POST-COMPLETION OBLIGATIONS. 16.1 The NCU shall ensure that the Project is operational at least 5 years after it has been completed. An ex-post evaluation of the Project may be carried out by Switzerland. Non compliance with this Project Agreement or with the Framework Agreement may give Switzerland reasons to take corrective action, including claiming the reimbursements of the Grant.
16.2 Switzerland has neither responsibility for nor obligation to ensuring the maintenance, the repair or the undertaking of any measures for ensuring the safety and protection of persons, equipment, installations, of all objects on site or in the vicinity.
16.3 The Contracting Parties shall store all documents concerning this Project Agreement and its implementation for 10 years after the end of the project as defined in art. 23.2 of this Project Agreement.
POST-COMPLETION OBLIGATIONS. (a) The Purchaser must procure, on or before the 5th Business Day after the Completion Date, the payment (after accounting for any PAYE Tax) of all Short Term Incentive Amounts payable to Key Employees at the Completion Date (as set out in Column A of Schedule 12).
(b) The Purchaser must procure, on or before the 5th Business Day after the date which is 12 months after the Completion Date (First Anniversary), the payment (after accounting for any PAYE Tax) of all Long Term Incentive Amounts payable to Key Employees at the First Anniversary (as set out in Column A of Schedule 12).
(c) The parties agree that no amount in respect of any superannuation payment or contribution will be deducted from any Short Term Incentive Amount or Long Term Incentive Amount payable to a Key Employee.
(d) The Purchaser is not required to pay any Long Term Incentive Amount to a Key Employee who has resigned as an Employee, or has been terminated for cause, prior to the First Anniversary.
(e) The aggregate amount not paid to any such Key Employees (Unpaid LTI Amount) must be treated as a further adjustment to the Purchase Price and the Purchaser must pay an amount equal to the (Unpaid LTI Amount, inclusive of all PAYE Tax) to the Seller on or before the 5th Business Day after the First Anniversary.
(f) The amount equal to the sum of:
(i) all Short Term Incentive Amounts owing to Key Employees at the Completion Date (as set out in Column D of Schedule 12) multiplied by 80%;
(ii) all Long Term Incentive Amounts at the First Anniversary (as set out in Column D of Schedule 12) multiplied by 80%; and
(iii) all on-costs (comprising superannuation, payroll tax and workers compensation payments) in relation to the amounts payable under sub-paragraphs (i) and (ii) above multiplied by 80%, will be recognised as part of Debt for the purpose of Schedule 5.
POST-COMPLETION OBLIGATIONS. 8.1 QIWI covenants that (i) within thirty (30) days of Completion Date 1, it shall cause to be registered on Form F-3 and the related prospectus supplement all but not less than all of the Subscription Shares 1 in the form of ADSs owned by the Investor to be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act; and (ii) within ten (10) days of Completion Date 2, it shall cause to be registered on a prospectus supplement to the Form F-3 previously filed pursuant to this clause 8.1 all but not less than all of the Subscription Shares 2 in the form of ADSs owned by the Investor to be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act. In both cases, QIWI shall maintain the effectiveness of such Form F-3 until all of the Subscription Shares included on such Form F-3 have been disposed of, if and to the extent that the Investor is deemed an affiliate of QIWI under the Securities Act as reasonably determined by QIWI. It shall be a condition precedent to the obligations of QIWI to take any action pursuant to this clause 8.1 with respect to the registration of the Subscription Shares that the Investor furnish to QIWI such information regarding itself and the intended method of disposition of the Subscription Shares and, prior to Completion 1, other information concerning the Group Companies (including any financial information of the Group Companies required to be filed pursuant to Form F-3) as is reasonably requested by QIWI to effect the registration of the Subscription Shares. Any such information furnished to QIWI by the Investor for use in the registration statement on Form F-3 shall not contain any omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All expenses incurred in connection with the registration of the Subscription Shares on Form F-3, including all registration, filing, and qualification fees, printers’ and accounting fees, and fees and disbursements of counsel for QIWI, shall be borne by QIWI.
8.2 The Investor Guarantor and the Investor agree and covenant with QIWI that they and their Affiliates and Related Parties will establish appropriate policies in accordance with best practices in the financial industry restricting the flow of information concerning QIWI, including any material non-public information, between the Otkritie Director and any division within ...
POST-COMPLETION OBLIGATIONS. Within 30 (thirty) calendar days after the Completion Date 1 QIWI shall execute and deliver (or procure the execution and delivery of) share certificate in respect of the Subscription Shares 1 to the Investor.
POST-COMPLETION OBLIGATIONS. (a) Unless alternative arrangements have been made for registration of the Transfer Instrument in accordance with clause 7(a), the Buyer will attend to lodgement of the Transfer Instrument at the Water Allocations Register within 7 days of Completion.
(b) Within 7 days of receiving written confirmation from the Water Allocations Register that the Water Allocation is registered in the name of the Buyer following lodgement of the Transfer Instrument under clause 8.3(a), the Buyer will provide the Seller with the written confirmation. 9 Completion Date The Completion Date will be 30 days after the later of:
(a) the Date of this Agreement; and
(b) date the Seller notifies the Buyer under clause 2.3. 10 Rights to terminate
10.1 Seller’s rights If at any time prior to Completion:
(a) any Law, plan or Government Directive has the effect of preventing Completion in accordance with clause 8 of this Agreement;
(b) an Insolvency Event occurs in respect of the Buyer;
(c) the Buyer fails to pay any moneys due and owing by it to the Seller under this Agreement; or
(d) (without limiting clause 10.1(c)), the Buyer breaches a condition of this Agreement, then the Seller may terminate this Agreement by notice in writing to the Buyer.
POST-COMPLETION OBLIGATIONS. (a) Unless alternative arrangements have been made for registration of the Transfer Instrument in accordance with clause 7(a), the Buyer will attend to lodgement of the Transfer Instrument at the Water Allocations Register within 7 days of Completion.
(b) Within 7 days of receiving written confirmation from the Water Allocations Register that the Water Allocation is registered in the name of the Buyer following lodgement of the Transfer Instrument under clause 8.3(a), the Buyer will provide the Seller with the written confirmation.
POST-COMPLETION OBLIGATIONS. 6.1 The Company undertakes with the Subscriber that the Subscription Funds paid by the Subscriber shall be used by the Company for and/or towards business expansion, capital expenditure, expenditure in respect of and/or in connection with a proposed Phase I Clinical Trial, the Listing Exercise, and/or as general working capital.
6.2 The Company undertakes to use its best endeavours at such time and on such terms as the Company deems appropriate, to take such steps as are necessary to undertake an initial public offering of the ordinary shares of the Company (“IPO”) on the United States of America’s National Association of Securities Dealers Automated Quotations (“NASDAQ”) or such other reputable securities exchanges as the Company may deem fit (the “Listing Exercise”).
6.3 The Subscriber agrees and undertakes to do all things and takes all steps as are necessary and/or deemed necessary from time to time by the Attorney of the Power of Attorney, (including but not limited to (a) the further execution, grant of additional and/or supplemental powers and/or ratification of such actions taken by the Attorney under, pursuant to the Power of Attorney and/or in respect of or in connection with the powers granted under the Power of Attorney and/or (b) pursuant to and/or in connection to the Listing Exercise herein or otherwise).
POST-COMPLETION OBLIGATIONS. 16.1. An ex-post evaluation of the Individual project may be carried out by Switzerland. Non compliance with the Project Agreement or with the Framework Agreement may give Switzerland reasons to take corrective action, including claiming the repayment of the Grant.
16.2. Switzerland has neither responsibility for nor obligation to ensuring the maintenance, the repair or the undertaking of any measures for ensuring the safety and protection of persons, equipment, installations, of all objects on site or in the vicinity.
16.3. The Contracting Parties shall keep all documents concerning this Project Agreement and its implementation for 10 years after completion of this Individual project.
POST-COMPLETION OBLIGATIONS. The parties must use all reasonable endeavours within their own respective capacities to ensure that the following things are done as soon as possible after Completion:
(a) the execution by the Proprietor of any assignment or licence as may be required to transition or licence the School IP in favour of MACS;
(b) the transition by the Proprietor of the Domain Name to MACS, including:
(i) doing all things necessary to transition the licence of the Domain Name to MACS and to give effect to MACS being recorded as the licensee of the Domain Name with the relevant domain name registrar; and
(ii) providing all user names and passwords needed for MACS to access the relevant websites, change ownership of the Domain Name and otherwise take control of any online presence held by or relating to the School Operation;
(c) the execution of a deed of novation for each Transitioning Contract identified for novation, or the entering into of new contracts by MACS, as contemplated under clauses 5.1(d) and 5.3;
(d) the transition of the Bank Accounts, School Investments and any School Loans, including that the parties must work with all relevant investors, banks and other lenders to effect the transitions;
(e) the completion and lodgement of all forms required to notify the Australian Securities and Investments Commission of the change in proprietorship of all relevant business names;
(f) the completion and lodgement of all required notifications with the Australian Charities and Not-for-Profits Commission and the Australian Taxation Office;
(g) the completion, execution and lodgement of all forms necessary to transition all Authorisations required by MACS to conduct the School Operation;
(h) the delivery of the documents and information referred to in clause 1.6; and
(i) the execution of any other document, or the undertaking of any other act, required to effect Completion.
POST-COMPLETION OBLIGATIONS. 11.1 Each of the ODL Management Sellers undertakes (in respect of themselves only) and the C-Corp Sellers undertake to the Buyer that -
(a) as soon as is practicable after Completion they shall use their best endeavours to obtain the release of each Group Company from any guarantee, indemnity or security given by such Group Company in connection with any liability of them or any Connected Person (including in connection with the EBT Plan) of any of any of them and they shall give any further guarantee, indemnity, security or similar obligation which may be required as a condition for such release;
(b) from Completion until such release is obtained they shall not and it shall procure that each Connected Person of them shall not do or omit to do any act or thing whereby the liability of any Group Company in respect of such guarantee, indemnity or security is increased or extended; and
(c) they shall fully indemnify, keep indemnified and hold harmless on demand the Buyer and each Group Company against all Losses which may be suffered or incurred by any of them and which arise out of or in connection with any such guarantee, indemnity or security.
11.2 As soon as practicable after Completion the ODL Management Sellers and C-Corp Sellers shall send to the Buyer (at such office as it shall specify for the purpose) all records, correspondence, documents, files, memoranda and other papers relating to the ODL Group not required to be delivered at Completion and which are not kept at the Properties.
11.3 The ODL Management Sellers and C-Corp Sellers undertake to the Buyer that they shall promptly upon demand provide all information as may be reasonably requested by the Buyer from time to time in order for the Buyer to assess and comply with its obligations to make withholdings in respect of Tax from amounts payable in respect of the Buyer Direct Consideration and Buyer Indirect Consideration.
