being untrue or inaccurate; or (b) any fraud or wilful breach of this Agreement by the Buyer.
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From and after Completion the Seller shall carry out, perform, complete, discharge and pay all the obligations and liabilities arising under the Retained Commingled Agreements, other than those arising in connection with the provision of IAM Services in the Territory or the Business, as applicable, required to be performed or discharged under the Retained Commingled Agreements in accordance with their respective terms.
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From and after Completion. (a) The Seller shall retain and preserve its Tax records and relevant financial information relating to its Pre-Completion Relevant Tax Affairs and Post-Completion Relevant Tax Affairs, but shall deliver copies of any such Tax Records and relevant financial information in connection with the consummation of the Transaction. The Seller shall permit the Purchaser and its advisors, on the Purchaser giving reasonable notice, access during normal office hours to them where required reasonable required for Taxation purposes; (b) The Seller shall ensure that the Tax records and relevant financial information of each Subsidiary shall be delivered to the Purchaser in relation to their respective Pre-Completion Relevant Tax Affairs as soon as reasonably practical; (c) the Purchaser shall, and shall procure that the Subsidiaries shall retain for a period of 7 (seven) years from Completion, or such longer period as may be prescribed by applicable law, regulations, orders and statutes, all financial information and similar records relating to the Subsidiaries delivered to the Purchaser in connection with the consummation of the Transaction or held by the Subsidiaries; (d) the Purchaser shall provide the Seller and the Liquidator, if applicable, and their respective advisors with access (upon reasonable notice and at reasonable times during normal business hours) to such financial information and similar records relating to the each Subsidiary’s Pre-Completion Relevant Tax Affairs where reasonably required for Taxation purposes; and (e) The Seller shall in connection with a Second Step obtain certainty by means of entering into an arrangement with the relevant Tax Authority on its obligations to retain and preserve any Tax records and relevant financial information relating to its Pre-Completion Relevant Tax Affairs, and file a request that the Seller is entitled to transfer such obligations to the Purchaser with the relevant Tax Authority. The Purchaser shall be kept informed by the Seller of the negotiations with the relevant Tax Authority, such that any representations by the Purchaser, to the extent they are reasonable, will be timely reflected in the negotiations and agreement with the relevant Tax Authority on the retention and preservation of the Seller’s Tax Records. Upon approval from the relevant Tax Authority, the Purchaser shall preserve such Tax records and relevant financial information in accordance with this arrangement for a period of seven years from C...
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From and after Completion. ISC hereby agrees to provide, or cause to be provided, to AUCS the transitional support services of the finance, human resources and legal departments as further set out in Schedule 4 or, if not set out in Schedule 4, then in accordance with the Personnel Cross-Charging Agreement (as referred to in (iv) under the definition of Terminated Agreements in clause 1.1), (a) for the period of time, and (b) at the prices or as charged in accordance with the principles listed on Schedule 4 or agreed pursuant to the Personnel Cross-Charging Agreement. Such arrangements shall be reviewed between the parties during the first two weeks of April 2003 to determine whether and on what conditions the parties should continue such arrangements.
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Related to From and after Completion

  • 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.

  • Study Period (a) The Buyer shall have the right, upon prior reasonable written notice to the Seller to examine the books and records relating to the Property, to enter upon the Land and to perform, at the Buyer’s expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Buyer may deem appropriate, taking care to cause minimal interference with the business conducted on the Property; provided that (i) no invasive testing may be conducted without the Seller’s prior written consent, which may be withheld by the Seller in its sole discretion, and (ii) none of the Buyer or any of its representatives, lender, consultants and agents shall (x) cause any damage or make any physical changes to any of the Property or (y) intentionally or unreasonably interfere with the rights of Hotel guests or others who may have a legal right to use or occupy the Property or (z) otherwise intentionally or unreasonably interfere with the operation of the Property. The Seller or its representatives shall have the right to be present to observe any testing or other inspection performed on any of the Property. If for any reason, or no reason, the Buyer notifies the Seller, in writing, prior to 5:00 p.m. Central Time on the last day of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, the Xxxxxxx Money shall be immediately returned to the Buyer, and, upon return of the Xxxxxxx Money, the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). (b) Promptly after the Effective Date, and throughout the term of this Agreement as any of the materials listed in Schedule B become available to the Seller or are amended or updated, (to the extent not previously provided or made available to the Buyer) the Seller shall deliver to the Buyer, copies of such materials which are in, or come into, the Seller’s possession or control. (c) Buyer hereby agrees to indemnify, defend and hold the Seller, and its employees, guests, contractors, tenants, manager and their respective invitees harmless from all personal injury or property damage suffered or incurred by or claimed against the foregoing arising directly out of any due diligence activities conducted or the entry upon the Land by any of Buyer, its representatives, lenders, consultant or agents, provided, however, such indemnity shall not cover liability arising from pre-existing conditions unless such pre-existing conditions are exacerbated by the Buyer or its consultants, agents, contractors, employees or representatives, in which case the Buyer shall be liable for and to the extent of the exacerbated condition and not the pre-existing condition. The Buyer, at its own expense, shall restore any damage to the Property caused by any of the tests or studies made by the Buyer, or its agents or contractors, but specifically excluding restoring or correcting any environmental or other damage to the Real Property that is discovered as a result of such tests or studies. The Buyer and any of its agents and contractors shall maintain at all times during their entry upon any of the Property for the purpose of conducting any due diligence activities, commercial general liability insurance with limits of not less than Two Million Dollars ($2,000,000) combined single limit, bodily injury, death and property damage insurance per occurrence. Upon the Seller’s request, Buyer (or its agents or contractor) will deliver a certificate issued by the insurance carrier of each such policy to the Seller prior to any entry upon any Property. (d) The Buyer’s obligations under this SECTION 3.1 shall survive any termination of this Agreement or the Closing of the transaction contemplated herein.

  • 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:

  • Substantial Completion Date Substantial Completion of the Work as defined in Article 6.1.2 of the General Conditions to the Continuing Contract for Construction Management shall be achieved by July 31, 2022.

  • Final Completion The full and final completion of all Work in accordance with the Contract Documents.

  • Final Completion Date Final Completion for the Work as defined in Article 6.1.3 of the General Conditions to the Continuing Contract for Construction Management shall be achieved by October 31, 2024.

  • At Completion all (but not some only, unless the Subscriber so agrees) of the following business shall be transacted: (a) the Issuer shall issue the Subscription Shares to the Subscriber (or its nominee) free and clear of all Encumbrances and credited as fully paid on terms that they rank pari passu in all respects with the existing issued Shares (including the right to rank in full for all distributions declared, paid or made by the Issuer after the Completion Date) and shall promptly thereafter register (or procure the share registrar to register) the Subscriber as a registered shareholder of the Issuer in respect of the Subscription Shares in the branch register of members of the Issuer maintained by Computershare; (b) the Issuer shall deliver to the Subscriber, each in form and substance to the reasonable satisfaction of the Subscriber: (i) a certified true copy of the Board resolutions approving and/or ratifying the matters below: (A) approving the terms of, and the transactions contemplated by, this Agreement and resolving that the Issuer executes this Agreement; (B) authorising a specified person or persons to execute this Agreement on the Issuer’s behalf; (C) authorising a specified person or persons, on behalf of the Issuer, to sign, execute and/or despatch all documents and notices to be signed, executed and/or despatched by it under or in connection with this Agreement; and (D) a specimen of the signature of each person authorised by the resolution referred to in Clause 4.3(b)(i)(B) above; (ii) the original definitive share certificates in respect of the Subscription Shares in the name of the Subscriber (or its nominee); (iii) a certified true copy of the confirmation letter issued by Computershare confirming that the Subscriber (or its nominee) is the registered holder of the Subscription Shares; (iv) a copy of the approval from the HKSE for the listing of, and permission to deal in, all the Subscription Shares; and (v) a closing certificate, dated as at the Completion Date and addressed to the Subscriber from the Issuer, executed by a Director (or another duly authorised signatory) and substantially in the form set out in Schedule 2, and attaching thereto as exhibits all supporting documents, showing such fulfilment.

  • Substantial Completion 9.8.1 When the Contractor considers that the Work, or a designated portion thereof which has been accepted in writing to by the State, is substantially complete as defined in Subparagraph

  • 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.

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