Subject to Completion. It is a condition precedent to the Purchaser's obligation to complete this Contract, that a sale of the Purchaser's Property is completed on or before the nominated for Sale Settlement Deadline. or The day of 20 or within days from Initials Initials Initials Initials Inspection Clause If this Contract is subject to a building inspection. All relevant details must be completed for the following clause to apply. The Purchaser may have reasonable access to the Property during the Building Inspection Period to inspect buildings and other improvements on the property personally or by agents, at the Purchaser's cost. If, strictly within the Building Inspection Period, the Purchaser serves on the Vendor: • a copy of a report, by a building inspector holding professional indemnity cover for that work or a licenced Building Services Provider under the Occupational Licensing Act 2005 (Tas), both: ○ specifying one or more defects in buildings and other improvements on the Property; and ○ certifying that the defects are likely to cost more to remedy than the Defect Limit; and • notice that the Purchaser terminates this Contract in response to that report, then the parties' obligations under this Contract end and the Purchaser is entitled to a refund of the Deposit, but neither party is otherwise entitled to compensation. Building Inspection Period (Complete) until the day of 20 or (Insert number of days) days from Defect Limit Either per cent of the Sale Price or $ Shorter Period Clause If selected below the Vendor may shorten the period to satisfy Special Clauses. The Vendor may, by notice in writing to the Purchaser, shorten to two (2) Business Days after the day on which that notice is given the period for satisfying: all of the special clauses to this Contract the following special clauses the Shorter Period Clause does not apply (Complete if there are attachments) The attached annexure page(s) are part of this Contract. • allow the Purchaser to terminate without penalty within a cooling off period; and • provide for sale as is/where is, without promises about physical condition, permits or certificates. Initials Initials Initials Initials The Standard Form Contract for Sale of Real Estate in Tasmania, as approved for use by the Law Society of Tasmania and the Real Estate Institute of Tasmania, is made up of two parts:
Subject to Completion the Parties shall use reasonable efforts to procure, with effect from Completion or as soon as practicable thereafter, the release of each Target Group Company from any Guarantees (whether or not joint or several, or both) given by, assumed by or binding upon that Target Group Company in relation to any Liability of the Seller or any other member of the Seller’s Group (excluding the Target Group Companies). From and after Completion, the Seller shall indemnify, defend and hold harmless the Purchasers and, as an irrevocable third-party stipulation (onherroepelijk derdenbeding) each Target Group Company against all amounts paid by any of them after Completion pursuant to any such Guarantees.
Subject to Completion the Parties agree that neither the Seller nor any member of the Seller’s Group shall be liable towards any Target Group Company or any other member of the Purchasers’ Group or vice versa in connection with the Disentanglement, except for the obligations expressly set out in this agreement.
Subject to Completion the Buyer must pay all trade payables in connection with the Business and moneys owing to suppliers to the Business which arise on and from the Effective Time. The Buyer must indemnify the Seller against and pay to the Seller the amount of any Indemnified Loss suffered or incurred by the Seller as a result of or arising from the Seller failing to comply with its obligations under this clause 6.
Subject to Completion the Buyer: (a) is entitled to: (i) the Post Signing Receivables; and (ii) the income of the Business in respect of the period on and from the Effective Time; and (b) must: (i) reimburse the Seller for Post Signing Payables paid prior to the Effective Time; (ii) pay the Post Signing Payables due for payment on or after the Effective Time; and (iii) pay the outgoings of the Business in respect of the period on and from the Effective Time which are not paid prior to the Effective Time.
Subject to Completion each of the Vendors agrees with and undertakes to the Purchaser that at any time and from time to time upon the written request of the Purchaser, it shall do, execute and perform such further acts, deeds, documents and things as the Purchaser may reasonably require :-
(a) effectively to vest beneficial ownership of the Sale Shares and the Sale Loans in the Purchaser or as it may direct free from all encumbrances;
(b) otherwise to give the full effect of this Agreement and confer the full benefit of this Agreement on the Purchaser (or such other person as it may direct); and
(c) for the purpose of enforcing the Purchaser's rights under this Agreement against any third party.
Subject to Completion the Buyer shall buy the Shares with effect from and including the Completion Date to the intent that as from that date all rights and advantages accruing to the Shares, including any dividends or distributions declared, made or paid on the Shares on or after that date shall belong to the Buyer.
Subject to Completion the Seller covenants and undertakes to each Buyer that in the period from (and excluding) the Locked Box Date up to (and including) Completion:
6.1.1 neither it, nor any of its Relevant Connected Persons has received or benefitted (or will receive or benefit) from any Leakage; and
6.1.2 no arrangement or agreement has been made or entered into (or will be made or entered into) that has resulted or will result in it or any of its Relevant Connected Persons receiving or benefitting from any Leakage.
Subject to Completion the Seller and the Purchaser shall observe and perform those provisions of Schedule 6 as are expressed to be observed and performed by each of them respectively.
Subject to Completion. Xxxxxxxx Jack Up agrees to procure the waiver of any right or restriction conferred upon any member of the Seller Group in relation to the Rigs or the Shares under the Rig Operator Articles or otherwise, including:
(a) any right of redemption, pre-emption, first refusal or transfer;
(b) any right relating to the terms of transfer and/or the consideration, interest and/or dividends receivable for or on any Rig or any Share; and
(c) any right to acquire any Rig or any Share.
