Seller’s obligations at Completion. On or before Completion the Sellers must:
(a) deliver or cause to be delivered to the Buyer:
(i) a duly executed transfer of the Shares in favour of the Buyer in registrable form;
(ii) share certificates (or certificate of indemnity for a lost or destroyed certificate in agreed form) in respect of all of the Shares;
(iii) duly executed written instruments irrevocably waiving in favour of the Buyer all pre-emptive rights (if any) which any person other than a Seller has in respect of any of the Shares;
(iv) any consents, waivers or documents necessary to evidence to the Buyer’s satisfaction that each of the Conditions has been and remains fulfilled or waived under clause 3.3;
(v) to the extent they relate to the Company, the constitution, certificate of incorporation or registration (including any certificate of incorporation or registration on change of name), common seal (if any), all statutory registers, minute books and other records of directors’ and shareholders’ meetings of the Company in proper order and condition, fully entered up to the Completion Date and otherwise complying with all requirements under the Law;
(vi) the ASIC corporate key for the Company;
(vii) to the extent they relate to the Company, all financial and accounting books and Records, copies of Taxation returns lodged and assessments issued under the Tax Act, fringe benefits tax returns, business activity statements, land tax assessments, mortgages, leases, agreements, insurance policies, title documents, licences, certificates and all other Records;
(viii) an original of the Xxxxxx Appointment Agreement duly executed by the Warrantor;
(ix) an original of the Chong Appointment Agreement duly executed by Xx Xx Xxxxx; and
(x) a copy of the executed resolution of the Company to adopt a new Constitution;
(b) cause circulating resolutions of the directors of the Company to be passed in which:
(i) the registration of the transfer to the Buyer of the Shares is, subject to payment of any Stamp Duty on them, approved;
(ii) the persons nominated in writing for that purpose by the Buyer and who have consented to so act, are appointed as directors, secretary and public officer of the Company; and
(iii) the existing directors, alternate directors, secretary and public officer of the Company resign in writing from their respective offices with effect from Completion (without any payment as compensation for loss of office or otherwise);
(iv) with effect from Completion, the registered office of t...
Seller’s obligations at Completion. (a) On Completion, the Sellers must give the Buyer the following documents:
1. share certificates share certificates for the Sale Shares or a declaration and undertaking as to missing certificates on terms satisfactory to the Buyer acting reasonably (as applicable).
Seller’s obligations at Completion. At Completion, the Seller shall do (or cause to be done) or deliver (or cause to be delivered) to the Purchaser the matters or items listed in part 1 of Schedule 3.
Seller’s obligations at Completion. (a) At Completion, the Seller must give the Buyer the following documents: Description Items to be provided 1 Transitional Services Agreement executed copies of the Transitional Services Agreement, in the agreed form or such other form agreed between the Seller and the Buyer in their absolute discretion.
Seller’s obligations at Completion. (a) At Completion, the Seller must give the Buyer the following documents: 1 share certificates share certificates for the Sale Shares and any other documents necessary to establish the Buyer’s title to the Sale Shares and that may be required for registration of the transfer of the Sale Shares to the Buyer. 2 share transfers completed share transfers of the Sale Shares to the Buyer, executed by or on behalf of the Seller. 3 powers of attorney (if applicable) a copy of the powers of attorney executed by the Seller authorising its attorney to execute any of the documents listed in this clause 2.1 of this Schedule 5 on behalf of the Seller.
Seller’s obligations at Completion. 1.1 At Completion the Sellers shall deliver or cause to be delivered to the Purchaser:
(a) transfers of the Sale Shares duly completed in favour of the Purchaser or as it may direct; and
(b) the share certificates representing the Sale Shares (or an express indemnity in a form satisfactory to the Purchaser in the case of any found to be missing).
Seller’s obligations at Completion. At Completion, the Seller shall:
(a) deliver (or cause to be delivered) to the Purchaser the items listed in part 1 of schedule 2 (the Purchaser receiving those items, where appropriate, as agent of the Company or the Irish Company); and
(b) procure that all necessary steps are taken properly to effect the matters listed in part 2 of schedule 2 at board meetings of each member of the Group and deliver to the Purchaser duly signed minutes of all such board meetings.
Seller’s obligations at Completion. (a) Subject to the Buyer complying with its obligations under clause 1.2 of this Schedule 3, at Completion the Seller must, to the extent that they have not been delivered to the Buyer already:
(1) deliver to the Buyer
(A) the Xxxxx Shoal Transfer duly executed by the registered holders of the Xxxxx Shoal Title;
(B) counterparts of the Deed of Assignment and Assumption duly executed by the parties to the Xxxxx Shoal JOA (including the Seller);
(2) deliver to the Buyer a copy of the document providing confirmation by Shell, PCA and XXX that they consent to the transfer of the Xxxxx Shoal Interests to the Buyer and that they waive their rights under Articles 12.3.A, 12.3.B and 12.3.C of the Xxxxx Shoal JOA in respect of this transfer;
(3) make available to the Buyer the Joint Operations Records; and
(4) deliver to the Buyer a certificate from a Specified Executive of the Seller certifying that no breach of a Fundamental Warranty is subsisting as at Completion.
Seller’s obligations at Completion. Subject to the Buyer complying with its obligations under clause 1.2 of this Schedule 3, at Completion the Seller must give the Buyer the following documents, to the extent that they have not been delivered to the Buyer already:
(a) a copy of the PRL 15 Transfer duly executed by the Seller;
(b) a copy of the PRL 15 JOA duly executed by the Seller;
(c) a copy of the Deed of Cross Charge (as defined in the PRL 15 JOA) duly executed by the Seller;
(d) a certified extract of a resolution of the Board of the Seller approving the execution by the Seller of this Agreement and any agreement contemplated by this Agreement;
(e) a DVD, initialled (for identification purposes only) by the Seller containing electronic copies of the items referred to in paragraphs (a) and (c) of the definition of Disclosure Materials; and
(f) any other document or agreement executed by the Seller or its Related Bodies Corporate that the parties agree in writing is to be delivered at Completion.
Seller’s obligations at Completion. At Completion, the Sellers shall:
(a) if not already provided to the reasonable satisfaction of the Purchaser, produce evidence to the reasonable satisfaction of the Purchaser of fulfillment of the Conditions;
(b) deliver (or cause to be delivered) to the Purchaser’s Solicitors who shall accept delivery on behalf of the Purchaser the items listed in part 1 of schedule 4 (the Purchaser’s Solicitors receiving those items, where appropriate, as agent of the Company); and
(c) procure that all necessary steps are taken properly to effect the matters listed in part 2 of schedule 4 at board meetings of the Company and deliver to the Purchaser duly signed minutes of all such board meetings.
