Milton Ulladulla Ex. Servos Club, at its own expense, undertaking a due diligence review of Tomakin Sports & Social Club’s Assets including the Club Licence, liabilities, Land, and business operations and to give effect to this Tomakin Sports & Social Club will, acting reasonably, as soon as reasonably practicable and up and until the sooner of Completion or termination of this Memorandum of Understanding:
Milton Ulladulla Ex. Servos Club will continue as the body corporate of the Amalgamated Club; and
Milton Ulladulla Ex. Servos Club will adopt by-laws which give effect to this clause
Milton Ulladulla Ex. Servos Club may transfer up to twenty (20) of the GMEs to the Xxxxxx Xxxxxxxxx Ex-Servos Club premises in Ulladulla subject to regulatory approval.
Milton Ulladulla Ex. Servos Club and its solicitors will prepare and file the Amalgamation Application.
Milton Ulladulla Ex. Servos Club will seek an approval in principle from the Authority of the Amalgamation Application with final transfer of the Tomakin Sports & Social Club’s Club Licence to Milton Ulladulla Ex-Servos Club to occur on Completion.
Milton Ulladulla Ex. Servos Club will be responsible for and pay when due all Liabilities of Tomakin Sports & Social Club which:
Milton Ulladulla Ex. Servos Club must bear and is responsible for all filing fees, transaction fees (including XXXX fees), duties, stamp duties or other similar imposts on or in respect of this Memorandum of Understanding and any document or transaction contemplated by this Memorandum of Understanding.
Milton Ulladulla Ex. Servos Club is unable to secure a re-financing of Tomakin Sports & Social Club’s Liabilities, which are to be transferred to Xxxxxx Xxxxxxxxx Ex Servos Club on Completion, with its financier on terms acceptable to the Board of Xxxxxx Xxxxxxxxx Ex-Servos Club.
