Common use of Seller’s Completion obligations Clause in Contracts

Seller’s Completion obligations. On the Completion Date, the Seller shall: (a) deliver, or procure delivery of the following documents to the Purchaser: (i) share transfer form (ordre de mouvement) with respect to all Shares, duly completed and executed in favor of the Purchaser; (ii) the share transfer register and shareholders’ accounts of the Company, in which the Transaction shall have been duly registered; (iii) the share transfer register and shareholders’ accounts of ESCE in which the transfer of the ESCE share held by Laureate International B.V. to the benefit of the Company shall have been duly registered; (iv) the written resignations, effective upon Completion, of the directors, corporate officers (mandataires sociaux), officers (mandataires) or members of the Target Entities listed in Schedule 7.2(a)(iv) (or any other person appointed to replace any such director, corporate officer or officer prior to the Completion Date), without any further payment obligation or other liability of the relevant Target Entity; (v) the minutes of the meeting of the board of directors of the Company acknowledging the resignation, effective at the latest on Completion, of the Company from its duties in the board of trustees of the BILGI Education and Culture Foundation (BILGI Egitim ve Kültur Vakfi) in Turkey and in the board of directors of Somed Education Holding SA in Morocco; (vi) copies of the relevant documents evidencing the convening of a meeting of the relevant bodies of the Target Entities listed in Schedule 7.2(a)(vi) to be held on the Completion Date, immediately after Completion, whereby such bodies shall consider the items listed on the agenda (ordre du jour) notified by the Purchaser to the Seller at the latest ten (10) Business Days prior to the Completion Date; (vii) a statement signed by the Seller and the Company (acting both for itself and for and on behalf of all Target Entities party to the Intra-Group Loan Agreements) acknowledging the termination of the Intra-Group Loan Agreements, without any further payment obligation or other liability of the Target Entities, in accordance with Article 6.3; (viii) a statement signed by the Seller and the Company (acting both for itself and for and on behalf of all Target Entities party to the Trademark License Agreements) acknowledging the termination, with effect on the Completion Date, of the Trademark License Agreements, without any further payment obligation or other liability of the Target Entities; (ix) a statement signed by the Seller, its relevant Affiliate(s) and the Company (acting both for itself and for and on behalf of all Target Entities party to the Other Intra-Group Agreements) acknowledging the termination, with effect on the Completion Date, of the Other Intra-Group Agreements, without any further payment obligation or other liability of the Target Entities; (x) the reliance letters in a form reasonably satisfactory to the Purchaser from the relevant auditors expressly granting reliance on the Seller’s Reports; (xi) satisfactory documentation evidencing the release granted by any bank, financing institution or other third party in connection with any undertaking granted by any of the Target Entities to the benefit of the Seller, any of its Affiliates or any of their Representatives; and (xii) satisfactory documentation evidencing completion of the transfer of all the securities held by any Target Entity in BILGI Education and Culture Foundation (BILGI Egitim ve Kültur Vakfi) and Somed Education Holding SA to any third party (other than any other Target Entity) at arm’s length terms and without any further payment obligation or other liability of the Target Entities; (xiii) statutory accounts (comptes sociaux) of each Target Entity as of the Accounts Date which shall be audited and certified without reserve by the statutory auditors, or unaudited and not certified for CEPC which has no statutory auditors; (b) duly execute three (3) originals of the Confirmatory Transfer Agreement; (c) as the case may be, repay to each of the concerned Target Entities all amounts which the Seller or any of the Seller’s Affiliates may owe to them upon termination of the Intra-Group Loan Agreements, as determined in the Intra-Group Debt Statement; (d) enter into the Transition Services Agreement with the Purchaser.

Seller’s Completion obligations. On 2.1 The Sellers will be obliged to deliver to the Completion DatePurchaser (or otherwise make available to the satisfaction of the Purchaser): (a) transfers of the Shares duly executed (respectively) by the registered holders in favour of the Purchaser or its nominee(s) together with the relevant share certificates (or an indemnity in the agreed form) in the names of such registered holders; (b) certificates (or an indemnity in the agreed form) in respect of all issued shares in the capital of each of the Subsidiaries (other than Dage Test Systems (Suzhou) Limited, Dage Trading (Suzhou) Limited, Dage Deutschland GmbH, Dage Semiconductor GmbH, Dage Medixtec GmbH and Dage Electronic Europa- Vertrieb, GmbH); (c) the statutory registers and minute books (properly written up to the time immediately prior to Completion), the Seller shallcommon seal (if any), the certificate of incorporation (save in respect of Dage (Seasia) Pte. Limited and certain of the UK Companies) and (if applicable) any certificate of incorporation on change of name, of each UK Company and Dage (Seasia) Pte. Limited; (d) originals of the documents of title to Uxxxx 0 xxx 0, Xxxxxxxxx Xxxxxxxxxx Xxxxxx XX00 0XX and copies of the documents of title in relation to each of the other Properties; (e) originals of the documents of title to the “Patents Registered” as set out in Schedule 4 Part A save in respect of those patents registered with numbers EP815582 B1, 10-502618 and BE915, 09,516 in respect of which copies of documents of title will be provided; (f) the Tax Deed duly executed as a deed by or on behalf of the Warrantors; (g) the written resignation in the agreed form of Gxxxx Xxxxxx as a director of the Company; (h) the written resignation of the auditors of each UK Company in the agreed form to take effect from Completion containing the statements referred to in section 394(1) CA85 that they consider there are no such circumstances as are mentioned in that section; (i) a duly executed written resolution of the directors of Dage (Seasia) Pte. Limited to change its accounting reference date to 31 October; (j) a duly executed action of the board of directors of Dage Precision Industries Inc. by unanimous written consent to change its accounting reference date, replace Gxxxx Xxxxxxxx LLP as auditors and appoint Ernst & Young LLP as auditors. 2.2 The Warrantors will cause a board meeting of the Company to be held at which: (a) deliver, or procure delivery The transfers of the following documents Shares will be approved for registration (subject to their being duly stamped, which shall be a the cost of the Purchaser); (b) The resignation of Gxxxx Xxxxxx will be tendered and accepted so as to take effect at the close of the meeting; (c) Rxxxxx Xxxx will be appointed as an additional director; (d) The accounting reference date will be changed to 31 October; (e) Gxxxx Xxxxxxxx LLP will be resigned as auditors; and (f) Ernst & Young LLP will be appointed as auditors. 2.3 The Warrantors will cause a board meeting of each UK Company (other than the Company) to be held at which: (ia) share transfer form (ordre de mouvement) with respect to all Sharesin the case of Dage Precision Industries Limited only, duly completed and executed in favor of the PurchaserRxxxxx Xxxx will be appointed as an additional director; (iib) the share transfer register and shareholders’ accounts of the Company, in which the Transaction shall have been duly registeredaccounting reference date will be changed to 31 October; (iiic) the share transfer register and shareholders’ accounts Gxxxx Xxxxxxxx LLP will be resigned as auditors; and (d) Ernst & Young LLP will be appointed auditors. 2.4 The Warrantors will cause a board meeting of ESCE in Dage Test Systems (Suzhou) Co. Limited to be held at which the transfer accounting reference date for the production of the ESCE share consolidated group accounts will be changed to 31 October. 2.5 The Warrantors will cause a board meeting of Dage Trading (Suzhou) Co. Limited to be held by Laureate International B.V. to at which the benefit accounting reference date for the production of the Company shall have been duly registered;consolidated group accounts will be changed to 31 October. (iv) the written resignations, effective upon Completion, of the directors, corporate officers (mandataires sociaux), officers (mandataires) or members of the Target Entities listed in Schedule 7.2(a)(iv) (or any other person appointed to replace any such director, corporate officer or officer prior to the Completion Date), without any further payment obligation or other liability of the relevant Target Entity; (v) the minutes of the 2.6 The Warrantors will cause a meeting of the board of directors of the Company acknowledging the resignation, effective at the latest on Completion, of the Company from its duties in the board of trustees of the BILGI Education and Culture Foundation (BILGI Egitim ve Kültur Vakfi) in Turkey and in the board of directors of Somed Education Holding SA in Morocco; (vi) copies of the relevant documents evidencing the convening of a an extraordinary general meeting of the relevant bodies shareholders of the Target Entities listed in Schedule 7.2(a)(vi) Arctek Co. Limited to be held on the Completion Date, immediately after Completion, whereby such bodies shall consider the items listed on the agenda (ordre du jour) notified by the Purchaser at which its accounting reference date will be changed to the Seller at the latest ten (10) Business Days prior to the Completion Date; (vii) a statement signed by the Seller and the Company (acting both for itself and for and on behalf of all Target Entities party to the Intra-Group Loan Agreements) acknowledging the termination of the Intra-Group Loan Agreements, without any further payment obligation or other liability of the Target Entities, in accordance with Article 6.3; (viii) a statement signed by the Seller and the Company (acting both for itself and for and on behalf of all Target Entities party to the Trademark License Agreements) acknowledging the termination, with effect on the Completion Date, of the Trademark License Agreements, without any further payment obligation or other liability of the Target Entities; (ix) a statement signed by the Seller, its relevant Affiliate(s) and the Company (acting both for itself and for and on behalf of all Target Entities party to the Other Intra-Group Agreements) acknowledging the termination, with effect on the Completion Date, of the Other Intra-Group Agreements, without any further payment obligation or other liability of the Target Entities; (x) the reliance letters in a form reasonably satisfactory to the Purchaser from the relevant auditors expressly granting reliance on the Seller’s Reports; (xi) satisfactory documentation evidencing the release granted by any bank, financing institution or other third party in connection with any undertaking granted by any of the Target Entities to the benefit of the Seller, any of its Affiliates or any of their Representatives; and (xii) satisfactory documentation evidencing completion of the transfer of all the securities held by any Target Entity in BILGI Education and Culture Foundation (BILGI Egitim ve Kültur Vakfi) and Somed Education Holding SA to any third party (other than any other Target Entity) at arm’s length terms and without any further payment obligation or other liability of the Target Entities; (xiii) statutory accounts (comptes sociaux) of each Target Entity as of the Accounts Date which shall be audited and certified without reserve by the statutory auditors, or unaudited and not certified for CEPC which has no statutory auditors; (b) duly execute three (3) originals of the Confirmatory Transfer Agreement; (c) as the case may be, repay to each of the concerned Target Entities all amounts which the Seller or any of the Seller’s Affiliates may owe to them upon termination of the Intra-Group Loan Agreements, as determined in the Intra-Group Debt Statement; (d) enter into the Transition Services Agreement with the Purchaser31 October.

Seller’s Completion obligations. On the Completion DateAt Completion, the Seller shallmust do and deliver (or, where appropriate, ensure that the Company delivers) to the Buyer all things necessary or desirable to transfer the Sale Shares and to place the Buyer in effective control of the Company and the Business, including but not limited to: (a) deliver(Share transfers) duly executed and completed (by the Seller) transfers in favour of the Buyer (or its nominee) of the Sale Shares in registerable form; (b) (Share certificates) the share certificates for the Sale Shares (or a statutory declaration that the certificates have been lost or destroyed); (c) (Deed Poll) a written deed poll from the Seller in a form acceptable to the Buyer (acting reasonably) and effective from Completion, such deed poll to acknowledge that the Seller has no claim, or procure delivery basis for a claim against the Company in respect of its shareholding in the Company; (d) (Board Minutes) circular resolution of the following documents to directors of the PurchaserCompany, duly executed by Xx Xxxxxxxx, resolving the following, with effect from Completion: (i) share the transfer form (ordre de mouvement) with respect to all Shares, duly completed and executed in favor of the Purchaser;Sale Shares to the Buyer (or its nominee) be approved for registration, the securities registers of the Company be updated accordingly, any certificates issued to the Seller in respect of the Sale Shares be cancelled and new certificates be issued to the Buyer (or its nominee) in respect of the Sale Shares and the necessary regulatory filings occur; and (ii) to the share transfer register and shareholders’ accounts extent requested prior to Completion by the Buyer: (A) such persons as the Buyer nominates in writing to the Seller pursuant to clause 6.7 are appointed as directors and/or company secretary of the Company, in which the Transaction shall have been duly registered; (iiiB) the share transfer register and shareholders’ accounts of ESCE in which the transfer of the ESCE share held by Laureate International B.V. to the benefit registered office of the Company shall have been duly registeredis changed to the address the Buyer has nominated in writing to the Seller pursuant to clause 6.7; and (C) the bank account signatories of the Company are revised in such manner as the Buyer has nominated in writing to the Seller not less than two Business Days before Completion; (ive) (Books and Records) deliver to the written resignationsBuyer the Records, effective upon Completion, including the corporate registers (including any common seals and share certificates in respect of all Subsidiaries) and constitutions of each member of the directors, corporate officers (mandataires sociaux), officers (mandataires) or members of the Target Entities listed in Schedule 7.2(a)(iv) (or any other person appointed to replace any such director, corporate officer or officer prior Company by making them available to the Completion Date), without any further payment obligation or other liability of Buyer at the relevant Target Entityoffices where they are usually retained; (vf) (Common seal) the minutes common seal and the ASIC corporate key of the meeting of the board of directors of the Company acknowledging the resignation, effective at the latest on Completion, of the Company from its duties each Australian entity in the board of trustees of the BILGI Education and Culture Foundation (BILGI Egitim ve Kültur Vakfi) in Turkey and in the board of directors of Somed Education Holding SA in MoroccoCompany; (vig) copies (Disclosure Material) a USB containing a copy of the relevant documents evidencing the convening of a meeting of the relevant bodies of the Target Entities listed in Schedule 7.2(a)(vi) to be held on the Completion Date, immediately after Completion, whereby such bodies shall consider the items listed on the agenda (ordre du jour) notified by the Purchaser to the Seller at the latest ten (10) Business Days prior to the Completion Dateall Disclosure Material; (viih) (Exxten Release): a statement signed copy of the Exxten Release, duly executed by Xxxxxx and Xx Xxxxxxxx (on behalf of the Company); (i) (Head Office and Photocopier Arrangement): written confirmation from the Seller and the Company, duly executed by the Seller and the Company Xx Xxxxxxxx (acting both for itself and for and on behalf of all Target Entities party the Company), that the Head Office Arrangement is terminated and the Head Office Photocopier Contract has been novated to the Intra-Group Loan Agreements) acknowledging the termination of the Intra-Group Loan Agreements, without any further payment obligation or other liability of the Target Entities, in accordance with Article 6.3; (viii) a statement signed by the Seller and the Company (acting both for itself and for and on behalf of all Target Entities party to the Trademark License Agreements) acknowledging the terminationSeller, with effect on the Completion Date, of the Trademark License Agreements, without any further payment obligation or other liability of the Target Entities; (ix) a statement signed by the Seller, its relevant Affiliate(s) and the Company (acting both for itself and for and on behalf of all Target Entities party to the Other Intra-Group Agreements) acknowledging the termination, with effect on the Completion Date, of the Other Intra-Group Agreements, without any further payment obligation or other liability of the Target Entities; (x) the reliance letters in a form reasonably satisfactory to the Purchaser from the relevant auditors expressly granting reliance on the Seller’s Reports; (xi) satisfactory documentation evidencing the release granted by any bank, financing institution or other third party in connection with any undertaking granted by any of the Target Entities to the benefit of the Seller, any of its Affiliates or any of their RepresentativesCompletion; and (xiij) satisfactory documentation evidencing completion of all other things reasonable required to effect and complete the transfer of all the securities held transaction contemplated by any Target Entity in BILGI Education and Culture Foundation (BILGI Egitim ve Kültur Vakfi) and Somed Education Holding SA to any third party (other than any other Target Entity) at arm’s length terms and without any further payment obligation or other liability of the Target Entities; (xiii) statutory accounts (comptes sociaux) of each Target Entity as of the Accounts Date which shall be audited and certified without reserve this Agreement that are requested by the statutory auditors, or unaudited and not certified for CEPC which has no statutory auditors; (b) duly execute three (3) originals of the Confirmatory Transfer Agreement; (c) as the case may be, repay to each of the concerned Target Entities all amounts which the Seller or any of the Seller’s Affiliates may owe to them upon termination of the Intra-Group Loan Agreements, as determined in the Intra-Group Debt Statement; (d) enter into the Transition Services Agreement with the PurchaserBuyer.

Seller’s Completion obligations. On The Seller will be obliged to deliver to the Completion Date, relevant Purchaser (or otherwise make available to the Seller shall:satisfaction of the relevant Purchaser): (a) deliver, or procure delivery transfers of the following documents English Share and the German Shares duly executed (respectively) by the registered holders in favour of the relevant Purchaser or its nominee(s) together with the relevant share certificates in the names of such registered holders; (b) a counterpart of the German Share Transfer Agreement duly executed by EIL; (c) certificates in respect of all issued shares in the capital of each of the Subsidiaries and duly executed transfers of all shares in any Subsidiary held by any person other than a Group Company in favour of such persons as the relevant Purchaser shall direct; (d) the statutory registers (written up to the Purchasertime immediately prior to Completion), the common seal (if any), the certificate of incorporation and (if applicable) any certificate of incorporation on change of name, of each Group Company; (e) the documents of title to the Properties and the Registered IP; (f) the Tax Deed duly executed as a deed by or on behalf of the Seller; (g) all charges, mortgages, debentures and guarantees to which any Group Company is a party together with duly sealed discharges and (where applicable) forms No. 403a duly sworn and completed in respect of them and any covenants in connection with them; (h) the written resignations in the agreed form of Axxx Xxxxxxx as director of the English Company and as director and secretary of Expamet Fencing Limited, such resignations to take effect from Completion; and (i) the written resignation of the auditors of each Group Company in the agreed form to take effect from Completion containing the statements referred to in section 394(1) CA 85 that they consider there are no such circumstances as are mentioned in that section and to cause a board meeting of each UK Group Company to be held at which: (i) share transfer form (ordre de mouvement) with respect to all Shares, duly completed and executed in favor the case of the English Company only, the transfer of the English Share will be approved for registration (subject to their being duly stamped, which shall be at the cost of the UK Purchaser); (ii) all resignations provided for above will be tendered and accepted so as to take effect at the share transfer register and shareholders’ accounts close of the Company, in which the Transaction shall have been duly registeredmeeting; (iii) all persons nominated by the share transfer register UK Purchaser (in the case of directors, subject to any maximum number imposed by the relevant articles of association) will be appointed additional directors and shareholders’ accounts of ESCE in which the transfer of the ESCE share held by Laureate International B.V. to the benefit of the Company shall have been duly registeredappointed secretaries; (iv) the written resignationsall existing instructions and authorities to bankers will be revoked and will be replaced with alternative instructions, effective upon Completion, of the directors, corporate officers (mandataires sociaux), officers (mandataires) or members of the Target Entities listed in Schedule 7.2(a)(iv) (or any other person appointed to replace any such director, corporate officer or officer prior to the Completion Date), without any further payment obligation or other liability of the relevant Target Entity; (v) the minutes of the meeting of the board of directors of the Company acknowledging the resignation, effective at the latest on Completion, of the Company from its duties mandates and authorities in the board of trustees of the BILGI Education and Culture Foundation (BILGI Egitim ve Kültur Vakfi) in Turkey and in the board of directors of Somed Education Holding SA in Morocco; (vi) copies of the relevant documents evidencing the convening of a meeting of the relevant bodies of the Target Entities listed in Schedule 7.2(a)(vi) to be held on the Completion Date, immediately after Completion, whereby such bodies shall consider the items listed on the agenda (ordre du jour) notified by the Purchaser to the Seller at the latest ten (10) Business Days prior to the Completion Date; (vii) a statement signed by the Seller and the Company (acting both for itself and for and on behalf of all Target Entities party to the Intra-Group Loan Agreements) acknowledging the termination of the Intra-Group Loan Agreements, without any further payment obligation or other liability of the Target Entities, in accordance with Article 6.3; (viii) a statement signed by the Seller and the Company (acting both for itself and for and on behalf of all Target Entities party to the Trademark License Agreements) acknowledging the termination, with effect on the Completion Date, of the Trademark License Agreements, without any further payment obligation or other liability of the Target Entities; (ix) a statement signed by the Seller, its relevant Affiliate(s) and the Company (acting both for itself and for and on behalf of all Target Entities party to the Other Intra-Group Agreements) acknowledging the termination, with effect on the Completion Date, of the Other Intra-Group Agreements, without any further payment obligation or other liability of the Target Entities; (x) the reliance letters in a form reasonably satisfactory to the Purchaser from the relevant auditors expressly granting reliance on the Seller’s Reports; (xi) satisfactory documentation evidencing the release granted by any bank, financing institution or other third party in connection with any undertaking granted by any of the Target Entities to the benefit of the Seller, any of its Affiliates or any of their Representativesagreed form; and (xii) satisfactory documentation evidencing completion of the transfer of all the securities held by any Target Entity in BILGI Education and Culture Foundation (BILGI Egitim ve Kültur Vakfi) and Somed Education Holding SA to any third party (other than any other Target Entity) at arm’s length terms and without any further payment obligation or other liability of the Target Entities; (xiii) statutory accounts (comptes sociaux) of each Target Entity as of the Accounts Date which shall be audited and certified without reserve by the statutory auditors, or unaudited and not certified for CEPC which has no statutory auditors; (b) duly execute three (3) originals of the Confirmatory Transfer Agreement; (c) as the case may be, repay to each of the concerned Target Entities all amounts which the Seller or any of the Seller’s Affiliates may owe to them upon termination of the Intra-Group Loan Agreements, as determined in the Intra-Group Debt Statement; (d) enter into the Transition Services Agreement with the Purchaser.

Seller’s Completion obligations. On The Seller will be obliged to deliver to the Completion Date, Purchaser (or otherwise make available to the Seller shall:satisfaction of the Purchaser): (a) deliver, or procure delivery a copy of the following documents to the Purchaser: (i) share transfer form (ordre de mouvement) with respect to all Shares, duly completed and executed in favor of the Purchaser; (ii) the share transfer register and shareholders’ accounts of the Company, in which the Transaction shall have been duly registered; (iii) the share transfer register and shareholders’ accounts of ESCE in which the transfer of the ESCE share held by Laureate International B.V. to the benefit of the Company shall have been duly registered; (iv) the written resignations, effective upon Completion, of the directors, corporate officers (mandataires sociaux), officers (mandataires) or members of the Target Entities listed in Schedule 7.2(a)(iv) (or any other person appointed to replace any such director, corporate officer or officer prior to the Completion Date), without any further payment obligation or other liability of the relevant Target Entity; (v) the minutes of the meeting of the board of directors of the Company acknowledging the resignation, effective at the latest on Completion, of the Company from its duties in the board of trustees of the BILGI Education and Culture Foundation (BILGI Egitim ve Kültur Vakfi) in Turkey and in the board of directors of Somed Education Holding SA in Morocco; (vi) copies of the relevant documents evidencing the convening of a meeting of the relevant bodies directors of the Target Entities listed in Schedule 7.2(a)(vi) to be held on Seller authorising the Completion Date, immediately after Completion, whereby such bodies shall consider the items listed on the agenda (ordre du jour) notified by the Purchaser to the Seller at the latest ten (10) Business Days prior to the Completion Date; (vii) a statement signed execution by the Seller of this Agreement and the Company (acting both for itself and for and on behalf of all Target Entities party to the Intra-Group Loan Agreements) acknowledging the termination of the Intra-Group Loan Agreements, without any further payment obligation or other liability of the Target Entities, in accordance with Article 6.3; (viii) a statement signed by the Seller and the Company (acting both for itself and for and on behalf of all Target Entities party to the Trademark License Agreements) acknowledging the termination, with effect on the Completion Date, of the Trademark License Agreements, without any further payment obligation or other liability of the Target Entities; (ix) a statement signed by the Seller, its relevant Affiliate(s) and the Company (acting both for itself and for and on behalf of all Target Entities party to the Other Intra-Group Agreements) acknowledging the termination, with effect on the Completion Date, of the Other Intra-Group Agreements, without any further payment obligation or other liability of the Target Entities; (x) the reliance letters in a form reasonably satisfactory to the Purchaser from the relevant auditors expressly granting reliance on the Seller’s Reports; (xi) satisfactory documentation evidencing the release granted by any bank, financing institution or other third party in connection with any undertaking granted by any of the Target Entities to the benefit of the Seller, any of its Affiliates or any of their Representatives; and (xii) satisfactory documentation evidencing completion of the transfer of all the securities held by any Target Entity in BILGI Education and Culture Foundation (BILGI Egitim ve Kültur Vakfi) and Somed Education Holding SA to any third party (other than any other Target Entity) at arm’s length terms and without any further payment obligation or other liability of the Target Entities; (xiii) statutory accounts (comptes sociaux) of each Target Entity as of the Accounts Date which shall be audited and certified without reserve by the statutory auditors, or unaudited and not certified for CEPC which has no statutory auditorsTax Deed; (b) duly execute three (3) originals transfers of the Confirmatory Transfer AgreementShares duly executed by the Seller in favour of the Purchaser or its nominee(s) together with the relevant share certificates (or, in lieu of share certificates, indemnities in a form satisfactory to the Purchaser); (c) as the case may be, repay to each of IT Assignment Documents duly executed by the concerned Target Entities all amounts which the Seller or any of the Seller’s Affiliates may owe to them upon termination of the Intra-Group Loan Agreements, as determined in the Intra-Group Debt Statementparties thereto; (d) enter into agreed form claims or elections under paragraph 66 of Schedule 29 FA 2002 or Section 179A TCGA (as appropriate) to give effect to clause 14 (Joint elections) of the Transition Services Tax Deed; (e) the statutory registers and minute books (properly written up to the time immediately prior to Completion), the common seal (if any), the certificate of incorporation and (if applicable) any certificate of incorporation on change of name of each Company; (f) the Tax Deed duly executed as a deed by the Seller; (g) the Traxsys Supply Agreement with duly signed by AIDL and AID Inc; (h) the Purchaser.Deeds of Assignment executed as deeds by the parties thereto; (i) the Xxxxx Compromise Agreement duly executed by Xxxxxx Xxxxx and Xxxxxxxx; (j) the Releases duly executed by Wachovia Bank and the relevant Company; (k) certificates from each of the banks at which either Company maintains an account of the amount standing to the credit or debit of all such accounts as at the close of business on the last Business Day before the Completion meeting;