Prior to Completion Sample Clauses

Prior to Completion. The Vessel will be the sole risk of the Seller in all respects until Completion.

Prior to Completion. Owner shall authorize partial payments at the end of each calendar month or as soon thereafter as practicable if Contractor is satisfactorily performing the Agreement. Progress payments will be in an amount equal to: 95% of the Work completed. The withheld percentage of the Contract Price shall be retained until the Agreement is completed satisfactorily and finally accepted.

Prior to Completion. (A) Vodafone undertakes to keep Liberty Global reasonably informed of its estimates as to the Pre-Completion Vodafone Net Debt Adjustment and Pre-Completion Vodafone Working Capital Adjustment including (unless Liberty Global agrees otherwise) providing Liberty Global, at quarterly meetings or as otherwise agreed by the Sellers, with updates within 15 Business Days of the end of each calendar quarter (31 March, 30 June, 30 September and 31 December) of its estimates as to the Vodafone Net Debt and Vodafone Working Capital as at the end of the relevant calendar quarter in the format set out in Part E of Schedule 11 (Financial Adjustments: Amounts) (a “Vodafone Quarterly Update”), and, at the reasonable request of Liberty Global, meet with Liberty Global’s representatives to discuss any Vodafone Quarterly Update; and (B) Liberty Global undertakes to keep Vodafone reasonably informed of its estimates as to the Pre-Completion Liberty Global Net Debt Adjustment and Pre-Completion Liberty Global Working Capital Adjustment including (unless Vodafone agrees otherwise) providing Vodafone, at quarterly meetings or as otherwise agreed by the Sellers, with updates within 15 Business Days of the end of each calendar quarter (31 March, 30 June, 30 September and 31 December) of its estimates as to the Liberty Global Net Debt and Liberty Global Working Capital as at the end of the relevant calendar quarter in the format set out in Part E of Schedule 11 (Financial Adjustments: Amounts) (a “Liberty Global Quarterly Update”) and, at the reasonable request of Vodafone, meet with Vodafone’s representatives to discuss any Liberty Global Quarterly Update.

Prior to Completion. GSK and Haleon shall use all reasonable endeavours to procure the entering into by the respective parties thereto of such further agreements or documents as shall be necessary to give effect to the transactions set out in the Steps Plan, if and to the extent such agreements or documents are envisaged by the Steps Plan as occurring prior to Completion.

Prior to Completion. Progress Payments will be made in an amount equal to the percentage indicated in Item 109.5.2 of the General Provisions, but, in each case, less the aggregate of payments previously made and less such amounts as ENGINEER shall determine, or OWNER may withhold, in accordance with Item 109.4 of the General Provisions of the NCTCOG Specifications.

Prior to Completion. Landlord reserves and is hereby granted the right, at any time prior to occupancy by Tenant of Tenant’s Premises, upon not less than thirty (30) days’ written notice to Tenant, to relocate Tenant and to substitute as the Premises thereunder other Premises within the office building project for the Premises originally leased to Tenant at the time of the execution hereof; provided, however, that the substituted Premises shall contain an area not less or greater than one hundred twenty percent (120%) times the square footage contained in the original Premises, with a pro-rata adjustment to Base Rent as a result of the increase or decrease in the size of the Substituted Premises.

Prior to Completion if any of the Vendor’s Warranties set out in this Clause 7 and Schedule 2 is found to be untrue, inaccurate or misleading or has not been fully and/or punctually carried out in any respect, or in the event of the Vendor becoming unable or failing to do anything required under this Agreement to be done by it at or before the Completion Date, and if any of the aforesaid comes to the knowledge of the Vendor, the Vendor shall forthwith notify the Purchaser thereof, and in all these events, the Purchaser shall not be bound to procure the completion of the sale and purchase of the SPA Sale Shares and may by notice in writing rescind this Agreement, in which event the parties shall be discharged from their respective further obligations hereunder except for their obligations under Clauses 13, 15, 16 and 19 and without prejudice to the rights of either party in respect of antecedent breaches.

Prior to Completion. (a) the relevant parties shall provide each other with evidence that the Conditions have been satisfied; (b) the Sellers shall pass a resolution of the general meeting of N-Vision accepting the resignation of the members of the management board and the supervisory board of N-Vision as referred to under 2(b) below and relinquishing any claims N-Vision may have against such members, save for claims for misconduct and/or fraud with effect as of immediately after the execution of the notarial deed of the transfer of the Shares; (c) the Sellers shall procure that N-Vision passes a resolution of the general meeting of PTH in which the resignation of the members of the management board and the supervisory board of PTH as referred to under 2(b) below are accepted, with effect immediately after Completion and any claims PTH may have against such members, save for claims for misconduct and/or fraud are relinquished with effect as of immediately after the execution of the notarial deed of the transfer of the Shares; (d) the Sellers shall deliver to the Buyer evidence, reasonably satisfactory to the Buyer, that, with effect as of Completion, that the agreements listed in Appendix 9 to the Disclosure Letter have been terminated without payment of any termination fee or continuing liability to the TVN Group (other than accrued obligations); (e) the Sellers shall deliver to the Buyer evidence, reasonably satisfactory to the Buyer, that, with effect as of Completion, except as expressly provided otherwise in this agreement, (i) all financial indebtedness owed to N-Vision, PTH and any of the TVN Group by either the Sellers or any Related Person, as applicable, and (ii) all financial indebtedness owed by N-Vision, PTH and any of the TVN Group to either the Sellers or any Related Person, as applicable, has been fully paid; (f) the Sellers and the Buyer shall provide the Notary with a duly executed Notary Letter confirming, among other things, the amount in Euro of the Consideration, and shall request the Notary to countersign the Notary Letter and the Buyer shall pay to the Notary an amount equal to the Consideration; (g) the Parties shall request the Notary to confirm, and the Notary shall confirm, receipt of the Consideration on the Notary Account in accordance with the Notary Letter; and (h) the Sellers shall deliver to the Buyer the duly executed Deed of Termination.

Prior to Completion each of the parties shall not, and shall procure that each of its Affiliates or Representatives shall not, disclose any plans or intentions relating to the customers, agents or employees of, or other Persons with significant business relationships with, the Company or the Company Subsidiaries (including any of the Producers) without first obtaining the prior written approval of the other parties, which approval shall not be unreasonably withheld or delayed.

Prior to Completion the Seller shall deliver (or shall procure the delivery of) a Coverage Confirmation Letter to each of the reinsurers that provide cover under the Current Year Seller’s Group Reinsurance Policies.