MATTERS PENDING COMPLETION Sample Clauses

MATTERS PENDING COMPLETION. Pending Completion, the Seller shall notify the Purchaser in writing immediately of any matter, circumstance, act or omission which is or may be a breach of clauses 11.1 (Protection of Assets), 11.2 (Satisfaction of Completion Conditions), 11.3 (Restrictions on Seller Activities Before Completion) and/or Schedule 20 (Restrictions on Seller Activities Before Completion).
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MATTERS PENDING COMPLETION. 5 8. CONFIDENTIALITY..................................................... 5 9. GUARANTEE........................................................... 6
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MATTERS PENDING COMPLETION. Pending Completion, the Shareholder shall, in respect of the Group, comply with its obligations under clauses 5.1 to 5.4 of the US Securities Purchase Agreement. References to any US legal or accounting term or concept in clauses 5.1 to 5.4 of the US Securities Purchase Agreement shall, in respect of this clause 7, be deemed to include what most approximates in England to the US legal or accounting term or concept concerned.
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MATTERS PENDING COMPLETION. Pending Completion the Vendor shall notify the Purchaser immediately of any matter, circumstance, act or omission which is or may be a breach of Clauses 10.3 to 10.7 and Clause 10.12 [and 10.13]. ]
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MATTERS PENDING COMPLETION. 7.1 Subject to clause 7.2 and clause 7.3, the Company agrees and the Purchaser undertakes to procure that (except with the prior written consent of each of Xx Xxxxxx, Xx Xxxxxx and Cambridge Quantum Fund Limited for so long as they hold any Shares, such consent not to be unreasonably withheld or delayed) so far as it is able that from the date of this Agreement until Completion (a) the Company shall carry on its business in the ordinary course; (b) the Company shall not give or agree to give or allow to exist or agree to allow to exist any Encumbrance over its assets or undertaking except for Encumbrances existing at the date of this Agreement; (c) the Company shall not enter into or agree to enter into any onerous contracts outside the ordinary course of its business; (d) the Company shall not sell, transfer or otherwise dispose of its business, undertaking or assets (including intellectual property) or any significant part of it or them or agree so to do otherwise than in the ordinary course of its business, but so that no sales transfers or sales transfers or disposals of any kind as contemplated in this clause shall be made to the Purchaser or any Company associated with the Purchaser (and "associate" shall be defined under section 417(3) of the Income and Corporation Taxes Act 1988); (e) the Company shall continue to maintain in force valid insurances in respect of its assets and business; (f) the Company shall not declare any dividends to be paid to its members; (g) the Company and the Purchaser shall comply with the provisions and procedures contained in the Inter-company charging agreement set out in Schedule 3; (h) the Company will give to the Observer (as defined below) reasonable notice of board meetings of the board of directors of the Company accompanied by all information distributed to the directors of the Company for the purpose of the relevant board meeting; (i) the Company shall not create any fixed or floating charge, lien (other than a lien arising by operation of law) or other encumbrance over the whole or any part of its undertaking, property or assets; (j) the Company shall not borrow from any person except the Purchaser and in the case of the Purchaser on the terms set out in Clause 7.1 (v) of this Agreement; (k) the Company shall not give any guarantee on indemnity for a sum in excess of (pound)5,000 except in the ordinary course of business; (l) the Company shall not issue any shares or create any new shares; (m) the Company shall...
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MATTERS PENDING COMPLETION. (a) The Seller and AF undertake with the Purchaser (to the extent only as may be necessary to give effect to this Agreement and except with the prior written consent of the Purchaser) to procure that from the date of this Agreement until Completion the Seller and AF will: (i) carry on the Seller's Business in the ordinary course and in an efficient and businesslike manner as a going concern in the same manner as it is presently carried on as regards the nature, scope and manner of conducting it so as to maintain it as a going concern; (ii) not dispose of any of those Assets listed or described in the Schedules to this Agreement nor any of the other Assets employed or used in connection with the Seller's Business nor acquire any new assets exceeding 10,000 for use in connection with the Seller's Business (except, in any such case, for Stock in the ordinary course of trading in relation to the Seller's Business); (iii) use their best endeavours to maintain the trade and trade connections and the Goodwill and will not by any action, omission, default or neglect knowingly damage or risk damage to them; (iv) retain the full benefit of the Business Intellectual Property; (v) not enter into or agree to enter into any hire purchase, leasing, rental or conditional sale agreement or similar arrangement in connection with the Seller's Business; (vi) inform the Purchaser immediately of any matter which may materially affect the Seller's Business or any the Assets and consult with the Purchaser in relation to such matter; (vii) not commence any litigation or compromise or settle or agree to compromise or settle any claim or dispute in which it is involved in connection with the Seller's Business; (viii) continue to pay the creditors of the Seller's Business within the usual terms of payment of such creditors; (ix) maintain the Seller's usual level of stocks in connection with the Seller's Business; and without prejudice to the above the Seller and/or AF will obtain the Purchaser's prior written consent to any act or omission on its part which could have a material effect upon the Purchaser's future conduct of the Seller's Business after Completion or which might affect the willingness of a reasonable person to purchase the Seller's Business and the other Assets upon the terms of this Agreement. (b) The Purchaser shall not, in exercising its rights under this clause 5, assume any liability to the Seller or AF or to any third party for any act carried out with its consen...
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MATTERS PENDING COMPLETION. 5.1 The Vendors hereby undertake to procure, to the extent such matters are within the control of the Vendors, that the Company shall not, prior to Completion, without having first obtaining the prior written consent of the Purchaser or save as contemplated under this Agreement: (a) declare, pay or make any dividends or other distributions; (b) issue or agree to issue any shares, warrants or other securities or loan capital or grant or agree to grant any option over or right to acquire or convertible into any share or loan capital in the Company or otherwise take any action which might result in the Vendors reducing its equity interests in the Company; or (c) do, allow or procure any act or permit any omission which would constitute a breach of any of the Warranties given by the Vendors under this Agreement. 5.2 Subject always to the compliance with the applicable laws, rules and codes, the Vendors further undertakes to procure that the Company shall not during the period from the date of this Agreement and ending on the Completion Date do anything that may delay, hinder or frustrate Completion or the provision of the Financial Assistance by the Company to the Purchaser.
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MATTERS PENDING COMPLETION. 5.1 The Vendor hereby undertakes to procure that the Company shall not, prior to Completion, without having first obtaining the prior written consent of the Purchaser or save as contemplated under this Agreement: (a) borrow or raise money; (b) enter into or amend any material contracts (including but not limited to the APA Subscription agreement and the APA Shareholders’ Agreement) or other material transaction or capital commitment or incur or allow to arise any material contingent liability other than contemplated under this Agreement or in the ordinary course of business; (c) terminate any material contracts (including but not limited to the APA Subscription agreement and the APA Shareholders’ Agreement) or waive any right of a material nature thereunder; (d) declare, pay or make any dividends or other distributions; (e) create or permit to arise any mortgage, charge, lien, pledge, other form of security or encumbrance or equity of whatsoever nature, whether similar to the foregoing or not, on or in respect of any part of its undertaking, property or assets other than liens arising by operation of law in amounts which are not material in its ordinary and usual course of business; (f) save as otherwise provided herein, appoint any new directors or employ any senior employees, officers, company secretary or attorney or terminate the employment of any existing key employees or vary their terms of employment; (g) Dispose or agree to Dispose of or acquire or agree to acquire any asset of a material nature (including but not limited to the APA Shares); (h) compromise, settle, release, discharge or compound any material civil, criminal, arbitration or other proceedings or any material liability, claim, action, demand or dispute or waive any right in relation to any of the foregoing; (i) take on lease or assume possession of any real property other than pursuant to pre-existing obligations; (j) save for the Capitalisation Arrangement, issue or agree to issue any shares, warrants or other securities or loan capital or grant or agree to grant any option over or right to acquire or convertible into any share or loan capital in the Company or otherwise take any action which might result in the Vendor reducing its interests in the Company; (k) Dispose of the ownership, possession, custody or control of any corporate or other books or records; (l) enter into any transaction or arrangement, other than for full consideration and on arm’s length terms; (m) allow or perm...
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Related to MATTERS PENDING COMPLETION

  • 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:

  • 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.

  • 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

  • Project Completion Report At the completion of construction and once a Project is placed in service, the Subrecipient must submit a Project Completion Report that includes the total number of units built and leased, affordable units built and leased, DR-MHP units built and leased, an accomplishment narrative, and the tenants names, demographics and income for each DR-MHP unit.

  • 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 Improvements Within 90 days of completion of any construction herein permitted, Company will cause to be prepared and delivered to Authority record documents as required under the Tenant Work Permit process, including but not limited to as-builts, legal descriptions, boundary surveys, and certified final cost of construction. The submission of record document electronic media will be in accordance with Authority’s Standard Procedure for computer aided design and drafting and drawings, as may be revised from time to time.

  • Construction Completion The related Construction shall have been completed substantially in accordance with the related Plans and Specifications, the related Deed and all Applicable Laws, and such Leased Property shall be ready for occupancy and operation. All fixtures, equipment and other property contemplated under the Plans and Specifications to be incorporated into or installed in such Leased Property shall have been substantially incorporated or installed, free and clear of all Liens except for Permitted Liens.

  • 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.

  • Diligent Completion The Company agrees to use its reasonable efforts to cause the completion of the Project as soon as practicable, but in any event on or prior to the end of the Investment Period.

  • Project Timeline The Project Timeline establishes a start and end date for each Phase of the Project. Developed during the Initiate & Plan Stage and revised as mutually agreed to, if needed, the timeline accounts for resource availability, business goals, size and complexity of the Project, and task duration requirements.

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