Common use of OBLIGATIONS OF THE VENDORS Clause in Contracts

OBLIGATIONS OF THE VENDORS. At or before Completion, the Vendors must: (a) deliver to the Purchaser duly executed and completed transfers in favour of the Purchaser of the Shares in registrable form together with the relevant share certificates; (b) deliver to the Purchaser duly executed and unconditional deeds of release, on terms satisfactory to the Purchaser, of the Shares free from any Security Interest and (including pursuant to clause 2.3(c)) the assets of each Group Company from any Security Interest (other than a Permitted Security Interest); (c) produce to the Purchaser any power of attorney or other authority under which the transfers of the Shares are executed; (d) deliver a duly executed copy of the Escrow Deed; (e) deliver a New Service Agreement duly executed by each Key Employee; (f) deliver to the Purchaser duly executed instruments irrevocably waiving in favour of the Purchaser all rights of pre-emption which any person has in respect of any of the Shares (if any); (g) cause the board of directors of the Company to resolve that the transfers of the Shares be approved and registered; (h) subject to the Purchaser complying with its obligations under clause 5.3(c), cause the persons listed in the fifth, sixth, and seventh columns in the table in Schedule 3 (or any other persons notified in writing by the Purchaser to the Vendors before Completion) to be appointed as directors, secretary, and public officer (as applicable) of each Group Company with effect from Completion; (i) cause the resignation of the persons listed in the second, third, and fourth columns in the table in Schedule 3 as directors and secretary (as applicable) of each Group Company with effect from Completion; (j) deliver to the Purchaser a letter (in the form required by the Purchaser) from each resigning officer of a Group Company acknowledging that he or she has no Claim against any Group Company for breach of contract, loss of office, redundancy, compensation, payment or repayment of loans or otherwise, except for payments properly payable as an employee for accrued salary, holiday pay and long service leave up to the Completion Date; (k) cause the revocation, with effect from Completion, of all authorities relating to bank accounts of each Group Company; (l) deliver to the Purchaser all Records complete and up to date (other than those which the Vendors are entitled to retain under clause 5.6) by leaving them at the places at the Properties at which they are usually located in the normal course of operations of the Business; (m) deliver to the Purchaser the common seal (if any) of each Group Company; (n) deliver to the Purchaser the ASIC corporate key for each Group Company; and (o) do all other things necessary or desirable to transfer the Shares, to complete any other transaction contemplated by this agreement and to place the Purchaser in effective control of the Group and the Business.

OBLIGATIONS OF THE VENDORS. 1 At or before Completion, Completion the Vendors must: (a) shall deliver to the Purchaser or as the Purchaser shall direct: 1.1 the Tax Deed duly executed and completed as a deed by the parties hereto (other than the Purchaser); 1.2 duly executed transfers of the Shares in favour of the Purchaser or its nominee(s) and the share certificates in respect of the Shares (or indemnities in registrable form respect thereof) together with the relevant share certificates; (b) deliver to the Purchaser duly executed and unconditional deeds of release, on terms satisfactory to the Purchaser, of the Shares free from any Security Interest and (including pursuant to clause 2.3(c)) the assets of each Group Company from any Security Interest (other than a Permitted Security Interest); (c) produce to the Purchaser any power of attorney or other authority under which the such transfers of the Shares are have been executed; (d) deliver a 1.3 the statutory and other books duly executed copy written up to Completion, the Certificate of Incorporation, Certificates of Incorporation on Change of Name and the common seal of the Escrow DeedCompany; (e) deliver a New Service Agreement duly executed by each Key Employee1.4 the title deeds and documents relating to the Premises as listed on the schedule attached to the Disclosure Letter; 1.5 insofar as the same are in the possession of the Vendors, all documents of title, certificates, deeds, licences, agreements and other documents relating to the Company's Intellectual Property Rights and all manuals, drawings, plans, documents and other materials and media on which the Company's Intellectual Property is recorded; 1.6 all books of account and other books and records and copies of the Memorandum and Articles of Association of the Company; 1.7 letters of resignation from each of the Directors and the Secretary of the Company (f) except those whom the Purchaser has notified to the Vendors in writing prior to the date of Completion that it wishes to continue in office), each of whom shall resign from all his offices with the Company with effect from Completion and shall at Completion deliver to the Purchaser duly a deed of acknowledgement in the agreed form to the effect that he has no claim for any payment in respect of redundancy or unfair dismissal or compensation for loss of office or employment or save as expressed to the contrary any other claim or right of action against the Company; 1.8 statements showing the balances on all bank accounts of the Company at the close of business on a date no earlier than two Business Days before the Completion Date; 1.9 (if so required by the Purchaser) irrevocable powers of attorney in the agreed terms executed instruments irrevocably waiving by each of the Vendors in favour of the Purchaser all rights of pre-emption which any person has in respect of any to enable the Purchaser (pending registration of the Purchaser as the holder of the Shares) to exercise all voting and other rights attaching to the Shares (if any)and to appoint proxies for these purposes; (g) cause 1.10 the board of directors Service Agreement Side Letters duly executed by each of the Company to resolve that the transfers of the Shares be approved and registeredVendors; (h) subject to 1.11 the Purchaser complying with its obligations under clause 5.3(c)Escrow Agreement, cause the persons listed in the fifth, sixth, and seventh columns in the table in Schedule 3 (or any other persons notified in writing duly executed by the Purchaser to the Vendors before Completion) to be appointed as directors, secretary, and public officer (as applicable) of each Group Company with effect from CompletionVendors; (i) cause the resignation of the persons listed 1.12 a Disclosure Letter in the second, third, and fourth columns in the table in Schedule 3 as directors and secretary (as applicable) of each Group Company with effect from Completion; (j) deliver to the Purchaser a letter (in the form required by the Purchaser) from each resigning officer of a Group Company acknowledging that he or she has no Claim against any Group Company for breach of contract, loss of office, redundancy, compensation, payment or repayment of loans or otherwise, except for payments properly payable as an employee for accrued salary, holiday pay and long service leave up to the Completion Date; (k) cause the revocation, with effect from Completion, of all authorities relating to bank accounts of each Group Company; (l) deliver to the Purchaser all Records complete and up to date (other than those which the Vendors are entitled to retain under clause 5.6) by leaving them at the places at the Properties at which they are usually located in the normal course of operations of the Business; (m) deliver to the Purchaser the common seal (if any) of each Group Company; (n) deliver to the Purchaser the ASIC corporate key for each Group Company; and (o) do all other things necessary or desirable to transfer the Shares, to complete any other transaction contemplated by this agreement and to place the Purchaser in effective control of the Group and the Businessagreed form.

OBLIGATIONS OF THE VENDORS. At or before Completion, the Vendors must: (a) deliver to the Purchaser Purchasers, in accordance with clause 3.2, duly executed and completed transfers in favour of the Purchaser Purchasers of the Sale Shares in registrable form (except for the impression of stamp duty or other Taxes of a similar nature) together with the relevant share certificatescertificates (if any); (b) deliver to the Purchaser Purchasers a duly executed and unconditional deeds deed of releaserelease of the Sale Shares and the assets of each Group Company (other than Pelikan Artline) from any Security Interest, on terms satisfactory to the Purchaser, of the Shares free from any Security Interest and (including pursuant to clause 2.3(c)) the assets of each Group Company from any Security Interest (other than a Permitted Security Interest)Purchasers; (c) produce to the Purchaser Purchasers any power of attorney or other authority under which the transfers of the Sale Shares are executed; (d) deliver a duly executed copy of the Escrow Deed; (e) deliver a New Service Agreement duly executed by each Key Employee; (f) deliver to the Purchaser Purchasers duly executed instruments irrevocably waiving in favour of the Purchaser Purchasers all rights of pre-–emption which any person has in respect of any of the Sale Shares (if any); (ge) deliver to the Purchasers copies of any other consents and waivers required under clause 2; (f) cause the board of directors of the each Group Company to resolve resolve, in accordance with clause 3.2, that the transfers of the Sale Shares to the Purchasers (subject only to the payment of stamp duty or other Taxes of a similar nature on the transfers) be approved and registered; (hg) subject to the Purchaser Purchasers complying with its obligations under clause 5.3(c6.3(b), cause cause: (i) the persons listed in the fifth, sixth, third and seventh fourth columns in the table in Schedule 3 5; and (or ii) any other persons notified in writing by the Purchaser Purchasers to the Vendors before Completion) , to be appointed as directors, secretary, and public officer secretary or tax agent (as applicable) of each Group Company with effect from Completion; (ih) cause the resignation of the persons listed in the second, third, first and fourth second columns in the table in Schedule 3 5 as directors, alternate directors and secretary (as applicable) of each Group Company with effect from Completion; (ji) deliver to the Purchaser Purchasers a letter (in the form required by the PurchaserPurchasers) from each resigning officer of a Group Company person referred to in paragraph (h) above acknowledging that he or she has no Claim against any Group Company for breach of contract, loss of office, redundancy, compensation, payment or repayment of loans or otherwise, except for payments properly payable as an employee for accrued salary, bonuses, holiday pay and long service leave up to the Completion Date; (j) subject to any consent which may be required from the Australian Securities and Investments Commission (which, if required, must be sought by the Vendors before Completion) use its reasonable efforts to cause the resignation of the auditors of the Group with effect from Completion; (k) cause the revocation, with effect from Completion, of all authorities relating to bank accounts of each Group Company; (l) deliver to the Purchaser Purchasers all Records complete and up to date (other than those copies which the Vendors are entitled to retain under clause 5.67.6) by leaving or, if applicable, leave them at the places at the Properties at which they are usually located in the normal course of operations of the Business; (m) deliver to the Purchaser Purchasers the common seal (if any) of each Group Company; (n) deliver to the Purchaser Purchasers the ASIC corporate key for each Group Company; and (o) do all other things necessary or desirable to transfer the Sale Shares, to complete any other transaction contemplated by this agreement and to place the Purchaser Purchasers in effective control of the Group and the Business.

OBLIGATIONS OF THE VENDORS. At or before Completion, the Vendors must: (a) deliver to the Purchaser duly executed and completed transfers in favour of the Purchaser of the Shares in registrable form (except for the impression of stamp duty or other Taxes of a similar nature) together with the relevant share certificatescertificates (if any); (b) deliver to the Purchaser a duly executed and unconditional deeds deed of releaserelease of the Shares and the assets of the Company from any Security Interest, on terms satisfactory to the Purchaser, of the Shares free from any Security Interest and Purchaser (including pursuant to clause 2.3(c)) the assets of each Group Company from any Security Interest (other than a Permitted Security Interestif any); (c) produce to the Purchaser any power of attorney or other authority under which the transfers of the Shares are executedexecuted (if any); (d) deliver a duly executed copy of the Escrow Deed; (e) deliver a New Service Agreement duly executed by each Key Employee; (f) deliver to the Purchaser duly executed instruments irrevocably waiving in favour of the Purchaser all rights of pre-–emption which any person has in respect of any of the Shares (if any); (e) deliver to the Purchaser copies of any other consents and waivers required under clause 2; (f) deliver to the Purchaser copies of all surrenders or transfers required under clause 3; (g) cause the board of directors of the Company to resolve that the transfers of the Shares (subject only to the payment of stamp duty or other Taxes of a similar nature on the transfers) be approved and registered; (h) subject to the Purchaser complying with its obligations under clause 5.3(c5.3(b), cause the persons listed in the fifth, sixth, and seventh columns in the table in Schedule 3 (or any other persons notified in writing by the Purchaser to the Vendors before Completion) Completion to be appointed as directors, secretary, directors and public officer secretary (as applicable) of each Group the Company with effect from Completion; (i) cause the resignation of the persons listed in the second, third, and fourth columns in the table in Schedule 3 as directors and secretary (as applicable) of each Group Company with effect from Completion; (j) deliver to the Purchaser a letter (in the form required by the Purchaser) from each resigning officer of a Group Company acknowledging that he or she has no Claim against any Group Company for breach of contract, loss of office, redundancy, compensation, payment or repayment of loans or otherwise, except for payments properly payable as an employee for accrued salary, holiday pay and long service leave up to the Completion Date; (k) cause the revocation, with effect from Completion, of all authorities relating to bank accounts of each Group the Company as directed in writing by the Purchaser (if any); (j) cause the approval of the board of the Company of the appointment of Mxxx Xxxxxxxxx as a director of the Company; (lk) deliver to the Purchaser all Records complete and up to date (other than those which the Vendors are entitled to retain under clause 5.66.6) by leaving them at the places at the Properties at which they are usually located in the normal course of operations of the Business; (ml) deliver to the Purchaser the common seal (if any) of each Group the Company; (nm) deliver to the Purchaser the ASIC corporate key for each Group the Company; and (on) do all other things necessary or desirable to transfer the Shares, to complete any other transaction contemplated by this agreement and to place the Purchaser in effective control of the Group Company and the Business.