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Signing Completion Notes

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Signing Completion Revision

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Workshop 6

Risk Allocation What

The Buyer Wants

The seller Wants

Compromise

Right to withdraw

The buyer wants to include a contractual right to withdraw form the purchase if a major problem occurs prior to completion. The amount of protection given to the buyer often depends on the original reason for imposing the condition

If the conditions is a requirement of the buyer, such as the need for shareholder approval on their part, then the seller may justifiable argue that the buyer should assume the risk of any delay

Agree to terminate automatically without any liability attaching to either party

Reasonable steps to satisfy the condition

Wants to impose the most onerous form "best endeavours"

Wants least onerous form "reasonable endeavours"

"all reasonable endeavours"

Long-stop date to satisfy the condition

(if B has to complete the condition it will want it waved)

(if S has to complete the condition it will want it waved)

Agree to terminate automatically without any liability attaching to either party

Closing Agenda(Workshop Task Part 1) Closing agenda:Having a list of what you need from whom is the essential part of the Closing Agenda, the right version of documents should be used and two copies should be made for each document.

Things to be deal with prior to exchange:


Transfer of Land Banking Arrangements and Debts Pensions

Documentation that needs to be signed and exchanged:

The SPA Tax Deeds

Documentation that needs to be handed over:





Share Transfer Form Share Certificate Disclosure documentation Letter of consent (with respect to those contracts where there is a change of control clause) Title over the Properties IP indemnity format

Workshop 6

An opinion by the local counsel

Completion Board Meeting:






This will be the Target Company's Board Meeting Approve the share transfers Appointment of Directors Acceptance of resignation of auditors Acceptance of resignation of Directors and Secretaries Approve the change of articles. Resolve to call a GM/circulate a WR

Workshop Task Part 2 See Points to Note and Note for WS (5)&(6)

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