Purchaser's Completion Obligations. Upon completion of all the matters referred to in Part 1 of Schedule 5 (Completion Obligations) in relation to the relevant Completion, if the Purchaser shall fail to comply with the requirements of Part 2 of Schedule 5 (Completion Obligations) and/or shall fail to complete the purchase of each of the Sale Shares the Sellers shall not be obliged to complete this Agreement.
Purchaser's Completion Obligations. 6. The matters to be undertaken by the Purchaser for the purposes of Clause 3.3 are as follows:
(i) pay to the Sellers' Solicitors Client Account the amounts set out in clause 2.2(a)(i) in immediately available funds by electronic transfer under the CHAPS system;
(ii) pay the amount of to be paid to the Company in respect of the subscription referred to in clause 3.4(i) by paying such amount to the Sellers’ Solicitors Client Account in immediately available funds by electronic transfer under the CHAPS system, on the basis this will then be applied in the manner referred to in clause 2.5(ii);
(iii) allot the Consideration Shares to the Sellers;
(iv) deliver to the Sellers' Solicitors a certificate in signed by the Purchaser's agent, Computershare, confirming the issuance of the Consideration Shares to the Sellers and registration of the same as restricted stock in the books of the Purchaser;
(v) deliver to the Sellers' Solicitors a certificate of the secretary of the Purchaser in the agreed form evidencing due authorisation of the execution of this Agreement and each of the other documents to be executed by the Purchaser and evidencing allotment of the Consideration Shares; and
(vi) deliver to the Sellers' Solicitors the Disclosure Letter, duly signed by the Purchaser.
1. If, prior to the payment of the Deferred Consideration becoming due in accordance with Clause 2.3, (the "Applicable Date") the Purchaser (acting reasonably and in good faith) has notified the Sellers of its entitlement to bring any Warranty Claim (not being a claim under the Warranties relating to tax or under the Tax Covenant, to which the provisions of paragraph 5 below shall apply), the Purchaser shall be entitled, subject to the provisions of this Schedule 7, to:
(i) delay the payment of such portion of the Deferred Consideration as is equal to 50% of the quantum of the Claim (determined in accordance with paragraph 2) (the "Deferred Consideration Withholding") until the date on which the Claim becomes a Substantiated Claim; and
(ii) give written notice the Escrow Agents pursuant to the Escrow Letter instructing them to retain such portion of the Escrow Monies as is equal to 50% of the quantum of the Claim (determined in accordance with paragraph 2) (the "Escrow Withholding") until the date on which the Claim becomes a Substantiated Claim.
2. For the purposes of this Schedule 7, the quantum of the Claim, and therefore the amount of the Deferred Consideration Withholding and Escrow With...
Purchaser's Completion Obligations. 1. The Completion
Purchaser's Completion Obligations. On the Completion Date, the Purchaser shall:
(a) pay in full to the Seller the Purchase Price owed to it in accordance with Article 3.2, by bank wire transfer of immediately available funds to the bank account of the Seller, details of which shall have been provided by the Seller at least five (5) Business Days prior to the Completion Date;
(b) duly execute the three (3) originals of the Confirmatory Transfer Agreement executed by the Seller;
(c) procure the necessary funding to the Target Entities and cause them to reimburse the Intra-Group Debt Repayment Amount to the Seller or the relevant Seller’s Affiliate;
(d) enter into the Transition Services Agreement with the Seller.
Purchaser's Completion Obligations. At Completion after confirmation by the Notary that the Completion Payment and, if applicable, the Debt Amount has been received in the Notary’s account, the Purchaser shall procure that the following actions are performed:
Purchaser's Completion Obligations. Upon completion of all the matters referred to in Part 1 of Schedule 6 (Completion Obligations) subject as referred to above, the Purchaser shall comply with the requirements of Part 2 of Schedule 6 (Completion Obligations).
Purchaser's Completion Obligations. At Completion, in additional to the Purchaser’s obligation to pay or procure the payment of the amounts as set forth in Clause 3.1, the Purchaser shall deliver or procured to be delivered to the Seller a certified copy of a written decision from the investment committee of the Purchaser approving the purchase of the Sale Share by the Purchaser. SCHEDULE 4
Purchaser's Completion Obligations. The Purchaser’s obligations (which are subject to the Seller complying with its obligations under paragraph 1) are to:
Purchaser's Completion Obligations. The Seller shall not be obliged to complete this Agreement unless the Purchaser delivers to Seller the Share Charge, in an agreed form, executed by Purchaser.
Purchaser's Completion Obligations. The matters to be undertaken by the Purchaser for the purposes of Clause 5.4 are as follows:
