Common use of Seller’s obligations at Completion Clause in Contracts

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 the Company is changed to the address requested by the Buyer; and (v) all other action necessary to place the Buyer in operating control of the Company with effect from Completion is taken or done; (c) deliver to the Buyer a letter (in the form required by the Buyer) signed by each resigning officer (including any alternate directors) of the Company and acknowledging that he or she has no Claim against the Company for breach of contract, loss of office, redundancy, unfair dismissal, compensation, payment or repayment of loans or otherwise; (d) ensure that all matters or actions necessary to give effect to the resolutions of the Company passed in accordance with clause 5.2(b) are done or taken; (e) pay to the Company the following amounts (if any) paid by or accrued in the accounts of the Company: (i) any commissions or finders fees related to or in any way connected with the transactions contemplated by this Agreement; (ii) any legal, accounting or other professional adviser’s costs related to or in any way connected with the transactions contemplated by this Agreement; and (iii) any other costs of the Sellers relevant to the transactions contemplated by this Agreement that have been paid by or accrued in the accounts of the Company; and (f) do all other acts and execute all other documents that this Agreement requires the Sellers to do or execute at Completion.

Seller’s obligations at Completion. On or before 1.1 At Completion the Sellers must: (a) Seller shall deliver or cause to be delivered to the BuyerPurchaser: (ia) a duly executed transfer in respect of the Sale Shares duly completed in favour of the Buyer Purchaser or as it may direct; (b) the share certificates representing the Sale Shares (or an express indemnity in registrable a form satisfactory to the Purchaser in the case of any found to be missing); (c) confirmation that all bank security has been released on or before the Completion Date; (d) appoint such persons as the Purchaser may nominate as Directors of the relevant company; and (e) letters of resignation (expressed to be with effect from the end of the relevant meeting of the Boards of the Company and the Subsidiary from the Seller, acknowledging his resignation as a director of the Companies and that he has no claim outstanding for compensation or otherwise and executed as a deed by him in the agreed 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; (viiif) an original of the Xxxxxx Appointment Transitional Services Agreement duly executed by the Warrantorsigned on behalf of Mint Group Holdings Limited; (ixg) an original a release in the agreed form duly executed as a deed by Barclays Bank plc, releasing the Companies from the charge created by the Debenture dated 24 October 2005 between Barclays Bank plc and the Subsidiary and from the obligations of the Chong Appointment Agreement duly executed Subsidiary under the bank facilities provided by Xx Xx Xxxxx; andBarclays Bank plc to Mint Group Holdings Limited and its subsidiaries; (xh) a Land Registry official copy of the executed resolution Lease and certified copies (or copies of the Company certified copies) of any deed of variation to adopt a new Constitutionit; (b) cause circulating resolutions of the directors of the Company to be passed in which: (i) the registration Deed of Subordination in the agreed form (as referred to in Part 2 1(e) below) duly executed on behalf of the transfer to the Buyer of the Shares is, subject to payment of any Stamp Duty on them, approvedSeller; (iij) a Deed of Release in the persons nominated agreed form duly executed on behalf of each of Mint Bars and Clubs Limited, the Seller, Hxxx Xxxxxxx, Lxxxxxxx Xxxxxxx, Oxxxxx Xxxxxxxx and the Company in writing for that purpose by the Buyer and who have consented to so act, are appointed as directors, secretary and public officer respect 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 the Company is changed to the address requested by the Buyer; and (v) all other action necessary to place the Buyer in operating control of the Company with effect from Completion is taken or done; (c) deliver to the Buyer a letter (in the form required by the Buyer) signed by each resigning officer (including any alternate directors) release of the Company and acknowledging that he the Subsidiary from all obligations under a Demerger Agreement dated 29th November 2012 between Mint Bars and Clubs Limited, the Company, the Seller, Hxxx Xxxxxxx, Lxxxxxxx Xxxxxxx and Oxxxxx Xxxxxxxx. 1.2 The Seller shall deliver or she has no Claim against the Company for breach of contract, loss of office, redundancy, unfair dismissal, compensation, payment or repayment of loans or otherwise; (d) ensure that all matters or actions necessary cause to give effect be delivered to the resolutions of the Company passed in accordance with clause 5.2(b) are done or taken; (e) pay to the Company the following amounts (if any) paid by or accrued in the accounts of Purchaser as agent for the Company: (ia) any commissions or finders fees related to or in any way connected with all the transactions contemplated by this Agreement; Statutory and Minute Books of each of the Companies and their respective Common Seals, Certificates of Incorporation and Certificates of Incorporation on Change of Name (ii) any legal, accounting or other professional adviser’s costs related to or in any way connected with the transactions contemplated by this Agreementif any); and (iiib) any other costs certificates in respect of all issued shares in the capital of the Sellers relevant to the transactions contemplated by this Agreement that have been paid by or accrued in the accounts Subsidiary. 1.3 The Seller shall cause a meeting of the CompanyBoard of each of the Companies to be held at which the appropriate Board shall: (a) accept the letters of resignation referred to paragraph 1.1(e); and (fb) do all other acts (in the case of the Company's Board) vote in favour of the registration of the Purchaser as a member of the Company, subject only to the production of duly stamped and execute all other documents that this Agreement requires completed transfers in favour of the Sellers to do or execute at CompletionPurchaser in respect of the Sale Shares.

Seller’s obligations at Completion. On or before Completion the Sellers mustshall procure: (a) deliver or cause to be delivered the delivery to the BuyerPurchaser of: (i) a duly executed transfer of the Shares transfers in favour of the Buyer in registrable formPurchaser or its nominee(s) of all the Flagship Shares; (ii) share certificates duly executed transfer (or certificate of indemnity for a lost or destroyed certificate in agreed formgirata) in respect of all favour of the SharesPurchaser or its nominee(s) of the shares representing the Snoline Shareholding; (iii) duly executed written instruments irrevocably waiving the share certificate(s) representing the Flagship Shares (or an express indemnity in favour of a form satisfactory to the Buyer all pre-emptive rights (if any) which any person other than a Seller has Purchaser in respect the case of any of the Sharesfound to be missing); (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;First Demand Bank Guarantee. (v) to written evidence that the extent they relate to Sellers have obtained the Company, irrevocable waivers from the constitution, certificate of incorporation Banks in connection with the Loan Agreements as set out in subclause 3.2(b)(i) or registration (including any certificate of incorporation or registration on change of namethat the relevant requests for the above waivers have been duly filed with the Banks as set out in subclause 3.2(b)(ii), 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) written confirmation from the ASIC corporate key for Sellers that the CompanyShareholders’ Loan has been fully repaid, and that Snoline has no further liability thereunder; (vii) to the extent they relate to directorship agreement of Xx Xxxxx Xxxxxx with Xxxxxxx Italia S.r.l.and Lindsay Manufacturing in the Company, all financial and accounting books and Records, copies of Taxation returns lodged and assessments issued under Agreed Form duly executed by 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 Recordsrelevant executive; (viii) an original resignations of the Xxxxxx Appointment Agreement duly executed by the WarrantorMssrs. Xxxxxxxxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxx Covini as director of Snoline, in each case to be expressed to take effect on Completion and acknowledging that such director has no claim against Snoline whether for loss of office, accrued remuneration or otherwise; (ix) an original resignation of xx Xxxxx X. Muller as manager (dirigente) of Snoline, effective as of 31 December 2006; (x) signed copies of the Chong Appointment Agreement duly executed by Xx Xx Xxxxxminutes of the meetings referred to in paragraphs (b) below; and (x) a copy of the executed resolution of the Company to adopt a new Constitution; (b) cause circulating resolutions that a board meeting of the directors of the Company to be passed in whichFlagship is held at which it is resolved that: (i) the registration of the transfer to the Buyer of the Shares is, subject to payment of any Stamp Duty on them, approvedXx. Xxxxxxx X. Parod is appointed as additional director; (ii) the persons nominated stock transfer forms referred to in writing paragraph (a) above are approved 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 the Company is changed to the address requested by the Buyer; and (v) all other action necessary to place the Buyer in operating control of the Company with effect from Completion is taken or doneregistration; (c) deliver to the Buyer that a letter shareholders’ meeting of Snoline is held at which it is resolved that: (in the form required by the Buyeri) signed by each resigning officer (including any alternate directors) Messrs Xxxxx Xxxxxx, Xxxxxxx X. Xxxxx and Xxxx Xxxxxx are appointed as directors of Snoline, and Xx. Xxxxxxx X. Parod is appointed as chairman of the Company and acknowledging that he or she has no Claim against the Company for breach board of contract, loss of office, redundancy, unfair dismissal, compensation, payment or repayment of loans or otherwisedirectors; (d) ensure that all matters or actions necessary to give effect to the resolutions of Purchaser, Lindsay Manufacturing Co. and Xx Xxxxxx enter into the Company passed in accordance with clause 5.2(b) are done or taken; (e) pay to the Company the following amounts (if any) paid by or accrued Directorship Agreement in the accounts of the Company: (i) any commissions or finders fees related to or in any way connected with the transactions contemplated by this Agreement; (ii) any legal, accounting or other professional adviser’s costs related to or in any way connected with the transactions contemplated by this Agreement; and (iii) any other costs of the Sellers relevant to the transactions contemplated by this Agreement that have been paid by or accrued in the accounts of the Company; and (f) do all other acts and execute all other documents that this Agreement requires the Sellers to do or execute at CompletionAgreed Form.

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 Sale Shares in favour of the Buyer in registrable form; (ii) original share certificates (or certificate of indemnity for a if the original share certificates have been lost or destroyed certificate in agreed formdestroyed: a statutory declaration as to the loss or accidental destruction of such certificates and original replacement share certificates issued by the Company) in respect of all of the Sale Shares; (iii) original share certificates relating to the issued shares in each Group Company other than the Company (or if the original share certificates have been lost or destroyed: a statutory declaration as to the loss or accidental destruction of such certificates and original replacement share certificates issued by each relevant Group Company); (iv) duly executed written instruments irrevocably waiving in favour of the Buyer all pre-emptive and similar rights (if any) which any person other than a Seller has the Sellers have in respect of any of the Sale Shares; (ivv) copies of 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; (vvi) duly executed releases and discharges of all Encumbrances and any other Third Party interest registered against each Seller’s Shares, including any necessary financing statement discharge forms, each being in form and substance reasonably acceptable to the extent they relate to the Company, Buyer; (vii) 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 Laweach Group Company; (viviii) the ASIC corporate key for the each Group Company; (viiix) to the extent that they relate to are in the possession or control of the Sellers or any Group Company, all cheque books, 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; (viiix) an original a duly completed authority for the alteration of the Xxxxxx Appointment Agreement signatories of every bank account of each Group Company in the manner required by the Buyer; (xi) to the extent that they are in the possession or control of the Sellers or any Group Company, all Authorisations issued to any Group Company under any Law relating to its business activities; (xii) written evidence that each of the acts, matters or things set out in Schedule 10 have been completed, in each case in a form, substance and manner approved in writing by the Buyer, acting reasonably; (xiii) original reliance letters duly executed by Deloitte Touche Tohmatsu in respect of the Project Praxis final draft vendor due diligence report dated 18 October 2013, which do not include the Buyer or the Guarantor as a party and K&L Gates LLP in respect of the vendor legal due diligence report in relation to the Group dated 24 October 2013; (xiv) three duplicate copies of the Escrow Deed duly executed by the Warrantor; (ix) an original of the Chong Appointment Agreement duly executed by Xx Xx XxxxxSellers; and (xxv) a copy two duplicate copies of each Deed of Variation duly executed by the Company and each of Xxxxx Xxxxx, Xxx Xxxxxx and Xxxxxx Xxxxx separately; (xvi) three duplicate copies of each ESOP Option Cancellation Deed duly executed by the Company, the New Trustee and each of the ESOP Unitholders separately; and (xvii) two duplicate copies of each ESOP Option Call Deed duly executed resolution by each of the Company to adopt a new Constitution;ESOP Unitholders separately. (b) cause circulating resolutions of the directors of the each Group Company to be passed in which: (i) the registration of the transfer to the Buyer of the Sale 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 that Group Company; and (iii) unless otherwise directed by the Buyer, the existing directors, alternate directors, secretary and public officer of the each Group Company resign in writing from their respective offices with effect from Completion (without any payment as compensation for loss of office or otherwiseotherwise acknowledging that he or she has no Claim or basis for a Claim against the Group);; and (iv) with effect from Completion, the registered office of the each Group Company is changed to the address requested by the Buyer; and; (vc) all other action necessary to place if required by the Buyer in operating control and notified by the Buyer to the Sellers at least 2 Business Days before Completion, and subject to any consent required from ASIC (which, if required, must be sought by the Sellers before Completion), cause the resignation of the auditors of each Group Company with effect from Completion is taken or done; (c) deliver to with a written acknowledgment from the Buyer a letter (in the form required by the Buyer) signed by each resigning officer (including auditors confirming that they have no outstanding Claims of any alternate directors) of the Company and acknowledging that he or she has no Claim nature against the Company for breach of contract, loss of office, redundancy, unfair dismissal, compensation, payment or repayment of loans or otherwiseany Group Company; (d) ensure that all matters or actions necessary to give effect to the resolutions of the each Group Company passed in accordance with clause 5.2(b6.2(b) are done or taken; (e) pay to the Company the following amounts (if any) paid by or accrued in the accounts of the Company: (i) any commissions or finders fees related to or in any way connected with the transactions contemplated by this Agreement; (ii) any legal, accounting or other professional adviser’s costs related to or in any way connected with the transactions contemplated by this Agreement; and (iii) any other costs of the Sellers relevant to the transactions contemplated by this Agreement that have been paid by or accrued in the accounts of the Company; and (fe) do all other acts and execute all other documents (in form and substance agreed by the parties, acting reasonably) that this Agreement requires the Sellers to do or execute at CompletionCompletion to effect the transfer of the Sale Shares to the Buyer.

Seller’s obligations at Completion. On or before Completion the Sellers Seller must: (a) deliver or cause to be delivered to the Buyer: (i) an electronic copy of the contents of the Data Room as at the Calculation Time on a USB or sent via a link in the form agreed by the Buyer; (ii) a duly executed transfer of the Shares in favour of the Buyer in registrable form; (iiiii) share certificates (or certificate of indemnity for a lost or destroyed certificate in agreed form) in respect of all of the Shares; (iiiiv) 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; (ivv) 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; (vvi) to the extent they relate to the a Group 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 each Group Company in proper order and condition, fully entered up to the Completion Date and otherwise complying with all requirements under the Law; (vivii) the ASIC corporate key for the each Group Company; (viiviii) to the extent they relate to the a Group Company, all cheque books, 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; (viiiix) a duly completed authority for the alteration of the signatories of every bank account of each Group Company in the manner required by the Buyer; (x) an original counterpart of the Xxxxxx Appointment Specific Security Deed duly executed by the Seller; (xi) an original counterpart of the Transitional and Shared Services Agreement duly executed by the WarrantorSeller; (ixxii) an original of all current permits, licences and other documents issued to each Group Company under any Law relating to its business activities; (xiii) all usernames, logins and passwords for any Group Company’s online registrations including the Chong Appointment Agreement duly executed by Xx Xx XxxxxASIC key for each business name, the domain name registration for each domain name and the usernames and passwords for the Twitter Account; and (xxiv) a copy duly executed releases and discharges of all Encumbrances or other Third Party interests registered against the Shares or any other securities or assets of the executed resolution of Companies, each being in a form reasonably acceptable to the Company to adopt a new ConstitutionBuyer; (b) cause circulating resolutions of the directors of the each Group 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 that Group Company; and (iii) the existing directors, alternate directors, secretary and public officer of the each Group 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 the each Group Company is changed to the address requested by the Buyer; and (v) all other action necessary to place the Buyer in operating control of the Company Group with effect from Completion is taken or done; (c) deliver to the Buyer a letter (in the form required by the Buyer) signed by each resigning officer (including any alternate directors) of the a Group Company and acknowledging that he or she has they have no Claim against the any Group Company for breach of contract, loss of office, redundancy, unfair dismissal, compensation, payment or repayment of loans or otherwiseotherwise except payments properly payable to them as an employee for accrued and unpaid salary, allowances, benefits, superannuation, holiday pay and long service leave up to and including the Completion Date; (d) subject to any consent required from ASIC (which, if required, must be sought by the Seller before Completion), cause the resignation of the auditors of each Group Company with effect from Completion with a written acknowledgment from the auditors confirming that they have no outstanding Claims of any nature against any Group Company; (e) ensure that all matters or actions necessary to give effect to the resolutions of the each Group Company passed in accordance with clause 5.2(b6.2(b) are done or taken; (ef) pay to the Company Companies the following amounts (if any) paid by or accrued in the accounts of the CompanyCompanies: (i) any commissions or finders fees related to or in any way connected with the transactions contemplated by this Agreement; (ii) any legal, accounting or other professional adviser’s costs related to or in any way connected with the transactions contemplated by this Agreement; and (iii) any other costs of the Sellers Seller relevant to the transactions contemplated by this Agreement that have been paid by or accrued in the accounts of the CompanyCompanies; and (fg) do all other acts and execute all other documents that this Agreement requires the Sellers Seller to do or execute at Completion.

Seller’s obligations at Completion. On or before At 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 a 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) the constitution, certificate of incorporation or registration (including any consentscertificate of incorporation or registration on change of name), waivers or documents necessary to evidence to common seal (if any), all statutory registers, minute books, share certificates for each Group Company incorporated in Australia and other records of directors’ and shareholders’ meetings of each Group Company (other than the Buyer’s satisfaction that each records of directors’ and shareholders’ meetings of the Conditions has been and remains fulfilled or waived under clause 3.3Company) incorporated in Australia; (v) to at the extent they relate to offices of the Companyregistered agent of the relevant Group Companies, 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 books, share certificates for each Group Company not incorporated in Australia and other records of directors’ and shareholders’ meetings of the each Group Company not incorporated in proper order and condition, fully entered up to the Completion Date and otherwise complying with all requirements under the LawAustralia; (vi) the ASIC corporate key for the Companyeach Group Company incorporated in Australia; (vii) to the extent they relate to at the Company’s Head Office in Melbourne, all cheque books, financial and accounting books and Records, copies of Taxation returns lodged and lodged, copies of Tax assessments issued under by the Tax ActGovernment Agency, fringe benefits tax Tax returns, business activity statements, land tax Tax assessments, mortgages, leases, agreements, insurance policies, title documents, licences, certificates and all other RecordsRecords of each Group Company incorporated in Australia; (viii) an original at the offices of the Xxxxxx Appointment Agreement duly executed DHA in Singapore, all cheque books, financial and accounting books and Records, copies of Taxation returns lodged, copies of Tax assessments issued by the WarrantorGovernment Agency, fringe benefits Tax returns, business activity statements, land Tax assessments, mortgages, leases, agreements, insurance policies, title documents, licences, certificates and all other Records of each Group Company not incorporated in Australia; (ix) an original a duly completed authority for the alteration of the Chong Appointment Agreement duly executed signatories of every bank account of each Group Company in the manner required by Xx Xx Xxxxx; andthe Buyer; (x) all current permits, licences and other documents issued to any Group Company under any Law relating to its business activities; (xi) duly executed releases and discharges of all Encumbrances or other Third Party interests registered against the Shares or any other securities or assets of any Group Company, including any necessary ASIC forms 312, each being in a form reasonably acceptable to the Buyer (acting reasonably); (xii) duly executed releases from the existing directors, alternate directors, secretary and public officer of each Group Company who will resign in writing from their respective offices with effect from Completion, in favour of each Group Company in a form approved by the Buyer; (xiii) a cheque for all lodgement fees payable to ASIC for the release and discharge of the Encumbrances; (xiv) an executed copy of the SPL Opinion Letter; (xv) an executed copy of the SPL Guarantor’s Opinion Letter; (xvi) a copy of the duly executed resolution sale agreement in respect of the acquisition by the Company of all remaining shares in Eris, substantially in the form notified to adopt the Buyer prior to execution of that agreement; and (xvii) a new Constitutioncopy of the duly executed sale agreement in respect of the sale of Pharmasave by the Company, substantially in the form notified to the Buyer prior to execution of that agreement. (b) without limiting clause 4.2(a)(xi), procure that at no cost to the Company: (i) Bank of Western Australia Limited provides confirmation of the amount required to repay the Bank Debt (including principal, interest and any break cost or prepayment or other similar cost) and confirmation from Bank of Western Australia Limited that they are not entitled to make any Claim in respect of the Bank Debt; (bii) all amounts comprising the Bank Debt are fully paid or repaid (as applicable) using the funds provided by the Buyer under clause 3.4 and Item 1 of Schedule 15; (iii) the Company shall enter into the Closing Financing Documents; (iv) all Encumbrances listed in Schedule 3 or otherwise subsisting in respect of the Bank Debt are released and discharged by the relevant counterparties; (v) all documents necessary to: (A) give effect to, or to register or record the releases referred to in clause 4.2(b)(iv); or (B) to give effect to any of the other matters described in clauses 4.2(b)(i) to 4.2(b)(iv), are executed by all parties to them and are delivered to the Buyer; and (vi) reasonable evidence of the matters set out in clauses 4.2(b)(i) to (iii) are provided to the Buyer; (c) procure that at no cost to the Company or any member of the Group each Participating Executive provides to the relevant member of the Group a duly executed deed of termination and release in a form approved by the Buyer, terminating his or her entitlements under the relevant Executive Option Plan and releasing the Sellers, the Buyer and each member of the Group from their respective obligations under each Executive Option Plan (Deed of Termination and Release); (d) procure that at no cost to the Company or any member of the Group Xxxxxx Xxxxxx provides the Company and the Buyer with a duly executed deed of termination and release in a form approved by the Buyer, terminating Xxxxxx Xxxxxx’ employment and releasing the Sellers, the Buyer and each member of the Group from their respective obligations under his executive service contract; (e) cause circulating resolutions of the directors of the each Group Company (as relevant) 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, is 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 each relevant Group Company; and; (iii) the existing directors, alternate directors, secretary and public officer of the each Group Company resign in writing from their respective offices with effect from Completion (without any payment as compensation for loss of office or otherwise);, as requested by the Buyer; and (iv) with effect from Completion, the registered office of the each Group Company is changed to the address or addresses requested by the Buyer; (f) issue irrevocable written instructions to each of the following: (i) Chia Xx Xxxxx as resident company secretary of Ascent Pharmahealth Asia Pte. Ltd. and KW Corporate Advisory as corporate secretarial agent; (ii) Xxx Xxx Hai Patrick as resident company secretary of Drug Houses of Australia Pte. Ltd. and KW Corporate Advisory as corporate secretarial agent; (iii) Xxxxx & XxXxxxxx Nominees Limited as company secretary and corporate secretarial agent of Ascent Pharmahealth Hong Kong Ltd; and (viv) all other action necessary Lim Xxx Xxxx as resident company secretary and Yiap Xxxx Xxxxx, and Xxxx Xxx Lan as resident nominee directors of Ascent Pharmahealth Malaysia Sdn Bhd and the corporate secretarial agent, to place act from the Completion Date in accordance with the instructions of the Buyer and to hold all share certificates and corporate records then in operating control their possession to the order of the Company with effect from Completion is taken Buyer or donethe Company; (c) deliver to the Buyer a letter (in the form required by the Buyer) signed by each resigning officer (including any alternate directors) of the Company and acknowledging that he or she has no Claim against the Company for breach of contract, loss of office, redundancy, unfair dismissal, compensation, payment or repayment of loans or otherwise; (dg) ensure that all matters or actions necessary to give effect to the resolutions of the Company Group Companies passed in accordance with clause 5.2(b4.2(e) are done or taken; (eh) pay cause the Sellers’ Solicitor to deliver to the Company Buyer the following amounts (if any) paid by or accrued in the accounts of the Company: (i) any commissions or finders fees related to or in any way connected with the transactions contemplated by this Agreement; (ii) any legal, accounting or other professional adviserSellers’ Solicitor’s costs related to or in any way connected with the transactions contemplated by this AgreementUndertaking; and (iii) any other costs of the Sellers relevant to the transactions contemplated by this Agreement that have been paid by or accrued in the accounts of the Company; and (fi) do all other acts and execute all other documents that this Agreement requires the Sellers to do or execute at Completion.

Seller’s obligations at Completion. On or before Subject to the Buyer complying with its obligations under clause 1.2 of this Schedule 3, at Completion the Sellers Seller must: (a) deliver or cause give the Buyer the following documents, to be the extent that they have not been delivered to the BuyerBuyer already: (i) an extract of 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 Board of the directors of Seller approving 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 execution by the Buyer Seller of this Agreement 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 the Company is changed to the address requested by the Buyer; and (v) all other action necessary to place the Buyer in operating control of the Company with effect from Completion is taken or done; (c) deliver to the Buyer a letter (in the form required by the Buyer) signed by each resigning officer (including any alternate directors) of the Company and acknowledging that he or she has no Claim against the Company for breach of contract, loss of office, redundancy, unfair dismissal, compensation, payment or repayment of loans or otherwise; (d) ensure that all matters or actions necessary to give effect to the resolutions of the Company passed in accordance with clause 5.2(b) are done or taken; (e) pay to the Company the following amounts (if any) paid by or accrued in the accounts of the Company: (i) any commissions or finders fees related to or in any way connected with the transactions agreement contemplated by this Agreement; (ii) an extract of a resolution of the Seller (as sole shareholder of the Company) approving the execution by the Seller of this Agreement and any legal, accounting or other professional adviser’s costs related to or in any way connected with the transactions agreement contemplated by this Agreement; (iii) 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; (iv) 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; (v) a transfer of the Shares duly executed by the Seller in favour of the Buyer together with share certificates for the Shares showing the Seller as the registered holder; (vi) the written resignations of Mr. Hulala Sxxxxx Xxxxxx, Mx. Xxx Xxxxxxx, Mx. Xxx Xxxxxxxx and Mr. Gxxxxxxx Dxxxx Xxxxxxxxx as directors and Mr. Hulala Sxxxxx Xxxxxx as the secretary of the Company in the agreed form; and (vii) to the extent not in the possession of the Company, certificates of incorporation, common seals and all statutory and minute books (which shall be written up to, but not including, the date of Completion) of the Company. (b) procure that the following business is transacted at a meeting of the directors of the Company: (i) the directors of the Company shall approve registration of the transfers of the Shares to the Buyer and the entry of the Buyer in the register of members of the Company, in each case subject to the transfers being presented duly stamped; (ii) the situation of the registered office of the Company and the Company’s address for service shall be changed to that nominated by the Buyer; (iii) any other costs all existing mandates for the operation of the Sellers relevant to the transactions contemplated by this Agreement that have been paid by or accrued in the bank accounts of the CompanyCompany shall be revoked and new mandates issued giving authority to persons nominated in writing by the Buyer; (iv) all existing powers of attorney granted by the Company or the Board shall be revoked; and (fv) do all other acts Mx. Xxxx-Xxxxx Guillermou, Mr. Mxxx Geniteau and execute all other documents that this Agreement requires Mr. Epironi Tulele shall be appointed as directors of the Sellers Company, in each case subject to do or execute at Completionsuch person having consented to act.

Seller’s obligations at Completion. On or before Completion the Sellers must: (a) deliver or cause to be delivered to At Completion, the BuyerSeller must give the Buyer the following documents: (i) a duly executed 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 in favour of to the Buyer in registrable form;Buyer. (ii) share certificates (or certificate of indemnity for a lost or destroyed certificate in agreed form) in respect of all transfers completed share transfers of the Shares;Sale Shares to the Buyer, executed by or on behalf of the Seller. (iii) duly executed written instruments irrevocably waiving in favour powers of the Buyer all pre-emptive rights attorney (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 (xapplicable) a copy of the powers of attorney executed resolution by the Seller authorising its attorney to execute any of the Company to adopt a new Constitution;documents listed in this clause 2.1 of this Schedule 5 on behalf of the Seller. (biv) cause circulating name changes evidence that shareholder resolutions have been passed or that such other actions have been taken that may be necessary to change the registered company name of the directors Target Entity in accordance with clause 1.2(a) of this Schedule 5 and the Company to be passed cessation of business forms and changes in which:particulars forms executed, in accordance with clause 1.2(b) of this Schedule 5. (iv) board resolutions evidence that the registration board resolutions referred to in clause 1.3 of the transfer to the Buyer of the Shares is, subject to payment of any Stamp Duty on them, approved;this Schedule 5 have been passed. (iivi) the persons nominated in writing for that purpose by the Buyer and who have consented to so act, are appointed as directorsofficer resignations signed resignations of each director, secretary and public officer of the Company; andTarget Entity notified to the Seller under clause 1.1 of this Schedule 5. (iiivii) Executive Committee representatives evidence that the two persons notified by the Buyer pursuant to clause 1.1(e) of this Schedule 5 have been appointed to the Executive Committee, effective from Completion. (viii) receipt and deed of release for the Target Entity, evidence of receipt by the Seller's Head Company of payment of the Exit Payment or Exit Payments and execution of the deed of release from the Seller's Tax Sharing Agreements as contemplated by clause 6.8 of this deed. (ix) Indebtedness evidence of (1) the existing directors, alternate directors, secretary and public officer of the Company resign irrevocable elimination in writing from their respective offices with effect from Completion (without full for all indebtedness owing by any payment as compensation for loss of office or otherwise); (iv) with effect from Completion, the registered office of the Company is changed Seller Group Member to the address requested by the Buyer; and (v) all other action necessary to place the Buyer in operating control of the Company with effect from Completion is taken or done; (c) deliver to the Buyer a letter (in the form required by the Buyer) signed by each resigning officer (including any alternate directors) of the Company and acknowledging that he or she has no Claim against the Company for breach of contract, loss of office, redundancy, unfair dismissal, compensation, payment or repayment of loans or otherwise; (d) ensure that all matters or actions necessary to give effect to the resolutions of the Company passed Target Entity in accordance with clause 5.2(b6.5 of this deed and (2) are done or taken;the irrevocable elimination in full of all indebtedness owing by those entities to any Seller Group Member in accordance with 6.5(b) of this deed. (ex) pay Finished Product at Relevant Time the statement in respect of Finished Product as at the Relevant Time required by clause 6.7(d) of this deed. (xi) deeds of termination / termination notice evidence of the irrevocable termination of any intellectual property licence arrangements in relation to the Company the following amounts (if any) paid by or accrued in the accounts use of the Company: (i) any commissions or finders fees related to or in any way connected with Seller Trade Marks by the transactions contemplated by this Agreement; (ii) any legal, accounting or other professional adviser’s costs related to or in any way connected with the transactions contemplated by this Agreement; and (iii) any other costs of the Sellers relevant to the transactions contemplated by this Agreement that have been paid by or accrued in the accounts of the Company; and (f) do all other acts and execute all other documents that this Agreement requires the Sellers to do or execute at CompletionTarget Entity.

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 share transfer of forms (ordres de mouvement de titres) transferring title to the Shares in favour of to the Buyer in registrable formBuyer; (ii) share certificates duly executed tax filing forms (or certificate of indemnity for a lost or destroyed certificate in agreed formdéclaration de cession d’action, formulaire 2759) 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; (viv) to the extent they relate to the Company, the constitutionconstitution (statuts), certificate of incorporation or registration (Kbis) (including any certificate of incorporation or registration on change of name), common seal (if any), all statutory registersregisters (notably the share transfer registers – registre de mouvements de titres et comptes individuels d’actionnaires), 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; (viiv) to the extent they relate to the Company, all cheque books, 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, leasesdocuments, agreements, insurance policies, title documents, licences, certificates and all other Records; [***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (vi) a duly completed authority for the alteration of the signatories of every bank account of the Company in the manner required by the Buyer and notified in writing to the Company not less than 3 Business Days before the Completion Date; (vii) an original counterpart of the Retention Amount and Stakeholder Deed duly executed by each Seller and the Stakeholder; (viii) an original possession of all documents (such as the Xxxxxx Appointment Agreement duly executed by certificate of registration for each registered trade xxxx and registered patents and patent applications, and records showing who created the Warrantorwork in which there is copyright and on what term) evidencing title to, and all Information necessary to enable the Buyer to fully use and enjoy each item of Owned Intellectual Property Rights, including the Intellectual Property Licences; (ix) an original all current permits, licences and other documents issued to the Company under any Law relating to its business activities; (x) all usernames, logins and passwords for any of the Chong Appointment Agreement duly executed by Xx Xx XxxxxCompany’s online registrations; and (xxi) a copy duly executed releases and discharges of all Encumbrances or other Third Party interests registered against the executed resolution of the Company to adopt a new ConstitutionShares or any other securities, if any; (b) procure that: (i) the Financial Debt is fully paid out; (ii) all facility documents in respect of the Financial Debt and the obligations of the Company under those documents cease to be of any force or effect; (iii) all Encumbrances in respect of the Financial Debt are released by the relevant counterparties; and (iv) reasonable evidence of the matters set out in this clause 6.2(b) are provided to the Buyer, including a signed deed of release, releasing any security interest registered against the Company in respect of the Financial Debt in a form reasonably acceptable to the Buyer; (c) 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, approvedis acknowledged; (ii) the persons nominated resignation 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 directors 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); (ivoffice) with effect from Completion, the registered office of the Company is changed to the address requested by the Buyeracknowledged; and (viii) all other action necessary to place the Buyer in operating control of the Company with effect from Completion is taken or done; [***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (d) cause resolutions of the shareholders of the Company to be passed in which: (i) the persons nominated in writing for that purpose by the Buyer and who have consented to so act are appointed as directors of the Company; (cii) with effect from Completion, the registered office of the Company is changed to the address requested by the Buyer; (e) deliver to the Buyer a letter (substantially in the form required by the Buyerattached hereto as Schedule 9) signed by each resigning officer (including any alternate directors) of the Company and acknowledging that he or she has no Claim against the Company for breach of contract, loss of office, redundancy, unfair dismissal, employee compensation, payment or repayment of loans except payments properly payable to him or otherwiseher as an employee for accrued and unpaid salary, allowances, benefits, superannuation, holiday pay and long service leave, or as a consultant for consultancy services, up to and including the Completion Date; (df) inform the statutory auditors of the Company (commissaires aux comptes) of the Agreement and ask them whether they will accept a resignation, the Buyer hereby acknowledging that in accordance with applicable Law the statutory auditors are free not to accept a resignation and, accordingly, the Sellers shall not assume any liability in respect thereto; (g) ensure that all matters or actions necessary to give effect to the resolutions of the Company passed in accordance with clause 5.2(b6.2(c) and 6.2(d) are done or taken; (eh) pay to the Company the following amounts (if any) paid by or accrued in the accounts of the Company: (i) any commissions or finders fees related to or in any way connected with the transactions contemplated by this Agreement; (ii) save as disclosed in writing to the Buyer prior to the date of this agreement, any legal, accounting or other professional adviser’s costs related to or in any way connected with the transactions contemplated by this Agreement; and (iii) any other costs of the Sellers relevant to the transactions contemplated by this Agreement that have been paid by or accrued in the accounts of the Company; and (fi) do all other acts and execute all other documents that this Agreement requires the Sellers to do or execute at Completion.