Common use of Conditions to Closing Clause in Contracts

Conditions to Closing. Section 6.1 General Conditions 76 Section 6.2 Conditions to Obligations of the Seller 77 Section 6.3 Conditions to Obligations of the Buyer 77 ARTICLE VII INDEMNIFICATION Section 7.1 Survival 79 Section 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 ARTICLE IX GENERAL PROVISIONS Section 9.1 Fees and Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 No Third-Party Beneficiaries 91 Section 9.8 Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Exhibit A Assumption Agreement Exhibit B Xxxx of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 (this “Agreement”), between Specialty Surgical Instrumentation Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”).

Appears in 2 contracts

Samples: Asset Purchase Agreement (BOVIE MEDICAL Corp), Asset Purchase Agreement (BOVIE MEDICAL Corp)

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Conditions to Closing. 24 Section 6.1 General 8.01. Buyer’s Conditions 76 Precedent 24 Section 6.2 8.02. Seller Parties’ Conditions Precedent 24 Article IX TAX MATTERS 25 Section 9.01. Tax Matters 25 Article X TERMINATION 28 Section 10.01. Termination Prior to Obligations of the Seller 77 Closing 28 Section 6.3 Conditions to Obligations of the Buyer 77 ARTICLE VII INDEMNIFICATION Section 7.1 Survival 79 Section 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 10.02. Effect of Termination 85 Prior to Closing 29 Article XI INDEMNIFICATION 29 Section 8.3 11.01. Indemnification of Buyer Termination Fee 86 29 Section 8.4 Additional Fees and 11.02. Indemnification of Seller 30 Section 11.03. Exclusive Remedies 30 Section 11.04. Survival 30 Section 11.05. Certain Limitations 31 Section 11.06. Indemnification Procedures 32 Section 11.07. Tax Treatment of Indemnification Payments 33 Article XII MISCELLANEOUS 33 Section 12.01. Expenses 87 ARTICLE IX GENERAL PROVISIONS 33 Section 9.1 Fees and Expenses 88 12.02. Notices 33 Section 9.2 Amendment and Modification 88 12.03. Interpretation 34 Section 9.3 Waiver 89 12.04. Headings 35 Section 9.4 Notices 89 12.05. Severability 35 Section 9.5 Interpretation 90 4 Section 9.6 12.06. Entire Agreement 91 36 Section 9.7 12.07. Successors and Assigns 36 Section 12.08. No Third-Party party Beneficiaries 91 36 Section 9.8 12.09. Amendment and Modification; Waiver 36 Section 12.10. Governing Law 91 Section 9.9 Law; Submission to Jurisdiction 91 Section 9.10 AssignmentJurisdiction; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 36 Section 9.15 12.11. Specific Performance 37 Section 12.12. Certain Understandings 37 Section 12.13. Counterparts 94 37 Section 9.16 Facsimile or .pdf Signature 94 12.14. Non-Recourse 37 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Exhibit A Assumption Agreement Exhibit B Xxxx of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET 12.15. Attorney-Client Privilege 38 STOCK PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 This Stock Purchase Agreement (this “Agreement”) is made and entered into as of this 29th day of December, 2022 (the “Effective Date”), between Specialty Surgical Instrumentation Inc.by and among Sweet Sixty, LLC, a Tennessee corporation Florida limited liability company (the “Buyer”), Xxxxxx Xxxx Fresh, LLC, a Delaware limited liability company (“Seller”) and Bovie Medical CorporationXxxxxx Xxxx Holdings, Inc., a Delaware corporation (“Holdings”, and, together with Seller, the “SellerSeller Parties”)). Each of the foregoing herein referred to as a “Party,” and collectively, the “Parties.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Benson Hill, Inc.), Stock Purchase Agreement (Benson Hill, Inc.)

Conditions to Closing. Section 6.1 General 9.01. Conditions 76 to Obligations of Each Party 174 Section 6.2 9.02. Conditions to Obligations of the Seller 77 175 Section 6.3 9.03. Conditions to Obligations of the Buyer 77 Acquiror 175 TABLE OF CONTENTS (Continued) ARTICLE VII X TERMINATION Section 10.01. Termination 176 Section 10.02. Notice of Termination 177 Section 10.03. Termination Upon Bankruptcy or Insolvency Proceedings 177 Section 10.04. Effect of Termination 178 ARTICLE XI INDEMNIFICATION Section 7.1 11.01. Survival 79 178 Section 7.2 11.02. Indemnification by the Seller 79 178 Section 7.3 11.03. Indemnification by the Buyer 80 Acquiror 183 Section 7.4 Procedures 80 11.04. Notification of Claims 183 Section 7.5 11.05. Payment 185 Section 11.06. Exclusive Remedies Not Affected by Investigation, Disclosure or Knowledge 82 190 Section 7.6 R&W Insurance Policy 83 11.07. Additional Indemnification Provisions 190 Section 7.7 Exclusive Remedy 83 11.08. Mitigation 192 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 ARTICLE IX XII GENERAL PROVISIONS Section 9.1 Fees and 12.01. Expenses 88 192 Section 9.2 Amendment and Modification 88 12.02. Notices 192 Section 9.3 Waiver 89 12.03. Public Announcements 193 Section 9.4 Notices 89 12.04. Severability 193 Section 9.5 Interpretation 90 4 Section 9.6 12.05. Entire Agreement 91 194 Section 9.7 12.06. Assignment 194 Section 12.07. No Third-Third Party Beneficiaries 91 194 Section 9.8 12.08. Amendment; Waiver 194 Section 12.09. Disclosure Letters 194 Section 12.10. Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 AssignmentLaw; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 195 Section 9.15 12.11. Rules of Construction 196 Section 12.12. Specific Performance 197 Section 12.13. Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 197 vi Exhibits Exhibit A Assumption Definitions Exhibit B Form of Transition Services Agreement Exhibit B Xxxx C Form of Sale Exhibit C Retained IP License Investor Rights Agreement Exhibit D Accessories Supply Form of Stock Purchase Contract Agreement Exhibit D-1 Initial Scheduled Stock Purchase Dates Exhibit D-2 Series C Make-Whole Table, Series D and Series E Generator Supply Make-Whole Table Exhibit D-2A Raw Make-Whole Table Legend Exhibit D-3 Maturity, and Certain Other Terms, of each series of Debt Securities Exhibit E Form of Special Asset Protection Agreement Exhibit F Transition Services Form of Indemnification Collateral Account Security and Control Agreement ASSET PURCHASE AGREEMENT ASSET Exhibit G Form of Hold Harmless Agreement Exhibit H Form of Opinion of Xxxxx & XxXxxxx LLP Exhibit I Methodology for the Calculation of Risk-Based Capital and Total Adjusted Capital Exhibit J Form of Opinion of Xxxxxxxx & Xxxxxxxx LLP Exhibit K Form of Pledge Agreement Exhibit L Form of Equity Unit Preferred Stock Certificate of Designations Exhibit M Agreed Procedures for Calculation of After-Tax Operating Earnings Exhibit N Form of Interim Preferred Stock Certificate of Designations Schedules Schedule I List of Transferred Subsidiaries Schedule 2.07(a)(iii) Actual Income Statement Worksheet Schedule 6.11A List of Certain Countries Schedule 6.11B List of Certain Additional Countries This STOCK PURCHASE AGREEMENT, dated as of July 9March 7, 2018 2010, is entered into by and among ALICO Holdings LLC, a Delaware limited liability company (this the AgreementSeller”), between Specialty Surgical Instrumentation American International Group, Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “SellerParent”), and MetLife, Inc., a Delaware corporation (the “Acquiror”).

Appears in 2 contracts

Samples: Pledge Agreement (Metlife Inc), Pledge Agreement (American International Group Inc)

Conditions to Closing. 45 Section 6.1 General 7.1. Mutual Conditions 76 45 Section 6.2 7.2. Conditions to the Obligations of Buyer 45 Section 7.3. Conditions to the Obligations of the Company and Seller 77 46 ARTICLE VIII. TERMINATION, AMENDMENT AND WAIVER Section 6.3 Conditions to Obligations of the Buyer 77 ARTICLE VII INDEMNIFICATION 8.1. Termination 47 Section 7.1 Survival 79 Section 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 8.2. Effect of Termination 85 48 ARTICLE IX. SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION 49 Section 8.3 Buyer Termination Fee 86 9.1. Survival of Representations 49 Section 8.4 Additional Fees 9.2. Indemnification 49 Section 9.3. Claims 50 Section 9.4. Limitations on Indemnification Obligations 52 Section 9.5. Exclusive Remedy 54 -ii- TABLE OF CONTENTS (continued) Page ARTICLE X. MISCELLANEOUS 54 Section 10.1. Notices 54 Section 10.2. Exhibits and Schedules 56 Section 10.3. Time of the Essence; Computation of Time 56 Section 10.4. Expenses 87 ARTICLE IX GENERAL PROVISIONS 56 Section 9.1 Fees and Expenses 88 10.5. Transfer Taxes 57 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 No Third-Party Beneficiaries 91 Section 9.8 10.6. Governing Law 91 57 Section 9.9 Submission to Jurisdiction 91 Section 9.10 10.7. Assignment; Successors 92 and Assigns; No Third Party Rights 57 Section 9.11 Enforcement 93 10.8. Counterparts 57 Section 9.12 Currency 94 10.9. Titles and Headings 57 Section 9.13 10.10. Entire Agreement 58 Section 10.11. Severability 94 58 Section 9.14 10.12. No Strict Construction 58 Section 10.13. Certain Understandings 58 Section 10.14. Specific Performance 58 Section 10.15. Dispute Resolution 58 Section 10.16. Waiver of Jury Trial 94 60 Section 9.15 Counterparts 94 10.17. Failure or Indulgence not Waiver 60 Section 9.16 Facsimile or .pdf Signature 94 10.18. Amendments 60 Section 9.17 Time of Essence 94 10.19. Legal Representation 61 ARTICLE XI. LIMITED GUARANTEE 61 Section 9.18 No Presumption Against Drafting Party 94 11.1. Limited Guarantee 61 Section 9.19 Investigation by the Buyer 95 11.2. Notice to Guarantor 62 Exhibits: Exhibit A Assumption Form of Escrow Agreement Exhibit B INDEX OF TERMS Page AAA 60 Accounting Firm 12 Accounting Principles 9 Advisor 26 Affiliate 1 Agreement 1 Allocation Schedule 40 Associate 1 Audited Financial Statements 15 Auditor 15 Business 43 Business Day 1 Buyer 1 Buyer Indemnitee 50 Buyer Indemnitees 50 Buyer Plans 35 Buyer Pre-Closing Period Return 38 Cash and Cash Equivalents Certificate of Incorporation 2 Certification of AFTAP 2 Claim Notice 51 Closing 13 Closing Balance Sheet 11 Closing Date 13 Closing Date Funded Indebtedness 9 COBRA 2 Code 2 Collateral Source 53 Company 1 Company Expenses 10 Company Intellectual Property Rights 2 Company Parties 29 Confidentiality Agreement 30 Contract 1, 2, 7 control 1 controlled by 1 D&O Indemnified Persons 37 Dechert 62 Dispute Notice 51 Disputed Purchase Price Items 11 Employee Benefit Plan 2 Environmental Laws 2 Environmental Permit 2 ERISA 2 INDEX OF TERMS (continued) Page ERISA Affiliate 3 ERISA Affiliate Plan 21 Escrow Account 11 Escrow Agreement 11 Escrow Amount 11 Escrow Funds 11 Estimated Purchase Price 10 Estimated Purchase Price Statement 10 Excluded Assets 44 Excluded Liabilities 45 Excluded Taxes 3 Final Purchase Price 12 Financial Statements 15 Fundamental Representations 50 Funded Indebtedness 9 GAAP 3 Governmental Authority 3 Guaranteed Obligations 63 Guarantor 63 Hazardous Substances 3 Healthcare Laws 3 HSR Act 4 Indemnified Party 51 Information Laws 4 Intellectual Property Right 4 Knowledge 5 Law 5 Leased Property 25 Liabilities 5 Lien 5 Loss 50 Material Adverse Effect 5 Material Contracts 23 Material Lease 25 Material Leases 25 Xx. Xxxx of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET 1 Multiemployer Plan 6 Multiple Employer Plan 6 Net Working Capital 9 Net Working Capital Adjustment 9 Non-Compete Period 43 Order 17 parties 1 PBGC 20 Periodic Taxes 6 -v- INDEX OF TERMS (continued) Page Permit Permitted Liens 6 Person 7 Pre-Closing Period 7 Proceeding 7 Property Taxes 7 Proposed Final Purchase Price 11 Proposed Final Purchase Price Statement 11 Purchase Price Purchase Price Dispute Notice 11 Recent Balance Sheet 7 Reference Amount 9 Related Party 7 Responsible Party 51 Reverse Termination Fee 49 Schedules 2 Section 338 Forms 39 Section 338(h)(10) Election 39, 43 Seller 1 Seller Indemnitee 50 Seller Indemnitees 50 Seller Pre-Closing Period Returns 37 Shares 7 Software 4 Straddle Period 7 Straddle Period Return 38 Subsidiary 7 Tax 7 Tax Claim Notice 41 Tax Indemnified Party 40 Tax Proceeding 18 Tax Responsible Party 40 Tax Return 8 Termination Date 48 Third Party Claim 52 Threshold 53 Trade Secrets 4 Transaction Documents 8 Transfer Taxes 58 under common control 1 Unresolved Purchase Price Items 12 STOCK PURCHASE AGREEMENT ASSET XXXXX PURCHASE AGREEMENT, dated as of July 9November 17, 2018 (this “Agreement”)2010, between Specialty Surgical Instrumentation by and among Kinray, Inc., a Tennessee New York corporation (the “BuyerCompany”), Xxxxxxx X. Xxxx Revocable Trust (“Seller”), and Bovie Medical CorporationCardinal Health, a Delaware Inc., an Ohio corporation (“Buyer” and, together with the Company and Seller, the “Sellerparties”), and, solely for the purposes of Section 6.1(b), 6.8(c), 6.9, 6.14 and Article XI, Xx. Xxxxxxx X. Xxxx (“Xx. Xxxx”).

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement

Conditions to Closing. 46 Section 6.1 General 7.1 Mutual Conditions 76 to Closing 46 Section 6.2 7.2 Conditions Precedent to Obligations of the Seller 77 DISH Parties 47 Section 6.3 7.3 Conditions Precedent to Obligations of the Buyer 77 ARTICLE VII INDEMNIFICATION Section 7.1 Survival 79 Section 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 EchoStar Parties 48 ARTICLE VIII TERMINATION INDEMNIFICATION 49 Section 8.1 Termination 83 Indemnification Obligations of EchoStar 49 Section 8.2 Indemnification Obligations of DISH 50 Section 8.3 Limitations on Indemnity 50 Section 8.4 Method of Asserting Claims 50 Section 8.5 Exclusive Remedy; Survival 51 ARTICLE IX TERMINATION 52 Section 9.1 Termination of Agreement 52 Section 9.2 Procedure Upon Termination 52 Section 9.3 Effect of Termination 85 53 ARTICLE X MISCELLANEOUS 53 Section 8.3 Buyer Termination Fee 86 10.1 Notices 53 Section 8.4 Additional Fees 10.2 Amendment; Waiver 54 Section 10.3 Counterparts; Signatures 54 Section 10.4 Assignment and Expenses 87 ARTICLE IX GENERAL PROVISIONS Binding Effect 54 Section 9.1 Fees and Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 10.5 Entire Agreement 91 55 Section 9.7 10.6 Severability 55 Section 10.7 Headings 55 Section 10.8 No Third-Third Party Beneficiaries 91 55 Section 9.8 10.9 Governing Law 91 55 Section 9.9 Submission to Jurisdiction 91 10.10 Expenses 55 Section 9.10 Assignment; Successors 92 10.11 Dispute Resolution 56 Section 9.11 Enforcement 93 10.12 Limited Liability 58 ARTICLE XI DEFINITIONS 58 Section 9.12 Currency 94 11.1 Certain Definitions 58 Section 9.13 Severability 94 11.2 Terms Defined Elsewhere in this Agreement 71 Section 9.14 Waiver 11.3 Other Definitional and Interpretive Matters 73 Annexes Annex A – BSS Satellites Schedules Schedule 1.2 – Pre-Closing Restructuring Schedule 1.4(a) – Transferred Assets Schedule 1.4(b) – Retained Assets Schedule 1.5(a) – Assumed Liabilities Schedule 1.5(b) – Excluded Liabilities Schedule 6.4(d) – Required Governmental Applications and Notices Schedule 6.12(a) – Intercompany Agreements Schedule 6.16 – Transfer of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Exhibit A Assumption Agreement Exhibit B Xxxx of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 (this “Agreement”), between Specialty Surgical Instrumentation Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”).Newco Common Stock Schedule 6.18 – EchoStar Credit Support Obligations Schedule 7.1(j) – EchoStar XXIII Consents

Appears in 2 contracts

Samples: Master Transaction Agreement (EchoStar CORP), Master Transaction Agreement (Hughes Satellite Systems Corp)

Conditions to Closing. Section 6.1 General Conditions 76 Section 6.2 34 8.1 Conditions to Obligations Obligation of the Seller 77 Section 6.3 Each Party to Close 34 8.2 Conditions to Obligations Buyer’s Obligation to Close 34 8.3 Conditions to the Company’s or Seller’s Obligation to Close 36 ARTICLE IX. TERMINATION 37 9.1 Termination 37 9.2 Effect of the Buyer 77 Termination 38 ARTICLE VII X. INDEMNIFICATION Section 7.1 Survival 79 Section 7.2 38 10.1 Indemnification by the Company and Seller 79 Section 7.3 38 10.2 Indemnification by the Buyer 80 Section 7.4 39 10.3 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 for Indemnification 40 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees XI. GENERAL 41 11.1 Press Releases and Announcements 41 11.2 Expenses 87 ARTICLE IX GENERAL PROVISIONS Section 9.1 Fees and Expenses 88 Section 9.2 41 11.3 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 41 11.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 42 11.5 Assignment 43 11.6 No Third-Third Party Beneficiaries 91 Section 9.8 Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment43 11.7 Severability 43 11.8 Complete Agreement 44 11.9 Schedules 44 11.10 Signatures; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver Counterparts 44 11.11 GOVERNING LAW 44 11.12 Specific Performance 44 11.13 Dispute Resolution 44 11.14 Construction 45 EXHIBITS EXHIBIT A Grant Deed EXHIBIT B Jxxxxx Employment Agreement EXHIBIT C Jxxxxx Non-Competition Agreement EXHIBIT D Luyben Jr. Employment Agreement EXHIBIT E Luyben Jr. Non-Competition Agreement EXHIBIT F Luyben Sr. Consulting Agreement EXHIBIT 3.5(a)(xii) Opinion of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time Seller Counsel EXHIBIT 3.5(a)(xvi) Right of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the First Refusal Agreement EXHIBIT 3.5(b)(vi) Opinion of Buyer 95 Exhibit A Assumption Counsel EXHIBIT G Substitution of Trustor Agreement Exhibit B Xxxx of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 (this “Agreement”), between Specialty Surgical Instrumentation Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”).SELLER DISCLOSURE SCHEDULE SECTION 4.4 Disposition Contracts SECTION 4.6 Certain Developments 3

Appears in 1 contract

Samples: Asset Purchase Agreement (Carriage Services Inc)

Conditions to Closing. Section 6.1 General Conditions 76 Section 6.2 Conditions to Obligations of the Seller 77 Section 6.3 Conditions 7.1Conditions to Obligations of the Buyer 77 ARTICLE VII INDEMNIFICATION at the Closing 55 Section 7.1 Survival 79 Section 7.2 Indemnification by 7.2Conditions to Obligations of the Seller 79 Section 7.3 Indemnification by Sellers at the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 Closing 57 ARTICLE VIII TERMINATION CERTAIN TAX MATTERS Section 8.1 Termination 83 8.1Treatment of Transaction 58 Section 8.2 Effect of Termination 85 8.2Transaction Consideration; Allocation 58 Section 8.3 Buyer Termination Fee 86 8.3Transfer Taxes 59 Section 8.4 Additional Fees and Expenses 87 8.4Tax Returns 59 Section 8.5Tax Proceedings 61 Section 8.6Cash Purchase Price Adjustment 62 ARTICLE IX GENERAL PROVISIONS Section 9.1 Fees 9.1Fees and Expenses 88 62 Section 9.2 Amendment and Modification 88 9.2Notices 62 Section 9.3 Waiver 89 9.3Interpretation 64 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 No 9.4Entire Agreement; Third-Party Beneficiaries 91 65 Section 9.8 Governing 9.5Governing Law 91 65 Section 9.9 Submission to Jurisdiction 91 9.6Assignment 65 Section 9.10 Assignment9.7Enforcement 65 Section 9.8Severability; Successors 92 Amendment and Waiver 66 Section 9.11 Enforcement 93 9.9Specific Performance 66 Section 9.12 Currency 94 9.10No Recordation 67 Section 9.13 Severability 94 9.11Time is of the Essence 67 Section 9.14 Waiver 9.12Counterparts 67 Section 9.13Waiver of Jury Trial 94 67 Section 9.15 Counterparts 94 9.14Representation 67 Section 9.16 Facsimile or .pdf Signature 94 9.15Releases 68 Section 9.17 Time 9.16Sellers’ Representative 69 ARTICLE X INDEMNIFICATION Section 10.1Survival 70 Section 10.2Indemnification by Sellers 71 Section 10.3Time Limitations 72 Section 10.4Limitations on Indemnification of Essence 94 the Purchaser Indemnified Parties 72 Section 9.18 No Presumption Against Drafting Party 94 10.5Subrogation and Rights 73 Section 9.19 Investigation 10.6Indemnification by the Buyer 95 73 Section 10.7Indemnification Procedures. 74 Section 10.8Other Indemnification Provisions 76 Section 10.9Escrow; Representation and Warranty Policy 77 ARTICLE XI TERMINATION Section 11.1Termination 78 Section 11.2Effect of Termination 79 EXHIBITS Schedule I Pro Rata Portions Exhibit A A-1 North Carolina Property Exhibit A-2 New Jersey Property Exhibit B Form of Seller Guarantee Exhibit C Form of Amended and Restated Services Agreement Exhibit D Form of Assignment and Assumption Agreement Exhibit B Xxxx E Form of Sale Acceptable Tenant Estoppel Exhibit C Retained IP License F Form of Restrictive Covenants Agreement Exhibit D Accessories Supply G Form of Escrow Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE The exhibits listed above have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that CyrusOne may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any exhibits so furnished. TRANSACTION AGREEMENT ASSET PURCHASE This TRANSACTION AGREEMENT, dated as of July 9February 4, 2018 2017 (this “Agreement”), between Specialty Surgical Instrumentation Inc.is made by and among Sentinel Properties – Durham, LLC, a Tennessee corporation Delaware limited liability company (the “NC Seller”), Xxxxx-Somerset, LLC, a New Jersey limited liability company (“RS”), Sentinel Properties – Franklin, LLC, a Delaware limited liability company (“SPF” and, together with RS, the “NJ Sellers” and, together with the NC Seller, the “Sellers”), Sentinel NC-1, LLC, a Delaware limited liability company (“SNC”), 800 Cottontail, LLC, a Delaware limited liability company (“800 Cottontail” and, together with SNC, the “Companies”), and CyrusOne LP, a Maryland limited partnership (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”).

Appears in 1 contract

Samples: Transaction Agreement (CyrusOne Inc.)

Conditions to Closing. Section 6.1 General 8.01. Conditions 76 to Each Party’s Obligation 70 Section 6.2 8.02. Conditions to Obligations of the Seller 77 70 Section 6.3 8.03. Conditions to Obligations of the Buyer 77 Purchaser 71 ARTICLE VII INDEMNIFICATION IX TERMINATION, AMENDMENT AND WAIVER Section 7.1 Survival 79 9.01. Termination 72 Section 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 9.02. Effect of Termination 85 72 ARTICLE X INDEMNIFICATION Section 8.3 Buyer Termination Fee 86 10.01. Indemnification; Remedies 72 Section 8.4 Additional Fees and Expenses 87 10.02. Notice of Claim; Defense 75 Section 10.03. Special Indemnity 76 Section 10.04. No Duplication; Exclusive Remedy 77 Section 10.05. Limitation on Set-off 77 Section 10.06. Mitigation 78 Section 10.07. Potential Contributors 78 TABLE OF CONTENTS (continued) Page ARTICLE IX XI GENERAL PROVISIONS Section 9.1 Fees and 11.01. Waiver 78 Section 11.02. Expenses 88 78 Section 9.2 Amendment and Modification 88 11.03. Notices 78 Section 9.3 Waiver 89 11.04. Headings 79 Section 9.4 Notices 89 11.05. Severability 79 Section 9.5 Interpretation 90 4 Section 9.6 11.06. Entire Agreement 91 79 Section 9.7 11.07. Assignment 80 Section 11.08. No Third-Party Beneficiaries 91 80 Section 9.8 11.09. Amendment 80 Section 11.10. Governing Law 91 Section 9.9 Law; Submission to Jurisdiction 91 Section 9.10 AssignmentJurisdiction; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 80 Section 9.15 11.11. Counterparts 94 81 Section 9.16 Facsimile or .pdf Signature 94 11.12. No Presumption 81 Section 9.17 11.13. Availability of Equitable Relief 81 Section 11.14. Time of Essence 94 81 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 11.15. Construction of Agreements 81 Seller Disclosure Schedule Exhibits Exhibit A Assumption ATLAS OCSP Software License Agreement Exhibit B Xxxx of Sale and Assignment and Assumption Agreements Exhibit C Retained IP Commercial Agreements Exhibit D Intellectual Property Assignment Agreements Exhibit E Intellectual Property License Agreement Exhibit D Accessories Supply Agreement F Current Asset and Current Liability Accounts Included in the Modified Working Capital; Calculation Principles; Estimated Modified Working Capital Exhibit E Generator Supply Agreement G Product and Services Extensions Exhibit F H Transition Services Agreement ASSET PURCHASE TABLE OF CONTENTS (continued) Page Exhibit I Trademark License Agreement Exhibit J Website Agreement Exhibit K Employment Offer Exceptions Exhibit L Preliminary Acquisition Structure ACQUISITION AGREEMENT ASSET PURCHASE AGREEMENT, This ACQUISITION AGREEMENT is dated as of July 9May 19, 2018 (this “Agreement”)2010, between Specialty Surgical Instrumentation Inc.VERISIGN, a Tennessee corporation (the “Buyer”), and Bovie Medical CorporationINC., a Delaware corporation (the “VeriSign” or “Seller”), and SYMANTEC CORPORATION, a Delaware corporation (“Purchaser”).

Appears in 1 contract

Samples: Acquisition Agreement (Verisign Inc/Ca)

Conditions to Closing. 66 Section 6.1 General Conditions 76 Section 6.2 7.1. Conditions to the Obligations of Each Party 66 Section 7.2. Conditions to the Obligations of the Seller 77 Plan Investor 68 Section 6.3 7.3. Conditions to the Obligations of the Buyer 77 Company 68 Section 7.4. Frustration of Closing Conditions 69 ARTICLE VII INDEMNIFICATION VIII. TERMINATION 69 Section 7.1 Survival 79 8.1. Termination 69 Section 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 8.2. Effect of Termination 85 71 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional 8.3. Fees and Expenses 87 71 ARTICLE IX GENERAL PROVISIONS IX. BANKRUPTCY COURT MATTERS 74 Section 9.1 Fees 9.1. PFA Order 74 ARTICLE X. MISCELLANEOUS 74 Section 10.1. Governing Law 74 Section 10.2. Jurisdiction; Forum; Service of Process; Waiver of Jury Trial 74 Section 10.3. Successors and Expenses 88 Assigns 74 Section 9.2 10.4. Entire Agreement; Amendment and Modification 88 74 Section 9.3 Waiver 89 10.5. Disclosure Schedule References; Data Room Disclosures 75 Section 9.4 10.6. Notices 89 75 Section 9.5 Interpretation 90 4 10.7. Delays or Omissions 76 Section 9.6 Entire Agreement 91 10.8. Counterparts 76 Section 9.7 10.9. Severability 76 Section 10.10. Headings 77 Section 10.11. No Third-Party Beneficiaries 91 77 Section 9.8 Governing Law 91 10.12. No Survival 77 Section 9.9 Submission to Jurisdiction 91 10.13. Fees and Expenses 77 Section 9.10 Assignment; Successors 92 10.14. No Public Announcement 77 Section 9.11 Enforcement 93 10.15. Specific Performance 77 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver 10.16. Construction 77 Exhibits Exhibit A: Form of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Exhibit A Assumption Voting Agreement Exhibit B Xxxx B: Form of Sale Exhibit C Retained IP License Shared Services Agreement Exhibit D Accessories Supply C: Form of CVR Instrument Exhibit D: Form of Loan Notes Deed Poll Exhibit E: Form of Registration Rights Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE Disclosure Schedules Company Disclosure Schedule Plan Investor Disclosure Schedule PLAN FUNDING AGREEMENT ASSET PURCHASE AGREEMENTTHIS PLAN FUNDING AGREEMENT (as it may be amended, dated as of July 9restated, 2018 (supplemented or otherwise modified from time to time, this “Agreement”)) is made as of May 20, 2019, by and between Specialty Surgical Instrumentation Aegerion Pharmaceuticals, Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “SellerCompany”), and Amryt Pharma plc, a company incorporated in England and Wales with the registered number 05316808 and registered address at Dept 920a 000 Xxxx Xxxx, Xxxx Xxxxx, Xxxxxx, Xxxxxxx, X00 0XX (the “Plan Investor” and, together with the Company, the “Parties” and each a “Party”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in Article I hereof.

Appears in 1 contract

Samples: Plan Funding Agreement (Amryt Pharma PLC)

Conditions to Closing. 46 Section 6.1 General Conditions 76 Section 6.2 7.1 Conditions to the Obligations of the Seller 77 Both Parties 46 Section 6.3 7.2 Conditions to Obligations the Obligation of Purchaser 47 Section 7.3 Conditions to the Buyer 77 Obligation of Seller 47 Section 7.4 Frustration of Closing Conditions 48 ARTICLE VII VIII SURVIVAL; INDEMNIFICATION 48 Section 7.1 8.1 Survival 79 of Representations and Warranties 48 Section 7.2 8.2 Indemnification by the Seller 79 49 Section 7.3 8.3 Indemnification by the Buyer 80 Purchaser 49 Section 7.4 Procedures 80 8.4 Limitations on Indemnification; Mitigation 49 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 8.5 Losses Net of Insurance; Etc. 50 Section 7.6 R&W Insurance Policy 83 8.6 Indemnification Procedure 51 Section 7.7 Exclusive Remedy 83 8.7 Third-Party Claims 52 TABLE OF CONTENTS (continued) Page Section 8.8 Right of Set-Off 53 Section 8.9 Interpretation of Representations and Warranties 53 Section 8.10 Sole Remedy; Waiver 54 ARTICLE VIII IX TERMINATION 54 Section 8.1 9.1 Termination 83 54 Section 8.2 9.2 Notice of Termination 55 Section 9.3 Effect of Termination 85 55 ARTICLE X GENERAL PROVISIONS 56 Section 8.3 Buyer Termination Fee 86 10.1 Notices 56 Section 8.4 Additional 10.2 Rules of Construction 57 Section 10.3 Time of the Essence 57 Section 10.4 Binding Effect; Benefit; Assignment; Joinder 57 Section 10.5 Entire Agreement; Amendment 57 Section 10.6 Interpretation 58 Section 10.7 Extension; Waivers 58 Section 10.8 Fees and Expenses 87 ARTICLE IX GENERAL PROVISIONS 59 Section 9.1 Fees and Expenses 88 10.9 Severability 59 Section 9.2 Amendment and Modification 88 10.10 Execution in Counterparts 59 Section 9.3 Waiver 89 10.11 Specific Enforcement 59 Section 9.4 Notices 89 10.12 Governing Law; Jurisdiction 60 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 No Third-Party Beneficiaries 91 Section 9.8 Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 10.13 Waiver of Jury Trial 94 60 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time 10.14 Post-Closing Release 60 EXHIBIT LIST A Form of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Exhibit A Assumption Agreement Exhibit Press Release B Xxxx Form of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 (this “Agreement”), between Specialty Surgical Instrumentation Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”).Joinder LIST OF SCHEDULES

Appears in 1 contract

Samples: Stock Purchase Agreement (Envestnet, Inc.)

Conditions to Closing. 43 Section 6.1 General 6.01 Conditions 76 to Each Party’s Obligation to Effect the Stock Purchase 43 Section 6.2 6.02 Conditions to Obligations of Holdings and the Seller 77 Company 44 Section 6.3 6.03 Conditions to Obligations Obligation of the Buyer 77 Emergent 44 ARTICLE VII INDEMNIFICATION TERMINATION, AMENDMENT, AND WAIVER 45 Section 7.1 Survival 79 7.01 Termination By Mutual Consent 45 Section 7.2 Indemnification by 7.02 Termination By Either Emergent or Holdings 45 Section 7.03 Termination in the Seller 79 Event of Breach 46 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 7.04 Procedure for and Effect of Termination 85 46 Section 8.3 Buyer Termination Fee 86 7.05 Amendment 46 Section 8.4 Additional Fees 7.06 Extension; Waiver 47 ARTICLE VIII INDEMNIFICATION AND HOLDBACK 47 Section 8.01 Survival of Representations and Expenses 87 Warranties 47 Section 8.02 Indemnification by Holdings 47 Section 8.03 Indemnification by Emergent 48 Section 8.04 Limits on Indemnification 48 ii 4813-0445-7812v.13 Section 8.05 Indemnification Procedures 49 Section 8.06 Holdback 50 Section 8.07 Miscellaneous Indemnification Provisions 51 ARTICLE IX GENERAL PROVISIONS MISCELLANEOUS 52 Section 9.1 Fees and Expenses 88 9.01 Interpretation; Construction 52 Section 9.2 Amendment and Modification 88 9.02 Survival 53 Section 9.3 Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 No Third-Party Beneficiaries 91 Section 9.8 9.03 Governing Law 91 53 Section 9.9 9.04 Submission to Jurisdiction 91 53 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 9.05 Waiver of Jury Trial 94 54 Section 9.15 Counterparts 94 9.06 Notices 54 Section 9.16 Facsimile or .pdf Signature 94 9.07 Entire Agreement 55 Section 9.17 Time of Essence 94 9.08 No Third Beneficiaries 55 Section 9.18 No Presumption Against Drafting Party 94 9.09 Severability 56 Section 9.19 Investigation by the Buyer 95 Exhibit A Assumption Agreement Exhibit B Xxxx of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET 9.10 Assignment 56 Section 9.11 Remedies 56 Section 9.12 Specific Performance 56 Section 9.13 Counterparts; Effectiveness 56 Section 9.14 Expenses 56 4813-0445-7812v.13 STOCK PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 This Stock Purchase (this “Agreement”), between Specialty Surgical Instrumentation is entered into as of January 22, 2018, by and among Emergent Capital, Inc. a Florida corporation (“Emergent”), SB Holdings, Inc., a Tennessee California corporation (the BuyerHoldings”), and Bovie Medical CorporationSherman, a Delaware Xxxx & Xx. xn Indiana corporation and wholly-owned Subsidiary of Holdings (the SellerCompany”).. Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Appendix A.

Appears in 1 contract

Samples: Stock Purchase Agreement (Emergent Capital, Inc.)

Conditions to Closing. Section 6.1 General Conditions 76 Section 6.2 15 4.01 Conditions to the Purchaser's and Merger Sub's Obligations 15 4.02 Conditions to the Company's and Stockholders' Obligations 17 Article V REPRESENTATIONS AND WARRANTIES OF THE COMPANY 18 5.01 Organization and Organizational Power 18 5.02 Subsidiaries 18 5.03 Authorization; No Breach; Valid and Binding Agreement 18 5.04 Capitalization 19 5.05 Financial Statements 20 5.06 Absence of Certain Developments 21 5.07 Title to Properties 23 5.08 Tax Matters 26 5.09 Contracts and Commitments 28 5.10 Intellectual Property 30 5.11 Litigation 31 5.12 Governmental Consents, etc. 31 5.13 Employee Benefit Plans 31 5.14 Insurance 33 5.15 Compliance with Laws 33 5.16 Environmental Matters 34 5.17 Affiliated Transactions 36 i 5.18 Employees 36 5.19 Brokerage 37 5.20 Bank Accounts 37 5.21 No Other Representations or Warranties 37 Article VI REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND MERGER SUB 37 6.01 Organization and Organizational Power 38 6.02 Authorization 38 6.03 No Violation 38 6.04 Governmental Consents 38 6.05 Litigation 38 6.06 Brokerage 39 6.07 Financing 39 6.08 Merger Sub 39 Article VII COVENANTS OF THE COMPANY AND THE STOCKHOLDERS 39 7.01 Conduct of the Seller 77 Section 6.3 Business 39 7.02 Access to Books and Records 41 7.03 Conditions 41 7.04 Exclusive Dealing 42 7.05 Notification 43 7.06 Stockholder Approval and Information Statement 44 7.07 Real Property. 45 7.08 Employee Separation 46 Article VIII COVENANTS OF THE PURCHASER 46 8.01 Access to Obligations Books and Records 46 8.02 Notification 47 8.03 Employment and Benefit Arrangements 47 8.04 Conditions 48 8.05 Contact with Customers and Suppliers 48 8.06 Information, Etc. 48 Article IX INDEMNIFICATION 48 9.01 Survival of Representations, Warranties, Covenants, Agreements and Other Provisions 48 9.02 Indemnification from the Escrow Account for the Benefit of the Buyer 77 ARTICLE VII INDEMNIFICATION Section 7.1 Survival 79 Section 7.2 Purchaser 49 9.03 Indemnification by the Seller 79 Section 7.3 Indemnification by Purchaser for the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Benefit of the Stockholders 51 9.04 Notice of Claim 53 9.05 Defense of Third Party Claim 53 9.06 Exclusive Remedy 83 ARTICLE VIII 54 Article X TERMINATION Section 8.1 55 10.01 Termination 83 Section 8.2 55 10.02 Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees 56 Article XI ADDITIONAL COVENANTS 56 11.01 Disclosure Generally 56 11.02 Provision Respecting Legal Representation 56 11.03 Tax Matters 57 Article XII DEFINITIONS 61 12.01 Definitions 61 12.02 Other Definitional Provisions 68 12.03 Index of Defined Terms 68 Article XIII MISCELLANEOUS 70 13.01 Stockholder Representative 70 13.02 Press Releases and Communications 72 13.03 Expenses 87 ARTICLE IX GENERAL PROVISIONS Section 9.1 Fees and Expenses 88 Section 9.2 73 13.04 Knowledge Defined 73 13.05 Notices 73 13.06 Assignment 75 13.07 Severability 75 13.08 References 75 13.09 Construction 76 13.10 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire 76 13.11 Complete Agreement 91 Section 9.7 No Third-76 13.12 Third Party Beneficiaries 91 Section 9.8 76 13.13 Waiver of Trial by Jury 77 13.14 Purchaser and Merger Sub Deliveries 77 13.15 Delivery by Electronic Transmission 77 13.16 Counterparts 77 13.17 Governing Law 91 Section 9.9 Submission to 77 13.18 Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 77 13.19 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Recourse 78 13.20 Specific Performance 78 INDEX OF EXHIBITS Exhibit A Assumption Agreement Certificate of Merger Exhibit B Xxxx Form of Sale Letter of Transmittal Exhibit C Retained IP License Agreement Calculation of Net Working Capital as of December 31, 2012 Exhibit D Accessories Supply Form of Escrow Agreement Exhibit E Generator Supply Agreement Form of Lessor Estoppel Exhibit F Transition Services Agreement ASSET PURCHASE Form of Stockholder Approval Certificate INDEX OF SCHEDULES Affiliated Transactions Schedule Authorization Schedule Bank Accounts Schedule Brokerage Schedule Capital Expenditures Schedule Capitalization Schedule Compliance with Laws Schedule Conduct of Business Schedule Contracts Schedule Developments Schedule Employee Benefits Schedule Employee Schedule Environmental Schedule Financial Statements Schedule Governmental Consents Schedule Indebtedness Schedule Insurance Schedule Intellectual Property Schedule Landlord Approval Schedule Leased Personal Property Schedule Leased Real Property Schedule Lessor Estoppel Schedule Liens Schedule Litigation Schedule Organization Schedule Owned Real Property Schedule Required Consents Schedule Stockholder Affidavit Schedule Stockholders Schedule Subsidiaries Schedule Taxes Schedule Theatre Level Cash Flow Schedule Transaction Expenses Schedule iv AGREEMENT ASSET PURCHASE AGREEMENTAND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of July 9February 16, 2018 (this “Agreement”)2013, between Specialty Surgical Instrumentation is made by and among Xxxxxxx Theater Holdings, Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”"Company"), WTH Holdings, L.L.C., a Delaware limited liability company, as representative of the Stockholders (in such capacity, the "Stockholder Representative"), Regal Entertainment Group, a Delaware corporation (the "Purchaser"), and RGCS Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Purchaser ("Merger Sub"). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XII below.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Regal Entertainment Group)

Conditions to Closing. Section 6.1 General Conditions 76 Section 6.2 10.01. Conditions to Obligations of the Seller 77 Parent Parties and the Company 123 Section 6.3 10.02. Conditions to Obligations Obligation of the Buyer 77 ARTICLE VII INDEMNIFICATION Parent Parties 124 Section 7.1 10.03. Conditions to Obligation of the Company 126 Article 11 Survival; Indemnification Section 11.01. Survival 79 127 Section 7.2 11.02. Indemnification by the Seller 79 127 Section 7.3 11.03. Limitations 129 Section 11.04. Third-Party Claim Procedures 130 Section 11.05. Direct Claim Procedures 132 Section 11.06. Calculation of Damages 132 Section 11.07. Characterization of Indemnification by the Buyer 80 Payments 133 Section 7.4 Procedures 80 11.08. Exclusivity of Remedy 133 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 11.09. Mitigation 133 Section 7.6 R&W Insurance Policy 83 11.10. Distribution of Holdback Indemnity Initial Amount 133 Article 12 Equityholders’ Representative Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION 12.01. Equityholders’ Representative 134 Section 8.1 12.02. Equityholders’ Representative Fund 137 Article 13 Termination 83 Section 8.2 13.01. Grounds for Termination 138 Section 13.02. Effect of Termination 85 139 Article 14 Miscellaneous Section 8.3 Buyer Termination Fee 86 14.01. Notices 139 Section 8.4 Additional Fees 14.02. Amendments and Waivers 140 Section 14.03. Disclosure Schedule References 140 Section 14.04. Expenses 87 ARTICLE IX GENERAL PROVISIONS 140 Section 9.1 Fees 14.05. Successors and Expenses 88 Assigns 140 Section 9.2 Amendment and Modification 88 14.06. Governing Law 141 Section 9.3 Waiver 89 14.07. Jurisdiction 141 Section 9.4 Notices 89 14.08. WAIVER OF JURY TRIAL 141 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 14.09. Counterparts; Effectiveness; No Third-Party Beneficiaries 91 141 Section 9.8 Governing Law 91 14.10. Entire Agreement 141 Section 9.9 Submission to Jurisdiction 91 14.11. Severability 141 Section 9.10 Assignment14.12. Specific Performance 142 Section 14.13. Legal Counsel; Successors 92 Privilege 142 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 14.14. Confidential Supervisory Information 142 Exhibits Exhibit A Assumption – Form of Support Agreement Exhibit B Xxxx – Form of Sale Parent Post-Domestication Certificate of Incorporation Exhibit C Retained IP License Agreement – Form of First Certificate of Merger Exhibit D Accessories Supply Agreement – Form of Second Certificate of Merger Exhibit E Generator Supply Agreement – Form of Election Form Exhibit F Transition Services – Form of Letter of Transmittal Exhibit G – Form of Resignation Letter Schedules Company Disclosure Schedule Parent Disclosure Schedule Schedule I – Support Agreement ASSET PURCHASE Equityholders Schedule II – Illustrative Closing Working Capital Calculation and Illustrative Loan Book Base Net Equity Value Calculation Schedule III – Parent Restructuring Schedule IV – Post-Closing Restructuring AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of May 5, 2021 is made by and among Galaxy Digital Holdings Ltd., an exempted company formed under the laws of the Cayman Islands (“Parent” provided that, (i) with respect to any time after the effective time of the Domestication (as defined herein), between Specialty Surgical Instrumentation “Parent” shall be deemed to refer to Galaxy Digital Holdings Inc., a Tennessee corporation Delaware corporation, for all purposes hereof and (ii) with respect to any time after the First Merger Effective Time (as defined herein), BuyerParent” shall be deemed to refer to Surviving GDHI (as defined herein) for all purposes hereof), Galaxy Digital Holdings LP, an exempted limited partnership formed and registered under the laws of the Cayman Islands (“OpCo”), acting by its general partner, Galaxy Digital Holdings GP LLC (“OpCo GP”), Galaxy Digital Pubco Inc., a Delaware corporation and Bovie Medical Corporationa direct wholly owned subsidiary of Parent as of the date hereof (“HoldCo”), GDH Titan Merger Sub 1, Inc., a Delaware corporation and a direct wholly owned subsidiary of HoldCo as of the date hereof (“Merger Sub 1”), GDH Titan Merger Sub 2, Inc., a Delaware corporation and an entity directly jointly owned by OpCo and HoldCo as of the date hereof (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs” and, the Merger Subs together with Parent, OpCo and HoldCo, the “Parent Parties”), BitGo Holdings, Inc., a Delaware corporation (the “SellerCompany”), and Fortis Advisors LLC, a Delaware limited liability company, in its capacity as the representative of the Equityholders as set forth herein (the “Equityholders’ Representative”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Galaxy Digital Inc.)

Conditions to Closing. 29 Section 6.1 General Conditions 76 Section 6.2 3.1 Conditions to Closing 29 Section 3.2 Termination of Agreement 32 Article 4 REPRESENTATIONS AND WARRANTIES 32 Section 4.1 Representations and Warranties 32 Section 4.2 Continuation of Representations and Warranties 39 Article 5 BORROWER COVENANTS 40 Section 5.1 Performance of Obligations 40 Section 5.2 Existence; Compliance with Legal Requirements 40 Section 5.3 Single Purpose Entity 40 Section 5.4 Prohibited Use 45 Section 5.5 ERISA 45 Section 5.6 Defense and Notice of Actions and Certain Other Events 46 Section 5.7 Right of Inspection; Due Diligence 46 Section 5.8 Liens 46 Section 5.9 Further Assurances; Supplemental Affidavits 47 Section 5.10 Financial Reporting 47 Section 5.11 Taxes 50 Section 5.12 Insurance 51 Table of Contents Section 5.13 Disposition of Insurance and Condemnation Proceeds and Damages 55 Section 5.14 Maintenance and Preservation of the Seller 77 Property 58 Section 6.3 Conditions 5.15 Required Minimum Equity 59 Section 5.16 Proceedings to Obligations Enjoin 59 Section 5.17 Distributions 60 Section 5.18 Transfer or Encumbrance of the Buyer 77 ARTICLE VII INDEMNIFICATION Property 60 Section 7.1 Survival 79 5.19 Leases 61 Section 7.2 Indemnification by the Seller 79 5.20 Prohibition Against Additional Recordings 61 Section 7.3 Indemnification by the Buyer 80 5.21 Defense and Indemnity Rights 62 Section 7.4 Procedures 80 5.22 Contracts 62 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 5.23 Change in Name 62 Section 7.6 R&W Insurance Policy 83 5.24 Debt Cancellation; Settlement of Claims 63 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION 5.25 Affiliate Transactions 63 Section 8.1 Termination 83 5.26 Limitation on Issuance of Equity Interests 63 Section 8.2 Effect 5.27 Compliance 63 Section 5.28 Debt Service Coverage Ratio 63 Section 5.29 Anti-Terrorism; OFAC 63 Section 5.30 Material Contracts 64 Section 5.31 Limitation on Debt 64 Section 5.32 Refinance Right of Termination 85 First Offer 64 Section 8.3 Buyer Termination Fee 86 5.33 Changes in Approved Operating Budget 64 Section 8.4 Additional Fees and Expenses 87 ARTICLE IX GENERAL PROVISIONS 5.34 Loan to Value Ratio 65 Section 9.1 Fees and Expenses 88 5.35 Credit Card Processors 65 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 No Third-Party Beneficiaries 91 Section 9.8 Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Exhibit A Assumption Agreement Exhibit B Xxxx of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 (this “Agreement”), between Specialty Surgical Instrumentation Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”).5.36 Management Agreements 65 Article 6 DEFAULTS 66

Appears in 1 contract

Samples: Loan Agreement

Conditions to Closing. Section 5 4.1 Seller’s Obligations 5 4.2 Buyer’s Obligations 6 4.3 Waiver of Failure of Conditions Precedent 7 ARTICLE 5 ADJUSTMENTS AND PRORATIONS 7 5.1 Possession After Closing 7 5.2 Closing Costs 7 5.3 Apportionment Credit 8 5.4 Closing Statement 8 5.5 Delayed Adjustment 8 ARTICLE 6 REPRESENTATIONS AND WARRANTIES 8 6.1 Buyer’s Representations 8 6.2 Seller’s Representations 11 6.3 General Conditions 76 Section 6.2 Conditions Provisions 14 ARTICLE 7 TITLE MATTERS 15 7.1 Title to Real Property 15 7.2 Title Cure Obligations 16 7.3 Extension to Cure Title 18 ARTICLE 8 BUYER’S DUE DILIGENCE/CONDITION OF THE PROPERTY 18 8.1 Right to Enter 18 8.2 Evaluation Material 20 8.3 Expiration of the Seller 77 Section 6.3 Conditions Due Diligence Period; 21 8.4 Due Diligence Acknowledgment 21 8.5 Final Sale 21 8.6 Waiver 22 8.7 Confidentiality 23 ARTICLE 9 COVENANTS 25 9.1 Approvals Not a Condition to Obligations of the Buyer 77 Buyer’s Performance 25 9.2 Seller’s Covenants 25 9.3 Mutual Covenants 27 ARTICLE VII INDEMNIFICATION Section 7.1 Survival 79 Section 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 10 FAILURE OF PERFORMANCE 27 10.1 Seller’s Remedies Not Affected by Investigation, Disclosure 27 10.2 Buyer’s Remedies 28 ARTICLE 11 CONDEMNATION/CASUALTY 28 11.1 Condemnation 28 11.2 Destruction or Knowledge 82 Section 7.6 R&W Damage 29 11.3 Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 30 11.4 Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 30 11.5 Waiver 30 ARTICLE IX GENERAL PROVISIONS Section 9.1 Fees and Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 12 MISCELLANEOUS 30 12.1 Buyer’s Assignment 30 12.2 Designation Agreement 31 12.3 Survival; Merger 31 12.4 Integration; Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 No Third-Party Beneficiaries 91 Section 9.8 32 12.5 Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment32 12.6 Captions Not Binding; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Exhibits 32 12.7 Binding Effect 32 12.8 Severability 94 Section 9.14 Waiver of Jury Trial 94 Section 9.15 32 12.9 Notices 32 12.10 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 34 12.11 No Recordation 34 12.12 Attorneys’ Fees 34 12.13 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 34 12.14 Facsimile Signatures 34 12.15 Joint and Several Liability 34 List of Exhibits Exhibit A Assumption 1 - Description of Land Exhibit 2 - Excluded Property Exhibit 3 - Escrow Agreement Exhibit B Xxxx 4 - Form of Sale Quitclaim Deed Exhibit C Retained IP License 5 - Form of Assignment of Permit Rights, Warranties, Books and Records Exhibit 6A - Form of Lease Exhibit 6B - Form of Notice of Lease Exhibit 7A - Title Affidavit Exhibit 7B - Gap Indemnity Exhibit 8 - Seller’s Certificate Exhibit 9 - Buyer’s Certificate Exhibit 10 - Existing Property Insurance Exhibit 11 - Form of Non-Foreign Affidavit Exhibit 12 - Estoppel Certificate Exhibit 13 - Subordination, Non-Disturbance and Attornment Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE AND SALE AGREEMENT ASSET THIS PURCHASE AGREEMENT, dated as of July 9, 2018 AND SALE AGREEMENT (this “Agreement”) is made this 12th day of April, 2007, by and between 199 Riverneck, LLC, a Delaware limited liability company, Riverneck Road, LLC, a Delaware limited liability company and 191 Riverneck, LLC, a Delaware limited liability company (collectively, the “Seller”), between Specialty Surgical Instrumentation Inc.and BTI 199-201 Riverneck, L.P., a Tennessee corporation Delaware limited partnership (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Mercury Computer Systems Inc)

Conditions to Closing. Section 6.1 General Conditions 76 Section to Each Party’s Obligation to Effect the Closing 58 6.2 Additional Conditions to Obligations of Parent 59 6.3 Additional Conditions to Obligations of the Seller 77 Section 6.3 Conditions to Obligations of the Buyer 77 ARTICLE Company 60 Article VII INDEMNIFICATION Section TERMINATION AND AMENDMENT 7.1 Survival 79 Section Termination 61 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 Effect of Termination 85 Section 62 Article VIII INDEMNIFICATION 8.1 Indemnification of the Parent Indemnified Parties 62 8.2 Limitations on Indemnification. 63 8.3 Buyer Termination Fee 86 Section Indemnification Claims. 64 8.4 Additional Fees Survival of Representations, Warranties and Expenses 87 ARTICLE Covenants 66 8.5 Tax Treatment of Indemnity Payments 66 8.6 No Duplication. 66 Article IX GENERAL PROVISIONS Section STOCKHOLDER REPRESENTATIVE 9.1 Fees and Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 Powers of the Stockholder Representative. 67 266697407 v2 Article X MISCELLANEOUS 10.1 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 70 10.2 Entire Agreement 91 Section 9.7 71 10.3 No Third-Party Beneficiaries 91 Section 9.8 71 10.4 Assignment 71 10.5 Severability 72 10.6 Counterparts and Signature 72 10.7 Interpretation 72 10.8 Governing Law 91 Section 9.9 73 10.9 Remedies 73 10.10 Submission to Jurisdiction 91 Section 9.10 Assignment73 10.11 WAIVER OF JURY TRIAL 74 10.12 Amendment 74 10.13 Extension; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver 74 10.14 Company Disclosure Schedule 75 10.15 Expenses 75 10.16 Conflict of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Interest 75 10.17 Attorney-Client Privilege 75 10.18 Joint Negotiation 76 266697407 v2 EXHIBITS: Written Consent Exhibit A Assumption Agreement Closing Steps Exhibit B Xxxx Certificate of Sale Merger Exhibit C Retained IP License Agreement FIRPTA Certificate Exhibit D Accessories Supply Consulting Agreement Exhibit E Generator Supply Agreement Company Stockholder Consent and Joinder Exhibit F Transition Services Agreement ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as Study to Investigate in Vivo Distribution of July 9, 2018 (this “Agreement”), between Specialty Surgical Instrumentation Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”).CT-197 Exhibit G SCHEDULES: Company Disclosure Schedule 266697407 v2 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 5.12(a) Action 1.1 Affiliate 1.1

Appears in 1 contract

Samples: Agreement and Plan of Merger (VectivBio Holding AG)

Conditions to Closing. Section 44 6.1 General Conditions 76 Section to Buyer's Obligations 44 (a) Representations and Warranties 44 (b) Covenants 44 (c) Material Adverse Change 44 (d) Consents 45 (e) No Proceeding or Litigation 45 (f) Legal Matters 45 (g) Certificate of Seller 45 (h) Certificate; Documents 45 (i) Tax Certificates 45 (j) Lender Consents 46 (k) Other Closing 46 6.2 Conditions to Sellers' Obligations 46 (a) Representations and Warranties 46 (b) Covenants 46 (c) Material Adverse Change 46 (d) Consents 46 (e) No Proceeding or Litigation 46 (f) Legal Matters 47 (g) Certificates of the Seller 77 Section 6.3 Conditions to Buyer and HON 47 (h) Certificates; Documents 47 (i) Other Closing 47 ARTICLE VII. COVENANTS OF SELLER 47 7.1 Conduct of Businesss 47 (a) Obligations for Borrowed Money 47 (b) Employee Matters 48 (c) Sale of the Buyer 77 ARTICLE VII INDEMNIFICATION Section 7.1 Survival 79 Section Assets 48 (d) Commitments 48 (e) Leased Facilities 48 (f) Encumbrances 48 (g) Insurance 48 (h) Litigation 48 (i) Representations and Warranties 48 (j) Commitments 48 7.2 Indemnification by the Seller 79 Section Disclosure Supplements 48 7.3 Indemnification by the Buyer 80 Section Closing 49 7.4 Procedures 80 Section Confidentiality 49 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section Maintenance of Insurance 49 7.6 R&W Insurance Policy 83 Section Inventories 49 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 ARTICLE IX GENERAL PROVISIONS Section 9.1 Fees and Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 No Third-Party Beneficiaries 91 Section 9.8 Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Exhibit A Assumption Agreement Exhibit B Xxxx of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 (this “Agreement”), between Specialty Surgical Instrumentation Inc., a Tennessee corporation (the “Buyer”)Maintenance of, and Bovie Medical CorporationAccess to, a Delaware corporation Records 50 7.8 Non-Competition 50 (the “Seller”)a) Period and Conduct 50 (b) Territory 50 (c) Definition 50 (d) Remedies 51 (e) Subsidiaries, Divisions and 51 Affiliates (f) Severability 51 7.9 Accounts Receivable 51 7.10 Name Change Filings 51 7.11 No Shopping 52 7.12 Plant Closing Obligations 52 7.13 Further Assurances; Customer and Supplier Relationships; Assertion of Claims 52 7.14 Appointment of Representative 52 7.15 Payment of Indebtedness; Releases 53 ARTICLE VIII.

Appears in 1 contract

Samples: Purchase Agreement (Hon Industries Inc)

Conditions to Closing. Section 6.1 General Conditions 76 Section 6.2 11.01. Conditions to Obligations of the Seller 77 Buyer and Sellers 64 Section 6.3 11.02. Conditions to Obligation of Buyer 65 Section 11.03. Conditions to Obligations of the Buyer 77 Sellers 66 PAGE ARTICLE VII 12 SURVIVAL; INDEMNIFICATION Section 7.1 12.01. Survival 79 66 Section 7.2 12.02. Indemnification by the Seller 79 66 Section 7.3 Indemnification by the Buyer 80 12.03. Procedures 68 Section 7.4 Procedures 80 12.04. Calculation of Damages 71 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 12.05. Assignment of Claims 72 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 12.06. Exclusivity 72 ARTICLE VIII 13 TERMINATION Section 8.1 13.01. Grounds for Termination 83 72 Section 8.2 13.02. Effect of Termination 85 73 ARTICLE 14 MISCELLANEOUS Section 8.3 Buyer Termination Fee 86 14.01. Notices 73 Section 8.4 Additional Fees 14.02. Amendments and Waivers 74 Section 14.03. Expenses 87 ARTICLE IX GENERAL PROVISIONS 75 Section 9.1 Fees 14.04. Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege 75 Section 14.05. Successors and Expenses 88 Assigns 75 Section 9.2 Amendment and Modification 88 14.06. Governing Law 75 Section 9.3 Waiver 89 14.07. Jurisdiction 76 Section 9.4 Notices 89 14.08. WAIVER OF JURY TRIAL 76 Section 9.5 Interpretation 90 4 14.09. Counterparts; Effectiveness; Third Party Beneficiaries 76 Section 9.6 14.10. Entire Agreement 91 76 Section 9.7 No Third-Party Beneficiaries 91 14.11. Severability 77 Section 9.8 Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 14.12. Schedules 77 Exhibits Exhibit A Assumption Form of Due Diligence Confirmation Request Exhibit B Form of Transition Services Agreement Exhibit B Xxxx C Form of Sale Third Amendment to Brazil Lease Agreement Exhibit C Retained IP D-1 Form of License Agreement Exhibit D Accessories D-2 Form of Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET Form of Certificate to be Delivered to Buyer at Closing STOCK PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 AGREEMENT (this “Agreement”)) dated as of April 27, between Specialty Surgical Instrumentation Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical 2006 among MeadWestvaco Corporation, a Delaware corporation (the “Buyer”), Saint-Gobain Delaware Corporation, a Delaware corporation (“SG Delaware”), Saint-Gobain Vidros SA, a Brazilian corporation (“SG Vidros”), Saint-Gobain Sekurit Mexico S.A. de C.V., a Mexican corporation (“SG Sekurit”), Saint-Gobain Desjonqueres North America, Inc., a Delaware corporation (“SG Desjonqueres”), Saint-Gobain La Xxxxxx XX, a Spanish corporation (“XX Xx Xxxxxx”), Saint-Gobain Kipfenberg GmbH, a German corporation (“SG Kipfenberg”), Saint-Gobain Vetri S.p.A., an Italian corporation (“XX Xxxxx”), and Saint-Gobain Corporation, a Pennsylvania corporation (“SG Corporation”). Each of SG Delaware, SG Vidros, SG Sekurit, SG Desjonqueres, XX Xx Xxxxxx, SG Kipfenberg and XX Xxxxx is hereinafter referred to as a “Seller” and collectively as “Sellers).

Appears in 1 contract

Samples: Stock Purchase Agreement (Meadwestvaco Corp)

Conditions to Closing. Section 6.1 General Conditions 76 Section 6.2 59 SECTION 7.1. Conditions to the Obligations of the Seller 77 Section 6.3 Each Party 59 SECTION 7.2. Conditions to the Obligations of Buyer 60 SECTION 7.3. Conditions to the Buyer 77 Obligations of Seller 60 SECTION 7.4. Frustration of Closing Conditions 61 ARTICLE VII INDEMNIFICATION Section 7.1 Survival 79 Section 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII VIII. TERMINATION Section 8.1 61 SECTION 8.1. Termination 83 Section 8.2 61 SECTION 8.2. Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees 62 ARTICLE IX. INDEMNIFICATION 62 SECTION 9.1. Indemnification 62 SECTION 9.2. Indemnification for Taxes 64 SECTION 9.3. Limitations 67 SECTION 9.4. Exclusive Remedy 69 ARTICLE X. MISCELLANEOUS 70 SECTION 10.1. Notices 70 SECTION 10.2. Survival 71 SECTION 10.3. Remedies 71 SECTION 10.4. Amendment; Waiver 71 SECTION 10.5. No Third Party Beneficiaries 72 SECTION 10.6. Successors and Expenses 87 ARTICLE IX GENERAL PROVISIONS Section 9.1 Fees and Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Assigns 72 SECTION 10.7. Entire Agreement 91 Section 9.7 No Third-Party Beneficiaries 91 Section 9.8 72 SECTION 10.8. Public Disclosure 72 SECTION 10.9. Governing Law 91 Section 9.9 Law; Submission to Jurisdiction 91 Section 9.10 AssignmentJurisdiction; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Selection of Forum; Waiver of Trial by Jury Trial 94 Section 9.15 72 SECTION 10.10. Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 73 SECTION 10.11. No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Exhibit A Assumption Agreement Exhibit B Xxxx of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET Recourse 73 SECTION 10.12. Headings 73 SECTION 10.13. Severability 73 SECTION 10.14. Interpretation 74 STOCK PURCHASE AGREEMENT ASSET THIS STOCK PURCHASE AGREEMENT, dated as of July 9, 2018 AGREEMENT (this “Agreement”)) is dated as of November 18, 2010, by and between Specialty Surgical Instrumentation RenRe North America Holdings Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”), and QBE Holdings, Inc., a Delaware corporation (“Buyer”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Renaissancere Holdings LTD)

Conditions to Closing. Section 6.1 General Conditions 76 Section 6.2 SECTION 7.01. Conditions to Obligations of the Seller 77 Section 6.3 and Audiovox 59 SECTION 7.02. Conditions to Obligations of the Buyer 77 Purchaser 60 ARTICLE VII VIII INDEMNIFICATION Section 7.1 SECTION 8.01. Survival 79 Section 7.2 of Representations and Warranties 61 SECTION 8.02. Indemnification by the Seller 79 Section 7.3 and Audiovox 62 SECTION 8.03. Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by InvestigationPurchaser 63 SECTION 8.04. Limitation on Obligation to Indemnify 63 SECTION 8.05. Notice of Loss; Third Party Claims 64 SECTION 8.06. Distributions from Escrow Fund 65 SECTION 8.07. Other Provisions 65 SECTION 8.08. Tax Treatment 65 ARTICLE IX TERMINATION, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Section 8.1 AMENDMENT AND WAIVER SECTION 9.01. Termination 83 Section 8.2 65 SECTION 9.02. Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and 67 SECTION 9.03. Expenses 87 67 SECTION 9.04. Amendment 67 SECTION 9.05. Waiver 68 ARTICLE IX X GENERAL PROVISIONS Section 9.1 Fees and Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 SECTION 10.01. Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 68 SECTION 10.02. Public Announcements 69 SECTION 10.03. Severability 69 SECTION 10.04. Entire Agreement 91 Section 9.7 69 SECTION 10.05. Assignment 70 SECTION 10.06. No Third-Third Party Beneficiaries 91 Section 9.8 70 SECTION 10.07. Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 70 SECTION 10.08. Waiver of Jury Trial 94 Section 9.15 70 SECTION 10.09. Arbitration 70 SECTION 10.10. Currency 71 SECTION 10.11. Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 71 EXHIBITS Exhibit A Assumption Agreement Exhibit B Xxxx Rules for Valuing Inventories 1.01(a) Form of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as Trademarks and Domain Name Assignment Form of July 9, 2018 (this “Agreement”), between Specialty Surgical Instrumentation Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”).Patent Assignment

Appears in 1 contract

Samples: Asset Purchase Agreement (Utstarcom Inc)

Conditions to Closing. Section 6.1 General Conditions 76 Section 6.2 9.01. Conditions to Obligations of the Seller 77 GE and NBCU 110 Section 6.3 9.02. Conditions to Obligations of the Buyer 77 Comcast 112 ARTICLE VII INDEMNIFICATION 10 TERMINATION, AMENDMENT AND WAIVER Section 7.1 Survival 79 10.01. Termination 114 Section 7.2 Indemnification by the Seller 79 10.02. Notice of Termination 115 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 10.03. Effect of Termination 85 115 Section 8.3 Buyer Termination Fee 86 10.04. Extension; Waiver 115 ARTICLE 11 INDEMNIFICATION Section 8.4 11.01. Indemnification by GE 116 Section 11.02. Indemnification by Comcast 117 Section 11.03. Indemnification by Newco 118 Section 11.04. Notification of Claims 119 Section 11.05. Exclusive Remedies 120 Section 11.06. Additional Fees and Expenses 87 Indemnification Provisions 120 Section 11.07. Newco Claims 121 Section 11.08. Mitigation 121 Section 11.09. Third Party Remedies 122 Section 11.10. Limitation on Liability 122 ARTICLE IX 12 GENERAL PROVISIONS Section 9.1 Fees and 12.01. Survival 123 Section 12.02. Expenses 88 123 Section 9.2 Amendment and Modification 88 12.03. Notices 124 iv Section 9.3 Waiver 89 12.04. Severability 126 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 12.05. Entire Agreement 91 126 Section 9.7 12.06. Assignment 127 Section 12.07. No Third-Party Beneficiaries 91 127 Section 9.8 12.08. Amendment 127 Section 12.09. Disclosure Letter 127 Section 12.10. Dispute Resolution 128 Section 12.11. Governing Law 91 Section 9.9 Law; Submission to Jurisdiction 91 Jurisdiction; Waivers 128 Section 9.10 Assignment; Successors 92 12.12. Bulk Sales Laws 129 Section 9.11 Enforcement 93 12.13. Specific Performance 129 Section 9.12 Currency 94 12.14. Rules of Construction 130 Section 9.13 Severability 94 12.15. Counterparts 130 Section 9.14 12.16. Waiver of Jury Trial 94 131 Section 9.15 Counterparts 94 12.17. Non-Recourse 131 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 12.18. Public Announcements 131 EXHIBITS Exhibit A Assumption Exhibit B-1 Exhibit X-0 Xxxxxxx X-0 Xxxxxxx X-0 Xxxxxxx X Exhibit E Exhibit F-1 Exhibit F-2 Exhibit G-1 Exhibit G-2 Exhibit H Exhibit I Exhibit J Definitions NBCU Employee Matters Agreement Exhibit B Xxxx Comcast Employee Matters Agreement Form of Sale Exhibit C Retained IP GE Intellectual Property Cross License Agreement Exhibit D Accessories Supply Form of Comcast Intellectual Property Cross License Agreement Exhibit E Generator Supply Form of Newco Operating Agreement Exhibit F Form of Navy Holdco 2 Agreement Form of GE Note Form of Comcast Note Form of GE Transition Services Agreement ASSET PURCHASE AGREEMENT ASSET PURCHASE Form of Comcast Services Agreement Lease Term Sheet Preliminary Initial Strategic Plan Newco Executive Compensation Summary of Principles v This MASTER AGREEMENT, dated as of July 9December 3, 2018 2009, is made by and among General Electric Company, a New York corporation (this AgreementGE”), between Specialty Surgical Instrumentation NBC Universal, Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the SellerNBCU”), Comcast Corporation, a Pennsylvania corporation (“Comcast”), and Navy, LLC, a Delaware limited liability company (“Newco”). Terms used but not otherwise defined herein have the meanings given to them in Article 1.

Appears in 1 contract

Samples: Master Agreement

Conditions to Closing. Section 6.1 General Conditions 76 Section 6.2 SECTION 6.01. Conditions to the Obligations of the Seller 77 Section 6.3 Company 26 SECTION 6.02. Conditions to the Obligations of the Buyer 77 Investor 27 ARTICLE VII INDEMNIFICATION Section 7.1 Registration Rights SECTION 7.01. Shelf Registration Statement 28 SECTION 7.02. Demand Registration Rights 29 SECTION 7.03. Registration Procedures 29 SECTION 7.04. Registration Expenses 31 SECTION 7.05. Indemnification 31 SECTION 7.06. Limitation on Liability 34 SECTION 7.07. Registration Default 34 SECTION 7.08. Survival 79 Section 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 34 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 Effect Miscellaneous SECTION 8.01. Notices 34 SECTION 8.02. Amendments; Waivers 35 SECTION 8.03. Interpretation 36 SECTION 8.04. Further Assurances 36 SECTION 8.05. Assignment 36 SECTION 8.06. Governing Law 36 SECTION 8.07. Waiver of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 ARTICLE IX GENERAL PROVISIONS Section 9.1 Fees and Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Jury Trial 37 SECTION 8.08. Consent to Jurisdiction; Enforcement 37 SECTION 8.09. Entire Agreement 91 Section 9.7 Agreement; No Third-Party Beneficiaries 91 Section 9.8 Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 37 SECTION 8.10. Severability 94 Section 9.14 Waiver 37 SECTION 8.11. Counterparts 37 SECTION 8.12. Acknowledgment of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time Securities Laws 38 ANNEXES Annex I – Form of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Exhibit Certificate of Designation Annex II – Form of Legend for Common Stock Annex III – Form of Legend for Preferred Stock Annex IV – Form of Transferee Agreement Annex V – Form of Escrow Agreement SCHEDULES Schedule A Assumption Agreement Exhibit – Purchased Shares Allocation Schedule B Xxxx of Sale Exhibit – Subsidiaries Schedule C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE AGREEMENT ASSET – Vessels STOCK PURCHASE AGREEMENT, dated as of July 9November 24, 2018 2013 (this “Agreement”), between Specialty Surgical Instrumentation Inc.among DHT HOLDINGS, INC., a Tennessee corporation organized under the laws of the Republic of the Xxxxxxxx Islands (the “BuyerCompany”), and Bovie Medical Corporationeach of the parties that is a signatory hereto (each an “Investor” and together, a Delaware corporation (the “SellerInvestors”).

Appears in 1 contract

Samples: Escrow Agreement (DHT Holdings, Inc.)

Conditions to Closing. 37 Section 6.1 General Conditions 76 Section 6.2 4.1 Conditions to the Obligations of the Buyer and Seller 77 37 Section 6.3 4.2 Conditions to the Obligations of Buyer 37 Section 4.3 Conditions to the Buyer 77 ARTICLE VII INDEMNIFICATION Obligations of Seller 38 Section 7.1 Survival 79 4.4 Frustration of Closing Conditions 38 Section 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 ARTICLE IX GENERAL PROVISIONS Section 9.1 Fees and Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 No Third-Party Beneficiaries 91 Section 9.8 Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 4.5 Waiver of Jury Trial 94 Closing Conditions 39 Section 9.15 Counterparts 94 4.6 No Binding Agreement for Transfer 39 ARTICLE V REPRESENTATIONS AND WARRANTIES OF SELLER 39 Section 9.16 Facsimile 5.1 Organization 39 Section 5.2 Authority; Binding Effect 39 Section 5.3 Non-Contravention 40 Section 5.4 Seller Governmental Consents and Approvals 40 Section 5.5 Financial Information; Undisclosed Liabilities 40 Section 5.6 Ordinary Course; Absence of Changes 42 Section 5.7 Equity Interests in the Transferred Companies 42 Section 5.8 Real Property 43 Section 5.9 Material Contracts 44 Section 5.10 Transactions with Related Parties 47 Section 5.11 Intellectual Property Rights 47 Section 5.12 Inventory 48 Section 5.13 Title to Transferred Assets 49 Section 5.14 Sufficiency of Assets 49 Section 5.15 Compliance with Laws 49 Section 5.16 Environmental Matters 50 Section 5.17 No Litigation or .pdf Signature 94 Orders 51 Section 9.17 Time 5.18 Governmental Authorizations 51 Section 5.19 Taxes 51 Section 5.20 Labor Matters 54 Section 5.21 Employee Benefits 55 Section 5.22 Bankruptcy 58 Section 5.23 Absence of Essence 94 Certain Commercial Practices 58 Section 9.18 No Presumption Against Drafting Party 94 5.24 Compliance with Export and Import Control Laws 59 Section 9.19 Investigation by the Buyer 95 Exhibit A Assumption Agreement Exhibit B Xxxx 5.25 Bank Accounts; Powers of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as Attorney; Officers and Directors 60 Section 5.26 Brokers 60 Section 5.27 Insurance 60 Section 5.28 Escheat 61 Section 5.29 Disclaimer of July 9, 2018 (this “Agreement”), between Specialty Surgical Instrumentation Inc., a Tennessee corporation (the “Buyer”), Other Representations and Bovie Medical Corporation, a Delaware corporation (the “Seller”).Warranties 61

Appears in 1 contract

Samples: Equity and Asset Purchase Agreement (Huntsman International LLC)

Conditions to Closing. 39 Section 5.1 Conditions to the Obligations of Buyer 39 Section 5.2 Conditions to the Obligations of Seller 40 ARTICLE 6 TERMINATION 40 Section 6.1 General Conditions 76 Termination 40 Section 6.2 Conditions to Obligations of the Seller 77 Section 6.3 Conditions to Obligations of the Buyer 77 ARTICLE VII INDEMNIFICATION Section 7.1 Survival 79 Section 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 Effect of Termination 85 41 ARTILCE 7 SURVIVAL; INDEMNIFICATION 41 Section 7.1 Survival. 41 Section 7.2 General Indemnification. 41 Section 7.3 Third Party Claims; Direct Claims. 42 Section 7.4 Limitations on Indemnification Obligations. 43 Section 7.5 Exclusive Remedy and Manner of Payment. 45 Section 7.6 No Bar; Losses; Effect on Indemnity. 45 Section 7.7 Treatment of Indemnification Payments. 45 ARTICLE 8 MISCELLANEOUS 46 Section 8.1 Definitions. 46 Section 8.2 Expenses. 57 Section 8.3 Buyer Termination Fee 86 Entire Agreement; Amendment; Waiver; Assignment. 57 Section 8.4 Additional Fees Notices. 57 Section 8.5 Governing Law; Jurisdiction. 58 Section 8.6 Exhibits and Expenses 87 ARTICLE IX GENERAL PROVISIONS Schedules; Construction; Interpretation. 59 Section 9.1 Fees and Expenses 88 8.7 Parties in Interest. 59 Section 9.2 Amendment and Modification 88 8.8 Severability. 59 Section 9.3 Waiver 89 8.9 Counterparts. 59 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 No Third-Party Beneficiaries 91 Section 9.8 Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 8.10 Waiver of Jury Trial 94 Trial. 60 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 8.12 Specific Performance. 60 Exhibits: Exhibit A Assumption A: Non-Compete Agreement Exhibit B Xxxx B: Durable Power of Sale Attorney Form Exhibit C Retained IP License Agreement C: University of Florida Research Foundation Consent Form Exhibit D Accessories Supply Agreement D: Net Working Capital Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET E: Disclosure Schedule STOCK PURCHASE AGREEMENT ASSET THIS STOCK PURCHASE AGREEMENT, dated as of July 9, 2018 AGREEMENT (this “Agreement”), dated as of September 4, 2023, is made by and between Specialty Surgical Instrumentation Inc.the undersigned sellers (each a “Seller,” and collectively, a Tennessee corporation the “Sellers”), Xxxxxx Xxxxxxxxxx, an individual with an address of 0000 Xxxxxx Xxxxxx, Xxxxxxx, XX 00000 (the “BuyerShareholder Representative), ) and Bovie Medical CorporationZomedica Inc., a Delaware corporation (“Buyer”). The Sellers, Shareholder Representative and Buyer shall be referred to herein from time to time collectively as the “Seller”)Parties” and each individually as a “Party.” Definitions of capitalized terms are set forth in Section 8.1.

Appears in 1 contract

Samples: Stock Purchase Agreement (Zomedica Corp.)

Conditions to Closing. 31 Section 6.1 General Conditions 76 Section 6.2 4.1 Conditions to the Obligations of the Seller 77 Company and Investors 31 Section 6.3 4.2 Conditions to the Obligations of Investors 32 Section 4.3 Conditions to the Obligations of the Buyer 77 Company 32 ARTICLE VII V INDEMNIFICATION 33 Section 7.1 Survival 79 Section 7.2 5.1 Indemnification by the Seller 79 Company 33 Section 7.3 5.2 Indemnification by the Buyer 80 Investors 34 Section 7.4 Procedures 80 5.3 Limitations to Indemnification 34 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 5.4 Indemnification Procedure 35 Section 7.6 R&W Insurance Policy 83 Section 7.7 5.5 Exclusive Remedy 83 ARTICLE VIII 36 Section 5.6 Tax Matters 36 Section 5.7 Survival of Representations and Warranties 37 Article VI TERMINATION 37 Section 8.1 6.1 Termination 83 37 Section 8.2 6.2 Effect of Termination 85 38 Article VII DEFINITIONS AND MISCELLANEOUS 38 Section 8.3 Buyer Termination Fee 86 7.1 Interpretation; Other Definitions 38 Section 8.4 Additional Fees and Expenses 87 ARTICLE IX GENERAL PROVISIONS 7.2 Notices 44 Section 9.1 Fees and Expenses 88 7.3 Amendment; Waiver 45 Section 9.2 Amendment and Modification 88 7.4 Assignment 45 Section 9.3 Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 No Third-Party Beneficiaries 91 Section 9.8 Governing Law 91 Section 9.9 Submission 7.5 Applicable Law; Consent to Jurisdiction 91 45 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 7.6 Waiver of Jury Trial 94 45 Section 9.15 7.7 Specific Performance 46 Section 7.8 Counterparts 94 46 Section 9.16 Facsimile or .pdf Signature 94 7.9 Expenses 46 Section 9.17 Time 7.10 Successors and Assigns 47 Section 7.11 No Third Party Beneficiaries 47 Section 7.12 Entire Agreement 47 Section 7.13 Severability 47 Section 7.14 No Strict Construction 47 Section 7.15 Company Disclosure Letter References 47 EXHIBITS: Exhibit A—Rights Offering Terms Exhibit B—Certificate of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Designations Exhibit A Assumption C—Charter Amendment Exhibit D—Investor Rights Agreement Exhibit B Xxxx of Sale Exhibit C Retained IP License E—Registration Rights Agreement Exhibit D Accessories Supply F—Equity Commitment Letter Exhibit G—New LTIP Exhibit H—Performance Award Exhibit I—Guarantee INDEX OF CERTAIN DEFINED TERMS Accordion Cap Section 3.2(a) Additional Investment Section 3.2(a) Affiliate Section 7.1(e) Aggregate Offered Shares Section 1.1(d) Agreement Exhibit E Generator Supply Preamble Ancillary Documents Section 7.1(f) Another Transaction Section 3.15 Backstop Acquired Shares Section 1.3 Backstop Commitment Section 1.3 Beneficial Owner Section 7.1(g) Beneficial Ownership Section 7.1(g) Board of Directors Section 2.1(w) BSA/PATRIOT Act Section 2.2(f)(v) Business Day Section 7.1(h) Buy-Box Matters Section 3.2(c) Bylaws Section 2.1(a) Certificate of Designations Section 1.2 Certificate of Incorporation Section 2.1(a) Charter Amendment Recitals Closing Section 1.5(a) Closing Date Section 1.5(a) Code Section 7.1(i) Common Stock Recitals Company Preamble Company Indemnification Representations Section 5.1 Company Intellectual Property Section 2.1(y)(ii) Company IT Assets Section 2.1(z)(i) Company Permit Section 7.1(k) Company Plan Section 7.1(j) Company Proxy Statement Recitals Company Related Parties Section 5.2 Company Reports Section 2.1(h)(i) Company Stockholders’ Meeting Section 3.4(b) Confidentiality Agreement Exhibit F Transition Services Section 7.1(l) Consents Section 7.1(m) Contingent Worker Section 2.1(t)(viii) control Section 7.1(e) controlled by Section 7.1(e) controlling Section 7.1(e) Data Security Requirements Section 2.1(z)(i) Designated Use Section 3.2(b) DGCL Section 2.2(h) Disclosure Letter Section 2.1 Disqualification Event Section 2.2(f)(vi) Drawdown Election Section 3.2(b) Eligible Stockholder Section 7.1(n) Environmental Law Section 7.1(o) Equity Commitment Letter Section 2.2(d)(i) Equity Financing Section 2.2(d)(i) Equity Financing Commitment Section 2.2(d)(i) ERISA Section 7.1(p) ERISA Affiliate Section 7.1(q) Exchange Act Section 7.1(r) Fraud Section 7.1(s) Fundamental Representations Section 7.1(t) GAAP Section 2.1(h)(ii) Governmental Approvals Section 7.1(u) Governmental Entity Section 7.1(v) Guarantee Section 7.1(w) Guarantor Recitals Hazardous Materials Section 7.1(x) HIPAA Section 7.1(y) HSR Act Section 7.1(z) Incentive Plans Section 7.1(aa) Increased Authorized Share Number Section 7.1(bb) Indebtedness Section 7.1(cc) Indemnification Representations Section 5.2 Indemnified Party Section 5.4(b) Indemnifying Party Section 5.4(b) Information Section 3.6 Intellectual Property Section 7.1(dd) Investors Preamble Investors Indemnification Representations Section 5.2 Investors Related Parties Section 5.1 Investor Rights Agreement ASSET PURCHASE Section 3.9 IRS Section 2.1(t)(ii) Issue Price Section 1.2 IT Assets Section 7.1(ee) Knowledge of the Company Section 7.1(ff) Law Section 7.1(gg) Laws Section 7.1(gg) Lien Section 7.1(hh) Losses Section 5.1 made available Section 7.1(d) Malicious Code Section 2.1(z)(i) Material Adverse Effect Section 7.1(ii) New LTIP Section 3.16(a) NYSE Section 2.1(m) OFAC Section 2.1(cc) OFAC List Section 2.2(f)(v) Outside Date Section 6.1(b) Permitted Liens Section 7.1(jj) Person Section 7.1(kk) PR Funds Section 2.1(dd) Privacy Laws Section 7.1(ll) Private Placement Section 1.2 Promissory Note Recitals Property Section 2.1(x) Prospectus Section 1.1(a) PRP Section 2.1(dd) Purchase Price Section 1.5(b) Purchased Preferred Shares Section 7.1(mm) Record Date Section 7.1(nn) Registered Intellectual Property Section 2.1(y)(i) Registration Rights Agreement Section 3.9 Registration Statement Section 7.1(oo) Requisite Vote Section 7.1(pp) Rights Section 7.1(qq) Rights Offering Recitals Rights Offering Shares Recitals SEC Section 7.1(rr) Securities Act Section 7.1(ss) Security Procedures Section 2.1(z)(i) Series A Preferred Stock Section 1.2 Subscription Price Section 7.1(tt) Subsidiaries Section 7.1(uu) Subsidiary Section 7.1(uu) Tax Return Section 7.1(vv) Taxes Section 7.1(ww) Third Party Claim Section 5.4(b) INVESTMENT AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 INVESTMENT AGREEMENT (this “Agreement”), between Specialty Surgical Instrumentation Inc.dated as of July 22, a Tennessee corporation (the “Buyer”)2021, by and Bovie Medical among Capital Senior Living Corporation, a Delaware corporation (the “SellerCompany”), Conversant Dallas Parkway (A) LP, a Delaware limited partnership (“Investor A”) and Conversant Dallas Parkway (B) LP, a Delaware limited partnership (“Investor B”, and together with Investor A, “Investors”). Capitalized terms used in this Agreement have the meaning set forth in Section 7.1, unless defined elsewhere herein.

Appears in 1 contract

Samples: Investment Agreement (Capital Senior Living Corp)

Conditions to Closing. Section 6.1 General 55 SECTION 9.1 Conditions 76 Section 6.2 to Each Party’s Obligations 55 SECTION 9.2 Conditions to Obligations of Sprint 57 SECTION 9.3 Conditions to Obligations of Clearwire 58 SECTION 9.4 Conditions to Obligations of the Seller 77 Section 6.3 Investors 59 SECTION 9.5 Frustration of Closing Conditions to Obligations 62 ARTICLE 10 COVENANTS OF THE PARTIES 62 SECTION 10.1 Conduct of the Buyer 77 Business 62 SECTION 10.2 Access; Records Confidentiality 73 SECTION 10.3 Further Assurances 75 SECTION 10.4 No Solicitation 79 SECTION 10.5 Stockholder Litigation 83 SECTION 10.6 Director and Officer Indemnification 83 SECTION 10.7 Clearwire Stockholders’ Meeting 84 SECTION 10.8 Proxy Statement; Registration Statement 85 SECTION 10.9 Notices of Certain Events 87 SECTION 10.10 Public Announcements 88 SECTION 10.11 Transfer Taxes 89 SECTION 10.12 Consistent Tax Reporting 89 SECTION 10.13 No Purchase of Clearwire Capital Stock 89 SECTION 10.14 Transaction Related Agreements 90 SECTION 10.15 Pending Party Litigation 90 SECTION 10.16 Pre-Existing Intel Agreements 90 SECTION 10.17 Sprint WiMAX Inventory 91 SECTION 10.18 Sprint Future Credit Agreements 91 SECTION 10.19 Certain Financing Matters 91 SECTION 10.20 3G MVNO Agreement 92 ARTICLE VII INDEMNIFICATION Section 7.1 Survival 79 Section 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 11 EMPLOYEES 92 SECTION 11.1 Transfer of Employees 92 SECTION 11.2 Employee Information and Employment Taxes 92 SECTION 11.3 Service and Other Credit 93 ARTICLE VIII 12 TERMINATION Section 8.1 95 SECTION 12.1 Termination 83 Section 8.2 95 SECTION 12.2 Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 97 ARTICLE 13 INDEMNIFICATION 97 SECTION 13.1 Indemnification by Sprint 97 SECTION 13.2 Indemnification Procedures 98 SECTION 13.3 Limitation of Liability 99 SECTION 13.4 Claims Period 99 SECTION 13.5 Additional Fees Indemnification by Sprint 100 SECTION 13.6 Exclusion of Other Remedies 100 ARTICLE 14 MISCELLANEOUS PROVISIONS 100 SECTION 14.1 Notices 100 SECTION 14.2 Schedules and Expenses 87 ARTICLE IX GENERAL PROVISIONS Section 9.1 Fees and Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 No Third-Party Beneficiaries 91 Section 9.8 Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Exhibits 104 SECTION 14.3 Assignment; Successors 92 Section 9.11 in Interest 104 SECTION 14.4 Controlling Law; Amendment 104 SECTION 14.5 Jurisdiction 104 SECTION 14.6 Specific Performance and Other Remedies 105 SECTION 14.7 Severability 105 SECTION 14.8 Counterparts 105 SECTION 14.9 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 of Certain Rights 105 SECTION 14.10 Waiver 105 SECTION 14.11 Non-Survival of Representations and Warranties and Agreements 105 SECTION 14.12 Integration 106 SECTION 14.13 Cooperation Following the Closing 106 SECTION 14.14 Fees 106 SECTION 14.15 Waiver of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Exhibit 107 SECTION 14.16 Investor Rights and Obligations 107 SECTION 14.17 Interpretation 107 EXHIBITS EXHIBIT A Assumption Agreement Exhibit EXHIBIT B Xxxx of Sale Exhibit EXHIBIT C Retained IP License Agreement Exhibit EXHIBIT D Accessories Supply Agreement Exhibit EXHIBIT E Generator Supply Agreement Exhibit EXHIBIT F Transition Services Agreement ASSET PURCHASE EXHIBIT G EXHIBIT H EXHIBIT I EXHIBIT J EXHIBIT K EXHIBIT L EXHIBIT M – – – – – – – – – – – – – DEFINITIONS CERTIFICATE OF INCORPORATION OF NEWCO, INC. BYLAWS OF NEWCO, INC. INITIAL LIMITED LIABILITY COMPANY AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 OF NEWCO LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEWCO LLC LIMITED LIABILITY COMPANY AGREEMENT OF CLEARWIRE SUB LLC LIMITED LIABILITY COMPANY AGREEMENT OF SPRINT SUB LLC REGISTRATION RIGHTS AGREEMENT EQUITYHOLDERS’ AGREEMENT ASSUMED NOTE OTHER MATTERS TERMS OF SECURED NOTE REVISED STRUCTURE THIS TRANSACTION AGREEMENT AND PLAN OF MERGER (this “Agreement”)) is made and entered into as of May 7, between Specialty Surgical Instrumentation Inc., a Tennessee corporation 2008 (the “BuyerExecution Date), ) by and Bovie Medical among Clearwire Corporation, a Delaware corporation (“Clearwire”), Sprint Nextel Corporation, a Kansas corporation (“Sprint”), Comcast Corporation, a Pennsylvania corporation (“Comcast”), Time Warner Cable Inc., a Delaware corporation (“TWC”), Bright House Networks, LLC, a Delaware limited liability company (“BHN”), Google Inc., a Delaware corporation (“Google”), and Intel Corporation, a Delaware corporation (“Intel”), and together with Comcast, TWC, BHN and Google, the “SellerInvestors”; the Investors, Sprint and Clearwire are referred to herein as the “Parties”). Capitalized terms not otherwise defined in this Agreement have the meanings ascribed to those terms in Exhibit A attached to this Agreement.

Appears in 1 contract

Samples: Transaction Agreement (Sprint Nextel Corp)

Conditions to Closing. 55 Section 6.1 General Conditions 76 Section 6.2 7.01 Conditions to Obligations of the Seller 77 SGA Parties 55 Section 6.3 7.02 Conditions to Obligations of the Buyer 77 ARTICLE VII Purchaser 56 Article VIII INDEMNIFICATION 57 Section 7.1 8.01 Survival 79 Period 57 Section 7.2 8.02 Indemnification by the Seller 79 Sellers 57 Section 7.3 8.03 Indemnification by the Buyer 80 Purchaser 58 Section 7.4 Procedures 80 8.04 Limits on Indemnification 58 Section 7.5 Remedies Not Affected by Investigation8.05 Third Party Claims 59 Section 8.06 Exclusive Remedy, Disclosure or Knowledge 82 etc 60 Section 7.6 R&W Insurance Policy 83 8.07 Treatment as Purchase Price Adjustment 60 Section 7.7 Exclusive Remedy 83 ARTICLE VIII 8.08 Additional Matters 61 TABLE OF CONTENTS (cont’d) Page Article IX TERMINATION 61 Section 8.1 9.01 Termination 83 61 Section 8.2 9.02 Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 ARTICLE IX 62 Article X GENERAL PROVISIONS 62 Section 9.1 Fees and 10.01 Expenses 88 62 Section 9.2 Amendment and Modification 88 10.02 Notices 62 Section 9.3 Waiver 89 10.03 Announcements 64 Section 9.4 Notices 89 10.04 Severability 64 Section 9.5 Interpretation 90 4 Section 9.6 10.05 Entire Agreement 91 64 Section 9.7 No Third-10.06 Successors and Assigns; Third Party Beneficiaries 91 64 Section 9.8 10.07 Amendment 65 Section 10.08 Waiver 65 Section 10.09 Currency 65 Section 10.10 Governing Law 91 Law; Jurisdiction 65 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 10.11 Waiver of Jury Trial 94 65 Section 9.15 10.12 Counterparts 94 66 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 10.13 Specific Performance 66 EXHIBITS Exhibit A Assumption Agreement A-1 SGA LPA Exhibit A-2 GP LLCA Exhibit B Xxxx of Sale Services Agreements Exhibit C Retained IP License Agreement Form of Transfer Document Exhibit D Accessories Supply Escrow Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET Tax Certificate SCHEDULES Schedule A Transferred Units and Purchase Price Percentages Schedule B Balance Sheet Rules Schedule C Current Assets and Liabilities Schedule D Unfunded Client Mandates Schedule E Purchase Price Allocation Principles SECURITIES PURCHASE AGREEMENT ASSET THIS SECURITIES PURCHASE AGREEMENT, dated as of July 9, 2018 AGREEMENT (this “Agreement”), between Specialty Surgical Instrumentation Inc.dated as of February 1, 2018, is made by and among (i) Sustainable Growth Advisers, LP, a Tennessee corporation Delaware limited partnership, (“SGA”), (ii) SGIA, LLC, a Delaware limited liability company and the general partner of SGA (“SGIA” and, together with SGA, the “SGA Company Parties”), (iii) Estancia Capital Partners, L.P. (“Estancia”), (iv) each of the individuals set forth on the signature pages hereto under the heading “Management Sellers” (the “BuyerManagement Sellers” and, together with Estancia, the “Sellers” and the Sellers, together with the SGA Company Parties, the “SGA Parties)) and (v) Virtus Partners, and Bovie Medical CorporationInc., a Delaware corporation (the “SellerPurchaser” and, together with the SGA Parties, the “Parties”).

Appears in 1 contract

Samples: Securities Purchase Agreement (Virtus Investment Partners, Inc.)

Conditions to Closing. 45 Section 6.1 General Conditions 76 Section 6.2 6.1. Conditions to the Obligations of Parent, Acquisition HoldCo and Acquisition Corp 45 Section 6.2. Conditions to the Obligations of the Seller 77 Section 6.3 Conditions to Obligations of the Buyer 77 Company 46 ARTICLE VII INDEMNIFICATION SURVIVAL; INDEMNIFICATION; TAX MATTERS 48 Section 7.1 7.1. Survival 79 48 Section 7.2 7.2. Indemnification by the Seller 79 48 Section 7.3 7.3. Limitation of Liability 49 Section 7.4. Additional Indemnification by the Buyer 80 Limitations 49 Section 7.4 Procedures 80 7.5. Notice of Claims 50 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 7.6. Defense of Third Party Claims 50 Section 7.6 R&W Insurance Policy 83 7.7. Dispute Resolution Negotiation 50 Section 7.7 7.8. Indemnity Escrow Funds and Indemnity Payments 51 Section 7.9. Exclusive Remedy 83 52 Section 7.10. Tax Matters 53 ARTICLE VIII TERMINATION; EFFECT OF TERMINATION 54 Section 8.1 8.1. Termination 83 54 Section 8.2 8.2. Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 54 ARTICLE IX GENERAL PROVISIONS FEES AND EXPENSES 55 Section 9.1 Fees and 9.1. Expenses 88 55 Section 9.2 9.2. Stockholders of the Company 55 ARTICLE X DEFINITIONS 55 Section 10.1. Table of Definitions 55 Section 10.2. Other Terms 61 Section 10.3. Other Definitional Provisions 61 ARTICLE XI MISCELLANEOUS 61 Section 11.1. Press Releases 61 Section 11.2. Integration 61 Section 11.3. Assignment 62 Section 11.4. Waiver 62 Section 11.5. Notices 62 Section 11.6. Amendment and Modification 88 63 Section 9.3 Waiver 89 11.7. Governing Law; Jurisdiction 63 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 No Third-11.8. Third Party Beneficiaries 91 64 Section 9.8 Governing Law 91 11.9. Performance 64 Section 9.9 Submission to Jurisdiction 91 11.10. Severability 64 Section 9.10 Assignment11.11. Extensions 64 Section 11.12. Section Headings 64 Section 11.13. Exhibits; Successors 92 Disclosure Schedules 64 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 Section 9.15 11.14. Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 65 Exhibits Exhibit A Assumption Stockholders Entering into a Voting and Release Agreement Exhibit B Xxxx Form of Sale Voting Agreement and Release Exhibit C Retained IP License Form of Certificate of Incorporation of the Surviving Corporation Exhibit D Form of Bylaws of the Surviving Corporation Exhibit E Directors and Officers of the Surviving Corporation Exhibit F Payments to Stockholders and Management Incentive Grant Recipients Exhibit G Compound Transaction Revenue; Percentage Payable to Stockholders and Management Incentive Grant Recipients Exhibit H Second Amended and Restated Investors’ Rights Agreement Exhibit D Accessories Supply I Second Amended and Restated Voting Agreement, as amended Exhibit J Restated Certificate of Parent Exhibit K Management Rights Agreement Exhibit E Generator Supply L Secondary Share Purchase Agreement Exhibit F Transition Services Schedules Company Disclosure Schedule Parent Disclosure Schedule Schedule 6.1(c) Consents Required Schedule 6.1(g) Persons Executing the Rights Agreement ASSET PURCHASE Schedule 6.1(h) Persons Executing the Voting Agreement AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (this “Agreement”), between Specialty Surgical Instrumentation Inc.dated as of January 8, 2014, by and among COHERUS BIOSCIENCES, INC., a Tennessee Delaware corporation (the BuyerParent”), and Bovie Medical CorporationCOHERUS INTERMEDIATE CORP., a Delaware corporation (“Acquisition HoldCo”), COHERUS ACQUISITION CORP., a Delaware corporation (“Acquisition Corp.”), INTEKRIN THERAPEUTICS INC., a Delaware corporation (the “SellerCompany).) and FORTIS ADVISORS LLC, a Delaware limited liability company, solely in its capacity as the Stockholders’ Representative. Certain capitalized terms used in this Agreement have the meanings ascribed to them in Article X.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Coherus BioSciences, Inc.)

Conditions to Closing. Section 6.1 General Conditions 76 Section 6.2 11.01. Conditions to Obligations of the Buyer and Seller 77 50 Section 6.3 11.02. Conditions to Obligations Obligation of the Buyer 77 50 Section 11.03. Conditions to Obligation of Seller 52 ARTICLE VII 12 SURVIVAL; INDEMNIFICATION Section 7.1 12.01. Survival 79 53 Section 7.2 12.02. Indemnification by the Seller 79 53 Section 7.3 12.03. Third Party Claim Procedures 54 Section 12.04. Direct Claim Procedures 55 Section 12.05. Indemnification by the Buyer 80 Basket And Cap 55 Section 7.4 Procedures 80 12.06. Earn-Out Payment Offset 56 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 12.07. Purchase Price Adjustment 56 ARTICLE VIII 13 TERMINATION Section 8.1 13.01. Grounds for Termination 83 56 Section 8.2 13.02. Effect of Termination 85 57 PAGE ARTICLE 14 MISCELLANEOUS Section 8.3 Buyer Termination Fee 86 14.01. Notices 58 Section 8.4 Additional Fees 14.02. Amendments and Expenses 87 ARTICLE IX GENERAL PROVISIONS Waivers 59 Section 9.1 Fees 14.03. Disclosure Schedule References 59 Section 14.04. Expenses. 59 Section 14.05. Successors and Expenses 88 Assigns 60 Section 9.2 Amendment and Modification 88 14.06. Governing Law 60 Section 9.3 Waiver 89 14.07. Jurisdiction 60 Section 9.4 Notices 89 14.08. WAIVER OF JURY TRIAL 61 Section 9.5 Interpretation 90 4 14.09. Counterparts; Effectiveness; Third Party Beneficiaries 61 Section 9.6 14.10. Entire Agreement 91 61 Section 9.7 No Third-Party Beneficiaries 91 14.11. Bulk Sales Laws 61 Section 9.8 Governing Law 91 14.12. Severability 61 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 14.13. Specific Performance 62 Exhibit A Form of Written Consents Exhibit B Form of Equityholder Support Agreement Exhibit C Assignment and Assumption Agreement Exhibit B Xxxx D Assignment of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Copyrights Exhibit E Generator Supply Agreement Assignment of Domain Names Exhibit F Transition Form of Warranty Services Agreement ASSET PURCHASE AND SALE AGREEMENT ASSET THIS PURCHASE AGREEMENT, dated as of July 9, 2018 AND SALE AGREEMENT (this “Agreement”)) is made and entered into as of this twenty-fifth day of March, 2014, by and between Specialty Surgical Instrumentation Inc.UCP, LLC, a Tennessee corporation Delaware limited liability company (the “Buyer”), and Bovie Medical CorporationCitizens Homes, Inc., a Delaware corporation (the “Seller”).

Appears in 1 contract

Samples: Purchase and Sale Agreement (UCP, Inc.)

Conditions to Closing. Financing Not a Condition to Closing 6 Section 6.1 General Conditions 76 Section 6.2 5.01. Conditions to Obligations Seller's Obligation to Close 6 Section 5.02. Notice of Receipt of Certain Approvals 6 Section 5.03. Conditions to Purchaser's Obligation to Close 6 Section 5.04. Failure of Conditions to Close 7 Section 5.05. No Financing Contingency 7 ARTICLE 6. Permitted Exceptions 7 Section 6.01. Permitted Exceptions 7 Section 6.02. Indemnity for Certain Judgments and Liens 9 ARTICLE 7. State of Title 9 Section 7.01. Delivery of Title 9 Section 7.02. Title Report 9 Section 7.03. Title Objections 9 Section 7.04. Seller's Right to Remove Objections 10 Section 7.05. Manner of Removal of Objections 11 Section 7.06. Certain Items Not Objections 11 ARTICLE 8. Representations 12 Section 8.01. Seller's Representations 12 Section 8.02. Seller's Knowledge 12 Section 8.03. Purchaser's Representations 13 ARTICLE 9. Condition of the Property; Hazardous Materials 14 Section 9.01. Property Sold As-Is 14 Section 9.03. Purchaser's Inspection of Property 16 Section 9.05. Purchaser's Waiver of Certain Environmental Claims 17 Section 9.06. Hazardous Substances and Environmental Laws Defined 17 Section 9.07. Seller 77 Not Liable for Certain Representations 18 Section 6.3 Conditions to Obligations 9.08. Seller Liability 18 Section 9.09. Survival 18 ARTICLE 10. Certain Covenants 18 Section 10.01. Operation of the Buyer 77 Unit 18 Section 10.02. No-Action Letter, PSC Approval 19 Section 10.03. Insurance 19 Section 10.04. Covenants of Purchaser 19 ARTICLE VII INDEMNIFICATION 11. Closing Documents 19 Section 7.1 Survival 79 11.01. Seller's Closing Documents 19 Section 7.2 Indemnification by the Seller 79 11.02. Purchaser's Closing Documents 20 Section 7.3 Indemnification by the Buyer 80 11.03. Escrow Instructions Re: Downpayment 21 Section 7.4 Procedures 80 11.04. Value of Personalty 21 ARTICLE 12. Apportionments. 21 ARTICLE 13. Taxes and Other Expenses 22 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 13.01. Property and Transfer Taxes 22 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional 13.02. Recording Fees and Expenses 87 Title Insurance Costs 22 Section 13.03. Financing and Due Diligence Costs 22 Section 13.04. Seller's Legal Costs 22 Section 13.05. Survival 22 ARTICLE IX GENERAL PROVISIONS 14. Brokerage 22 Section 9.1 Fees and Expenses 88 14.01. Seller's Representation 22 Section 9.2 Amendment and 14.02. Indemnity by Seller 23 Section 14.03. Purchaser's Representation 23 Section 14.04. Indemnity by Purchaser 23 Section 14.05. Survival 23 ARTICLE 15. Merger Provision 23 ARTICLE 16. Acceptance of Deed; Survival 23 ARTICLE 17. Condemnation; Casualty 24 Section 17.01. Condemnation 24 Section 17.03. Casualty. 24 Section 17.05. Dispute Resolution 26 Section 17.06. Waiver of GOL Section 5-1311; Survival 26 ARTICLE 18. Remedies 26 Section 18.01. Seller's Remedies 26 Section 18.03. Purchaser's Remedies 27 Section 18.04. Survival 28 ARTICLE 19. Assignment; Binding Effect 28 Section 19.01. Assignment 28 Section 19.02. Purchaser's Liability After Assignment 28 Section 19.03. Binding Effect 29 ARTICLE 20. No Oral Modification 88 Section 9.3 Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 or Reliance 29 ARTICLE 21. No Reliance by or Benefit to Third-Party Beneficiaries 91 Section 9.8 Parties 29 ARTICLE 22. Severability 29 ARTICLE 23. Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 and Venue 29 ARTICLE 24. Captions 29 ARTICLE 25. Notices 29 ARTICLE 26. [Intentionally Omitted] 31 ARTICLE 27. Tax Reduction Proceedings 31 ARTICLE 28. Waiver 31 ARTICLE 29. Utility Meters 31 ARTICLE 30. Waiver of Trial by Jury Trial 94 32 ARTICLE 31. [Intentionally Omitted] 32 ARTICLE 32. Like-Kind Exchange 32 Section 9.15 32.01. Seller's Right 32 Section 32.02. Purchaser's Right 33 ARTICLE 33. Escrow. 33 ARTICLE 34. Miscellaneous 33 Section 34.01. Counterparts 94 33 Section 9.16 Facsimile or .pdf Signature 94 34.02. Consent, etc 33 Section 9.17 Time 34.03. Directors, Officers, etc 34 Section 34.04. Abandoned Cables and Wiring 34 Section 34.05. Waiver of Essence 94 Certain Declaration Provisions 34 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Exhibit 34.06. Survival 34 ARTICLE 35. Nonrecordability 34 SCHEDULES A Assumption Agreement Exhibit Title Exceptions B Xxxx [Intentionally Omitted] C Litigation Schedule D Contractor Unions EXHIBITS A Land – Legal Description B Form of Fourth Amendment to Declaration C Title Certificate and Indemnity D [Intentionally Omitted] E Form of Bargain and Sale Deed F Form of Notice of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as G Form of July 9, 2018 (this “Agreement”), between Specialty Surgical Instrumentation Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”).Lease H Form of Certificate of Board of Managers EXECUTION VERSION

Appears in 1 contract

Samples: Contract of Sale

Conditions to Closing. 77 Section 6.1 General Conditions 76 Section 6.2 8.01. Conditions to Obligations of the Seller Each Party 77 Section 6.3 8.02. Conditions to Obligations of the Buyer Purchaser 77 ARTICLE VII INDEMNIFICATION Section 7.1 8.03. Conditions to Obligations of Seller 78 Article IX. TERMINATION PRIOR TO CLOSING 78 Section 9.01. Termination of Agreement 78 Section 9.02. Termination Procedure 79 Section 9.03. Survival 79 Section 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer Article X. INDEMNIFICATION 80 Section 7.4 Procedures 10.01. Survival 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 10.02. Indemnification 80 Section 10.03. Certain Limitations 81 Section 10.04. Definitions 82 Section 7.6 R&W Insurance Policy 10.05. Procedures for Third Party Claims 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 Effect of Termination 10.06. Direct Claims 85 Section 8.3 Buyer Termination Fee 10.07. Sole Remedy 85 Section 10.08. Certain Other Matters 85 Article XI. GENERAL PROVISIONS 86 Section 8.4 Additional Fees and 11.01. Publicity 86 Section 11.02. Expenses 86 Section 11.03. Notices 86 Section 11.04. Entire Agreement 87 ARTICLE IX GENERAL PROVISIONS Section 9.1 Fees and Expenses 11.05. Severability 88 Section 9.2 Amendment and Modification 11.06. Assignment 88 Section 9.3 11.07. Waivers and Amendments 88 Section 11.08. Disclosure Schedules 88 Section 11.09. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial 88 Section 11.10. Rules of Construction 89 Section 9.4 Notices 89 11.11. Certain Limitations 90 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 11.12. No Third-Third Party Beneficiaries 91 Section 9.8 Governing Law 11.13. Execution in Counterparts 91 Section 9.9 Submission to Jurisdiction 11.14. Equitable Remedies 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 SCHEDULES Schedule I Assigned Contracts Schedule II Transferred Assets Schedule III Assumed Liabilities Schedule IV Pre-Closing Investment Guidelines Schedule V Transaction Accounting Principles Schedule VI Real Estate Seller Disclosure Schedule Purchaser Disclosure Schedule EXHIBITS Exhibit A Form of Commutation Agreement Exhibit B Form of Reinsurance Agreement Exhibit C Form of Trust Agreement Exhibit D Form of Administrative Services Agreement Exhibit E Form of Transition Services Agreement Exhibit F Form of Intellectual Property Agreement Exhibit G Form of Distribution Agreement Exhibit H Form of Xxxx of Sale and Assignment and Assumption Agreement Exhibit B Xxxx I Form of Sale Exhibit C Retained IP Trademark License Agreement Exhibit D Accessories Supply J Form of Portland Location Assignment Agreement Exhibit E Generator Supply K-1 Form of Plantation Sublease Exhibit K-2 Form of South Portland Sublease Exhibit K-3 Form of Omaha Sublease Exhibit L Form of Hartford License Agreement Exhibit F Transition Services M Form of Employee Leasing Agreement ASSET PURCHASE Exhibit N Form of Data Processing Side Letter MASTER TRANSACTION AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 This Master Transaction Agreement (this “Agreement”), dated as of October 22, 2017, is entered into by and between Specialty Surgical Instrumentation Aetna Inc., a Tennessee Pennsylvania corporation (the BuyerSeller”), and Bovie Medical CorporationHartford Life and Accident Insurance Company, a Delaware corporation Connecticut insurance company (the SellerPurchaser”).

Appears in 1 contract

Samples: Master Transaction Agreement

Conditions to Closing. 14 Section 6.1 General Conditions 76 5.01 Condition to the Obligations of all of the Parties. 14 Section 6.2 Conditions 5.02 Condition to the Obligations of the Seller 77 Purchaser. 14 Section 6.3 Conditions 5.01 Condition to the Obligations of Seller. 15 ARTICLE VI. ADDITIONAL COVENANTS OF THE PARTIES 15 Section 6.01 Access to Properties and Records. 15 Section 6.02 Actions Prior to Closing. 15 Section 6.03 Limitations on Actions. 16 Section 6.04 Actions at the Buyer 77 Closing. 16 ARTICLE VII VII. TERMINATION 16 Section 7.01 Termination. 16 Section 7.02 Survival After Termination. 17 ARTICLE VIII. INDEMNIFICATION 17 Section 7.1 Survival 79 8.01 Indemnification of Purchaser. 17 Section 7.2 8.02 Indemnification by the Seller 79 of Seller. 17 Section 7.3 Indemnification by the Buyer 80 8.03 Procedure. 17 Section 7.4 Procedures 80 8.04 Periodic Payments. 19 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 8.05 Insurance. 19 Section 7.6 R&W Insurance Policy 83 8.06 Time Limit. 19 ARTICLE IX. DISPUTE RESOLUTION 19 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION 9.01 Arbitration. 19 Section 8.1 Termination 83 Section 8.2 Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 ARTICLE IX GENERAL PROVISIONS Section 9.1 Fees and Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 No Third-Party Beneficiaries 91 Section 9.8 Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 9.02 Waiver of Jury Trial 94 Trial; Exemplary Damages. 20 ARTICLE X. MISCELLANEOUS 21 Section 9.15 Counterparts 94 10.01 Brokers. 21 Section 9.16 Facsimile or .pdf Signature 94 10.02 Governing Law. 21 Section 9.17 Time of Essence 94 10.03 Notices. 22 Section 9.18 10.04 Attorneys’ Fees. 22 Section 10.05 Confidentiality. 22 Section 10.06 Public Announcements and Filings. 22 Section 10.07 Schedules; Knowledge. 23 Section 10.08 Third Party Beneficiaries. 23 Section 10.09 Expenses. 23 Section 10.10 Entire Agreement. 23 Section 10.11 Survival; Termination. 23 Section 10.13 Arm’s Length Bargaining; No Presumption Against Drafting Party 94 Drafter. 24 Section 9.19 Investigation by the Buyer 95 10.14 Headings. 24 Section 10.15 Exhibits and Schedules. 24 Section 10.16 No Assignment or Delegation. 24 Section 10.17 Commercially Reasonable Efforts. 24 Section 10.18 Further Assurances. 24 Section 10.19 Specific Performance. 24 Section 10.20 Counterparts. 24 Exhibits Exhibit A Assumption Agreement Exhibit B Xxxx of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement Novo Integrated Sciences FY’19 Annual Audit 10-K (8/31/19) Schedules Schedule 1 Novo Integrated Sciences, Inc. Disclosure Schedule Schedule 2 2731861 Ontario Corp. Disclosure Schedule & Deliverables INTELLECTUAL PROPERTY ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated Dated as of July 9December 17, 2018 2019 This Intellectual Property Asset Purchase Agreement (this “Agreement”)) is entered into as of the date first set forth above (the “Effective Date”) by and between Novo Integrated Sciences, between Specialty Surgical Instrumentation Inc., a Tennessee Nevada corporation (the “BuyerPurchaser)) and 2731861 Ontario Corp., and Bovie Medical Corporationan Ontario, a Delaware Canada corporation (the “Seller”). Each of the Purchaser and Seller may be referred to herein collectively as the “Parties” and separately as a “Party.

Appears in 1 contract

Samples: Intellectual Property Asset Purchase Agreement (Novo Integrated Sciences, Inc.)

Conditions to Closing. Section 6.1 General 8.1 Conditions 76 to Each Party’s Obligations 30 Section 6.2 8.2 Conditions to Obligations of American 30 Section 8.3 Conditions to Obligations of the Seller 77 Section 6.3 Conditions to Obligations of the Buyer 77 Transferors 31 ARTICLE VII INDEMNIFICATION Section 7.1 Survival 79 Section 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII IX TERMINATION; EFFECT OF TERMINATION Section 8.1 9.1 Termination 83 31 Section 8.2 9.2 Effect of Termination 85 32 ARTICLE X SURVIVAL AND REMEDY; INDEMNIFICATION Section 8.3 Buyer Termination Fee 86 10.1 Survival 32 Section 8.4 Additional Fees and Expenses 87 10.2 Indemnification 33 Section 10.3 REIT Requirements 36 Section 10.4 Limitations on Indemnification 37 Section 10.5 Contribution 38 Section 10.6 Exclusivity 38 Section 10.7 Insurance Coverage 38 Section 10.8 Subrogation 39 Section 10.9 Taxes Effects 39 ARTICLE IX XI GENERAL PROVISIONS Section 9.1 Fees and Expenses 88 11.1 Notices 39 Section 9.2 Amendment and Modification 88 11.2 Interpretation 40 Section 9.3 Waiver 89 11.3 Choice of Law; Venue 41 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 No Third-Party Beneficiaries 91 Section 9.8 Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 11.4 Waiver of Jury Trial 94 41 Section 9.15 Counterparts 94 11.5 Entire Agreement 41 Section 9.16 Facsimile or .pdf Signature 94 11.6 Amendment 41 Section 9.17 Time 11.7 Waiver 41 Section 11.8 Remedies 42 Section 11.9 Severability 42 Section 11.10 Relationship of Essence 94 the Parties 42 Section 9.18 11.11 Further Assurances 42 Section 11.12 Parties in Interest; No Third Party Beneficiaries 43 Section 11.13 Successors and Assigns 43 Section 11.14 No Presumption Against Drafting Party 94 Drafter 43 Section 9.19 Investigation by the Buyer 95 11.15 Disclaimer 43 Section 11.16 Counterparts 44 Section 11.17 Guaranty 44 Section 11.18 Incorporation of Recitals 44 EXHIBITS Exhibit A Assumption Agreement Exhibit B Form of Xxxx of Sale Exhibit C Retained IP License B Form of Assignment and Assumption Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement C Form of Certificates of Non-Foreign Status SCHEDULES Schedule 1.1-1 Property Management Employees Schedule 1.1-2 Knowledge Persons of the Transferors Schedule 1.1-3 Knowledge Persons of American Schedule 2.1(b)(1) Assumed PTO Schedule 2.1(b)(2) Assumed Employment Agreements DISCLOSURE SCHEDULES American Disclosure Schedules Transferors Disclosure Schedules ASSET PURCHASE ACQUISITION AGREEMENT This ASSET PURCHASE ACQUISITION AGREEMENT, dated as of July 9March 12, 2018 2014 (this “Agreement”), between Specialty Surgical Instrumentation is entered into by and among Inland American Real Estate Trust, Inc., a Tennessee Maryland corporation (“American”), Inland American Holdco Management LLC, a Delaware limited liability company (“Holdco”), Inland American Retail Management LLC, Inland American Office Management LLC and Inland American Industrial Management LLC, each a Delaware limited liability company and wholly owned Subsidiary (as defined herein) of Holdco (collectively, the “Property Managers,” and together with Holdco, the “Transferors” and each a “Transferor”), and, solely with respect to Section 11.17, Eagle I Financial Corp., a Nevada corporation (the “BuyerGuarantor”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”).. Terms used herein are defined in Article I.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Inland American Real Estate Trust, Inc.)

Conditions to Closing. Section 6.1 General 8.01. Conditions 76 to Each Party’s Obligation 71 Section 6.2 8.02. Conditions to Obligations of the Seller 77 71 Section 6.3 8.03. Conditions to Obligations of the Buyer 77 Purchaser 72 ARTICLE VII INDEMNIFICATION IX TERMINATION, AMENDMENT AND WAIVER Section 7.1 Survival 79 9.01. Termination 72 Section 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 9.02. Effect of Termination 85 73 ARTICLE X INDEMNIFICATION Section 8.3 Buyer Termination Fee 86 10.01. Indemnification; Remedies 73 Section 8.4 Additional Fees and Expenses 87 10.02. Notice of Claim; Defense 75 Section 10.03. Special Indemnity 76 Section 10.04. No Duplication; Exclusive Remedy 78 Section 10.05. Limitation on Set-off 78 Section 10.06. Mitigation 78 Section 10.07. Potential Contributors 78 TABLE OF CONTENTS (continued) ARTICLE IX XI GENERAL PROVISIONS Page Section 9.1 Fees and 11.01. Waiver 79 Section 11.02. Expenses 88 79 Section 9.2 Amendment and Modification 88 11.03. Notices 79 Section 9.3 Waiver 89 11.04. Headings 80 Section 9.4 Notices 89 11.05. Severability 80 Section 9.5 Interpretation 90 4 Section 9.6 11.06. Entire Agreement 91 80 Section 9.7 11.07. Assignment 80 Section 11.08. No Third-Party Beneficiaries 91 80 Section 9.8 11.09. Amendment 81 Section 11.10. Governing Law 91 Section 9.9 Law; Submission to Jurisdiction 91 Section 9.10 AssignmentJurisdiction; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 81 Section 9.15 11.11. Counterparts 94 81 Section 9.16 Facsimile or .pdf Signature 94 11.12. No Presumption 82 Section 9.17 11.13. Availability of Equitable Relief 82 Section 11.14. Time of Essence 94 82 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 11.15. Construction of Agreements 82 Seller Disclosure Schedule Exhibits Exhibit A Assumption ATLAS OCSP Software License Agreement Exhibit B Xxxx of Sale and Assignment and Assumption Agreements Exhibit C Retained IP Commercial Agreements Exhibit D Intellectual Property Assignment Agreements Exhibit E Intellectual Property License Agreement Exhibit D Accessories Supply Agreement F Current Asset and Current Liability Accounts Included in the Modified Working Capital; Calculation Principles; Estimated Modified Working Capital Exhibit E Generator Supply Agreement G Product and Services Extensions Exhibit F H Transition Services Agreement ASSET PURCHASE TABLE OF CONTENTS (continued) Page Exhibit I Trademark License Agreement Exhibit J Website Agreement Exhibit K Employment Offer Exceptions Exhibit L Preliminary Acquisition Structure ACQUISITION AGREEMENT ASSET PURCHASE AGREEMENT, This ACQUISITION AGREEMENT is dated as of July 9May 19, 2018 (this “Agreement”)2010, between Specialty Surgical Instrumentation Inc.VERISIGN, a Tennessee corporation (the “Buyer”), and Bovie Medical CorporationINC., a Delaware corporation (the “VeriSign” or “Seller”), and SYMANTEC CORPORATION, a Delaware corporation (“Purchaser”).

Appears in 1 contract

Samples: Acquisition Agreement (Symantec Corp)

Conditions to Closing. 47 Section 6.1 General 7.01. Conditions 76 to Each Party’s Obligations. 47 Section 6.2 7.02. Conditions to Obligations of the Seller 77 Sellers. 48 Section 6.3 7.03. Conditions to Obligations of the Buyer 77 Buyer. 49 ARTICLE VII VIII TERMINATION, AMENDMENT AND WAIVER 50 Section 8.01. Termination. 50 Section 8.02. Notice of Termination. 50 Section 8.03. Effect of Termination. 50 Section 8.04. Extension; Waiver. 51 ARTICLE IX INDEMNIFICATION 51 Section 7.1 Survival 79 9.01. Survival. 51 Section 7.2 9.02. Indemnification by the Seller 79 Sellers. 51 Section 7.3 9.03. Indemnification by the Buyer 80 Buyer. 52 Section 7.4 Procedures 80 9.04. Notification of Claims. 52 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 9.05. Exclusive Remedies. 54 Section 7.6 R&W Insurance Policy 83 9.06. Additional Indemnification Provisions. 54 Section 7.7 Exclusive Remedy 83 9.07. Mitigation. 55 Section 9.08. Third Party Recovery. 55 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 ARTICLE IX X GENERAL PROVISIONS 56 Section 9.1 Fees and Expenses 88 10.01. Expenses. 56 Section 9.2 Amendment and Modification 88 10.02. Notices. 56 Section 9.3 Waiver 89 10.03. Public Announcements. 57 Section 9.4 Notices 89 10.04. Severability. 58 Section 9.5 Interpretation 90 4 10.05. Entire Agreement. 58 Section 9.6 Entire Agreement 91 10.06. Assignment. 58 Section 9.7 10.07. No Third-Party Beneficiaries 91 Beneficiaries. 58 Section 9.8 10.08. Amendment. 58 Section 10.09. Disclosure Schedule. 58 Section 10.10. Governing Law 91 and Dispute Resolution. 59 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 10.11. Waiver of Jury Trial 94 Trial. 60 Section 9.15 Counterparts 94 10.12. Bulk Sales Laws. 60 Section 9.16 Facsimile or .pdf Signature 94 10.13. Specific Performance. 60 Section 9.17 Time 10.14. Rules of Essence 94 Construction. 60 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 10.15. Counterparts. 61 EXHIBITS Exhibit A Definitions Exhibit B Form of Deed Exhibit C Form of Assignment and Assumption of Lease Exhibit D Form of Xxxx of Sale, Assignment and Assumption Agreement Exhibit B Xxxx E Form of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Employee Matters Agreement ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT, dated as of July 9April 13, 2018 2017, is made by and between COCA-COLA REFRESHMENTS USA, INC., a Delaware corporation (this AgreementCCR”; each of CCR and any Affiliate of CCR made a party hereto after the date hereof pursuant to Section 5.15 are referred to herein individually as a “Seller” and are referred to herein collectively as the “Sellers”), between Specialty Surgical Instrumentation Inc.and COCA-COLA BOTTLING CO. CONSOLIDATED, a Tennessee Delaware corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”).

Appears in 1 contract

Samples: Asset Purchase Agreement

Conditions to Closing. Section 6.1 General Conditions 76 Section 6.2 44 8.1. Conditions to Obligations of the Seller 77 Section 6.3 Purchaser 44 8.2. Conditions to Obligations of the Buyer 77 Company and the Seller 47 ARTICLE VII 9 TERMINATION 49 9.1. Termination 49 9.2. Effect of Termination 50 ARTICLE 10 SURVIVAL; INDEMNIFICATION Section 7.1 50 10.1. Survival 79 Section 7.2 50 10.2. Indemnification Limits 51 10.3. Indemnification by the Seller 79 Section 7.3 51 10.4. Indemnification by the Buyer 80 Section 7.4 Purchaser 52 10.5. Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 for Indemnification of Third Party Claims 52 10.6. Right of Set-Off 53 10.7. Adjustment to Purchase Price 53 10.8. Exclusive Remedy 83 53 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees 11 MISCELLANEOUS 53 11.1. Notices 53 11.2. Severability and Governing Law; Forum 55 11.3. Amendments, Waivers 55 11.4. Expenses 87 ARTICLE IX GENERAL PROVISIONS Section 9.1 Fees 55 11.5. Successors and Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Assigns 55 11.6. Entire Agreement 91 Section 9.7 No Third-55 11.7. Counterparts 56 TABLE OF CONTENTS (cont'd) Page 11.8. Headings 56 11.9. Further Assurances 56 11.10. Third Party Beneficiaries 91 Section 9.8 Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 56 11.11. No Strict Construction 56 11.12. Publicity 56 11.13. Schedules and Exhibits 56 11.14. Waiver of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time 57 11.15. Limitations With Respect to Cavan 57 ARTICLE 12 DEFINITIONS 57 List of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by Exhibits Exhibit 1.1 Form of Assignment Exhibit 1.2(a)(ii) Form of First Tranche Note Exhibit 1.2(a)(iii) Form of Convertible Note Exhibit 8.1(j) Form of Opinion of the Buyer 95 Seller's Counsel Exhibit A Assumption 8.1(k) Form of Escrow Agreement Exhibit B Xxxx 8.1(s) Summary Terms of Sale Management Contract Exhibit C Retained IP License 8.1(t) Form of Registration Rights Agreement Exhibit D Accessories Supply 8.1(u) Summary Terms of Brokerage Agreement Exhibit E Generator Supply Agreement 8.1(v) Form of Affiliate Note Exhibit F Transition Services Agreement ASSET 8.2(g) Form of Opinion of the Purchaser's Counsel SECURITIES PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 This Securities Purchase Agreement (this “Agreement”)) is entered into as of November 3, between Specialty Surgical Instrumentation 2006 by and among (i) Cold Spring Capital Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Purchaser”), (ii) Sedona Development Partners, LLC, an Arizona limited liability company (the “Company”), (iii) Seven Canyons Investors, L.L.C., an Arizona limited liability company (the “Seller”), and (iv) solely for purposes of Sections 5.3(b) and 5.5 through 5.11, Xxxxx X. Xxxxx and Cavan Management Services, L.L.C., an Arizona limited liability company (together, “Cavan”).

Appears in 1 contract

Samples: Securities Purchase Agreement (Cold Spring Capital Inc.)

Conditions to Closing. Section 6.1 General Conditions 76 to Each Party's Obligations 58 Section 6.2 Conditions to Obligations of the Seller 77 Purchaser 58 Section 6.3 Conditions to Obligations of the Buyer 77 Parent 59 SC1:3314648.6 TABLE OF CONTENTS (continued) ARTICLE VII INDEMNIFICATION TAX MATTERS Section 7.1 Survival 79 Seller Returns and Reports 59 Section 7.2 Purchaser Returns and Reports 60 Section 7.3 Amendments 61 Section 7.4 Contest Provisions 61 Section 7.5 Transfer and Sales Taxes 62 Section 7.6 Cooperation; Access to Records 63 Section 7.7 No Tax Election 63 Section 7.8 Tax Sharing 63 Section 7.9 Income Tax Purchase Price Allocation 63 Section 7.10 Refund of Tax Benefits 64 ARTICLE VIII SURVIVAL; INDEMNIFICATION; CERTAIN REMEDIES Section 8.1 Survival 64 Section 8.2 Indemnification by the Seller 79 Parent 65 Section 7.3 8.3 Indemnification by the Buyer 80 Purchaser 66 Section 7.4 Procedures 80 8.4 Claims Procedure 67 Section 7.5 8.5 Payment 70 Section 8.6 Treatment of Indemnification Payments 70 Section 8.7 Provisions 71 Section 8.8 Exclusive Remedies Not Affected by Investigation, Disclosure or Knowledge 82 71 Section 7.6 R&W Insurance Policy 83 8.9 Damages 71 Section 7.7 Exclusive Remedy 83 8.10 Net Tax Benefit 72 Section 8.11 Contingent Liabilities 72 Section 8.12 Right to Recover 72 Section 8.13 Double Claims 72 Section 8.14 Mitigation of Losses 73 ARTICLE VIII IX TERMINATION Section 8.1 9.1 Termination 83 73 Section 8.2 9.2 Notice of Termination 74 Section 9.3 Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 ARTICLE IX GENERAL PROVISIONS Section 9.1 Fees and Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 74 Section 9.4 Additional Rights and Remedies 74 -iii- SC1:3314648.6 TABLE OF CONTENTS (continued) ARTICLE X MISCELLANEOUS Section 10.1 Notices 89 74 Section 9.5 Interpretation 90 4 10.2 Assignment 76 Section 9.6 Entire Agreement 91 Section 9.7 10.3 No Third-Party Beneficiaries 91 76 Section 9.8 10.4 Whole Agreement; Conflict with Other Transaction Documents 76 Section 10.5 Costs 77 Section 10.6 Governing Law 91 Law; Consent to Jurisdiction; Specific Performance 77 Section 9.9 Submission to Jurisdiction 91 10.7 Counterparts 78 Section 9.10 Assignment10.8 Severability 78 Section 10.9 Amendments; Successors 92 Waiver 79 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver 10.10 Payments 79 Schedules and Exhibits Schedule A Target Companies Schedule B Jurisdiction-Specific Closing Deliverables Schedule C Reference Closing Statement Exhibit 1 Form of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Exhibit A Assumption Agreement Exhibit B Xxxx of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET Exhibit 2 Form of Transitional Trademark License Agreement Disclosure Letters Parent’s Disclosure Letter Purchaser’s Disclosure Letter SC1:3314648.6 PURCHASE AGREEMENT ASSET PURCHASE AND SALE AGREEMENT, dated as of July 9October 23, 2018 2012 (this the “Agreement”), by and between Specialty Surgical Instrumentation Ally Financial Inc., a Tennessee corporation organized under the laws of the state of Delaware (the BuyerParent”), and Bovie Medical CorporationRoyal Bank of Canada, a Delaware corporation Schedule I bank existing under the Bank Act (the SellerPurchaser”).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Ally Financial Inc.)

Conditions to Closing. 45 Section 6.1 General Conditions 76 Section 6.2 7.01 Conditions to Obligations of the Seller 77 All Parties. 45 Section 6.3 7.02 Conditions to Obligations of the Buyer 77 ARTICLE VII INDEMNIFICATION Buyer. 46 Section 7.1 Survival 79 Section 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 7.03 Conditions to Obligations of Sellers. 47 ARTICLE VIII TERMINATION INDEMNIFICATION 48 Section 8.1 Termination 83 8.01 Survival. 48 Section 8.2 8.02 Indemnification By Sellers. 49 Section 8.03 Indemnification By Buyer. 49 Section 8.04 Certain Limitations. 50 Section 8.05 Indemnification Procedures. 50 Section 8.06 Payments. 52 Section 8.07 Tax Treatment of Indemnification Payments. 52 Section 8.08 Effect of Termination 85 Investigation. 53 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 8.09 Exclusive Remedies. 53 ARTICLE IX GENERAL PROVISIONS TERMINATION 53 Section 9.1 Fees 9.01 Termination. 53 Section 9.02 Effect of Termination. 54 ARTICLE X MISCELLANEOUS 54 Section 10.01 Expenses. 54 Section 10.02 Notices. 54 Section 10.03 Interpretation. 55 Section 10.04 Headings. 56 Section 10.05 Severability. 56 Section 10.06 Entire Agreement. 56 Section 10.07 Successors and Expenses 88 Assigns. 56 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 10.08 No Third-Party Beneficiaries 91 party Beneficiaries. iii 57 Section 9.8 10.09 Amendment and Modification; Waiver. 57 Section 10.10 Governing Law 91 Section 9.9 Law; Submission to Jurisdiction 91 Section 9.10 AssignmentJurisdiction; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 Trial. 57 Section 9.15 Counterparts 94 10.11 Specific Performance. 58 Section 9.16 Facsimile or .pdf Signature 94 10.12 Counterparts. 58 Section 9.17 Time 10.13 Appointment of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Agent. 58 Exhibits Exhibit A Assumption Agreement Exhibit B - Xxxx of Sale Exhibit C Retained IP License B - Assignment and Assumption Agreement Exhibit C - Copyright Assignment Exhibit D Accessories Supply - BP Novation Agreement Exhibit E Generator Supply Agreement - MMC Guaranty Exhibit F - Transition Services Agreement Schedules Schedule I - Natural Gas Inventory Amount Calculation and Adjustment Schedule II - Acquired Security Deposits Disclosure Schedules ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 This Asset Purchase Agreement (this “Agreement”), between Specialty Surgical Instrumentation dated as of September 10, 2014, is entered into among (i) Metromedia Gas & Power, Inc., a Tennessee Delaware corporation (“MMGP”), Metromedia Gas LLC, a Delaware limited liability company (“MMG”), Metromedia Energy, Inc., a New Jersey corporation (“MME”), EnergyEXPRESS, Inc., a Massachusetts corporation (“EEI”), and Metromedia Power, Inc., a Delaware corporation (“MMP” and, together with MMGP, MMG, MME and EEI, together, the “Sellers” and, individually, a “Seller”), on the one hand, and (ii) Xxxxxxx Operating Resources, LLC, a Delaware limited liability company (“Buyer”), and Bovie Medical Corporation, a Delaware corporation (on the “Seller”)other hand.

Appears in 1 contract

Samples: Asset Purchase Agreement

Conditions to Closing. 15 Section 6.1 General Conditions 76 Section 6.2 3.01 Conditions to Obligations of the Seller 77 each Party’s Obligation 15 Section 6.3 3.02 Conditions to Obligations Buyer’s Obligation 16 Section 3.03 Conditions to the Seller’s Obligation 17 ARTICLE 4 COVENANTS AND AGREEMENTS 18 Section 4.01 Additional Documents and Further Assurances 18 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLER 19 Section 5.01 Organization and Power 19 Section 5.02 Authorization 19 Section 5.03 Noncontravention 20 Section 5.04 Capitalization 20 Section 5.05 Subsidiaries 20 Section 5.06 Financial Statements; Company Records 20 Section 5.07 Absence of the Buyer 77 Certain Changes 21 Section 5.08 No Undisclosed Material Liabilities 23 Section 5.09 Material Contracts 24 Section 5.10 Litigation 26 Section 5.11 Compliance with Laws and Court Orders 26 Section 5.12 Assets and Properties; Leased Real Property 26 Section 5.13 Intellectual Property 27 Section 5.14 Information Technology 33 Table of Contents Page Section 5.15 Insurance Coverage 33 Section 5.16 Licenses and Permits 34 Section 5.17 Finders’ Fees 34 Section 5.18 Employees 34 Section 5.19 Labor Matters 36 Section 5.20 Employee Benefit Plans 37 Section 5.21 Environmental Matters 38 Section 5.22 Tax Matters 39 Section 5.23 Foreign Corrupt Practices Act 41 ARTICLE VII INDEMNIFICATION 6 REPRESENTATIONS AND WARRANTIES OF THE SELLER 42 Section 7.1 Survival 79 6.01 Organization and Power 42 Section 7.2 Indemnification by the Seller 79 6.02 Authorization 42 Section 7.3 Indemnification by the Buyer 80 6.03 Noncontravention 42 Section 7.4 Procedures 80 6.04 Equity Ownership 42 ARTICLE 7 REPRESENTATIONS AND WARRANTIES OF BUYER 43 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 7.01 Organization and Power 43 Section 7.6 R&W Insurance Policy 83 7.02 Authorization 43 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION 7.03 Governmental Authorization 43 Section 8.1 Termination 83 7.04 Noncontravention 43 Section 8.2 Effect 7.05 Litigation 43 Section 7.06 Purchase for Investment 44 Section 7.07 Finders’ Fees 44 Section 7.08 Sufficiency of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 ARTICLE IX GENERAL PROVISIONS Section 9.1 Fees and Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 No Third-Party Beneficiaries 91 Section 9.8 Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Exhibit A Assumption Agreement Exhibit B Xxxx of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 (this “Agreement”), between Specialty Surgical Instrumentation Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”).Funds 44

Appears in 1 contract

Samples: Stock Purchase Agreement

Conditions to Closing. 36 SECTION 6.1 CONDITIONS TO EACH PARTY’S OBLIGATION TO CLOSE 36 SECTION 6.2 ADDITIONAL CONDITIONS TO OBLIGATIONS OF BUYER 36 SECTION 6.3 ADDITIONAL CONDITIONS TO OBLIGATIONS OF SELLER 39 ARTICLE VII. TERMINATION AND AMENDMENT 39 SECTION 7.1 TERMINATION 39 SECTION 7.2 EFFECTS OF TERMINATION 41 SECTION 7.3 FEES, EXPENSES, LOAN REPAYMENT 41 SECTION 7.4 AMENDMENT 43 SECTION 7.5 EXTENSION; WAIVER 43 ARTICLE VIII. INDEMNIFICATION 44 SECTION 8.1 DEFINITIONS AND RULES 44 SECTION 8.2 INDEMNIFICATION BY SELLER 44 SECTION 8.3 INDEMNIFICATION BY BUYER 45 SECTION 8.4 NOTICE 45 SECTION 8.5 DEFENSE OF THIRD PARTY ACTIONS 45 SECTION 8.6 MISCELLANEOUS 46 SECTION 8.7 PAYMENT OF INDEMNIFICATION 47 ARTICLE IX. ADDITIONAL POST-CLOSING AGREEMENTS 47 SECTION 9.1 BOOKS AND RECORDS; TAX MATTERS 47 SECTION 9.2 NONSURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS 48 SECTION 9.3 COVENANT NOT TO COMPETE 48 SECTION 9.4 FINANCIAL STATEMENTS 50 ARTICLE X. MISCELLANEOUS 50 SECTION 10.1 NOTICES 50 SECTION 10.2 INTERPRETATION 51 SECTION 10.3 COUNTERPARTS 51 SECTION 10.4 ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES 51 SECTION 10.5 GOVERNING LAW AND VENUE 52 SECTION 10.6 WAIVER OF JURY TRIAL 52 SECTION 10.7 ASSIGNMENT 52 SECTION 10.8 SEVERABILITY 53 SECTION 10.9 SUBSIDIARIES 53 List of Exhibits S-1 List of Schedules S-2 TABLE OF DEFINED TERMS Term Section 6.1 General Conditions 76 Section 6.2 Conditions to or Place Where Defined Acquisition Proposal 5.1 Agreement Preamble Alternative Transaction 7.3(f) Ancillary Agreements 2.5(a) Antitrust Laws 5.5(b) Assumed Intellectual Property Authorization Liabilities 1.2(a) Assumed Liabilities 1.2(a) Assumed License Obligations of the Seller 77 Section 6.3 Conditions to Obligations of the Buyer 77 ARTICLE VII INDEMNIFICATION Section 7.1 Survival 79 Section 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 ARTICLE IX GENERAL PROVISIONS Section 9.1 Fees and Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 No Third-Party Beneficiaries 91 Section 9.8 Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Exhibit A Assumption Agreement Exhibit B 1.2(a) Balance Amount 1.3(a)(ii) Base Balance Sheet 2.6(b) Xxxx of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 (this “Agreement”1.6 Buyer Preamble Buyer Disclosure Schedule Article III Preamble Buyer Financial Statements 3.4(b) Buyer Material Adverse Effect 3.3(a) Buyer Reimbursable Expense 7.3(b), between Specialty Surgical Instrumentation Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Hologic Inc)

Conditions to Closing. 53 Section 6.1 General Conditions 76 9.1 Condition to the Obligations of the Parties 53 Section 6.2 9.2 Conditions to Obligations of the Seller 77 Purchaser Parties 54 Section 6.3 9.3 Conditions to Obligations of the Buyer 77 Company 54 ARTICLE VII INDEMNIFICATION X. DISPUTE RESOLUTION 55 Section 7.1 Survival 79 10.1 Arbitration 55 Section 7.2 Indemnification 10.2 Waiver of Jury Trial; Exemplary Damages 57 ARTICLE XI. TERMINATION 57 Section 11.1 Termination without Default 57 Section 11.2 Termination upon Default 57 Section 11.3 Termination by the Seller 79 Purchaser 58 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 11.4 Effect of Termination 85 58 ARTICLE XII. INDEMNIFICATION 58 Section 8.3 Buyer Termination Fee 86 12.1 Indemnification of Purchaser. 58 Section 8.4 Additional Fees 12.2 Procedure. 58 Section 12.3 Survival of Indemnification Rights. 60 Section 12.4 Sole and Expenses 87 Exclusive Remedy. 60 ARTICLE IX GENERAL PROVISIONS XIII. MISCELLANEOUS 60 Section 9.1 Fees 13.1 Notices 60 Section 13.2 Non-survival or Representations, Warranties and Expenses 88 Covenants. 61 Section 9.2 Amendment and Modification 88 13.3 Amendments; No Waivers; Remedies 61 Section 9.3 Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 No Third-Party Beneficiaries 91 Section 9.8 Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment13.4 Arm’s Length Bargaining; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Drafter 62 Section 13.5 Publicity 62 Section 13.6 Expenses 62 Section 13.7 No Assignment or Delegation 63 Section 13.8 Governing Law 63 Section 13.9 Counterparts; Facsimile Signatures 63 Section 13.10 Entire Agreement 63 Section 13.11 Severability 63 Section 13.12 Construction of Certain Terms and References; Captions 63 Section 13.13 Further Assurances 64 Section 13.14 Third Party 94 Beneficiaries 64 Section 9.19 Investigation by the Buyer 95 13.15 Waiver of Conflicts. 64 Section 13.16 Specific Performance 65 Annex 1 Allocation Statement Annex 2 Plan of Merger Exhibit A Assumption Form of Lock-up Agreement Exhibit B Xxxx Form of Sale Non-Compete Agreement Exhibit C Retained IP License Form of Registration Rights Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE Form of Memorandum and Articles of Association for Surviving Corporation MERGER AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 This MERGER AGREEMENT (this the “Agreement”), between Specialty Surgical Instrumentation dated as of September 10, 2021 (the “Signing Date”), by and among MC Hologram Inc., a Tennessee corporation Cayman Islands exempted company (the “BuyerCompany”), and Bovie Medical Golden Path Acquisition Corporation, a Delaware corporation Cayman Islands exempted company (the “SellerPurchaser”), Golden Path Merger Sub Corporation, a Cayman Islands exempted company and wholly-owned subsidiary of the Purchaser (the “Merger Sub”).

Appears in 1 contract

Samples: Merger Agreement (Golden Path Acquisition Corp)

Conditions to Closing. 18 Section 5.1 Conditions to the Buyer’s Obligations 18 Section 5.2 Conditions to the Seller’s Obligations 18 ARTICLE 6 COVENANTS 19 Section 6.1 General Conditions 76 Confidentiality; Press Release. 19 Section 6.2 Conditions to Obligations of the Seller 77 Payments Received In Error 20 Section 6.3 Conditions Set-Off; Off-Set 20 Section 6.4 Royalty Reports 20 Section 6.5 Transfer Taxes 21 Section 6.6 Tax Cooperation 21 Section 6.7 Efforts to Consummate Transactions 21 (i) Section 6.8 Further Assurances 21 Section 6.9 Archival Copy 22 Section 6.10 Continuing Obligations of the Buyer 77 22 ARTICLE VII 7 INDEMNIFICATION 22 Section 7.1 Survival 79 22 Section 7.2 Indemnification by the Seller 79 General Indemnity 22 Section 7.3 Indemnification by the Buyer 80 Notice of Claims 23 Section 7.4 Procedures 80 Limitations on Liability 23 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Third Party Claims 23 Section 7.6 R&W Insurance Policy 83 Exclusive Remedy 24 Section 7.7 Exclusive Remedy 83 Tax Treatment of Indemnification Payments 24 ARTICLE VIII 8 TERMINATION 25 Section 8.1 Grounds for Termination 83 25 Section 8.2 Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 Survival 25 ARTICLE IX GENERAL PROVISIONS 9 MISCELLANEOUS 25 Section 9.1 Fees and Expenses 88 Notices 25 Section 9.2 Expenses 26 Section 9.3 Assignment 27 Section 9.4 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 Notices 89 Waiver. 27 Section 9.5 Interpretation 90 4 Entire Agreement 27 Section 9.6 Entire Agreement 91 Independent Nature of Relationship 27 Section 9.7 No Third-Third Party Beneficiaries 91 27 Section 9.8 Governing Law 91 28 Section 9.9 Submission to Jurisdiction 91 JURISDICTION; VENUE. 28 Section 9.10 Assignment; Successors 92 Severability 28 Section 9.11 Enforcement 93 Specific Performance 29 Section 9.12 Currency 94 Trustee Capacity of Wilmington Trust Company 29 Section 9.13 Severability 94 Section 9.14 Waiver Counterparts 29 Index of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time Exhibits Exhibit A: Seller’s Wire Transfer Instructions Exhibit B: Form of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Exhibit A Xxxx of Sale and Assignment and Assumption Agreement Exhibit B Xxxx C: Form of Sale Notice of Assignment and Licensee Direction Letter Exhibit C Retained IP D: Form of Seller Opinion Exhibit E: Form of Buyer Opinion Exhibit F: License Agreement Exhibit D Accessories Supply G: Settlement Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services H: Immunex Agreement ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT, dated as of July 9March 5, 2018 2019 (this “Agreement”), is made and entered into by and between Specialty Surgical Instrumentation Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical CorporationLigand Pharmaceuticals Incorporated, a Delaware corporation (the “Seller”), on the one hand, and RPI Finance Trust, a Delaware statutory trust (the “Buyer”), on the other hand.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ligand Pharmaceuticals Inc)

Conditions to Closing. Section 6.1 General 7.01 Conditions 76 Section 6.2 Conditions Precedent to the Obligations of the Seller 77 Company, Parent and Merger Sub 65 Section 6.3 7.02 Conditions Precedent to the Obligations of Parent and Merger Sub 65 Section 7.03 Conditions Precedent to the Obligations of the Buyer 77 ARTICLE VII INDEMNIFICATION Company 66 Section 7.1 Survival 79 Section 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE 7.04 Waiver of Conditions 67 Article VIII TERMINATION Section 8.1 8.01 Termination 83 of Agreement 67 Section 8.2 8.02 Procedure on Termination 68 Section 8.03 Effect of Termination 85 68 Article IX INDEMNIFICATION Section 8.3 Buyer Termination Fee 86 9.01 Indemnification by Company Holders 68 Section 8.4 Additional Fees and Expenses 87 ARTICLE IX GENERAL PROVISIONS 9.02 Indemnification by Parent 68 Section 9.1 Fees and Expenses 88 9.03 Indemnification Process 69 Section 9.2 Amendment and Modification 88 9.04 Limitations on Indemnification 71 Section 9.3 9.05 Survival 73 Section 9.06 Treatment of Indemnification Payments 73 Section 9.07 Sole Remedy 74 Section 9.08 No Claim Against the Surviving Corporation 74 Section 9.09 Procedures Related to Tax Contests 74 Section 9.10 Release of Indemnity Escrow Account 75 Article X MISCELLANEOUS Section 10.01 Notices 75 Section 10.02 Amendment/Waiver 89 77 Section 9.4 Notices 89 10.03 Assignment 77 Section 9.5 Interpretation 90 4 Section 9.6 10.04 Entire Agreement 91 77 Section 9.7 No Third-Party Beneficiaries 91 10.05 Fulfillment of Obligations 77 Section 9.8 10.06 Parties in Interest 77 Section 10.07 Expenses 78 Section 10.08 Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Law/Jurisdiction/Waiver of Jury Trial 94 78 Section 9.15 10.09 Counterparts 94 79 Section 9.16 Facsimile or .pdf Signature 94 10.10 Severability 79 Section 9.17 Time 10.11 Further Assurances 79 Section 10.12 Remedies 79 Section 10.13 Non-Recourse 80 Section 10.14 Waiver of Essence 94 Conflicts 80 Section 9.18 No Presumption Against Drafting Party 94 10.15 Acknowledgments and Disclaimers 82 Section 9.19 Investigation by the Buyer 95 Exhibit A Assumption Agreement Exhibit B Xxxx of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE 10.16 Company Holders’ Representative 84 AGREEMENT ASSET PURCHASE AGREEMENTAND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, is dated as of July 9June 24, 2018 2016, by and among National General Holdings Corp., a Delaware corporation (this AgreementParent”), between Specialty Surgical Instrumentation Inc.Bluebird Acquisition Corp., a Tennessee Delaware corporation (the BuyerMerger Sub”), and Bovie Medical CorporationElara Holdings, Inc., a Delaware corporation (the “SellerCompany) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Company Holders’ Representative (as defined below). Parent, Merger Sub, the Company and the Company Holders’ Representative shall each be referred to herein from time to time as a “Party” and collectively as the “Parties.

Appears in 1 contract

Samples: Agreement and Plan of Merger (National General Holdings Corp.)

Conditions to Closing. Section 5 4.1 Seller’s Obligations 5 4.2 Buyer’s Obligations 6 4.3 Waiver of Failure of Conditions Precedent 7 ARTICLE 5 ADJUSTMENTS AND PRORATIONS 7 5.1 Possession After Closing 7 5.2 Closing Costs 7 5.3 Apportionment Credit 8 5.4 Closing Statement 8 5.5 Delayed Adjustment 8 ARTICLE 6 REPRESENTATIONS AND WARRANTIES 8 6.1 Buyer’s Representations 8 6.2 Seller’s Representations 11 6.3 General Conditions 76 Section 6.2 Conditions Provisions 14 ARTICLE 7 TITLE MATTERS 15 7.1 Title to Real Property 15 7.2 Title Cure Obligations 16 7.3 Extension to Cure Title 18 ARTICLE 8 BUYER’S DUE DILIGENCE/CONDITION OF THE PROPERTY 18 8.1 Right to Enter 18 8.2 Evaluation Material 20 8.3 Expiration of the Seller 77 Section 6.3 Conditions Due Diligence Period; 20 8.4 Due Diligence Acknowledgment 21 8.5 Final Sale 21 8.6 Waiver 22 8.7 Confidentiality 23 ARTICLE 9 COVENANTS 25 9.1 Approvals Not a Condition to Obligations of the Buyer 77 Buyer’s Performance 25 9.2 Seller’s Covenants 25 9.3 Mutual Covenants 27 ARTICLE VII INDEMNIFICATION Section 7.1 Survival 79 Section 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 10 FAILURE OF PERFORMANCE 27 10.1 Seller’s Remedies Not Affected by Investigation, Disclosure 27 10.2 Buyer’s Remedies 28 ARTICLE 11 CONDEMNATION/CASUALTY 28 11.1 Condemnation 28 11.2 Destruction or Knowledge 82 Section 7.6 R&W Damage 29 11.3 Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 30 11.4 Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 30 11.5 Waiver 30 ARTICLE IX GENERAL PROVISIONS Section 9.1 Fees and Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 12 MISCELLANEOUS 30 12.1 Buyer’s Assignment 30 12.2 Designation Agreement 31 12.3 Survival; Merger 31 12.4 Integration; Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 No Third-Party Beneficiaries 91 Section 9.8 31 12.5 Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment32 12.6 Captions Not Binding; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Exhibits 32 12.7 Binding Effect 32 12.8 Severability 94 Section 9.14 Waiver of Jury Trial 94 Section 9.15 32 12.9 Notices 32 12.10 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 34 12.11 No Recordation 34 12.12 Attorneys’ Fees 34 12.13 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 34 12.14 Facsimile Signatures 34 12.15 Joint and Several Liability 34 List of Exhibits Exhibit A Assumption 1 - Description of Land Exhibit 2 - Excluded Property Exhibit 3 - Escrow Agreement Exhibit B Xxxx 4 - Form of Sale Quitclaim Deed Exhibit C Retained IP License 5 - Form of Assignment of Permit Rights, Warranties, Books and Records Exhibit 6A - Form of Lease Exhibit 6B - Form of Notice of Lease Exhibit 7A - Title Affidavit Exhibit 7B - Gap Indemnity Exhibit 8 - Seller’s Certificate Exhibit 9 - Buyer’s Certificate Exhibit 10 - Existing Property Insurance Exhibit 11 - Form of Non-Foreign Affidavit Exhibit 12 - Estoppel Certificate Exhibit 13 - Subordination, Non-Disturbance and Attornment Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE AND SALE AGREEMENT ASSET THIS PURCHASE AGREEMENT, dated as of July 9, 2018 AND SALE AGREEMENT (this “Agreement”) is made this 12th day of April, 2007, by and between 199 Riverneck, LLC, a Delaware limited liability company, Riverneck Road, LLC, a Delaware limited liability company and 191 Riverneck, LLC, a Delaware limited liability company (collectively, the “Seller”), between Specialty Surgical Instrumentation Inc.and BTI 199-201 Riverneck, L.P., a Tennessee corporation Delaware limited partnership (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Mercury Computer Systems Inc)

Conditions to Closing. Section 6.1 General 7.1 Conditions 76 to Each Party’s Obligations 66 Section 6.2 7.2 Conditions to Obligations of the Seller 77 Purchaser 66 Section 6.3 7.3 Conditions to Obligations of Parent and the Buyer 77 Target Company 68 ARTICLE VII VIII TAX MATTERS Section 8.1 Parent Returns and Reports 69 Section 8.2 Purchaser Returns and Reports 69 Section 8.3 Amendments 69 Section 8.4 Transfer and Sales Taxes 69 Section 8.5 Cooperation; Access to Records 70 Section 8.6 No Tax Election 70 Section 8.7 Tax Sharing 70 Section 8.8 Liability for Straddle Periods 70 Section 8.9 Refunds and Credits 71 Section 8.10 Other Tax Matters 71 ARTICLE IX SURVIVAL; INDEMNIFICATION Section 7.1 9.1 Survival 72 Section 9.2 Indemnification of Purchaser Indemnitees 72 Section 9.3 Indemnification of Parent Indemnitees 72 Section 9.4 Limitation on Indemnification Obligations 73 Section 9.5 Determination of Damages 74 Section 9.6 Claim Procedures 74 Section 9.7 RWI Policy; Exclusive Remedy 77 TABLE OF CONTENTS (continued) Page Section 9.8 No Double Recovery 77 Section 9.9 Purchase Price and Financial Statements 77 Section 9.10 Mitigation of Losses 77 Section 9.11 No Consequential Damages 78 Section 9.12 Tax Treatment of Indemnification Claims 78 Section 9.13 Tax Benefits 78 ARTICLE X TERMINATION Section 10.1 Termination 78 Section 10.2 Notice of Termination 79 Section 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 10.3 Effect of Termination 85 79 ARTICLE XI MISCELLANEOUS Section 8.3 Buyer Termination Fee 86 11.1 Notices 79 Section 8.4 Additional Fees and Expenses 87 ARTICLE IX GENERAL PROVISIONS 11.2 Assignment 81 Section 9.1 Fees and Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 11.3 No Third-Party Beneficiaries 91 81 Section 9.8 11.4 Whole Agreement; Conflict with Other Transaction Documents 81 Section 11.5 Costs 81 Section 11.6 Governing Law 91 Law; Consent to Jurisdiction; Specific Performance 81 Section 9.9 Submission to Jurisdiction 91 11.7 Counterparts 82 Section 9.10 Assignment11.8 Severability 83 Section 11.9 Subsidiaries 83 Section 11.10 Amendments; Successors 92 Waiver 83 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver 11.11 Payments 83 Schedules and Exhibits Schedule A Key Persons Schedule B Definitions and Terms Exhibit 1 Illustrative Closing Statement Exhibit 2 Form of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Exhibit A Assumption Shareholder Agreement Exhibit B Xxxx of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET Disclosure Letters Parent’s Disclosure Letter Target Company’s Disclosure Letter Purchaser’s Disclosure Letter STOCK PURCHASE AGREEMENT ASSET This STOCK PURCHASE AGREEMENT, dated as of July 9April 8, 2018 2021 (this the “Agreement”), between Specialty Surgical Instrumentation is made by and among Northern Data AG, a German stock corporation (Aktiengesellschaft) with its registered seat at Xx xxx Xxxxx 0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx, registered with the commercial register of the local court (Amtsgericht) of Frankfurt am Main, Germany under HRB 106465 (“Parent”), Whinstone US, Inc., a Tennessee corporation incorporated under the laws of the State of Delaware (the “BuyerTarget Company”), and Bovie Medical CorporationRiot Blockchain, Inc., a Delaware corporation incorporated under the laws of the State of Nevada (the SellerPurchaser”).

Appears in 1 contract

Samples: Shareholder Agreement (Riot Blockchain, Inc.)

Conditions to Closing. Section 6.1 General Conditions 76 Section 6.2 SECTION 8.01 Conditions to Obligations of the Seller 77 Section 6.3 46 SECTION 8.02 Conditions to Obligations of the Buyer 77 Purchaser 47 ARTICLE VII IX INDEMNIFICATION Section 7.1 SECTION 9.01 Survival 79 Section 7.2 of Representations, Warranties and Covenants 48 SECTION 9.02 Indemnification by the Seller 79 Section 7.3 49 SECTION 9.03 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Purchaser 49 NYDOCS02/1012922.1 EXECUTION COPY SECTION 9.04 Limitations on Indemnification 49 SECTION 9.05 Notice of Loss; Third‑Party Claims 51 SECTION 9.06 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 53 SECTION 9.07 Further Environmental Provisions 53 SECTION 9.08 Tax Matters 53 SECTION 9.09 No Right to Set Off 56 ARTICLE VIII X TERMINATION Section 8.1 SECTION 10.01 Termination 83 Section 8.2 57 SECTION 10.02 Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 58 ARTICLE IX XI GENERAL PROVISIONS Section 9.1 Fees and SECTION 11.01 Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 58 SECTION 11.02 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 58 SECTION 11.03 Public Announcements 59 SECTION 11.04 Severability 59 SECTION 11.05 Entire Agreement 91 Section 9.7 59 SECTION 11.06 Assignment 59 SECTION 11.07 Amendment 59 SECTION 11.08 Waiver 60 SECTION 11.09 No Third-Party Third‑Party Beneficiaries 91 Section 9.8 60 SECTION 11.10 Specific Performance 60 SECTION 11.11 Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 60 SECTION 11.12 Waiver of Jury Trial 94 Section 9.15 61 SECTION 11.13 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time 61 iii NYDOCS02/1012922.1 EXECUTION COPY EXHIBITS A Form of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Exhibit A Assumption Asset Transfer Agreement Exhibit B Xxxx Form of Sale Exhibit Intellectual Property Assignment Agreement C Retained IP Intellectual Property License Agreement Exhibit D Accessories Supply Trademark License Agreement Exhibit E Generator Supply Occupancy Agreement Exhibit F Contract Manufacturing Agreement (Donor) G Contract Manufacturing Agreement (MagTi) H Conventional Catalyst Manufacturing Agreement I Pilot Plant Services Agreement J Transition Services Agreement ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 (this “Agreement”), between Specialty Surgical Instrumentation Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”).SCHEDULES

Appears in 1 contract

Samples: Sale and Purchase Agreement (W R Grace & Co)

Conditions to Closing. Section 6.1 General Conditions 76 Section 6.2 SECTION 6.01. Conditions to the Obligations of the Seller 77 Section 6.3 Company 26 SECTION 6.02. Conditions to the Obligations of the Buyer 77 Investor 27 ARTICLE VII INDEMNIFICATION Section 7.1 Registration Rights SECTION 7.01. Shelf Registration Statement 28 SECTION 7.02. Demand Registration Rights 29 SECTION 7.03. Registration Procedures 29 SECTION 7.04. Registration Expenses 31 SECTION 7.05. Indemnification 31 SECTION 7.06. Limitation on Liability 34 SECTION 7.07. Registration Default 34 SECTION 7.08. Survival 79 Section 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 34 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 Effect Miscellaneous SECTION 8.01. Notices 34 SECTION 8.02. Amendments; Waivers 35 SECTION 8.03. Interpretation 36 SECTION 8.04. Further Assurances 36 SECTION 8.05. Assignment 36 SECTION 8.06. Governing Law 36 SECTION 8.07. Waiver of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 ARTICLE IX GENERAL PROVISIONS Section 9.1 Fees and Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Jury Trial 37 SECTION 8.08. Consent to Jurisdiction; Enforcement 37 SECTION 8.09. Entire Agreement 91 Section 9.7 Agreement; No Third-Party Beneficiaries 91 Section 9.8 Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 37 SECTION 8.10. Severability 94 Section 9.14 Waiver 37 SECTION 8.11. Counterparts 37 SECTION 8.12. Acknowledgment of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time Securities Laws 38 ANNEXES Annex I – Form of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Exhibit Certificate of Designation Annex II – Form of Legend for Common Stock Annex III – Form of Legend for Preferred Stock Annex IV – Form of Transferee Agreement Annex V – Form of Escrow Agreement SCHEDULES Schedule A Assumption Agreement Exhibit – Purchased Shares Allocation Schedule B Xxxx of Sale Exhibit – Subsidiaries Schedule C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE AGREEMENT ASSET – Vessels STOCK PURCHASE AGREEMENT, dated as of July 9November 24, 2018 2013 (this “Agreement”), between Specialty Surgical Instrumentation Inc.among DHT HOLDINGS, INC., a Tennessee corporation organized under the laws of the Republic of the Mxxxxxxx Islands (the “BuyerCompany”), and Bovie Medical Corporationeach of the parties that is a signatory hereto (each an “Investor” and together, a Delaware corporation (the “SellerInvestors”).

Appears in 1 contract

Samples: Escrow Agreement (DHT Holdings, Inc.)

Conditions to Closing. Section 6.1 General 50 8.1 Conditions 76 Section 6.2 to Each Party’s Obligation to Closing 50 8.2 Additional Conditions to Obligations of the Seller 77 Section 6.3 Parent and Buyer 51 8.3 Additional Conditions to Obligations Obligation of the Buyer 77 Seller 55 ARTICLE VII INDEMNIFICATION Section 7.1 Survival 79 Section 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII IX TERMINATION Section 8.1 AND AMENDMENT 55 9.1 Termination 83 Section 8.2 55 9.2 Effect of Termination 85 Section 8.3 Buyer 56 9.3 Termination Fee 86 Section 8.4 Additional 56 9.4 Fees and Expenses 87 56 9.5 Amendment 57 9.6 Extension; Waiver 57 ARTICLE IX GENERAL PROVISIONS Section 9.1 Fees X INDEMNIFICATION 57 10.1 Indemnification by Seller and Expenses 88 Section 9.2 Amendment Seller Members 57 10.2 Indemnification by Parent 57 10.3 Claims for Indemnification 58 10.4 Survival 59 10.5 Limitations and Modification 88 Section 9.3 Waiver 89 Section 9.4 Other Terms 59 10.6 Allocation of Liability Among Seller Members 60 10.7 Set-Off; First Recourse to Holdback Amount and Earn-Out Payment 61 ARTICLE XI MISCELLANEOUS 61 11.1 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 61 11.2 Entire Agreement 91 Section 9.7 63 11.3 No Third-Party Beneficiaries 91 Section 9.8 63 11.4 Assignment 63 11.5 Severability 63 11.6 Counterparts and Signature 63 11.7 Interpretation 63 11.8 Governing Law 91 Section 9.9 64 11.9 Remedies 64 11.10 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 64 11.11 Seller Disclosure Letter 65 11.12 Waiver of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time 65 ARTICLE XII DEFINITIONS 65 12.1 Certain Defined Terms 65 12.2 Index of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Other Defined Terms 70 SCHEDULES Schedule A Seller Members Schedule 1.1(j) Assigned Contracts Schedule 1.2(i) Defective Home; Replacement Home Property Schedule 1.2(k) Specified Excluded Assets Schedule 1.3(c) Specified Assumed Liabilities Schedule 2.4(a)(iv) Specified Projects Schedule 2.4(a)(v) Performance Objectives Schedule 6.6(b) Exceptions to Restrictive Covenant Schedule 6.12 Construction Management Terms Schedule 7.2 1031 Exchange Schedule 8.2(f) Required Consents Schedule 10.1(e) Certain Indemnification Matters Schedule 12.1(dd) Special Project Assets EXHIBITS Exhibit A Form of Employment Agreement Exhibit B Form of ROFO/ROFR Contract Form Exhibit C Form of Xxxx of Sale and Assumption Agreement Exhibit B Xxxx D Form of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Domain Name Assignment Exhibit E Generator Supply Form of Main Office Lease Agreement Exhibit F Transition Services Form of Construction Office Lease Agreement Exhibit G-1 Form of Design Center Lease Agreement (D&D) Exhibit G-2 Form of Design Center Lease Agreement (RDH) Exhibit H-1 Form of New Takedown Contract: Xxxxxxxx Xxxxxxx Xxxxx 0 Exhibit H-2 Form of New Takedown Contract: Bonterra Village Mixed Use Exhibit H-3 Form of New Takedown Contract: Xxxxxxxx Xxxxxxx Xxxxx 0 Exhibit H-4 Form of New Takedown Contract: Quintessa Exhibit H-5 Form of New Takedown Contract: Steel Gardens Exhibit H-6 Form of New Takedown Contract: Sugar Magnolia SELLER DISCLOSURE LETTER ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 This Asset Purchase Agreement (this “Agreement”)) is entered into as of June 10, between Specialty Surgical Instrumentation 2015, among AV Homes, Inc., a Tennessee Delaware corporation (the “Parent”), Bel Air Acquisition Sub, LLC, a North Carolina limited liability company and wholly owned Subsidiary of Parent (“Buyer”), and Bovie Medical CorporationBonterra Builders, LLC, a Delaware corporation North Carolina limited liability company (the “Seller”), and each of the members and beneficial owners of Seller, as listed on Schedule A to this Agreement (“Seller Members”).

Appears in 1 contract

Samples: Asset Purchase Agreement (AV Homes, Inc.)

Conditions to Closing. Section 6.1 General Conditions 76 Section 6.2 SECTION 11.01. Conditions to Obligations of the Seller 77 Section 6.3 Discovery 59 SECTION 11.02. Conditions to Obligations of the Buyer 77 Oyster 60 SECTION 11.03. Conditions to Obligations of Pearl 62 ARTICLE VII XII SURVIVAL AND INDEMNIFICATION Section 7.1 SECTION 12.01. Survival 79 Section 7.2 of Representations and Warranties 64 SECTION 12.02. Indemnification of Oyster and FoundryCo by the Seller 79 Section 7.3 Discovery 65 SECTION 12.03. Indemnification of Pearl by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected Discovery 66 SECTION 12.04. Indemnification of Discovery by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 FoundryCo 67 SECTION 12.05. Indemnification of Oyster by FoundryCo 68 SECTION 12.06. Limits on Indemnification 68 SECTION 12.07. Notice of Loss; Third Party Claims 70 SECTION 12.08. Tax Treatment 70 ARTICLE VIII XIII TERMINATION Section 8.1 SECTION 13.01. Termination 83 Section 8.2 71 SECTION 13.02. Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and 72 SECTION 13.03. Expenses 87 72 ARTICLE IX XIV GENERAL PROVISIONS Section 9.1 Fees and Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 SECTION 14.01. Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 73 SECTION 14.02. Public Announcements 74 SECTION 14.03. Severability 74 SECTION 14.04. Entire Agreement 91 Section 9.7 No Third-75 SECTION 14.05. Assignment 75 SECTION 14.06. Amendment 75 SECTION 14.07. Waiver 75 SECTION 14.08. Third Party Beneficiaries 91 Section 9.8 75 SECTION 14.09. Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 AssignmentLaw; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Arbitration 76 SECTION 14.10. Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 77 SECTION 14.11. No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Exhibit 78 SECTION 14.12. Counterparts 78 APPENDIX A DEFINED TERMS SCHEDULE 2.08 Statement of Principles for Initial Valuation Net Tangible Assets SCHEDULE A Schedule of Minimum Required Authorizations and Consents SCHEDULE B Disclosure Schedule EXHIBIT A Form of FoundryCo Joinder EXHIBIT B Form of FoundryCo Memorandum and Articles of Association EXHIBIT C Schedule of FoundryCo Assets EXHIBIT D Schedule of Excluded Assets EXHIBIT E Schedule of Assumed Liabilities EXHIBIT F Form of Registration Rights Agreement EXHIBIT G Form of Deed of Contribution EXHIBIT H Form of Assumption Agreement Exhibit B Xxxx EXHIBIT I Form of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories FoundryCo Convertible Notes EXHIBIT J Form of Warrants EXHIBIT K Form of Wafer Supply Agreement Exhibit E Generator Supply EXHIBIT L Initial Capitalization Table of FoundryCo EXHIBIT M Form of Legal Opinion of Xxxxxx & Xxxxxxx LLP EXHIBIT N Form of Legal Opinion of the general counsel of Discovery EXHIBIT O Form of Legal Opinion of Xxxxxxxx Xxxxxx & Finger EXHIBIT P Form of Legal Opinion of Walkers EXHIBIT Q Form of Legal Opinion of Shearman & Sterling LLP EXHIBIT R Form of Legal Opinion of Xxxxxx & Xxxxxx EXHIBIT S Form of Funding Agreement Exhibit F EXHIBIT T Form of Transition Services Agreement ASSET PURCHASE AGREEMENT ASSET PURCHASE v EXHIBIT U Form of Patent License Agreement EXHIBIT V Form of Patent Transfer and License Agreement EXHIBIT W Form of Non-Patent Intellectual Property and Technology Transfer Agreement EXHIBIT X Form of Shareholders’ Agreement MASTER TRANSACTION AGREEMENT, dated as of July 9October 6, 2018 (this “Agreement”)2008, between Specialty Surgical Instrumentation by and among Advanced Micro Devices, Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (“Discovery”), Advanced Technology Investment Company LLC, a limited liability company established under the laws of the Emirate of Abu Dhabi and wholly owned by the Government of the Emirate of Abu Dhabi (“Oyster”), and West Coast Hitech L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“Pearl”), acting through its general partner, West Coast Hitech G.P., Ltd., a corporation organized under the laws of the Cayman Islands. Discovery, Oyster and Pearl are sometimes referred to herein as the “SellerParties,” and each individually as a “Party.).

Appears in 1 contract

Samples: Master Transaction Agreement

Conditions to Closing. Section 6.1 General Conditions 76 Section 6.2 7.1 Conditions to Obligations of the Seller 77 Company 66 Section 6.3 7.2 Conditions to Obligations of the Buyer 77 ARTICLE VII Parent and Merger Sub 66 Article VIII INDEMNIFICATION Section 7.1 8.1 Survival 79 of Representations and Warranties 68 Section 7.2 8.2 Indemnification by the Seller 79 Company Shareholders and Optionholders 69 Section 7.3 8.3 Indemnification by the Buyer 80 Parent 71 Section 7.4 Procedures 80 8.4 Claims 72 Section 7.5 8.5 Satisfaction of Claims; Limitation of Liability 73 Section 8.6 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 73 Section 7.6 R&W Insurance Policy 83 8.7 Shareholder Representative 74 Section 7.7 Exclusive Remedy 83 ARTICLE VIII 8.8 Shareholder Representative Fund 76 Article IX TERMINATION Section 8.1 9.1 Termination 83 77 Section 8.2 9.2 Effect of Termination 85 79 Section 8.3 Buyer 9.3 Parent Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 ARTICLE IX 79 Article X GENERAL PROVISIONS Section 9.1 Fees and 10.1 Expenses 88 80 Section 9.2 Amendment and Modification 88 10.2 Notices 80 Section 9.3 Waiver 89 10.3 Public Announcements 82 Section 9.4 Notices 89 10.4 Severability 83 Section 9.5 Interpretation 90 4 Section 9.6 10.5 Entire Agreement 91 83 Section 9.7 10.6 Assignment 83 Section 10.7 Amendment 83 Section 10.8 Waiver 83 Section 10.9 No Third-Third Party Beneficiaries 91 84 Section 9.8 10.10 Specific Performance 84 Section 10.11 Governing Law 91 85 Section 9.9 Submission 10.12 Consent to Jurisdiction 91 85 Section 9.10 Assignment; Successors 92 10.13 Mutual Drafting 86 Section 9.11 Enforcement 93 10.14 Independence of Agreements, Covenants, Representations and Warranties 86 Section 9.12 Currency 94 10.15 Counterparts 86 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 10.16 Continuing Counsel 86 Exhibit Description Exhibit A Assumption Agreement Form of Letter of Transmittal Exhibit B Xxxx Form of Sale Exhibit C Retained IP License Escrow Agreement Exhibit D Accessories Supply Schedule Description Schedule I Knowledge of the Company Schedule II Knowledge of Parent Schedule III Per Share Cash Consideration AGREEMENT AND PLAN OF MERGER This Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as and Plan of July 9, 2018 Merger (this “Agreement”), between Specialty Surgical Instrumentation dated as of October 15, 2013, is entered into by and among Advance Auto Parts, Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (“Parent”), Generator Purchase, Inc., a North Carolina corporation and (direct or indirect) subsidiary of Parent (“Merger Sub”), General Parts International, Inc., a North Carolina corporation (the “SellerCompany”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the Company Shareholders and Optionholders (the “Shareholder Representative”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Advance Auto Parts Inc)

Conditions to Closing. 22 Section 6.1 General Conditions 76 Section 6.2 6.1. Conditions to Obligations of Each Party to Effect the Seller 77 Acquisition 22 Section 6.3 6.2. Additional Conditions to Obligations of Purchaser 22 Section 6.3. Additional Conditions to the Buyer 77 Obligations of Shareholders 25 ARTICLE VII 7 SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION 26 Section 7.1 7.1. Survival 79 of Representations, Warranties and Certain Indemnification Obligations 26 Section 7.2 7.2. Indemnification by the Seller 79 26 Section 7.3 7.3. Special Indemnification. 27 Section 7.4. Indemnification by the Buyer 80 Procedures. 28 Section 7.4 Procedures 80 7.5. Escrow Funds. 30 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 7.6. Distribution of Escrow Funds 30 Section 7.6 R&W Insurance Policy 83 7.7. Shareholders' Representative 32 ARTICLE 8 TERMINATION; WAIVER AND AMENDMENT 33 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION 8.1. Termination 33 Section 8.1 Termination 83 Section 8.2 8.2. Effect of Termination 85 34 Section 8.3 Buyer Termination Fee 86 8.3. Waiver; Amendment 34 Section 8.4 Additional Fees and Expenses 87 8.4. Profit Capture 35 ARTICLE IX 9 GENERAL PROVISIONS 37 Section 9.1 Fees and Expenses 88 9.1. Notices 37 Section 9.2 Amendment and Modification 88 9.2. Interpretation 38 Section 9.3 Waiver 89 9.3. Counterparts 38 Section 9.4 Notices 89 9.4. Entire Agreement; Assignment 38 Section 9.5 Interpretation 90 4 9.5. Severability 38 Section 9.6 Entire Agreement 91 9.6. Other Remedies 39 Section 9.7 No Third-Party Beneficiaries 91 Section 9.8 9.7. Governing Law 91 39 Section 9.9 Submission to Jurisdiction 91 9.8. Rules of Construction 39 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 9.9. Additional Shareholders 39 INDEX OF EXHIBITS Exhibit Description Exhibit A Assumption List of Shareholders of HoldCo Exhibit B Form of Escrow Agreement Exhibit B Xxxx C Form of Sale Exhibit C Retained IP License Non-Competition and Non-Solicitation Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET Form of Shareholder Release HOLDCO STOCK PURCHASE AGREEMENT ASSET THIS HOLDCO STOCK PURCHASE AGREEMENT, dated AGREEMENT (this "Agreement") is made and entered into as of July 9April 24, 2018 (this “Agreement”)2006 by and among Omron Management Center of America, between Specialty Surgical Instrumentation Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation ("Purchaser"), Scientific Technology Incorporated, a California corporation ("HoldCo"), Scientific Technologies Incorporated, an Oregon corporation ("Company"), all of the “Seller”shareholders of HoldCo listed on Exhibit A hereto (together, the "Shareholders"), which Exhibit A includes the number of shares each Shareholder owns, and Xxxxxx X. Xxxxxxx, as the Shareholders' Representative.

Appears in 1 contract

Samples: Holdco Stock Purchase Agreement (Scientific Technologies Inc)

Conditions to Closing. Section 6.1 General Conditions 76 Section 6.2 10.01. Conditions to Obligations of the Buyer and Seller 77 Section 6.3 10.02. Conditions to Obligations Obligation of the Buyer 77 Section 10.03. Conditions to Obligation of Seller 78 Section 10.04. Frustration of Closing Conditions 78 ARTICLE VII 11 SURVIVAL; INDEMNIFICATION Section 7.1 11.01. Survival of Representations, Warranties and Agreements 79 Section 7.2 11.02. Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 11.03. Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 11.04. Direct Claim Procedures 82 Section 7.6 R&W Insurance Policy 11.05. Environmental Matters 83 Section 7.7 Exclusive Remedy 83 11.06. Calculation of Damages 84 Section 11.07. Materiality 85 Section 11.08. Assignment of Claims 86 Section 11.09. Exclusivity of Remedies 86 ARTICLE VIII 12 TERMINATION Section 8.1 12.01. Grounds for Termination 83 86 Section 8.2 12.02. Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 ARTICLE IX GENERAL PROVISIONS 13 MISCELLANEOUS Section 9.1 Fees 13.01. Notices 87 Section 13.02. Amendments and Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver Waivers 89 Section 9.4 Notices 13.03. Expenses 89 Section 9.5 Interpretation 13.04. Successors and Assigns 89 Section 13.05. Governing Law 89 Section 13.06. Jurisdiction 89 Section 13.07. WAIVER OF JURY TRIAL 90 4 Section 9.6 13.08. Counterparts; Effectiveness; No Third Party Beneficiaries 90 Section 13.09. Specific Performance 91 Section 13.10. Entire Agreement 91 Section 9.7 No Third-Party Beneficiaries 13.11. Severability 91 Section 9.8 Governing Law 13.12. Disclosure Schedule 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 13.13. No Recourse 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver Exhibits EXHIBIT A Form of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time Closing Statement EXHIBIT B Forms of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Exhibit A Assumption Agreement Exhibit B Xxxx Transition Services Agreements EXHIBIT C Form of Sale Exhibit C Retained IP Trademark License Agreement Exhibit EXHIBIT D Accessories Forms of Supply Agreement Exhibit Agreements EXHIBIT E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET Forms of Co-Manufacturing Agreements STOCK PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 AGREEMENT (this “Agreement”)) dated as of November 1, 2015 between Specialty Surgical Instrumentation ConAgra Foods, Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”), and TreeHouse Foods, Inc., a Delaware corporation (“Buyer”).

Appears in 1 contract

Samples: Stock Purchase Agreement (TreeHouse Foods, Inc.)

Conditions to Closing. Section 6.1 General Conditions 76 Section 6.2 Conditions 10.01Conditions to Obligations of the Seller 77 Parties 74 Section 6.3 Conditions 10.02Conditions to Obligations of the Xxxxxxxx 75 Section 10.03Conditions to Obligations of Buyer 75 ARTICLE XI TERMINATION Section 11.01Termination 76 Section 11.02Notice of Breach 77 Section 11.03Effect of Termination 78 ARTICLE VII XII SURVIVAL; INDEMNIFICATION Section 7.1 Survival 12.01Survival 78 Section 12.02Indemnification by Buyer 78 Section 12.03Indemnification by Xxxxxxxx 79 Section 7.2 Indemnification by the Seller 12.04Notification of Claims 79 Section 7.3 Indemnification by the Buyer 80 12.05Limitations; Net Losses; Subrogation; Mitigation; Materiality 81 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 12.06Computation of Indemnifiable Losses 82 Section 7.6 R&W Insurance Policy 83 12.07Remedies Generally 82 Section 7.7 Exclusive Remedy 12.08Tax Treatment 83 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 ARTICLE IX XIII GENERAL PROVISIONS Section 9.1 Fees 13.01Expenses 83 Section 13.02Notices 83 Section 13.03Headings 85 Section 13.04Severability 85 Section 13.05Entire Agreement 85 Section 13.06Successors and Expenses 88 Assigns 85 Section 9.2 Amendment and Modification 88 13.07No Recourse 86 Section 9.3 Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 No 13.08No Third-Party Beneficiaries 91 86 Section 9.8 Governing Law 91 13.09Amendments and Waivers 86 Section 9.9 Submission to 13.10Governing Law; Jurisdiction 91 86 Section 9.10 Assignment13.11Remedies; Successors 92 Specific Performance 87 Section 9.11 Enforcement 93 13.12WAIVER OF JURY TRIAL 87 Section 9.12 Currency 94 13.13Counterparts 87 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 13.14Sole Purpose 88 Exhibit A Assumption Agreement Exhibit B Form of Xxxx of Sale Exhibit B Form of Assignment and Assumption of FCC Licenses Exhibit C Retained IP Form of Assignment of Purchased Intellectual Property Exhibit D Form of Assignment and Assumption Agreement Exhibit E Form of Assignment and Assumption of Real Property Leases Exhibit F Form of Transition Services Agreement Exhibit G Form of News Share Agreement Exhibit H Form of Reverse Transition Services Agreement Exhibit I Form of Shared Programming License Agreement Exhibit D Accessories Supply J Form of Site License Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement K WSFL-TV Matters ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT, dated as of July 9May 8, 2018 (this “Agreement”), between Specialty Surgical Instrumentation is by and among Xxxxxxxx Television Group, Inc., a Tennessee Maryland corporation (the BuyerXxxxxxxx”), and Bovie Medical CorporationTribune Media Company, a Delaware corporation (the SellerTribune”), and Fox Television Stations, LLC, a Delaware limited liability company (“Buyer”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Sinclair Broadcast Group Inc)

Conditions to Closing. 41 Section 6.1 General Conditions 76 Section 6.2 5.01 Conditions to Obligations of All Parties to Consummate the Seller 77 Transaction 41 Section 6.3 5.02 Conditions to Obligations of Welltower to Consummate the Buyer 77 Initial Closing 42 Section 5.03 Conditions to Obligations of Investor to Consummate the Initial Closing 42 Section 5.04 Conditions to Obligations of All Parties to Consummate Subsequent Closings 44 Section 5.05 Conditions to Obligations of Welltower To Consummate Subsequent Closings. 44 Section 5.06 Conditions to Obligations of Investor to Consummate Subsequent Closings 45 ARTICLE VII INDEMNIFICATION VI TERMINATION 46 Section 7.1 Survival 79 6.01 Termination 46 Section 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 6.02 Effect of Termination 85 47 ARTICLE VII SURVIVAL AND INDEMNIFICATION 48 Section 8.3 Buyer Termination Fee 86 7.01 Survival of Representations, Warranties and Covenants 48 Section 8.4 Additional Fees 7.02 Indemnification Obligations of Welltower 48 Section 7.03 Indemnification Obligations of Investor 49 Section 7.04 Indemnification Procedures 49 Section 7.05 Exclusive Remedies 51 Section 7.06 Mitigation 52 Section 7.07 Limitation on Liability 52 ARTICLE VIII MISCELLANEOUS 52 Section 8.01 Notices 52 Section 8.02 Amendments; Waivers 53 Section 8.03 Expenses 53 Section 8.04 Successors and Expenses 87 ARTICLE IX GENERAL PROVISIONS Assigns 54 Section 9.1 Fees and Expenses 88 8.05 Governing Law 54 Section 9.2 Amendment and Modification 88 8.06 Counterparts; Effectiveness 54 Section 9.3 Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 8.07 Entire Agreement 91 54 Section 9.7 No Third-Party Beneficiaries 91 8.08 Captions 54 TABLE OF CONTENTS (continued) Page Section 9.8 Governing Law 91 8.09 Severability 54 Section 9.9 Submission 8.10 Consent to Jurisdiction 91 55 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 8.11 Waiver of Jury Trial 94 55 Section 9.15 Counterparts 94 8.12 Third Party Beneficiaries 55 Section 9.16 Facsimile or .pdf Signature 94 8.13 Specific Performance 55 Section 9.17 Time of Essence 94 Section 9.18 8.14 No Presumption Against Drafting Party 94 56 Section 9.19 Investigation by the Buyer 95 Exhibit A Assumption Agreement Exhibit B Xxxx of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 (this “Agreement”), between Specialty Surgical Instrumentation Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”).8.15 Section 1031 Exchanges 56 Section 8.16 Audit Information 56 EXHIBITS

Appears in 1 contract

Samples: Limited Liability Company Agreement (Invesco Real Estate Income Trust Inc.)

Conditions to Closing. Section 6.1 General Conditions 76 Section 6.2 8.01. Conditions to Obligations of Buyer, the Seller 77 Company and the Selling Shareholders to Effect the Initial Closing 62 Section 6.3 8.02. Conditions to Obligation of Buyer to Effect the Initial Closing 62 Section 8.03. Conditions to Obligation of the Company and the Selling Shareholders to Effect the Initial Closing 63 Section 8.04. Conditions to Obligations of Buyer and the Selling Shareholders to Effect any Deferred Closing 64 Section 8.05. Conditions to Obligation of Buyer 77 to Effect any Deferred Closing 64 Section 8.06. Conditions to Obligation of the Selling Shareholders to Effect any Deferred Closing 64 ARTICLE VII IX INDEMNIFICATION Section 7.1 9.01. Survival 79 64 Section 7.2 9.02. Indemnification by the Seller 79 65 Section 7.3 Indemnification by the Buyer 80 9.03. Procedures 67 Section 7.4 Procedures 80 9.04. Calculation of Damages 69 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 9.05. Assignment of Claims 70 Section 7.6 R&W Insurance Policy 83 9.06. Satisfaction of Claims; Release of Escrow 70 Section 7.7 Exclusive Remedy 83 9.07. Exclusivity 72 Section 9.08. Characterization of Indemnity Payments 73 ARTICLE VIII X TERMINATION Section 8.1 10.01. Termination 83 73 Section 8.2 10.02. Effect of Termination 85 74 ARTICLE XI SELLING SHAREHOLDER REPRESENTATIVES Section 8.3 Buyer Termination Fee 86 11.01. Designation and Replacement of Selling Shareholder Representatives 74 CH\1406641 Section 8.4 Additional Fees 11.02. Authority and Expenses 87 Rights of the Selling Shareholder Representatives 75 Section 11.03. Liability of Selling Shareholder Representatives 76 ARTICLE IX GENERAL PROVISIONS Section 9.1 Fees and Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 No Third-Party Beneficiaries 91 Section 9.8 Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Exhibit A Assumption Agreement Exhibit B Xxxx of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 (this “Agreement”), between Specialty Surgical Instrumentation Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”).XII

Appears in 1 contract

Samples: Purchase Agreement (C H Robinson Worldwide Inc)

Conditions to Closing. 67 Section 6.1 General 8.1 Conditions 76 to Each Party’s Obligations 67 Section 6.2 8.2 Additional Conditions to Obligations of the Seller 77 Purchaser 67 Section 6.3 8.3 Additional Conditions to Obligations of Sellers and the Buyer 77 Company 69 Section 8.4 Frustration of Closing Conditions 69 ARTICLE VII INDEMNIFICATION IX TERMINATION 70 Section 7.1 Survival 79 9.1 Termination 70 Section 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 9.2 Effect of Termination 71 ARTICLE X SURVIVAL; INDEMNIFICATION 71 Section 10.1 Survival 71 Section 10.2 Indemnification by Sellers 71 Section 10.3 Indemnification by Fairfax 73 Section 10.4 Indemnification by Seaspan Parties 73 Section 10.5 Limitations on Liability; Order of Recovery 73 Section 10.6 Special Indemnification Claims 76 Section 10.7 Control of Proceedings; Miscellaneous Provisions 77 Section 10.8 Limitation of Certain Qualifiers 78 Section 10.9 Effect of Investigation 79 Section 10.10 Exclusive Remedy 79 Section 10.11 Recourse under R&W Policy 79 Section 10.12 Tax Treatment 79 ARTICLE XI SELLER REPRESENTATIVE 79 Section 11.1 Designation 79 Section 11.2 Authority 80 Section 11.3 Reliance by Purchaser 80 Section 11.4 Exculpation 80 ARTICLE XII MISCELLANEOUS 81 Section 12.1 Expenses 81 Section 12.2 Amendments 81 Section 12.3 Notices 00 Xxxxxxx 00.0 Xxxxxx Xxxxxx Dollars 81 Section 12.5 Waivers 81 Section 12.6 Assignment 82 Section 12.7 No Third Party Beneficiaries 82 Section 12.8 Further Assurances 82 Section 12.9 Severability 82 Section 12.10 Entire Agreement 82 Section 12.11 No Strict Construction 82 Section 12.12 Governing Law 82 TABLE OF CONTENTS (continued) Page Section 12.13 Dispute Resolution 83 Section 12.14 WAIVER OF TRIAL BY JURY 83 Section 12.15 Equitable Relief; Other Remedies 83 Section 12.16 Schedules 84 Section 12.17 Legal Counsel; Consent and Waiver 84 Section 12.18 Privileged Communications 84 Section 12.19 No Waiver of Privilege; Protection from Disclosure or Use 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 ARTICLE IX GENERAL PROVISIONS Section 9.1 Fees and Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 No Third-Party Beneficiaries 91 Section 9.8 Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 Section 9.15 12.20 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 85 EXHIBITS: Exhibit A Assumption Agreement Sellers; Company Shares; Percentage Interest Exhibit B Xxxx of Sale Seaspan Reorganization Transactions Exhibit C Retained IP License Agreement Data Room Index Exhibit D Accessories Supply Form of Joinder Agreement Exhibit E Generator Supply Form of R&W Policy Exhibit F Form of Registration Rights Agreement Exhibit F Transition Services Agreement ASSET PURCHASE G Form of Initial Press Release Exhibit H Form of No Claims Declaration SCHEDULES: Schedule 1.1(a) Net Debt Schedule Schedule 1.1(b) Payoff Indebtedness Schedule 1.1(c) Permitted Liens Schedule 1.1(d) Specified Inventory Schedule 1.1(e) Working Capital Schedule Schedule 1.1(f) Argentina Contracts Schedule 1.1(g) Shareholder Loans Schedule 1.1(h) Eligible Operating Accounts Schedule 2.7(k) Lien Discharge/Release Schedule 3.3(a) Seller Governmental Consents Schedule 3.3(b) Seller Conflicts Schedule 3.5 Seller Brokers Schedule 4.1(a) Company Organization and Authorization Schedule 4.1(b) Company Subsidiaries Schedule 4.1(d) Company Directors and Officers Schedule 4.3(a) Company Governmental Consents Schedule 4.3(b) Company Conflicts Schedule 4.4(a) Company Financial Statements Schedule 4.4(b) Company Undisclosed Liabilities Schedule 4.4(c) Company Accounts Receivable Schedule 4.5 Company Absence of Certain Changes Schedule 4.6 Company Title to and Condition and Sufficiency of Assets Schedule 4.7(a) Company Owned Real Property Schedule 4.7(b) Company Real Property Leases Schedule 4.8(a)(i) Company Trademarks Schedule 4.8(a)(ii) Company Patents Schedule 4.8(b) Company IP Licenses Schedule 4.8(c) Company Infringement Claims Schedule 4.9(a) Company Material Contracts Schedule 4.9(b) Company Purchase Orders Schedule 4.10 Company Permits Schedule 4.11(a) Company Benefit Plans Schedule 4.11(b) Company Multiemployer Plan Liabilities Schedule 4.11(h) Company Union Matters Schedule 4.11(i) Company Independent Contractor Classifications Schedule 4.11(j) Company Employees under Visas Schedule 4.11(k) Company Employment Proceedings Schedule 4.11(p) Company Certain Consultants or Independent Contractors Schedule 4.12 Company Environmental Matters Schedule 4.13 Company Taxes Schedule 4.14 Company Proceedings and Orders Schedule 4.16 Company Brokers Schedule 4.17(a) Company Insurance Policies Schedule 4.17(b) Company Claims under Insurance Policies Schedule 4.19 Company Affiliate Transactions Schedule 4.21 Company Banks Schedule 4.22 Company Powers of Attorney Schedule 4.24(a) Company Material Customers and Material Suppliers Schedule 4.26(a) Company Government Contracts Schedule 4.26(b) Company Governmental Security Clearance Contracts Schedule 4.26(d) Company Direct Sales to Governmental Authorities Schedule 5.1(b) Seaspan Party Subsidiaries Schedule 5.2(c) Contracts relating to Equity Interests of Seaspan Schedule 5.2(d) Contracts relating to Equity Interests of Purchaser Schedule 5.3(a) Seaspan Party Governmental Consents Schedule 5.3(b) Seaspan Party Conflicts Schedule 5.5 Seaspan Party Absence of Certain Changes Schedule 5.6 Seaspan Party Proceedings Schedule 6.2 Conduct of Business Pending Closing Schedule 6.11(a) Debt Commitment Schedule 6.19(b) 6.19(b) Shareholder Schedule 7.1(a)(i) Employees Schedule 7.1(a)(ii) Independent Contractor Census Schedule 8.2(e) Permitted Financing and Permitted Financing Amount Schedule 10.2(i) Seller Indemnified Taxes Schedule 10.2(j) Specified Indemnities Schedule 10.3(a) Special Indemnified Taxes ACQUISITION AGREEMENT ASSET PURCHASE AGREEMENT, dated This ACQUISITION AGREEMENT is made as of July 9November 20, 2018 2019, among (this i) the entities listed on Exhibit A under the heading AgreementFairfax”, including Fairfax Financial Holdings Limited, a company organized and existing under the laws of Canada (the “Fairfax Parties”), between Specialty Surgical Instrumentation Inc.(ii) ACM Energy Holdings I Ltd. and ACM Apple Holdings I, a Tennessee corporation LP (collectively, the “BuyerACM Parties”), (iii) JCLA Cayman Limited (collectively with each of the Fairfax Parties, the ACM Parties and Bovie Medical Corporationeach Person who executes a Joinder Agreement, “Sellers” and each, a Delaware corporation (the “Seller”), (iv) Apple Bidco Limited, a private limited company organized and existing under the laws of England and Wales (the “Company”), (v) Seaspan Corporation, a corporation organized and existing under the laws of the Republic of the Xxxxxxxx Islands (“Seaspan”), (vi) Atlas Corp., a corporation organized and existing under the laws of the Republic of the Xxxxxxxx Islands and, as of the date of this Agreement, a direct, wholly-owned Subsidiary of Seaspan (“Purchaser” and collectively with Seaspan, the “Seaspan Parties” and each, a “Seaspan Party”) and (vii) Fairfax Financial Holdings Limited, as representative of Sellers for certain purposes described in this Agreement (the “Seller Representative”). Sellers, the Company, the Seaspan Parties and the Seller Representative are each sometimes referred to in this Agreement as a “Party,” and collectively as the “Parties.” Certain capitalized terms used in this Agreement have the meanings set forth in ARTICLE I.

Appears in 1 contract

Samples: Acquisition Agreement (Seaspan CORP)

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Conditions to Closing. Section 6.1 General 8.01. Conditions 76 to Obligations of Each Party 52 Section 6.2 8.02. Conditions to Obligations of the Parent and the Seller 77 52 Section 6.3 8.03. Conditions to Obligations of the Buyer 77 Acquiror 53 ARTICLE VII IX TERMINATION Section 9.01. Termination 54 Section 9.02. Notice of Termination 55 Section 9.03. Effect of Termination 55 ARTICLE X INDEMNIFICATION Section 7.1 10.01. Survival 79 55 Section 7.2 10.02. Indemnification by the Seller 79 Parent 56 Section 7.3 10.03. Indemnification by the Buyer 80 Acquiror 57 Section 7.4 Procedures 80 10.04. Notification of Claims 57 Section 7.5 10.05. Payment 59 Section 10.06. Exclusive Remedies Not Affected by Investigation, Disclosure or Knowledge 82 59 Section 7.6 R&W Insurance Policy 83 10.07. Additional Indemnification Provisions 60 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION 10.08. Mitigation 61 Section 8.1 Termination 83 Section 8.2 10.09. Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 Knowledge 61 ARTICLE IX XI GENERAL PROVISIONS Section 9.1 Fees and 11.01. Expenses 88 61 Section 9.2 Amendment and Modification 88 11.02. Notices 62 Page Section 9.3 Waiver 89 11.03. Public Announcements 63 Section 9.4 Notices 89 11.04. Severability 63 Section 9.5 Interpretation 90 4 Section 9.6 11.05. Entire Agreement 91 64 Section 9.7 11.06. Assignment 64 Section 11.07. No Third-Third Party Beneficiaries 91 64 Section 9.8 11.08. Amendment; Waiver 64 Section 11.09. Disclosure Schedules 65 Section 11.10. Governing Law 91 65 Section 9.9 11.11. Rules of Construction 65 Section 11.12. Specific Performance 65 Section 11.13. Counterparts 66 Section 11.14. Arbitration; Submission to Jurisdiction 91 Section 9.10 AssignmentJurisdiction; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 66 Section 9.15 Counterparts 94 11.15. Joint and Several Obligations 69 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time 11.16. Appointment of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Acquiror’s Representative 69 Exhibits Exhibit A Assumption Agreement Definitions Exhibit B Xxxx Form of Sale Exhibit C Retained IP Trademark License Agreement Exhibit D Accessories Supply C Form of Parent Advances Transfer Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE AGREEMENT ASSET D Form of Payoff Letter Schedules Schedule I Pegasus Acquirors Schedule II Shareholders Schedule III Parent Knowledge Schedule IV Acquiror Knowledge Schedule V Target Closing Calculations Schedule 2.01 Shares and Purchase Price Allocation Disclosure Schedules Parent Disclosure Schedule Acquiror Disclosure Schedule This STOCK PURCHASE AGREEMENT, dated as of July 9June 1, 2018 (this “Agreement”)2009, between Specialty Surgical Instrumentation is entered into by and among American International Group, Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Parent”), AIG Consumer Finance Group, Inc., a Delaware corporation and an indirect wholly-owned Subsidiary of the Parent (the “Seller”), and Banco xx Xxxxxxx y Buenos Aires S.A., an Argentine stock corporation (“Galicia”), and certain shareholders and/or active board members of Pegasus Argentina S.A. (“Pegasus”) as set forth on Schedule I (collectively, the “Pegasus Acquirors” and, together with Galicia, the “Acquiror”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Grupo Financiero Galicia Sa)

Conditions to Closing. Section 6.1 General 7.1 Conditions 76 to Obligations of Each Party 46 Section 6.2 7.2 Conditions to Obligations of Purchaser 46 Section 7.3 Conditions to Obligations of the Seller 77 Selling Unit Holders and PinnOak 48 Section 6.3 Conditions to Obligations of the Buyer 77 7.4 Pre-Closing Certificate 49 CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. ARTICLE VII VIII SURVIVAL AND INDEMNIFICATION Section 7.1 8.1 Survival 79 49 Section 7.2 8.2 Indemnification by the Seller 79 Selling Unit Holders 49 Section 7.3 8.3 Indemnification by the Buyer 80 Purchaser 52 Section 7.4 Procedures 80 8.4 Limits on Indemnification by Selling Unit Holder Indemnifying Parties 52 Section 7.5 Remedies Not Affected by Investigation8.5 Notice of Loss; Third Party Claims 54 Section 8.6 Set-Off Rights 56 Section 8.7 Additional Indemnification Provisions 58 Section 8.8 Mitigation of Damages 58 Section 8.9 Pending Matters 59 Section 8.10 Nature of Payments 60 ARTICLE IX TERMINATION, Disclosure or Knowledge 82 AMENDMENT AND WAIVER Section 7.6 R&W Insurance Policy 83 9.1 Termination 60 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 9.2 Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 ARTICLE IX GENERAL PROVISIONS Section 9.1 Fees and Expenses 88 Section 9.2 Amendment and Modification 88 61 Section 9.3 Waiver 89 61 Section 9.4 Reimbursement of Purchaser Expenses 61 ARTICLE X MISCELLANEOUS Section 10.1 Expenses 62 Section 10.2 Notices 89 62 Section 9.5 Interpretation 90 4 10.3 Headings 64 Section 9.6 10.4 Severability 64 Section 10.5 Entire Agreement 91 64 Section 9.7 10.6 Assignment 64 Section 10.7 No Third-Party Beneficiaries 91 64 Section 9.8 10.8 Amendment 64 Section 10.9 Specific Performance 64 Section 10.10 Governing Law 91 Section 9.9 Law; Submission to Jurisdiction 91 65 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 10.11 Waiver of Jury Trial 94 65 Section 9.15 10.12 Appointment of Sellers Representative 65 Section 10.13 Counterparts 94 66 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 10.14 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 66 EXHIBITS Exhibit A Assumption Form of Merger Agreement Exhibit B Xxxx of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET Knowledge Persons CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. SCHEDULES Schedule 2.2(b) Closing Payment Schedule 2.2(c) Deferred Payment Schedule 2.3(a) Earnout Payment Schedule 2.3(f) Ownership Percentage Schedule 7.2(h) Consents CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. UNIT PURCHASE AGREEMENT ASSET This UNIT PURCHASE AGREEMENT, dated as of July 9June 14, 2018 (this “Agreement”)2007, between Specialty Surgical Instrumentation Inc.is made and entered into by and among Cleveland-Cliffs Inc, a Tennessee an Ohio corporation (the BuyerPurchaser”), and Bovie Medical CorporationPinnOak Resources, LLC, a Delaware corporation limited liability company (“PinnOak”), The Regent Investment Company, L.P., a Delaware limited partnership (“Regent”), Questor Partners Fund II, L.P., a Delaware limited partnership (“QPII”), Questor Side-by-Side Partners II, L.P., a Delaware limited partnership (“SBSII”), Questor Side-by-Side Partners II 3(c)1, L.P. , a Delaware limited partnership (“SBSII3(c)1”), Questor Partners Fund II AIV-1, LLC, a Delaware limited liability company (“QPII-AIV”), Questor General Partner II, L.P., a Delaware limited partnership (“QGPII” and, together with QPII, SBSII, SBSII3(c)1, QPII-AIV, the “SellerQuestor Members”), PinnOak Resources Employee Equity Incentive Plan, LLC, a Delaware limited liability company (“Employee LLC” and, together with Regent, the Questor Members (other than QPII-AIV) and Employee LLC, the “Selling Unit Holders”).

Appears in 1 contract

Samples: Unit Purchase Agreement (Cleveland Cliffs Inc)

Conditions to Closing. Section 6.1 General Conditions 76 Section 6.2 SECTION 7.01. Conditions to Obligations of Seller and the Seller 77 Section 6.3 Stockholder 36 SECTION 7.02. Conditions to Obligations of the Buyer 77 Purchaser 37 ARTICLE VII VIII INDEMNIFICATION Section 7.1 SECTION 8.01. Survival 79 Section 7.2 of Representations and Warranties 38 SECTION 8.02. Indemnification by Seller and the Seller 79 Section 7.3 Stockholders 38 SECTION 8.03. Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by InvestigationPurchaser 39 SECTION 8.04. Limits on Indemnification 39 SECTION 8.05. Notice of Loss; Third Party Claims 40 SECTION 8.06. Offset Rights 41 SECTION 8.07. Tax Treatment of Indemnity Payments 41 ARTICLE IX TERMINATION, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Section 8.1 AMENDMENT AND WAIVER SECTION 9.01. Termination 83 Section 8.2 41 SECTION 9.02. Effect of Termination 85 Section 8.3 Buyer 42 ARTICLE X REGISTRATION RIGHTS SECTION 10.01. Registration Statement 42 SECTION 10.02. Registration Procedures 44 SECTION 10.03. Registration Expenses 45 SECTION 10.04. Indemnification 45 SECTION 10.05. Dispositions 46 SECTION 10.06. Assignment 47 SECTION 10.07. Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 of Registration Rights 47 SECTION 10.08. Waivers 47 ARTICLE IX XI GENERAL PROVISIONS Section 9.1 Fees and Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 SECTION 11.01. Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 47 SECTION 11.02. Public Announcements 48 SECTION 11.03. Severability 49 SECTION 11.04. Entire Agreement 91 Section 9.7 49 SECTION 11.05. Assignment 49 SECTION 11.06. Amendment 49 SECTION 11.07. Waiver 49 SECTION 11.08. No Third-Third Party Beneficiaries 91 Section 9.8 49 SECTION 11.09. Currency 50 SECTION 11.10. Governing Law 91 Section 9.9 Submission and Consent to Jurisdiction 91 Section 9.10 Assignment50 SECTION 11.11. Dispute Resolution 50 SECTION 11.12. Counterparts; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver Facsimile Signatures 50 SCHEDULES: Schedule A Stockholders’ Ownership and Indemnity Percentage Schedule B Allocation Schedule C Seller Capitalization Table Schedule 1.01 Assumed Contracts Schedule 2.01(a) Purchased Assets Schedule 2.01(b) Excluded Assets Schedule 3.01 Jurisdictions Schedule 3.03(a) Governmental Filings Schedule 3.03(b) No Violations Schedule 3.04(a) Convertible Securities Schedule 3.04(b) Option Rights Schedule 3.04(c) Sale or Transfer Rights Schedule 3.05(a) Financial Statements Schedule 3.05(d) Seller Liabilities Schedule 3.06 Absence of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time Certain Changes Schedule 3.07 Litigation Schedule 3.08(a) Compliance Law Schedule 3.08(b) Permits Schedule 3.09 Environmental Matters Schedule 3.10(a) Patents, Copyrights, Marks and Seller IP Agreement Schedule 3.10(e) Employee Assignment Contracts Schedule 3.10(h) Copyrights Schedule 3.11 Personal Property Schedule 3.12 Seller Leases Schedule 3.13(a) Employee Benefit Matters Schedule 3.13(b) Agreements Covering Designated Employees Schedule 3.13(e) Plans Schedule 3.14 Labor Matters Schedule 3.15 Taxes Schedule 3.16(a) Material Contracts Schedule 3.16(b) Violations of Essence 94 Section 9.18 No Presumption Against Drafting Material Contracts Schedule 3.16(d) Preferential Rights to Acquire Purchased Assets Schedule 3.17 Insurance Schedule 3.18 Brokers and Finders Schedule 3.19(a) Affiliate Arrangements Schedule 3.19(b) Material Interests in the business of Seller Schedule 3.21 Products Liability and Warranty Liability Schedule 4.03 Stockholder Litigation Schedule 5.03 Purchaser Litigation Schedule 6.01 Conduct of Business Schedule 6.08 Customer and Other Third Party 94 Section 9.19 Investigation by the Buyer 95 Consents Schedule 6.09 Termination of Certain Agreements Schedule 6.14 Seller’s Expenses EXHIBITS: Exhibit A Assumption Forms of Employment Agreements Exhibit B-1 Form of Page Noncompete Agreement Exhibit B Xxxx B-2 Form of Seller Noncompete Agreement Exhibit C Form of Bills of Sale Exhibit C Retained IP License This Asset Purchase Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT(together with the Exhibits and Schedules, dated and as of July 9amended, 2018 (modified or supplemented from time to time, this “Agreement”)) dated as of December 22, between Specialty Surgical Instrumentation 2006 is by and among Next Sierra, Inc., a Tennessee California corporation (“Seller”), Seller’s stockholders listed on the signature pages of this Agreement (the “BuyerStockholders)) and Cambridge Display Technology, and Bovie Medical CorporationInc., a Delaware corporation (the SellerPurchaser”). Capitalized terms used in this Agreement are defined in Section 1.01 or otherwise referenced in Section 1.02.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cambridge Display Technology, Inc.)

Conditions to Closing. Section 6.1 General Conditions 76 Section 6.2 SECTION 7.01. Conditions to Obligations of the Seller 77 Section 6.3 and Parent 63 SECTION 7.02. Conditions to Obligations of the Buyer 77 Purchaser 64 ARTICLE VII VIII INDEMNIFICATION Section 7.1 SECTION 8.01. Survival 79 Section 7.2 of Representations and Warranties 65 SECTION 8.02. Indemnification by the Seller 79 Section 7.3 and Parent 66 SECTION 8.03. Indemnification by the Buyer 80 Section 7.4 Purchaser 68 SECTION 8.04. Limits on Indemnification 69 SECTION 8.05. Notice of Loss; Third Party Claims 69 SECTION 8.06. Tax Treatment 70 SECTION 8.07. Limitations and Procedures 80 Section 7.5 Remedies Not Affected Applicable to Indemnification for Historical Environmental Liabilities 70 SECTION 8.08. Procedures for Allocation of Responsibility for Straddle Environmental Liabilities 73 SECTION 8.09. Procedures Applicable to Indemnification by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 the Purchaser for Reserved Pre-Closing Environmental Liabilities and Post-Closing Environmental Liabilities 76 ARTICLE VIII IX TERMINATION Section 8.1 SECTION 9.01. Termination 83 Section 8.2 76 SECTION 9.02. Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 76 ARTICLE IX X GENERAL PROVISIONS Section 9.1 Fees and SECTION 10.01. Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 76 SECTION 10.02. Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 77 SECTION 10.03. Public Announcements 78 SECTION 10.04. Severability 78 SECTION 10.05. Entire Agreement 91 Section 9.7 78 SECTION 10.06. Assignment 78 SECTION 10.07. Amendment 79 SECTION 10.08. Waiver 79 SECTION 10.09. Joint and Several Liability 79 SECTION 10.10. No Third-Third Party Beneficiaries 91 Section 9.8 79 SECTION 10.11. Specific Performance 79 SECTION 10.12. Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 79 SECTION 10.13. Waiver of Jury Trial 94 Section 9.15 80 SECTION 10.14. Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Exhibit A Assumption Agreement Exhibit B Xxxx of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 (this “Agreement”), between Specialty Surgical Instrumentation Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”).80 EXHIBITS

Appears in 1 contract

Samples: Asset Purchase Agreement (NewPage Holding CORP)

Conditions to Closing. 35 Section 6.1 General 5.1 Conditions 76 to Each Party's Obligation to Effect the Sale. 35 Section 6.2 5.2 Conditions to Obligations of the Seller 77 Purchaser. 36 Section 6.3 5.3 Conditions to Obligations of Gilat Israel and Seller. 37 ARTICLE VI. ADDITIONAL COVENANTS AND AGREEMENTS 38 Section 6.1 Directors and Officers. 38 Section 6.2 Additional Agreements; Cooperation. 38 Section 6.3 Publicity. 39 Section 6.4 Notification of Certain Matters. 39 Section 6.5 Access to Information. 39 Section 6.6 Non-Solicitation. 40 Section 6.7 Fees and Expenses. 42 Section 6.8 Insurance. 42 Section 6.9 Conduct of the Buyer 77 Parties after the Closing Date. 42 Section 6.10 Maintenance of Transfer Agent. 44 ARTICLE VII INDEMNIFICATION VII. CONDUCT OF BUSINESS AND OF PURCHASER PRIOR TO THE CLOSING 44 Section 7.1 Survival 79 Conduct of Business Pending the Sale. 44 Section 7.2 Indemnification by Conduct of Business of Purchaser Pending the Seller 79 Sale. 45 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 Gilat Review of Expenditures. 47 ARTICLE VIII TERMINATION VIII. INDEMNIFICATION 48 Section 8.1 Termination 83 Indemnification Generally by Gilat Israel and Seller. 48 Section 8.2 Indemnification Generally by Purchaser. 49 Section 8.3 Notice of Claims for Indemnification. 50 Section 8.4 Survival of Representations and Warranties. 51 i ARTICLE IX. TAX INDEMNITIES 51 Section 9.1 Tax Indemnities. 51 Section 9.2 Character of Indemnity Payments. 51 Section 9.3 Refunds. 52 Section 9.4 Miscellaneous. 52 ARTICLE X. TERMINATION 53 Section 10.1 Termination. 53 Section 10.2 Effect of Termination 85 Termination. 54 ARTICLE XI. MISCELLANEOUS 54 Section 8.3 Buyer Termination Fee 86 11.1 Governing Law. 54 Section 8.4 Additional Fees 11.2 Remedies. 54 Section 11.3 Successors and Expenses 87 ARTICLE IX GENERAL PROVISIONS Assigns. 55 Section 9.1 Fees 11.4 Amendment. 55 Section 11.5 Entire Agreement. 55 Section 11.6 No Reliance on Other Information. 55 Section 11.7 Severability. 55 Section 11.8 No Third Party Beneficiaries. 56 Section 11.9 Notices. 56 Section 11.10 Delays or Omissions. 57 Section 11.11 Legal Fees. 57 Section 11.12 Titles and Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 No Third-Party Beneficiaries 91 Section 9.8 Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Exhibit A Assumption Agreement Exhibit B Xxxx of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 (this “Agreement”), between Specialty Surgical Instrumentation Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”).Subtitles. 57

Appears in 1 contract

Samples: Acquisition Agreement (Rstar Corp)

Conditions to Closing. Section 6.1 General Conditions 76 Section 6.2 15 SECTION 3.1. Conditions to Obligations of Parent, Merger Sub and the Seller 77 Section 6.3 Company 15 SECTION 3.2. Conditions to the Obligations of Parent and Merger Sub 15 SECTION 3.3. Conditions to the Obligations of the Buyer 77 Company 16 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY 17 SECTION 4.1. Organization; Qualification 17 SECTION 4.2. Capitalization; Subsidiaries 17 SECTION 4.3. Authority; Enforceability 18 SECTION 4.4. Litigation 18 SECTION 4.5. Financial Information 19 SECTION 4.6. Consents and Approvals 19 SECTION 4.7. No Violations 19 SECTION 4.8. Material Contracts 20 SECTION 4.9. Liabilities 21 SECTION 4.10. Employee and Labor Matters 21 SECTION 4.11. Employee Benefit Arrangements 22 SECTION 4.12. Tax Matters 23 SECTION 4.13. Governmental Authorizations 24 SECTION 4.14. Insurance 24 SECTION 4.15. Compliance with Laws 24 SECTION 4.16. Real Property 25 SECTION 4.17. Environmental Matters 25 SECTION 4.18. Intellectual Property 26 SECTION 4.19. Absence of Certain Developments 26 SECTION 4.20. Brokers and Finders 27 SECTION 4.21. Related Party Transactions 27 SECTION 4.22. Suppliers and Customers 27 SECTION 4.23. No Other Representations or Warranties 27 ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB 28 SECTION 5.1. Organization; Qualification 28 SECTION 5.2. Authority; Enforceability 29 SECTION 5.3. Litigation 29 SECTION 5.4. No Violations 29 SECTION 5.5. Parent Consents and Approvals 30 SECTION 5.6. Brokers and Finders 30 SECTION 5.7. Operations of Merger Sub 30 SECTION 5.8. Financing 30 SECTION 5.9. Funding Agreement 31 SECTION 5.10. Solvency 31 SECTION 5.11. Management Agreements 32 SECTION 5.12. No Other Representations or Warranties 32 ARTICLE VI COVENANTS 33 SECTION 6.1. Access and Information; Confidentiality 33 SECTION 6.2. Consents and Approvals 34 SECTION 6.3. Conduct of Business 37 SECTION 6.4. Indemnification of Directors and Officers 40 SECTION 6.5. Labor Matters and Employee Benefits 41 SECTION 6.6. Public Announcements 42 SECTION 6.7. Financing 43 SECTION 6.8. Parent Solvency Opinion 45 SECTION 6.9. Expenses 46 SECTION 6.10. Transfer Taxes 46 SECTION 6.11. FIRPTA 46 SECTION 6.12. Retention of Books and Records 46 SECTION 6.13. Competing Transactions 46 SECTION 6.14. No Shop 46 SECTION 6.15. Further Assurances 47 ARTICLE VII INDEMNIFICATION Section 7.1 Survival 79 Section 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Section 8.1 47 SECTION 7.1. Termination 83 Section 8.2 47 SECTION 7.2. Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 ARTICLE IX GENERAL PROVISIONS Section 9.1 Fees and Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 No Third-Party Beneficiaries 91 Section 9.8 Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Exhibit A Assumption Agreement Exhibit B Xxxx of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 (this “Agreement”), between Specialty Surgical Instrumentation Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”).49

Appears in 1 contract

Samples: Agreement and Plan of Merger (FTT Holdings, Inc.)

Conditions to Closing. Section 6.1 General Conditions 76 Section 6.2 SECTION 8.01. Conditions to Obligations of the Seller 77 Section 6.3 GE Parties 34 SECTION 8.02. Conditions to Obligations of the Buyer 77 Acquiror 35 ARTICLE VII IX TERMINATION, AMENDMENT AND WAIVER SECTION 9.01. Termination 36 SECTION 9.02. Effect of Termination 36 SECTION 9.03. Extension; Waiver 36 ARTICLE X INDEMNIFICATION Section 7.1 Survival 79 Section 7.2 SECTION 10.01. Indemnification by the Seller 79 Section 7.3 GE Parties 37 SECTION 10.02. Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Acquiror 38 SECTION 10.03. Notification of Claims 38 SECTION 10.04. Exclusive Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 40 SECTION 10.05. Additional Indemnification Provisions 40 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 ARTICLE IX XI GENERAL PROVISIONS Section 9.1 Fees and SECTION 11.01. Survival 40 SECTION 11.02. Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 41 SECTION 11.03. Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 41 iii Page SECTION 11.04. Public Announcements 42 SECTION 11.05. Severability 42 SECTION 11.06. Entire Agreement 91 Section 9.7 42 SECTION 11.07. Assignment 42 SECTION 11.08. No Third-Party Beneficiaries 91 Section 9.8 42 SECTION 11.09. Amendment 43 SECTION 11.10. Disclosure Schedules 43 SECTION 11.11. Dispute Resolution 43 SECTION 11.12. Governing Law 91 Section 9.9 Law; Submission to Jurisdiction 91 Section 9.10 AssignmentJurisdiction; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver Waivers 44 SECTION 11.13. Rules of Jury Trial 94 Section 9.15 Construction 44 SECTION 11.14. Specific Performance 45 SECTION 11.15. Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 45 EXHIBITS Exhibit A Assumption Agreement Definitions Exhibit B Xxxx of Sale Employee Matters Exhibit C Retained IP Equity Interests Exhibit D Material Subsidiaries Exhibit E Services Agreement Term Sheet Exhibit F Transaction Accounting Principles Exhibit G Subsidiary Shares Exhibit H Intellectual Property Agreement and License Exhibit I GE Monogram License Agreement Exhibit D Accessories Supply J Stockholders Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE Term Sheet This RECAPITALIZATION AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9June 21, 2018 2002, is made among GENERAL ELECTRIC COMPANY, a New York corporation (this AgreementGE”), between Specialty Surgical Instrumentation Inc.GE INVESTMENTS, INC., a Tennessee Nevada corporation and a subsidiary of GE (“GEII,” and, together with GE, the “BuyerGE Parties”), and Bovie Medical CorporationGLOBAL ACQUISITION COMPANY, a Delaware corporation (the “SellerAcquiror”).

Appears in 1 contract

Samples: Recapitalization Agreement (GXS Corp)

Conditions to Closing. Section 6.1 General 54 8.1 Conditions 76 Section 6.2 Precedent to Obligations of Each Party 54 8.2 Conditions Precedent to Obligations of the Seller 77 Section 6.3 Purchaser 55 8.3 Conditions Precedent to Obligations of the Buyer 77 Sellers, the Blocker Companies and the Company 56 ARTICLE VII IX INDEMNIFICATION Section 7.1 57 9.1 Survival 79 Section 7.2 57 9.2 Indemnification by of the Purchaser Indemnified Parties 57 9.3 Indemnification of the Seller 79 Section 7.3 Indemnified Parties 59 9.4 Limitations on Indemnification by the Buyer 80 Section 7.4 59 9.5 Indemnification Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 61 9.6 Tax Treatment of Indemnity Payments 62 9.7 Exclusive Remedy 83 62 9.8 No Contribution 62 9.9 Independent Significance 63 ARTICLE VIII X TERMINATION Section 8.1 63 10.1 Termination 83 Section 8.2 63 10.2 Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and 63 ARTICLE XI SELLERS’ REPRESENTATIVE 64 11.1 Appointment 64 11.2 Authorization 64 11.3 Indemnification of Sellers’ Representative 65 11.4 Access to Information 65 11.5 Reasonable Reliance 65 11.6 Removal of Sellers’ Representative; Authority of Sellers’ Representative 65 11.7 Expenses 87 66 11.8 Irrevocable Appointment 66 ARTICLE IX GENERAL PROVISIONS Section 9.1 Fees and XII DEFINITIONS 66 12.1 Certain Definitions 66 ARTICLE XIII MISCELLANEOUS 79 13.1 Payment of Sales, Use or Similar Taxes 79 13.2 Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 80 13.3 Submission to Jurisdiction; Consent to Service of Process 80 13.4 Entire Agreement; Amendment; Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 No Third-Party Beneficiaries 91 Section 9.8 80 13.5 Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment80 13.6 Notices 80 13.7 Severability 82 13.8 Binding Effect; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 Section 9.15 Assignment 82 13.9 Release. 82 13.10 Non-Recourse 84 13.11 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 84 13.12 Other Definitional and Interpretive Matters 84 13.13 Specific Performance; Remedies 85 Appendices Appendix I TA Funds Appendix II Purchased Securities Exhibits Exhibit A Assumption Agreement Accounting Principles and Net Working Capital Illustration Exhibit B Xxxx Form of Sale Dymatize Equity Plan Member Release Exhibit C Retained IP License Agreement Company Cost of Goods Sold Exhibit D Accessories Supply Agreement Company Net Revenue Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET Form of Waterfall Spreadsheet Schedules Schedule 3.3(a) No Conflicts Schedule 3.3(b) Governmental Body Waiver and Filings Schedule 3.3(c) Material Contract Consents Schedule 3.4(a) Capitalization Schedule 3.4(b) Options, Warrants and Convertible Securities Schedule 3.5 List of Subsidiaries Schedule 3.6(a) Financial Statements Schedule 3.6(b) Non-GAAP Measures in Financial Statements Schedule 3.7 Absence of Certain Developments Schedule 3.8 Taxes Schedule 3.8(c) Filing Extensions Schedule 3.8(g) Liability for Taxes of Other Persons Schedule 3.9(a) Real Property Schedule 3.9(b) Title Exceptions Schedule 3.10 Personal Property Leases Schedule 3.11(a) Owned Intellectual Property Schedule 3.11(b) Intellectual Property Licenses Schedule 3.11(c) Intellectual Property Infringement or Misappropriation Schedule 3.12(a) Material Contracts Schedule 3.12(b) Material Contracts Default Schedule 3.13(a) Employees; Compensation Schedule 3.13(b) Labor and Collective Bargaining Agreements Schedule 3.13(c) Strikes Schedule 3.14(b) Employee Benefit Plans Schedule 3.14(c) Company Pension Plans Schedule 3.14(i) Transaction Compensation Schedule 3.15 Litigation Schedule 3.16(b) Permits Schedule 3.17 Environmental Matters Schedule 3.18 Insurance Schedule 3.20(a) Product Liability and Regulatory Compliance Schedule 3.21 Affiliate Transactions Schedule 3.22 Undisclosed Liabilities Schedule 3.23 Customers and Suppliers Schedule 4.4(a) Blocker Company Capitalization Schedule 4.5 Ownership of Blocker Company Securities Schedule 4.8(c) Filing Extensions Schedule 4.9 Blocker Company Liabilities Schedule 5.4(a) Ownership of Purchased Blocker Securities, Purchased Class C Units and Purchased Class D Units Schedule 5.4(b) Seller Voting Agreements Schedule 6.3(a) No Conflicts Schedule 7.9(f) Purchase Price Allocation Principles Schedule 8.2(f)(ii) Resignations of Directors, Managers and Officers SECURITIES PURCHASE AGREEMENT ASSET This SECURITIES PURCHASE AGREEMENT, dated AGREEMENT is entered into as of July 9December 8, 2018 2013 (this the “Agreement”), between Specialty Surgical Instrumentation Inc.by and among DYMATIZE ENTERPRISES, LLC, a Tennessee corporation Delaware limited liability company (the “BuyerCompany”), and Bovie Medical CorporationTA/DEI-A ACQUISITION CORP., a Delaware corporation (“TA/DEI-A”), TA/DEI-B1 ACQUISITION CORP., a Delaware corporation (“TA/DEI-B1”) TA/DEI-B2 ACQUISITION CORP., a Delaware corporation (“TA/DEI-B2”), TA/DEI-B3 ACQUISITION CORP., a Delaware corporation (“TA/DEI-B3” and, together with TA/DEI-A, TA/DEI-B1 and TA/DEI-B2, the “SellerBlocker Companies” and each a “Blocker Company”), each of the Persons identified as a “TA Fund” on Appendix I hereto (the “TA Funds” and each a “TA Fund”), IMPERIAL CAPITAL, LLC, a Delaware limited liability company (“Imperial”), DYMATIZE MANAGEMENT HOLDINGS, INC., a Delaware corporation (“Management Holdco”), DYMATIZE ENTERPRISES EQUITY PLAN, LLC, a Delaware limited liability company (“Dymatize Equity Plan” and, together with the TA Funds, Imperial and Management Holdco, the “Sellers”), TA Associates Management, L.P., solely in its capacity as Sellers’ Representative, POST ACQUISITION SUB III, LLC, a Delaware limited liability company (the “Purchaser”) and POST HOLDINGS, INC., a Missouri corporation (“Post”).

Appears in 1 contract

Samples: Securities Purchase Agreement (Post Holdings, Inc.)

Conditions to Closing. 25 Section 6.1 General Conditions 76 to Company's and Shareholders' Obligations 25 Section 6.2 Conditions to Parent's and Merger Sub's Obligations of the Seller 77 Section 6.3 Conditions to Obligations of the Buyer 77 26 ARTICLE VII INDEMNIFICATION 7 CLOSING 27 Section 7.1 Survival 79 Actions at Closing 27 Section 7.2 Delivery of Merger Consideration 28 Section 7.3 Further Assurances 28 ARTICLE 8 AGREEMENTS OF PARTIES 28 Section 8.1 Information 28 Section 8.2 Waiver of Dissenter's Rights 28 Section 8.3 Regulatory Matters 28 Section 8.4 Shareholder's Cooperation 28 Section 8.5 Employment and Benefit Matters 28 Section 8.6 Confidentiality 29 Section 8.7 Public Announcements 29 Section 8.8 Failure to Fulfill Conditions 29 Section 8.9 Taxes, etc. 29 Section 8.10 Parties' Efforts; Further Assurances 30 Section 8.11 Tax Treatment 30 ARTICLE 9 INDEMNIFICATION 31 Section 9.1 Survival of Representations And Warranties 31 Section 9.2 Indemnification by the Seller 79 Shareholders 31 Section 7.3 9.3 Indemnification by the Buyer 80 Merger Sub 31 Section 7.4 Procedures 80 9.4 Notice of Claim 32 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 9.5 Defense of Third Party Claims 32 Section 7.6 R&W Insurance Policy 83 9.6 Limitations 33 Section 7.7 Exclusive Remedy 83 9.7 Recovery of Attorney Fees For Frivolous Actions 33 Section 9.8 Payment in Stock 33 Section 9.9 Arbitration 34 ARTICLE VIII 10 TERMINATION 34 Section 8.1 10.1 Termination 83 34 Section 8.2 10.2 Effect of Termination 85 34 Section 8.3 Buyer Termination Fee 86 10.3 Specific Performance 34 ARTICLE 11 GENERAL RELEASE AND COVENANT NOT TO XXX 35 ARTICLE 12 MISCELLANEOUS 35 Section 8.4 Additional Fees 12.1 Expenses 35 Section 12.2 Contents of Agreement; Parties in Interest; etc. 35 Section 12.3 Waiver 35 Section 12.4 Notices 35 Section 12.5 Georgia Law to Govern 36 Section 12.6 No Benefit to Others 36 Section 12.7 Headings, Gender and Expenses 87 ARTICLE IX GENERAL PROVISIONS References 37 Section 9.1 Fees 12.8 Schedules and Expenses 88 Exhibits 37 Section 9.2 Amendment and Modification 88 12.9 Severability 37 Section 9.3 Waiver 89 12.10 Counterparts 37 Section 9.4 Notices 89 12.11 Assistance of Counsel 37 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 No Third-Party Beneficiaries 91 Section 9.8 Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 12.12 Time of the Essence 94 37 Section 9.18 No Presumption Against Drafting Party 94 12.13 Actions and Proceedings 37 Section 9.19 Investigation 12.14 Execution by the Buyer 95 Exhibit A Assumption Agreement Exhibit B Xxxx of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE AGREEMENT ASSET PURCHASE Facsimile 37 iii MERGER AGREEMENT, dated as of July 9, 2018 (this “Agreement”), between Specialty Surgical Instrumentation Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”).

Appears in 1 contract

Samples: Merger Agreement (Firstwave Technologies Inc)

Conditions to Closing. Section 6.1 General 6.1. Conditions 76 Precedent to Obligations of the Purchaser and the Seller at the Principal Closing 82 Section 6.2 6.2. Conditions Precedent to Obligations of the Purchaser 83 Section 6.3. Conditions Precedent to Obligations of the Seller 77 83 Section 6.3 6.4. Conditions Precedent to Obligations of the Buyer 77 Purchaser and the Seller at the Deferred Closings and French Closing 84 ARTICLE VII TERMINATION; EFFECT OF TERMINATION Section 7.1. Termination 85 Section 7.2. Effect of Termination 86 ARTICLE VIII INDEMNIFICATION Section 7.1 8.1. No Survival 79 86 Section 7.2 8.2. Indemnification by the Seller 79 86 Section 7.3 8.3. Indemnification by the Buyer 80 Purchaser 86 Section 7.4 8.4. Limitations on Indemnification 86 Section 8.5. Indemnification Procedures 80 87 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 8.6. Treatment of Indemnification Payments 90 Section 7.6 8.7. R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 91 ARTICLE IX GENERAL PROVISIONS MISCELLANEOUS Section 9.1 Fees and Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 9.1. Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 9.2. Certain Definitions; Interpretation 92 Section 9.3. Severability 111 Section 9.4. Entire Agreement; No Third-Party Beneficiaries 91 111 Section 9.8 9.5. Amendment; Waiver 112 Section 9.6. Binding Effect; Assignment 112 Section 9.7. Disclosure Schedules 112 Section 9.8. Specific Performance 112 Section 9.9. Governing Law 91 Law, etc 113 Section 9.9 Submission to Jurisdiction 91 9.10. Construction 114 Section 9.10 Assignment; Successors 92 9.11. Local Transfer Agreements 114 Section 9.11 Enforcement 93 9.12. Provision Respecting Legal Representation 115 Section 9.12 Currency 94 9.13. Privilege 115 Section 9.13 Severability 94 9.14. Counterparts 115 Section 9.14 Waiver of Jury Trial 94 9.15. Non-Recourse 115 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 9.16. Debt Financing Sources 116 Exhibits Exhibit A Accounting Principles Exhibit B Form of Xxxx of Sale, Assignment and Assumption Agreement Exhibit C Form of Transition Services Agreement Exhibit D Form of Real Property Lease Assignment Exhibit E Form of Real Property Sublease (Troy, NY) Exhibit F-A Form of Real Property License Agreement (Shelton, CT) Exhibit F-B Xxxx Form of Sale Real Property License Agreement (Stamford, CT) Exhibit C Retained G Form of IP License Agreement Exhibit D Accessories Supply H Form of Local Transfer Agreement Exhibit E Generator Supply I-A Form of Software Maintenance and Support Agreement Exhibit F Transition Services I-B Form of On-Demand Subscription Agreement Exhibit J Form of IP Assignment Agreement Exhibit K Transferred Entities STOCK AND ASSET PURCHASE AGREEMENT This STOCK AND ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 AGREEMENT (this “Agreement”)) is made this 23rd day of August 2019, by and between Specialty Surgical Instrumentation (a) Pitney Xxxxx Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”), and (b) Starfish Parent, LP, a Delaware limited partnership (the “Purchaser”). Capitalized terms used in this Agreement shall have the meanings indicated in Section 9.2.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Pitney Bowes Inc /De/)

Conditions to Closing. Section 6.1 General 8.01. Conditions 76 to Obligations of Each Party 57 Section 6.2 8.02. Conditions to Obligations of the Seller 77 Sellers and the Company 58 Section 6.3 8.03. Conditions to Obligations of the Buyer 77 Acquiror 58 ARTICLE VII IX TERMINATION Section 9.01. Termination 59 Section 9.02. Notice of Termination 60 Section 9.03. Effect of Termination 60 ARTICLE X INDEMNIFICATION Section 7.1 10.01. Survival 79 61 Section 7.2 10.02. Indemnification by the Seller 79 Sellers 61 Section 7.3 10.03. Indemnification by the Buyer 80 Acquiror 62 Section 7.4 Procedures 80 10.04. Notification of Claims 63 Section 7.5 10.05. Payment 66 Section 10.06. Exclusive Remedies Not Affected by Investigation, Disclosure or Knowledge 82 67 Section 7.6 R&W Insurance Policy 83 10.07. Additional Indemnification Provisions 67 Section 7.7 Exclusive Remedy 83 10.08. Mitigation 69 Section 10.09. Sellers’ Representative 69 Section 10.10. Disbursement of Escrow Account Funds 69 Section 10.11. No Right to Contribution 69 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 ARTICLE IX XI GENERAL PROVISIONS Section 9.1 Fees and 11.01. Expenses 88 69 Section 9.2 Amendment and Modification 88 11.02. Notices 69 Section 9.3 Waiver 89 11.03. Public Announcements 71 Section 9.4 Notices 89 11.04. Severability 72 Section 9.5 Interpretation 90 4 Section 9.6 11.05. Entire Agreement 91 72 Section 9.7 11.06. Assignment 72 Section 11.07. No Third-Third Party Beneficiaries 91 72 Section 9.8 11.08. Amendment; Waiver 72 Section 11.09. Disclosure Schedules 73 Section 11.10. Governing Law 91 Section 9.9 Law; Submission to Jurisdiction 91 Section 9.10 AssignmentJurisdiction; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 73 Section 9.15 11.11. Rules of Construction 74 Section 11.12. Specific Performance 75 Section 11.13. Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 75 EXHIBITS, SCHEDULES AND ANNEXES EXHIBITS Exhibit A Assumption - Form of Escrow Agreement Exhibit B Xxxx - Seller Expenses Escrow Agreement Term Sheet SELLERS DISCLOSURE SCHEDULE Section 1.01(a) - Knowledge of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as such Seller Section 3.07 - Affiliate Agreements COMPANY DISCLOSURE SCHEDULE Section 1.01(a) - Certain Liabilities Section 1.01(b) - Directors’ Expenses and Fees Section 1.01(c) - Knowledge of July 9, 2018 (this “Agreement”), between Specialty Surgical Instrumentation Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”).Company Section 2.08(d)(i) - Resigning Directors Section 4.02(a)(i) - Capital Structure Section 4.02(a)(ii) SARs Section 4.02(b) - Rights with Respect to Capital Stock; Dividends

Appears in 1 contract

Samples: Stock Purchase Agreement (Validus Holdings LTD)

Conditions to Closing. Section 6.1 General Conditions 76 Section 6.2 SECTION 8.1. Conditions to Obligations of the Seller 77 Section 6.3 Conditions to Obligations Obligation of the Buyer 77 53 SECTION 8.2. Conditions to Obligation of GP and Newco 54 ARTICLE VII IX INDEMNIFICATION Section 7.1 Survival 79 Section 7.2 SECTION 9.1. Indemnification by the Seller 79 Section 7.3 GP 56 SECTION 9.2. Indemnification by the Buyer 80 Section 7.4 Newco 56 SECTION 9.3. Indemnification Procedures 80 Section 7.5 Remedies Not Affected by Investigation57 SECTION 9.4. Limitations Upon Indemnification; Survival of Representations 58 SECTION 9.5. Computation of Indemnifiable Losses 60 SECTION 9.6. Specific Performance 60 SECTION 9.7. Setoff; Security 61 ARTICLE X TERMINATION, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 AMENDMENT AND WAIVER SECTION 10.1. Termination 61 SECTION 10.2. Amendments and Waivers 62 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 Effect XI MISCELLANEOUS SECTION 11.1. Notices 62 SECTION 11.2. Severability 63 Table of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 ARTICLE IX GENERAL PROVISIONS Section 9.1 Fees and Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Contents Page SECTION 11.3. Counterparts 64 SECTION 11.4. Entire Agreement 91 Section 9.7 Agreement; No Third-Third Party Beneficiaries 91 Section 9.8 64 SECTION 11.5. Governing Law 91 Section 9.9 Submission 64 SECTION 11.6. Consent to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver 64 SECTION 11.7. Publicity 64 SECTION 11.8. Assignment 64 Table of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Contents EXHIBITS AND SCHEDULES Exhibits Exhibit A Assumption Form of Stockholders Agreement Exhibit B Xxxx Form of Sale Senior Credit Facility Exhibit C Retained IP License Agreement Form of Secured Liquidity Facility Exhibit D Accessories Supply Form of Transition Services Agreement Exhibit E Generator Supply Form of Human Resources Agreement Exhibit F Transition Form of PIK Notes Exhibit G Senior Credit Facility Commitment Letter Exhibit H Equity Commitment Letter Exhibit I Form of IT Support Services Agreement ASSET Exhibit J Form of Registration Agreement Exhibit K Form of Restated Charter Exhibit L Form of Insurance Agreement Exhibit M Security and Pledge Agreement Exhibit N Excluded Indebtedness Exhibit O Form of Lease Agreement Exhibit P Form of Restricted Stock Agreement Schedules Schedule 1.1A Knowledge Schedule 1.1B* Excluded Liabilities Schedule 2.3(a) Target Pre-Closing Capital Expenditures Schedule 2.3(c)* Working Capital Calculation Principles Schedule 3.2(x)* Indebtedness Paid at Closing Schedule 4.1 Organization and Good Standing Schedule 4.3* Consents Schedule 4.4 Noncontravention Schedule 4.5(a)* Capital Stock and Share Capital of Newco Schedule 4.5(b) Capital Stock and Share Capital of the Company Schedule 4.6 Subsidiaries Schedule 4.7 Financial Statements Schedule 4.8* Litigation Schedule 4.9 Compliance with Applicable Laws Schedule 4.10(a) Most Significant Customers Schedule 4.10(b) Most Significant Suppliers Schedule 4.10(c) Personal Property Leases Schedule 4.10(d)* Indebtedness Agreements Schedule 4.10(e)* Partnership, Joint Venture and Profit Sharing Agreements Schedule 4.10(f) Non-Competition Agreements Schedule 4.10(g) Collective Bargaining Agreements Schedule 4.10(h)* Employment Agreements Schedule 4.10(i) Defaults Under Material Agreements Schedule 4.10(j) Settlement and Consent Decrees Schedule 4.10(k) Customer and Third Party Distribution Contracts Schedule 4.10(l) Contracts in Excess of $200,000 Consideration Schedule 4.10(m)* Non-delivered Material Contracts Table of Contents Schedule 4.12(a)* Owned Real Property Schedule 4.12(b) Leased Real Property Schedule 4.13* Intellectual Property Schedule 4.14(a)* Environmental Permits and Laws Schedule 4.14(b)* Environmental Claims Schedule 4.14(c)* Environmental Storage Schedule 4.14(d)* Asbestos Liabilities Schedule 4.14(f)* Environmental Cleanup or Site Investigation Schedule 4.15 Taxes Schedule 4.16 Undisclosed Liabilities Schedule 4.17 Absence of Certain Changes Schedule 4.21 Affiliate Transactions Schedule 4.23 Employees Schedule 4.24* Employee Benefits Schedule 5.6 GP Brokers and Intermediaries Schedule 6.6 Buyer Brokers and Intermediaries Schedule 7.1 Reductions in Workforce Schedule 7.1(vii)* Affiliate Transactions Schedule 7.1(x) Liens Schedule 7.1(x)(v) Accounts Payable, Accounts Receivable and Cash Management Schedule 7.1(xii) Indebtedness Schedule 7.3(a)* Actions with respect to Leased Real Property Schedule 7.6* Intercompany Accounts Schedule 7.8(a) Sale-Leaseback Property Schedule 7.8(b) Retained Properties Schedule 7.9* GP Guarantees Schedule 7.17(a) GP Software Schedule 7.17(g)(i) Critical Software Schedule 7.17(g)(ii) Optional Software Schedule 8.1(b) Buyer Required Consents * Amended by this Agreement Table of Contents AMENDED AND RESTATED CONTRIBUTION AND STOCK PURCHASE AGREEMENT ASSET THIS AMENDED AND RESTATED CONTRIBUTION AND STOCK PURCHASE AGREEMENT, dated as of July 9, 2018 AGREEMENT (this “Agreement”), between Specialty Surgical Instrumentation is made and entered into as of this 27th day of November, 2002, by and among Georgia-Pacific Corporation, a Georgia corporation (“GP”), UWW Holdings, Inc., a Tennessee Delaware corporation (“Newco”) and J5M4T3B2P2CEYA, LLC, a Delaware limited liability company (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”).

Appears in 1 contract

Samples: Contribution and Stock Purchase Agreement (Georgia Pacific Corp)

Conditions to Closing. Section 6.1 General Conditions 76 Section 6.2 29 7.1 Conditions to the Closing Obligations of the Seller 77 Section 6.3 all Parties. 29 7.2 Conditions to the Closing Obligations of Purchasers. 30 7.3 Conditions to the Buyer 77 ARTICLE VII INDEMNIFICATION Section 7.1 Survival 79 Section 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section Closing Obligations of Seller. 31 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 VNBZ SPA. 31 ARTICLE VIII CLOSING 31 8.1 Time and Place. 31 8.2 Seller Closing Obligations. 32 8.3 Purchasers Closing Obligations. 32 8.4 Repayment of Intercompany Loan. 33 ARTICLE IX POST-Closing covenants 33 9.1 Non-Solicitation by Seller. 33 9.2 Access to Information. 33 9.3 Insurance Acknowledgment. 34 9.4 Veoneer Marks. 34 9.5 Antitrust Approvals. 35 ARTICLE X INDEMNIFICATION 35 10.1 Indemnification. 35 10.2 Seller Acknowledgment. 36 10.3 Notice of Claims. 36 10.4 Limitations on Indemnification. 36 10.5 Third Party Claims. 38 10.6 Offset of Losses. 38 10.7 Adjustments to Losses. 38 10.8 Mitigation. 39 10.9 No Double Recovery. 39 10.10 Sole and Exclusive Remedy. 40 10.11 Tax Treatment of Indemnity Payments. 40 10.12 Special Indemnification. 40 ARTICLE XI TERMINATION Section 8.1 Termination 83 Section 8.2 40 11.1 Termination. 40 11.2 Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees Termination. 41 ARTICLE XII MISCELLANEOUS 41 12.1 Defined Terms; Interpretation. 41 12.2 Several Liability of Purchasers. 42 12.3 Notices. 42 12.4 Expenses. 43 12.5 Further Assurances; Good Faith Consultation. 43 12.6 No Assignment. 44 12.7 Confidentiality. 44 12.8 Publication and Expenses 87 ARTICLE IX GENERAL PROVISIONS Section 9.1 Fees Announcements. 46 12.9 Waivers and Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 No Third-Party Beneficiaries 91 Section 9.8 Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Exhibit A Assumption Agreement Exhibit B Xxxx of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 (this “Agreement”), between Specialty Surgical Instrumentation Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”).Amendments. 46

Appears in 1 contract

Samples: VNBJ Share Purchase Agreement (Veoneer, Inc.)

Conditions to Closing. Section 6.1 General Conditions 76 Section 6.2 SECTION 7.01. Conditions to Obligations of the Seller 77 Section 6.3 65 SECTION 7.02. Conditions to Obligations of the Buyer 77 Purchaser 66 ARTICLE VII VIII INDEMNIFICATION Section 7.1 Survival 79 Section 7.2 SECTION 8.01. Claims Period 69 SECTION 8.02. Indemnification by the Seller 79 Section 7.3 70 SECTION 8.03. Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Purchaser 71 SECTION 8.04. Limits on Indemnification 71 SECTION 8.05. Notice of Loss; Third Party Claims 72 SECTION 8.06. Tax Matters 74 SECTION 8.07. Seller Subsequent Statement of Tax Liability 77 SECTION 8.08. Purchaser Subsequent Statement of Tax Liability 78 SECTION 8.09. Adjustment to Escrow Amount 78 SECTION 8.10. Exclusive Remedies Not Affected by Investigation79 ARTICLE IX TERMINATION, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Section 8.1 AMENDMENT AND WAIVER SECTION 9.01. Termination 83 Section 8.2 79 SECTION 9.02. Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 80 ARTICLE IX X GENERAL PROVISIONS Section 9.1 Fees and SECTION 10.01. Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 80 SECTION 10.02. Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 81 SECTION 10.03. Public Announcements 82 SECTION 10.04. Severability 82 SECTION 10.05. Entire Agreement 91 Section 9.7 82 SECTION 10.06. Assignment 82 SECTION 10.07. Amendment 82 SECTION 10.08. Waiver 82 SECTION 10.09. No Third-Third Party Beneficiaries 91 Section 9.8 83 SECTION 10.10. Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 83 SECTION 10.11. Waiver of Jury Trial 94 Section 9.15 83 SECTION 10.12. Currency 84 SECTION 10.13. Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Exhibit A Assumption Agreement Exhibit B Xxxx of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 (this “Agreement”), between Specialty Surgical Instrumentation Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”).84 iii Page SECTION 10.14. Specific Performance 84 SECTION 10.15. Tax Disclosure Authorization 84

Appears in 1 contract

Samples: Stock Purchase Agreement (Webmd Corp /New/)

Conditions to Closing. Section 6.1 General Conditions 76 Section 6.2 SECTION 7.01. Conditions to Obligations of the Seller 77 Section 6.3 Parent and NYSE Regulation 44 SECTION 7.02. Conditions to Obligations of the Buyer 77 NASD 45 ARTICLE VII VIII INDEMNIFICATION Section 7.1 SECTION 8.01. Survival 79 Section 7.2 46 SECTION 8.02. Indemnification by the Seller 79 Section 7.3 Parent and NYSE Regulation 47 SECTION 8.03. Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 NASD 47 SECTION 8.04. Limits on Indemnification 48 SECTION 8.05. Notice of Loss; Third Party Claims 49 SECTION 8.06. Exclusive Remedy 83 50 SECTION 8.07. Tax Treatment 51 ARTICLE VIII IX TERMINATION Section 8.1 SECTION 9.01. Termination 83 Section 8.2 51 SECTION 9.02. Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 52 ARTICLE IX X GENERAL PROVISIONS Section 9.1 Fees and SECTION 10.01. Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 52 SECTION 10.02. Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 52 SECTION 10.03. Severability 53 SECTION 10.04. Entire Agreement 91 Section 9.7 53 SECTION 10.05. Assignment 53 SECTION 10.06. Amendment 54 SECTION 10.07. Waiver 54 SECTION 10.08. No Third-Third Party Beneficiaries 91 Section 9.8 54 SECTION 10.09. Specific Performance 54 SECTION 10.10. Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 54 SECTION 10.11. Waiver of Jury Trial 94 Section 9.15 55 SECTION 10.12. Currency 55 SECTION 10.13. Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time 55 APPENDIXES Appendix A Form of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Amended Bylaws Appendix B Form of Amended Certificate of Incorporation EXHIBITS Exhibit A 1.01(a) Form of Allocation Plan Exhibit 1.01(b) Form of Assignment of Intellectual Property Exhibit 1.01(c) Form of Xxxx of Sale and Assumption Agreement Exhibit B 1.01(d) 00 Xxxx Xxxxxx Sublease Exhibit 1.01(e) Form of Sale Exhibit C Retained IP NASD Software License Agreement Exhibit D Accessories Supply 1.01(f) Form of NYSE Arca Regulatory Services Agreement Exhibit E Generator Supply 1.01(g) Form of NYSE Software License Agreement Exhibit F 1.01(h) Form of Regulatory Services Agreement Exhibit 1.01(i) Form of Security and Facilities Services Agreement Exhibit 1.01(j) Form of Transition Services Agreement Exhibit 1.01(k) 00 Xxxxx Xxxxxx Sublease Exhibit 3.19 Transferred Employees Schedule 2.01(a) Transferred Assets Schedule 2.01(b) Excluded Assets Schedule 2.02(a) Assumed Liabilities Schedule 2.02(b) Excluded Liabilities Disclosure Schedules ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 (this “Agreement”), between Specialty Surgical Instrumentation dated as of July 30, 2007, by and among NYSE Group, Inc. (“Parent” and, together with its subsidiaries, the “NYSE Companies”), a Delaware corporation, NYSE Regulation, Inc., a Tennessee New York not-for-profit corporation and an indirect wholly-owned subsidiary of Parent (the BuyerNYSE Regulation”), and Bovie Medical CorporationNational Association of Securities Dealers, Inc., a Delaware nonstock membership corporation (the SellerNASD”).

Appears in 1 contract

Samples: Asset Purchase Agreement (NYSE Euronext)

Conditions to Closing. Section 6.1 General 8.01. Conditions 76 to Each Party’s Obligation 57 Section 6.2 8.02. Conditions to Obligations of the Seller 77 57 Section 6.3 8.03. Conditions to Obligations of the Buyer 77 Purchaser 58 ARTICLE VII INDEMNIFICATION IX TERMINATION, AMENDMENT AND WAIVER Section 7.1 Survival 79 9.01. Termination 58 Section 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 9.02. Effect of Termination 85 59 Section 8.3 Buyer 9.03. Termination Fee 86 59 TABLE OF CONTENTS (continued) Page ARTICLE X INDEMNIFICATION Section 8.4 Additional Fees and Expenses 87 10.01. Indemnification; Remedies 60 Section 10.02. Notice of Claim; Defense 62 Section 10.03. No Duplication; Exclusive Remedy 63 Section 10.04. Limitation on Set-off 63 Section 10.05. Mitigation 63 ARTICLE IX XI GENERAL PROVISIONS Section 9.1 Fees and 11.01. Waiver 64 Section 11.02. Expenses 88 64 Section 9.2 Amendment and Modification 88 11.03. Notices 64 Section 9.3 Waiver 89 11.04. Headings 65 Section 9.4 Notices 89 11.05. Severability 65 Section 9.5 Interpretation 90 4 Section 9.6 11.06. Entire Agreement 91 65 Section 9.7 11.07. Assignment 65 Section 11.08. No Third-Party Beneficiaries 91 66 Section 9.8 11.09. Amendment 66 Section 11.10. Governing Law 91 Section 9.9 Law; Submission to Jurisdiction 91 Section 9.10 AssignmentJurisdiction; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 66 Section 9.15 11.11. Counterparts 94 66 Section 9.16 Facsimile or .pdf Signature 94 11.12. No Presumption 67 Section 9.17 11.13. Availability of Equitable Relief 67 Section 11.14. Time of Essence 94 67 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 11.15. Construction of Agreements 67 EXHIBITS: Exhibit A A: Form of ATLAS Sublicense Exhibit B: Form of Xxxx of Sale and Assignment and Assumption Agreement Exhibit B Xxxx C: Form of Sale Exhibit C Retained IP Intellectual Property License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F D: Form of Transition Services Agreement ASSET PURCHASE Exhibit E: Working Capital Calculation Principles Exhibit F: Certain Purchaser’s Individuals ACQUISITION AGREEMENT ASSET PURCHASE AGREEMENT, This ACQUISITION AGREEMENT is dated as of July 9August 24, 2018 2009 between VERISIGN, INC., a Delaware corporation, acting on its own behalf and on behalf of Additional VeriSign Sellers (this AgreementVeriSign” or “Seller”), between Specialty Surgical Instrumentation Inc.VERISIGN S.À.X.X., a Tennessee corporation Swiss société à responsabilité limitée, VERISIGN DO BRASIL SERVIÇOS PARA INTERNET LTDA, a limited liability company incorporated under the laws of Brazil, State of Sao Paulo, VERISIGN DIGITAL SERVICES TECHNOLOGY (CHINA) CO., LTD., a wholly foreign-owned enterprise established in the Dongcheng district and formed under the laws of the People’s Republic of China, VERISIGN SERVICES INDIA PRIVATE LIMITED., a company limited by shares incorporated under the Companies Xxx 0000 and existing under the laws of India (collectively, the “BuyerSeller Subsidiaries”), and Bovie Medical CorporationSYNIVERSE HOLDINGS, INC., a Delaware corporation (the SellerPurchaser”).

Appears in 1 contract

Samples: Acquisition Agreement (Verisign Inc/Ca)

Conditions to Closing. 60 Section 6.1 General Conditions 76 Section 6.2 8.01 Conditions to the Obligations of the Seller 77 Purchaser at the Initial Closing 60 Section 6.3 8.02 Conditions to the Obligations of the Buyer 77 Owner at the Initial Closing 62 Section 8.03 Conditions to the Obligations of the Purchaser at the Second Closing 62 ARTICLE VII IX TERMINATION 63 Section 9.01 Termination 63 Section 9.02 Procedure Upon Termination 64 Section 9.03 Effect of Termination 64 ARTICLE X INDEMNIFICATION 64 Section 7.1 10.01 Survival 79 64 Section 7.2 10.02 Indemnification by the Seller 79 Owner 64 Section 7.3 10.03 Indemnification by the Buyer 80 Purchaser 66 Section 7.4 Procedures 80 10.04 Limitations; Effect of Investigation 66 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 10.05 Third-Party Claims. 67 Section 7.6 R&W Insurance Policy 83 10.06 Direct Claims 68 Section 7.7 10.07 Payment 69 Section 10.08 Tax Treatment of Indemnification Payments 69 Section 10.09 Exclusive Remedy 83 69 ARTICLE VIII TERMINATION XI MISCELLANEOUS 70 Section 8.1 Termination 83 Section 8.2 Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 ARTICLE IX GENERAL PROVISIONS Section 9.1 Fees and Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 11.01 Entire Agreement 91 70 Section 9.7 11.02 Notices 70 Section 11.03 Amendment; Modification and Waiver 71 Section 11.04 Successors and Assigns 71 Section 11.05 No Third-Party Beneficiaries 91 72 Section 9.8 11.06 Governing Law 91 Law; Jurisdiction. 72 Section 9.9 Submission to Jurisdiction 91 11.07 Specific Performance 72 Section 9.10 Assignment; Successors 92 11.08 Regulatory Compliance and Severability 73 Section 9.11 Enforcement 93 11.09 No Curtailment Resulting From Federal Cannabis Laws 73 Section 9.12 Currency 94 11.10 Cancellation of Unrivaled Shares 73 Section 9.13 11.11 Counterparts 74 Section 11.12 Severability 94 74 Section 9.14 Waiver of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 11.13 Expenses 74 EXHIBITS Exhibit A Assumption Form of Brand Placement Agreement Exhibit B Xxxx Form of Sale Stockholder’s Rights Agreement Exhibit C Retained IP License Agreement Form of Note Exhibit D Accessories Supply Agreement Form of Secondary Purchase Agreement(s) Exhibit E Generator Supply Form of Security Agreement Exhibit F Transition Services Form of Supply Chain Agreement ASSET Exhibit G Form of Trademark License Exhibit H Form of Management Agreement Exhibit I Form of Amended and Restated Operating Agreement Exhibit J Form of Assignment and Assumption of Lease SCHEDULES Schedule I Purchaser Pre-Initial Closing Capital Expenditures Schedule II Third Party Consents and Required Regulatory Approvals Schedule III Purchaser Consents Schedule IV Assumed Intercompany Debt Schedule V Special Indemnities MEMBERSHIP INTEREST PURCHASE AGREEMENT ASSET This MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of July 9, 2018 AGREEMENT (this “Agreement”)) dated as of August 15, between Specialty Surgical Instrumentation 2021, is entered into by and among Unrivaled Brands, Inc., a Tennessee Nevada corporation (the BuyerPurchaser”), People’s California, LLC, a California limited liability company (“Owner”), and Bovie Medical CorporationPeople’s First Choice, LLC, a Delaware corporation California limited liability company (the “SellerCompany”).

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Unrivaled Brands, Inc.)

Conditions to Closing. Section 6.1 General 47 SECTION 6.01 [INTENTIONALLY OMITTED] 47 SECTION 6.02 Conditions 76 Section 6.2 Precedent to Each Credit Extension 47 SECTION 6.03 Conditions Precedent to Obligations Amendment Closing Date 48 ARTICLE VII REPRESENTATIONS AND WARRANTIES 50 SECTION 7.01 Due Organization, etc. 50 SECTION 7.02 Operation of the Seller 77 Section 6.3 Conditions to Projects 51 SECTION 7.03 Taxes 51 SECTION 7.04 Compliance with ERISA 52 SECTION 7.05 Compliance with Laws 52 SECTION 7.06 Insurance 52 SECTION 7.07 Business Activities 52 SECTION 7.08 Authorization and Enforceability of Financing Documents 52 SECTION 7.09 Non-contravention 53 SECTION 7.10 Governmental Approvals 53 SECTION 7.11 Legal and other Proceedings 53 SECTION 7.12 Solvency 53 SECTION 7.13 Security Documents 53 SECTION 7.14 Material Adverse Effect 54 SECTION 7.15 Financial Information 54 SECTION 7.16 Books and Records 54 SECTION 7.17 Foreign Corrupt Practices Act of 1977 54 NY1:#3495514 TABLE OF CONTENTS (continued) Page SECTION 7.18 Money Laundering Laws 54 SECTION 7.19 Office of Foreign Assets Control 54 SECTION 7.20 Capitalization 55 SECTION 7.21 Investment Company Act, PUHCA 55 SECTION 7.22 Margin Regulations 55 SECTION 7.23 Disclosure 55 SECTION 7.24 Project Level Indebtedness Documents 56 ARTICLE VIII REPORTING REQUIREMENTS 56 SECTION 8.01 Reporting Requirements 56 SECTION 8.02 Lender Reporting Requirement 58 ARTICLE IX AFFIRMATIVE COVENANTS 59 SECTION 9.01 Compliance with Obligations 59 SECTION 9.02 Maintenance of Property; Insurance 59 SECTION 9.03 Conduct of Business 59 SECTION 9.04 Compliance with Laws 59 SECTION 9.05 Use of Proceeds 60 SECTION 9.06 Inspection of Property, Books and Records 60 SECTION 9.07 Government Approvals 60 SECTION 9.08 Pari Passu Ranking 60 SECTION 9.09 Non-Controlled Project Entities 60 SECTION 9.10 Further Assurances 60 SECTION 9.11 Additional Collateral, Guarantors, etc. 61 SECTION 9.12 Financial Covenant 62 SECTION 9.13 High Risk Countries 62 ARTICLE X NEGATIVE COVENANTS 62 SECTION 10.01 Limitation on Indebtedness 62 SECTION 10.02 Liens 63 SECTION 10.03 Restricted Payments 63 SECTION 10.04 Consolidations and Mergers 64 SECTION 10.05 Transaction with Affiliates 64 SECTION 10.06 Investments in Other Persons 64 - - NY1:#3495514 TABLE OF CONTENTS (continued) Page SECTION 10.07 Modification of Contractual Obligations 65 SECTION 10.08 Fiscal Periods 65 SECTION 10.09 Margin Stock 65 SECTION 10.10 Nature of Business 65 SECTION 10.11 Sale of Pledged Shares 65 ARTICLE XI EVENTS OF DEFAULT 66 SECTION 11.01 Events of Default 66 SECTION 11.02 Action if Bankruptcy 68 SECTION 11.03 Action if Other Event of Default 68 ARTICLE XII THE ADMINISTRATIVE AGENT 68 SECTION 12.01 Appointment and Authority 68 SECTION 12.02 Rights as a Lender 69 SECTION 12.03 Duties of Agents; Exculpatory Provisions 70 SECTION 12.04 Reliance by the Administrative Agent 71 SECTION 12.05 Delegation of Duties 71 SECTION 12.06 Resignation of the Buyer 77 Administrative Agent 71 SECTION 12.07 Non-Reliance on the Administrative Agent or Other Lenders 72 SECTION 12.08 Posting of Approved Electronic Communications 73 SECTION 12.09 No Other Duties, etc. 74 ARTICLE VII INDEMNIFICATION Section 7.1 Survival 79 Section 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by InvestigationXIII MISCELLANEOUS PROVISIONS 74 SECTION 13.01 Waivers, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 Effect Amendments, etc. 74 SECTION 13.02 Notices; Time 75 SECTION 13.03 Payment of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees Costs and Expenses 87 ARTICLE IX GENERAL PROVISIONS Section 9.1 Fees and Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 76 SECTION 13.04 Indemnification 77 SECTION 13.05 Survival 78 SECTION 13.06 Severability 78 SECTION 13.07 Headings 78 SECTION 13.08 Execution in Counterparts, Effectiveness, etc. 78 SECTION 13.09 Governing Law; Entire Agreement 91 Section 9.7 No Third-Party Beneficiaries 91 Section 9.8 Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; 78 SECTION 13.10 Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Exhibit A Assumption Agreement Exhibit B Xxxx of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 and Assigns 78 - - NY1:#3495514 TABLE OF CONTENTS (this “Agreement”), between Specialty Surgical Instrumentation Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”).continued) Page

Appears in 1 contract

Samples: Credit Agreement (Brookfield Infrastructure Partners L.P.)

Conditions to Closing. Section 6.1 General 6.01. Conditions 76 to Each Party’s Obligations 82 Section 6.2 6.02. Conditions to Obligations of the Seller 77 Buyer Parties 82 Section 6.3 6.03. Conditions to Obligations of the Buyer 77 ARTICLE VII INDEMNIFICATION Section 7.1 Survival 79 Section 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy Parties 83 Section 7.7 Exclusive Remedy 6.04. Frustration of Closing Conditions 83 ARTICLE VIII TERMINATION Article VII Termination, Amendment and Waiver Section 8.1 7.01. Termination 83 84 Section 8.2 7.02. Effect of Termination 85 Article VIII Indemnification Section 8.3 Buyer Termination Fee 8.01. Survival 85 Section 8.02. Indemnification by Seller Parent 86 Section 8.4 Additional Fees and Expenses 8.03. Indemnification by Buyer Parent 87 ARTICLE IX GENERAL PROVISIONS Section 9.1 Fees and Expenses 88 8.04. Claims; Limitations on Liability 87 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 8.05. Defense of Third Party Claims 89 Section 9.4 Notices 89 8.06. Claims Not Involving Third Parties 90 Section 9.5 Interpretation 8.07. Exclusivity, No Duplicate Recovery 90 4 Section 9.6 Entire Agreement 8.08. Calculation of Damages 90 Section 8.09. Tax Treatment of Indemnity Payments 91 Section 9.7 No 8.10. Materiality 91 Section 8.11. Offset 91 Article IX General Provisions Section 9.01. Notices 91 Section 9.02. Certain Definitions 92 Section 9.03. Other Definition 112 Section 9.04. Interpretation 116 Section 9.05. Amendment 117 Section 9.06. Extension; Waiver 117 Section 9.07. Severability 118 Section 9.08. Counterparts 118 Section 9.09. Entire Agreement; Third-Party Beneficiaries 91 118 Section 9.8 9.10. Governing Law 91 119 Section 9.9 Submission to 9.11. Assignment 119 Section 9.12. Enforcement; Jurisdiction 91 119 Section 9.10 Assignment; Successors 92 9.13. No Other Duties 120 Section 9.11 Enforcement 93 9.14. Fees and Expenses 120 Section 9.12 Currency 94 9.15. Seller Legal Representation 120 Section 9.13 Severability 94 9.16. Conflicts of Interest 122 Section 9.14 Waiver 9.17. Non-Recourse 122 ANNEXES Annex A Transferred Assets Annex B Excluded Assets Annex C Assumed Liabilities Annex D Business Retained Liabilities EXHIBITS Exhibit I Form of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Exhibit A Assumption Transition Services Agreement Exhibit B Xxxx II Form of Sale Exhibit C Retained IP License Reverse Transition Services Agreement Exhibit D Accessories III Form of Distribution Agreement Exhibit IV Form of Intellectual Property Assignment Agreement Exhibit V Form of Manufacturing and Supply Agreement Exhibit E Generator VI Form of Reverse Manufacturing and Supply Agreement Exhibit F Transition Services VII Form of Resignation Letter Exhibit VIII Form of Buyer Indemnification Letter Exhibit IX Form of Shareholder Resolution Exhibit X Form of Contingent Additional Amount Agreement ASSET PURCHASE THIS TRANSACTION AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 (this “Agreement”) is entered into on January 29, 2024 (the “Signing Date”), between Specialty Surgical Instrumentation Inc.by and among (a) Xxxxxx Consumer Health SAS, a Tennessee French corporation (“Buyer Parent” or the “French Equity Buying Entity”), (b) Xxxxxx Consumer Health IT S.r.l., an Italian corporation (the “BuyerItalian Equity Buying Entity” and, together with the French Equity Buying Entity, each, an “Equity Buying Entity” and, collectively, the “Equity Buying Entities” and, together with Buyer Parent, each, a “Buyer Party” and, collectively, the “Buyer Parties”), and Bovie Medical Corporation(c) Viatris Inc., a Delaware corporation (“Seller Parent”), (d) Viatris Italia S.r.l., an Italian corporation (the “SellerItalian Equity Selling Entity”), and (e) Ipex AB, a Swedish corporation (the “Swedish Equity Selling Entity” and, together with the Italian Equity Selling Entity, each, an “Equity Selling Entity” and, collectively, the “Equity Selling Entities” and, together with Seller Parent, each, a “Seller Party” and, collectively, the “Seller Parties”). The Buyer Parties and the Seller Parties may each be referred to herein as a “Party” and collectively as the “Parties”.

Appears in 1 contract

Samples: Transaction Agreement (Viatris Inc)

Conditions to Closing. Section 6.1 General Conditions 76 Section 6.2 7.01 Conditions to Obligations of the Seller 77 GE, NBCH and HoldCo 28 Section 6.3 7.02 Conditions to Obligations of the Buyer 77 Comcast and NBCUniversal 29 ARTICLE VII INDEMNIFICATION 8 TERMINATION, AMENDMENT AND WAIVER Section 7.1 Survival 79 8.01 Termination 31 Section 7.2 Indemnification by the Seller 79 8.02 Notice of Termination 31 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 8.03 Effect of Termination 85 31 Section 8.3 Buyer Termination Fee 86 8.04 Extension; Waiver 32 TABLE OF CONTENTS (continued) Page ARTICLE 9 INDEMNIFICATION Section 8.4 9.01 Indemnification by GE 32 Section 9.02 Indemnification by Comcast 33 Section 9.03 Indemnification by NBCUniversal 34 Section 9.04 Notification of Claims 34 Section 9.05 Exclusive Remedies 35 Section 9.06 Additional Fees and Expenses 87 Indemnification Provisions 36 Section 9.07 Certain Losses 36 Section 9.08 Mitigation 36 Section 9.09 Third Party Remedies 37 Section 9.10 Limitation on Liability 37 ARTICLE IX 10 GENERAL PROVISIONS Section 9.1 Fees and 10.01 Survival 38 Section 10.02 Expenses 88 38 Section 9.2 Amendment and Modification 88 10.03 Notices 38 Section 9.3 Waiver 89 10.04 Severability 40 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 10.05 Entire Agreement 91 40 Section 9.7 10.06 Assignment 41 Section 10.07 No Third-Party Beneficiaries 91 41 Section 9.8 10.08 Amendment 41 Section 10.09 Dispute Resolution 41 Section 10.10 Governing Law 91 Section 9.9 Law; Submission to Jurisdiction 91 Jurisdiction; Waivers 42 Section 9.10 Assignment; Successors 92 10.11 Specific Performance 43 Section 9.11 Enforcement 93 10.12 Rules of Construction 43 Section 9.12 Currency 94 10.13 Counterparts 44 Section 9.13 Severability 94 Section 9.14 10.14 Waiver of Jury Trial 94 44 Section 9.15 Counterparts 94 10.15 Non-Recourse 44 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time 10.16 Public Announcements 44 TABLE OF CONTENTS ANNEXES Annex I Definitions SCHEDULES Schedule 2.03 Requisite Approvals/Filings Schedule 3.04 HoldCo’s Equity Interests Schedule 3.08 No Liabilities Schedule 5.12 Preferred Pricing EXHIBITS Exhibit A-1 Form of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 NBCUniversal Common Unit Redemption Agreement Exhibit A A-2 Form of NBCUniversal Common Unit Purchase Agreement Exhibit B Form of TMA Assignment and Assumption Agreement Exhibit B Xxxx C Form of Sale NBCUniversal LLC Agreement Amendment Exhibit C Retained IP License D Form of Indenture Exhibit E-1 Form of Three-Year HoldCo Note Exhibit E-2 Form of Five-Year Floating Rate HoldCo Note Exhibit E-3 Form of Five-Year Fixed Rate HoldCo Note Exhibit E-4 Form of Six-Year HoldCo Note Exhibit F Form of Certificate of Incorporation Exhibit G Form of Certificate of Designations Exhibit H Form of Bylaws Exhibit I Form of Exchange Agreement Exhibit D Accessories Supply J Form of HoldCo Share Purchase Agreement Exhibit E Generator Supply K Form of Second Amended and Restated NBCUniversal LLC Agreement Exhibit F Transition Services L TMA Amendment Agreement ASSET PURCHASE Exhibit M Form of NBCH Assignment and Assumption Agreement Exhibit N Amended and Restated Schedule A to the GE TSA Exhibit O Form of Comcast Indemnity TRANSACTION AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 This TRANSACTION AGREEMENT (this “Agreement”), between Specialty Surgical Instrumentation Inc.dated as of February 12, 2013, is made by and among GENERAL ELECTRIC COMPANY, a Tennessee New York corporation (the BuyerGE”), and Bovie Medical CorporationCOMCAST CORPORATION, a Pennsylvania corporation (“Comcast”), NBCUNIVERSAL, LLC, a Delaware limited liability company (“NBCUniversal”), NBCUNIVERSAL MEDIA, LLC, a Delaware limited liability company (“NBCUniversal Media”), NATIONAL BROADCASTING COMPANY HOLDING, INC., a Delaware corporation (the SellerNBCH”), and NAVY HOLDINGS, INC., a Delaware corporation (“HoldCo”). Terms used but not otherwise defined herein shall have the meanings set forth in Annex I.

Appears in 1 contract

Samples: Transaction Agreement (Comcast Corp)

Conditions to Closing. Section 6.1 General 7.1General Conditions 76 57 Section 6.2 Conditions 7.2Conditions to Obligations of the Seller 77 Parties 58 Section 6.3 Conditions 7.3Conditions to Obligations of the Buyer 77 ARTICLE VII Parties 58 Section 7.4Frustration of Closing Conditions 59 Article VIII INDEMNIFICATION Section 7.1 Survival 79 8.1Survival of Representations, Warranties and Covenants 59 Section 7.2 Indemnification 8.2Indemnification by the Seller 79 60 Section 7.3 Indemnification 8.3Indemnification by the Buyer 80 60 Section 7.4 Procedures 80 8.4Procedures 60 8.5 Limits on Indemnification 62 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 8.6Exclusive Remedy 64 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII 8.7Treatment of Indemnity Payments 64 Article IX TERMINATION Section 8.1 Termination 83 9.1Termination 64 Section 8.2 Effect 9.2Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 ARTICLE IX 65 Article X GENERAL PROVISIONS Section 9.1 Fees 10.1Fees and Expenses 88 65 Section 9.2 Amendment 10.2Amendment and Modification 88 65 Section 9.3 Waiver 89 10.3Waiver; Extension 65 Section 9.4 Notices 89 10.4Notices 66 Section 9.5 Interpretation 90 4 10.5Interpretation 67 Section 9.6 Entire 10.6Entire Agreement 91 67 Section 9.7 No Third-Party Beneficiaries 91 10.7Parties in Interest 68 Section 9.8 Governing 10.8Governing Law 91 68 Section 9.9 Submission 10.9Submission to Jurisdiction 91 68 Section 9.10 Assignment10.10Disclosure Generally 69 Section 10.11Personal Liability 69 Section 10.12Assignment; Successors 92 69 Section 9.11 Enforcement 93 10.13Enforcement 69 Section 9.12 Currency 94 10.14Currency 69 Section 9.13 Severability 94 10.15Severability 70 Section 9.14 Waiver 10.16Waiver of Jury Trial 94 70 ion 10.17 Counterparts 70 Section 9.15 Counterparts 94 Section 9.16 Facsimile 10.18Facsimile or .pdf Signature 94 70 Section 9.17 Time 10.19Time of Essence 94 Section 9.18 70 10.20 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Exhibit A Assumption Agreement Exhibit B Xxxx of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement 70 ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9May 29, 2018 2019 (this “Agreement”), between Specialty Surgical Instrumentation Marvell Technology Group Ltd., a Bermuda exempted company (the “Seller”), and NXP USA, Inc., a Tennessee Delaware corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Marvell Technology Group LTD)

Conditions to Closing. Section 6.1 General Conditions 76 Section 6.2 9.01. Conditions to Obligations of the Seller 77 Buyer, Merger Sub and the Company 84 Section 6.3 9.02. Conditions to Obligations of the Buyer 77 and Merger Sub 85 Section 9.03. Conditions to Obligations of the Company 86 Section 9.04. Frustration of Conditions 86 ARTICLE VII INDEMNIFICATION Section 7.1 Survival 79 Section 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII 10 TERMINATION Section 8.1 10.01. Grounds for Termination 83 87 Section 8.2 10.02. Effect of Termination 85 88 ARTICLE 11 SELLER REPRESENTATIVE Section 8.3 11.01. Authorization of Seller Representative 88 ARTICLE 12 SURVIVAL AND INDEMNIFICATION Section 12.01. Survival 90 Section 12.02. Indemnification of the Buyer Termination Fee 86 Indemnified Persons 90 Section 8.4 Additional Fees 12.03. Indemnification of the Seller Indemnified Persons 92 Section 12.04. Third-Party Claim Procedures 93 Section 12.05. Direct Claim Procedures 94 Section 12.06. Escrow Procedures 94 Section 12.07. Calculation of Damages 94 Section 12.08. Materiality 95 Section 12.09. Exclusive Remedy 96 Section 12.10. Purchase Price Adjustment 96 ARTICLE 13 MISCELLANEOUS Section 13.01. Notices 96 Section 13.02. Amendments and Waivers 98 Section 13.03. Expenses 87 ARTICLE IX GENERAL PROVISIONS 98 Section 9.1 Fees 13.04. Successors and Expenses 88 Assigns 98 Section 9.2 Amendment and Modification 88 13.05. Governing Law 98 Section 9.3 Waiver 89 13.06. Arbitration 99 Section 9.4 Notices 89 13.07. Jurisdiction 100 Section 9.5 Interpretation 90 4 13.08. WAIVER OF JURY TRIAL 100 Section 9.6 Entire Agreement 91 Section 9.7 No 13.09. Counterparts; Effectiveness; Third-Party Beneficiaries 91 100 Section 9.8 Governing Law 91 13.10. Entire Agreement 101 Section 9.9 Submission to Jurisdiction 91 13.11. Severability 101 Section 9.10 Assignment; Successors 92 13.12. Company Disclosure Schedule 101 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 13.13. Waiver of Jury Trial 94 Conflicts; Attorney-Client Privilege 102 Section 9.15 Counterparts 94 13.14. Specific Performance 103 Section 9.16 Facsimile or .pdf Signature 94 13.15. Release of Claims 103 Section 9.17 Time 13.16. No Recourse 104 Section 13.17. Debt Financing Sources 105 Schedules Schedule A Illustrative Closing Working Capital Calculation Schedule B Form of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Exhibit A Assumption Escrow Agreement Exhibit B Xxxx Schedule C Proceeds Allocation Methodology Schedule D Form of Sale Exhibit C Retained IP License Letter of Transmittal Schedule E Form of Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit and Plan of Reorganization Schedule F Transition Services Agreement ASSET PURCHASE Illustrative Other Specified Closing Liabilities Statement AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (this “Agreement”)) dated as of December 16, between Specialty Surgical Instrumentation 2016 among Virtus Investment Partners, Inc., a Tennessee Delaware corporation (the “Buyer”), and Bovie Medical Corporation000 Xxxxx Xxxxxx 2, LLC, a Delaware corporation limited liability company and wholly owned Subsidiary of the Buyer (“Merger Sub”), Lightyear Fund III AIV-2, L.P., a Delaware limited partnership (“Seller Representative”), solely in its capacity as the Seller Representative hereunder, and RidgeWorth Holdings LLC, a Delaware limited liability company (the “SellerCompany”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Virtus Investment Partners, Inc.)

Conditions to Closing. 64 Section 6.1 General 7.1 Conditions 76 to Each Party’s Obligation to Effect the Closing 64 Section 6.2 7.2 Conditions to Obligations of Purchaser to Effect the Closing 65 Section 7.3 Conditions to Obligations of the Seller 77 Section 6.3 Conditions Selling Parties to Obligations of Effect the Buyer 77 ARTICLE VII INDEMNIFICATION Section 7.1 Survival 79 Section 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 Closing 66 ARTICLE VIII TERMINATION 66 Section 8.1 Termination 83 66 Section 8.2 Effect of Termination 85 67 ARTICLE IX TAX MATTERS 67 Section 8.3 Buyer Termination Fee 86 9.1 Tax Sharing Agreements with the Target Entities 67 Section 8.4 Additional 9.2 Tax Returns and Taxes of the Target Entities 67 Section 9.3 Tax Claims 68 Section 9.4 Transfer Taxes 69 Section 9.5 Cooperation 69 Section 9.6 Refunds 70 Section 9.7 338 Elections 70 Section 9.8 Non-Resident Capital Gain Taxes 70 ARTICLE X SURVIVAL AND INDEMNIFICATION 71 Section 10.1 Survival 71 Section 10.2 Indemnification by the Selling Parties 71 Section 10.3 Indemnification by Purchaser 71 Section 10.4 Method of Asserting Claims 72 Section 10.5 Monetary Limitations on Indemnification 74 Section 10.6 Conduct of Environmental Remedial Action 75 Section 10.7 Exclusive Remedies 77 Section 10.8 Time Limits on Claims 77 Section 10.9 Insurance Proceeds 78 Section 10.10 Tax Treatment of Indemnification Payments 78 ARTICLE XI MISCELLANEOUS 78 Section 11.1 Fees and Expenses 87 ARTICLE IX GENERAL PROVISIONS 78 Section 9.1 Fees 11.2 Specific Performance 79 Section 11.3 Further Assurances 79 Section 11.4 Amendments 79 Section 11.5 Notices 79 Section 11.6 Counterparts 80 Section 11.7 Entire Agreement; Successors and Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 Assigns; No Third-Third Party Beneficiaries 91 80 Section 9.8 11.8 Severability 80 Section 11.9 Governing Law 91 81 Section 9.9 Submission to Jurisdiction 91 11.10 Venue 81 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 11.11 Waiver of Jury Trial 94 81 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 11.12 Time of Essence 94 81 Section 9.18 No Presumption Against Drafting Party 94 11.13 Extension; Waiver 81 Section 9.19 Investigation by the Buyer 95 Exhibit A Assumption Agreement Exhibit B Xxxx 11.14 Assignability 81 Section 11.15 Captions 82 Section 11.16 Exhibits and Schedules 82 INDEX TO SCHEDULES Descriptions Schedule Numbers Rexam Closures 1 Purchase Price Allocation 2.2(a) Calculation of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENTClosing Cash Amount, dated Closing Indebtedness and Working Capital as of July 9, 2018 (this “Agreement”), between Specialty Surgical Instrumentation Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”).Closing 2.3(a) Required Selling Parties’ Consents 3.2(b) Required Purchaser’s Consents 3.3(b) Retained Business Employee 2

Appears in 1 contract

Samples: Equity Purchase Agreement (Berry Plastics Corp)

Conditions to Closing. Section 6.1 General Conditions 76 Section 6.2 SECTION 7.01. Conditions to Obligations of the Seller 77 Section 6.3 and Parent 64 SECTION 7.02. Conditions to Obligations of the Buyer 77 Purchaser 64 ARTICLE VII VIII INDEMNIFICATION Section 7.1 SECTION 8.01. Survival 79 Section 7.2 of Representations and Warranties 66 SECTION 8.02. Indemnification by the Seller 79 Section 7.3 and Parent 67 SECTION 8.03. Indemnification by the Buyer 80 Section 7.4 Purchaser 69 SECTION 8.04. Limits on Indemnification 69 SECTION 8.05. Notice of Loss; Third Party Claims 70 SECTION 8.06. Tax Treatment 71 SECTION 8.07. Limitations and Procedures 80 Section 7.5 Remedies Not Affected Applicable to Indemnification for Historical Environmental Liabilities 71 SECTION 8.08. Procedures for Allocation of Responsibility for Straddle Environmental Liabilities 73 SECTION 8.09. Procedures Applicable to Indemnification by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 the Purchaser for Reserved Pre-Closing Environmental Liabilities and Post-Closing Environmental Liabilities 76 ARTICLE VIII IX TERMINATION Section 8.1 SECTION 9.01. Termination 83 Section 8.2 77 SECTION 9.02. Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 77 ARTICLE IX X GENERAL PROVISIONS Section 9.1 Fees and SECTION 10.01. Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 77 SECTION 10.02. Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 78 SECTION 10.03. Public Announcements 78 SECTION 10.04. Severability 79 SECTION 10.05. Entire Agreement 91 Section 9.7 79 SECTION 10.06. Assignment 79 SECTION 10.07. Amendment 79 SECTION 10.08. Waiver 79 SECTION 10.09. Joint and Several Liability 80 SECTION 10.10. No Third-Third Party Beneficiaries 91 Section 9.8 80 SECTION 10.11. Specific Performance 80 SECTION 10.12. Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 80 SECTION 10.13. Waiver of Jury Trial 94 Section 9.15 80 SECTION 10.14. Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Exhibit A Assumption Agreement Exhibit B Xxxx of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 (this “Agreement”), between Specialty Surgical Instrumentation Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”).81 EXHIBITS

Appears in 1 contract

Samples: Asset Purchase Agreement (NewPage CORP)

Conditions to Closing. 66 Section 6.1 General Conditions 76 Section 6.2 8.1 Conditions to the Company’s Obligations 66 Section 8.2 Conditions to Parent’s and Merger Sub’s Obligations 66 Section 8.3 Joint Conditions to the Parties’ Obligations 67 TABLE OF CONTENTS (continued) Page ARTICLE IX NO SURVIVAL 67 Section 9.1 No Survival 67 ARTICLE X INDEMNIFICATION 68 Section 10.1 Indemnification by Sellers 68 Section 10.2 Certain Limitations 69 Section 10.3 Indemnification Claim Procedure (Generally) 70 Section 10.4 Indemnification Claim Procedures (Match Litigation) 72 Section 10.5 Treatment of Indemnification Payments 73 Section 10.6 Match Indemnification Holdback Amount Release 73 ARTICLE XI TERMINATION 74 Section 11.1 Right to Terminate 74 Section 11.2 Remedies Upon Termination 75 Section 11.3 Termination Fee 76 ARTICLE XII SELLER REPRESENTATIVE 77 Section 12.1 Appointment of the Seller Representative 77 Section 6.3 Conditions to Obligations 12.2 Authority of the Buyer 77 ARTICLE VII INDEMNIFICATION Seller Representative 78 Section 7.1 Survival 12.3 Reliance 79 Section 7.2 12.4 Actions by Sellers 79 Section 12.5 Indemnification by of the Seller 79 Section 7.3 Indemnification by the Buyer Representative 80 Section 7.4 Procedures 12.6 Certain Warranties 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 12.7 Seller Representative’s Authority 80 ARTICLE XIII MISCELLANEOUS 81 Section 13.1 Expenses 81 Section 13.2 Publicity 81 Section 13.3 Notices 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 Effect of Termination 13.4 Entire Agreement; Schedules 85 Section 8.3 Buyer Termination Fee 13.5 Non-Waiver 85 Section 13.6 Counterparts 85 Section 13.7 Delivery by Electronic Transmission 85 Section 13.8 Severability 85 Section 13.9 Applicable Law 86 Section 8.4 Additional Fees and Expenses 13.10 Binding Effect; Benefit 86 Section 13.11 Assignment 86 Section 13.12 Third Party Rights 87 ARTICLE IX GENERAL PROVISIONS Section 9.1 Fees and Expenses 13.13 Amendments 87 Section 13.14 Waiver of Trial by Jury 87 Section 13.15 Consent to Jurisdiction 87 Section 13.16 Specific Performance 88 Section 9.2 Amendment and Modification 88 Section 9.3 13.17 Waiver of Conflicts Regarding Representation; Non-Assertion of Attorney-Client Privilege 89 Section 9.4 Notices 89 13.18 Governmental Reporting 90 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 13.19 Headings 91 Section 9.7 No Third13.20 Non-Party Beneficiaries recourse 91 Section 9.8 Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 TABLE OF SCHEDULES AND EXHIBITS Annex A Defined Terms Annex B Restrictive Covenant Agreements Annex C Quack Acquisition Agreement Annex D Quack IP License Annex E Rimberg Promissory Note Annex F Pre-Closing Restructuring Annex G Accounting Principles Exhibit A Assumption Form of Escrow Agreement Exhibit B Xxxx Form of Sale Written Consent for Shareholder Approval Exhibit C Retained IP License Form of Bermuda Merger Agreement Exhibit D Accessories Supply Agreement Form of Letter of Transmittal Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE Form of Quack Promissory Note AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of November 8, 2019 by and among Buzz Holdings L.P., a Delaware limited partnership (“Parent”), between Specialty Surgical Instrumentation Inc.Buzz Merger Sub Ltd., a Tennessee corporation an exempted limited company incorporated under the Laws of Bermuda and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), Worldwide Vision Limited, an exempted limited company incorporated under the Laws of Bermuda (the “BuyerCompany”), and Bovie Medical CorporationBuzz SR Limited, a Delaware corporation an English private limited company, solely in its capacity as the representative of the Sellers (the “SellerSeller Representative”). Each of Parent, Merger Sub and the Company, and, solely in its capacity as and solely to the extent applicable, the Seller Representative, shall be referred herein from time to time as a “Party” and collectively as the “Parties.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bumble Inc.)

Conditions to Closing. 64 Section 6.1 General Conditions 76 Section 6.2 7.1 Conditions to Obligations of the Seller 77 All Parties 64 Section 6.3 7.2 Conditions to Obligations of the Buyer 77 ARTICLE VII INDEMNIFICATION Section 7.1 Survival 79 Section 7.2 Indemnification by the Seller 79 65 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Conditions to Obligations of Sellers 65 Article VIII. INDEMNIFICATION 66 Section 8.1 Termination 83 Survival 66 Section 8.2 Indemnification By Indemnifying Members 67 Section 8.3 Indemnification By Sellers 67 Section 8.4 Indemnification By Buyer 68 Section 8.5 Certain Limitations 68 Section 8.6 Indemnification Procedures 69 Section 8.7 Tax Treatment of Indemnification Payments 71 Section 8.8 Exclusive Remedies 71 Section 8.9 Limitations 72 Article IX. TERMINATION 72 Section 9.1 Termination 72 Section 9.2 Effect of Termination 85 73 Article X. MISCELLANEOUS 74 Section 8.3 Buyer Termination Fee 86 10.1 Expenses 74 Section 8.4 Additional Fees and Expenses 87 ARTICLE IX GENERAL PROVISIONS 10.2 Notices 74 Section 9.1 Fees and Expenses 88 10.3 Interpretation 75 Section 9.2 Amendment and Modification 88 10.4 Headings 76 Section 9.3 Waiver 89 10.5 Severability 76 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 10.6 Entire Agreement 91 76 Section 9.7 10.7 Successors and Assigns 76 Section 10.8 No Third-Party party Beneficiaries 91 76 Section 9.8 10.9 Amendment and Modification; Waiver 76 Section 10.10 Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 AssignmentLaw; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Jurisdiction; Waiver of Jury Trial 94 77 Section 9.15 10.11 Specific Performance 78 Section 10.12 Attorney-Client Privilege; Waiver of Conflicts 78 Section 10.13 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 78 LIST OF EXHIBITS Exhibit A Assumption Form of Escrow Agreement Exhibit B Xxxx Form of Sale Membership Interest Assignment Agreement Exhibit C Retained IP License Form of Amended and Restated Lease Agreement Exhibit D Accessories Supply Form of Closing Employment Agreement Exhibit E Generator Supply Agreement Form of Non-Compete Agreements Exhibit F Transition Services Form of Consulting Agreement ASSET MEMBERSHIP INTEREST PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 This Membership Interest Purchase Agreement (this “Agreement”), between Specialty Surgical Instrumentation Inc.dated as of September 10, 2018 is entered into by and among MCBC HOLDINGS, INC., a Tennessee Delaware corporation (the “Buyer”), and Bovie Medical Corporationall of the members (“Sellers”) of CREST MARINE, LLC, a Delaware corporation Michigan limited liability company (the “SellerCompany”), and XXXXXXX XXXXXX, as representative for Sellers (“Member Representative”).

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (McBc Holdings, Inc.)

Conditions to Closing. Section 55 6.1 General Conditions 76 Section 6.2 Conditions to the Obligations of the Seller 77 Section 6.3 Company, Parent and Merger Sub 55 6.2 Other Conditions to the Obligations of Parent and Merger Sub 55 6.3 Other Conditions to the Obligations of the Buyer 77 Company 56 6.4 Frustration of Closing Conditions 57 ARTICLE VII INDEMNIFICATION Section TERMINATION 57 7.1 Survival 79 Section Termination 57 ii 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 Effect of Termination 85 Section 58 ARTICLE VIII TAX MATTERS 59 8.1 Cooperation 59 8.2 Allocation of Taxes 59 8.3 Buyer Termination Fee 86 Section 338 and 336 Elections 59 8.4 Additional Fees and Expenses 87 Transfer Taxes 60 ARTICLE IX GENERAL PROVISIONS Section MISCELLANEOUS 60 9.1 Fees and No Survival; Certain Waivers 60 9.2 Expenses 88 Section 9.2 Amendment and Modification 88 Section 61 9.3 Waiver 89 Section Governing Law 61 9.4 Notices 89 Section Submission to Jurisdiction; Waivers 61 9.5 Interpretation 90 4 Section Further Assurances 62 9.6 Entire Agreement 91 Section 62 9.7 Amendments and Waivers 62 9.8 Notices 63 9.9 Severability 64 9.10 Specific Performance 65 9.11 No Third-Party Beneficiaries 91 Section 9.8 Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 AssignmentBeneficiaries; Successors 92 Section 9.11 Enforcement 93 Section No Recourse Against Affiliates 65 9.12 Currency 94 Section Assignment 65 9.13 Severability 94 Section Authorization of Representative 66 9.14 Counterparts 68 9.15 Attorney Conflict Waiver of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 68 ARTICLE X DEFINITIONS AND INTERPRETATIONS 69 10.1 Certain Definitions 69 10.2 Certain Interpretive Matters 82 Exhibits Exhibit A Assumption Agreement Surviving Company Certificate of Incorporation Exhibit B Xxxx of Sale Sample Working Capital and Agreed Principles Exhibit C Retained IP License Agreement Form of Letter of Transmittal Exhibit D Accessories Supply Agreement Form of R&W Insurance Policy Exhibit E Generator Supply Form of Escrow Agreement Exhibit F Transition Services Pro Rata Share Exhibit G Form of Non-Solicitation Agreement ASSET PURCHASE Exhibit H Form of Non-Competition Agreement Exhibit I Form of Stockholder Support Agreement Exhibit J Form of Option Cancellation Agreement AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”)) is entered into as of February 7, between Specialty Surgical Instrumentation 2019, by and among (i) FLIR Detection, Inc., a Tennessee Delaware corporation (the BuyerParent”), (ii) Echo Robotic Merger Sub, Inc., a Delaware corporation and Bovie Medical Corporationa wholly-owned subsidiary of Parent (“Merger Sub”), (iii) Endeavor Robotic Holdings, Inc., a Delaware corporation (the “SellerCompany”), (iv) Arlington Capital Partners III, L.P., a Delaware limited partnership, solely in its capacity as representative for the Sellers (the “Representative”) and (v) solely for purposes of Section 5.14, FLIR Systems, Inc., an Oregon corporation (“Guarantor”). Parent, Merger Sub, the Company and, as applicable, the Representative are sometimes referred to in this Agreement as a “Party” and collectively as the “Parties.” Capitalized terms that are used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in ARTICLE X.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Flir Systems Inc)

Conditions to Closing. 40 Section 6.1 General Conditions 76 Section 6.2 8.1 Conditions to Obligations of the Seller 77 and the Company 40 Section 6.3 8.2 Conditions to Obligations of the Buyer 77 40 ARTICLE VII IX INDEMNIFICATION 41 Section 7.1 9.1 Survival 79 of Representations, Warranties and Covenants 41 TABLE OF CONTENTS (continued) Page Section 7.2 9.2 Indemnification by the Seller 79 and Parent 41 Section 7.3 9.3 Indemnification by the Buyer 80 42 Section 7.4 9.4 Procedures 80 43 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 9.5 Limits on Indemnification 45 Section 7.6 R&W Insurance Policy 83 9.6 Assignment of Claims 48 Section 7.7 Exclusive Remedy 83 9.7 Exclusivity 48 ARTICLE VIII X TERMINATION 49 Section 8.1 10.1 Termination 83 49 Section 8.2 10.2 Effect of Termination 85 49 Section 8.3 10.3 Buyer Termination Fee 86 50 ARTICLE XI GENERAL PROVISIONS 50 Section 8.4 Additional 11.1 Fees and Expenses 87 ARTICLE IX GENERAL PROVISIONS 50 Section 9.1 Fees and Expenses 88 Section 9.2 11.2 Amendment and Modification 88 50 Section 9.3 11.3 Waiver 89 51 Section 9.4 11.4 Notices 89 51 Section 9.5 11.5 Interpretation 90 4 52 Section 9.6 11.6 Entire Agreement 91 52 Section 9.7 No Third-Party Beneficiaries 91 11.7 Parties in Interest 52 Section 9.8 11.8 Governing Law 91 53 Section 9.9 11.9 Submission to Jurisdiction 91 53 Section 9.10 11.10 Disclosure Generally 53 Section 11.11 Personal Liability 53 Section 11.12 Assignment; Successors 92 54 Section 9.11 11.13 Enforcement 93 54 Section 9.12 11.14 Currency 94 54 Section 9.13 11.15 Severability 94 54 Section 9.14 11.16 Waiver of Jury Trial 94 54 Section 9.15 11.17 Counterparts 94 55 Section 9.16 11.18 Facsimile or .pdf Signature 94 55 Section 9.17 11.19 Time of Essence 94 55 Section 9.18 11.20 Legal Representation 55 Section 11.21 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Exhibit A Assumption Agreement Exhibit B Xxxx of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET 57 STOCK PURCHASE AGREEMENT ASSET STOCK PURCHASE AGREEMENT, dated as of July 9January 22, 2018 2016 (this “Agreement”), between Specialty Surgical Instrumentation by and among Xxxxxxxx XxXxxxx Technologies, Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”), Xxxxxxxx Incorporated, a Delaware corporation (the “Parent”), XxXxxxx Electronics, Inc., a Missouri corporation (the “Company”), and Intervala, LLC, a Delaware limited liability company (the “Buyer”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Ducommun Inc /De/)

Conditions to Closing. 52 Section 6.1 General 7.1 Conditions 76 Section 6.2 Conditions Precedent to Obligations of the Buyer and Seller 77 52 Section 6.3 7.2 Conditions Precedent to Obligations of the Buyer 77 ARTICLE VII INDEMNIFICATION Section 7.1 Survival 79 Section 7.2 Indemnification by the Seller 79 53 Section 7.3 Indemnification by the Conditions Precedent to Obligations of Buyer 80 53 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by InvestigationFrustration of Closing Conditions 54 Article VIII. SURVIVAL, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION INDEMNIFICATION AND REMEDIES 54 Section 8.1 Termination 83 Survival 54 Section 8.2 Indemnification 55 Section 8.3 Specific Indemnification 56 Section 8.4 Method of Asserting Claims 57 Section 8.5 Limitations on Remedies; Release 58 Section 8.6 Exclusive Remedies 60 Section 8.7 Tax Characterization 60 Article IX. TERMINATION 60 Section 9.1 Termination Events 61 Section 9.2 Effect of Termination 85 62 Article X. MISCELLANEOUS 62 Section 8.3 Buyer Termination Fee 86 10.1 Parties in Interest 62 Section 8.4 Additional Fees 10.2 Assignment 62 Section 10.3 Notices 62 Section 10.4 Amendments and Expenses 87 ARTICLE IX GENERAL PROVISIONS Waivers 63 Section 9.1 Fees 10.5 Exhibits and Expenses 88 Schedules 64 Section 9.2 Amendment and Modification 88 10.6 Headings 64 Section 9.3 Waiver 89 10.7 Construction 64 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 10.8 Entire Agreement 91 64 Section 9.7 10.9 Severability 64 Section 10.10 Expenses 64 Section 10.11 No ThirdRecourse Against Non-Party Beneficiaries 91 Recourse Persons 65 Section 9.8 10.12 Specific Performance 65 Section 10.13 Legal Representation 66 Section 10.14 Governing Law 91 67 Section 9.9 Submission to Jurisdiction 91 10.15 Dispute Resolution 67 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 10.16 Waiver of Jury Trial 94 Sovereign Immunity 68 Section 9.15 10.17 Counterparts 94 68 Section 9.16 Facsimile or .pdf Signature 94 10.18 Currency Matters 68 Section 9.17 Time 10.19 Disclosure Schedules 68 SCHEDULES Schedule C Purchase Price Calculation Schedule Schedule D Form of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Funds Flow Schedule Schedule E Form of Closing Adjustment Certificate Schedule F Company Valuation Adjustments iii EXHIBITS Exhibit A Assumption Agreement Restructuring Plan Exhibit B Xxxx Officers’ List and Releasing Company Entities’ List Exhibit C-1 Form of Sale Officers’ Resignation Letter Exhibit C Retained IP License Agreement C-2 Form of Releasing Company Entities’ Resolutions Exhibit D Accessories Supply Agreement Instrument of Transfer of Shares Exhibit E Generator Supply Instrument of Assignment of Social Rights PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement Exhibit F Transition Services Agreement ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated is entered into as of July 9October 12, 2018 2019, by and between Sempra Energy International Holdings, N.V., a private limited liability company (this naamloze vennootschap) existing under the Laws of Netherlands (AgreementSeller”), between Specialty Surgical Instrumentation Inc.and State Grid International Development Limited, a Tennessee corporation private company limited by shares existing under the Laws of Hong Kong (the “Buyer”). Each of Seller and Buyer is referred to individually as a “Party”, and Bovie Medical Corporationand, a Delaware corporation (collectively, as the “SellerParties).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Sempra Energy)

Conditions to Closing. Section 6.1 General Conditions 76 Section 6.2 20 4.01 Conditions to the Purchaser’s and the Merger Sub’s Obligations 20 4.02 Conditions to the Company’s Obligations 22 4.03 Conditions to All Parties’ Obligations 23 4.04 Frustration of Closing Conditions 23 ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE COMPANY 23 5.01 Organization and Limited Liability Company Power 24 5.02 Subsidiaries 24 5.03 Authorization; No Breach 24 5.04 Equity Interests 25 5.05 Financial Statements; No Undisclosed Liabilities 26 5.06 No Material Adverse Change; Absence of Certain Developments 26 5.07 Sufficiency of Assets 27 5.08 Title to Properties 27 5.09 Tax Matters 28 5.10 Contracts and Commitments 29 5.11 Intellectual Property 31 5.12 Litigation 33 5.13 Governmental Consents 33 5.14 Employee Benefit Plans 33 5.15 Insurance 35 5.16 Environmental Matters 35 5.17 Affiliated Transactions 36 5.18 Brokerage 36 5.19 Permits; Compliance with Laws 36 5.20 Employees 38 5.21 Customers and Suppliers 38 5.22 Bank Accounts 38 5.23 Product Liability 38 5.24 Product Warranties 39 5.25 Holding Entities 39 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND MERGER SUB 39 6.01 Organization and Corporate Power 39 6.02 Authorization 40 6.03 No Violation 40 6.04 Governmental Bodies; Consents 40 6.05 Litigation 41 6.06 Brokerage 41 6.07 Investment Representation 41 6.08 Financing 41 6.09 Access and Investigation; Non-Reliance 41 ARTICLE VII COVENANTS OF THE COMPANY 41 7.01 Conduct of the Seller 77 Business 41 7.02 Access to Books and Records 44 7.03 Regulatory Filings 45 7.04 Section 6.3 Conditions to Obligations of the Buyer 77 ARTICLE VII INDEMNIFICATION Section 7.1 Survival 79 Section 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 280G 45 7.05 Exclusive Remedy 83 Dealing 46 7.06 Financing 46 7.07 Certain Tax Matters 48 7.08 Third Party Consents 48 ARTICLE VIII COVENANTS OF THE PURCHASER 49 8.01 Access to Books and Records 49 8.02 Director and Officer Liability and Indemnification 49 8.03 Contact with Business Relations 50 8.04 Continuing Confidentiality 50 8.05 Payments to Optionholders and Other Individuals 51 ARTICLE IX TERMINATION Section 8.1 51 9.01 Termination 83 Section 8.2 51 9.02 Effect of Termination 85 52 ARTICLE X ADDITIONAL AGREEMENTS AND COVENANTS 52 10.01 Acknowledgement by the Purchaser 52 10.02 Further Assurances 52 10.03 Employees and Employee Benefits 52 10.04 Antitrust Notification 54 ARTICLE XI TAX MATTERS 55 11.01 Transfer Taxes 55 11.02 Section 8.3 Buyer 338(g) and Section 336(e) of the Code 55 11.03 Termination Fee 86 Section 8.4 Additional Fees of Tax-Sharing Agreements 55 11.04 No Intermediary Transaction Tax Shelter 56 ARTICLE XII MISCELLANEOUS 56 12.01 Press Releases and Communications 56 12.02 Expenses 87 ARTICLE IX GENERAL PROVISIONS Section 9.1 Fees and Expenses 88 Section 9.2 56 12.03 Notices 56 12.04 Assignment 58 12.05 Severability 58 12.06 Construction 58 12.07 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire 59 12.08 Complete Agreement 91 Section 9.7 No 59 12.09 Third-Party Beneficiaries 91 Section 9.8 59 12.10 Counterparts 59 12.11 Governing Law 91 Section 9.9 Submission Law; Jurisdiction 60 12.12 Representative 61 12.13 Legal Representation 63 12.14 No Survival; Sources of Recovery 63 12.15 Deliveries to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver the Purchaser 64 12.16 Conflict Between Transaction Documents 64 12.17 Specific Performance 64 12.18 Relationship of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time the Parties 65 12.19 Prevailing Party 65 12.20 Financing Sources 65 12.21 Limited Guaranty 65 SCHEDULES Affiliated Transactions Schedule Authorization Schedule Bank Accounts Schedule Bonus Amount Schedule Brokerage Schedule Capital Budget Schedule Capitalization Schedule Communications Schedule Compliance with Laws Schedule Contracts Schedule Covenants Exceptions Schedule Customers and Suppliers Schedule Developments Schedule Employee Benefits Schedule Employees Schedule Environmental Matters Schedule Financial Statements Schedule Governmental Consents Schedule Holding Entities Schedule Insurance Schedule Intellectual Property Schedule Leased Real Property Schedule Letter of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Credit Schedule Litigation Schedule Owned Real Property Schedule Permits Schedule Permitted Liens Schedule Product Liability Schedule Product Warranties Schedule Subsidiary Schedule Taxes Schedule Working Capital Schedule EXHIBITS Exhibit A Assumption - Form of Certificate of Merger Exhibit B - Form of Consulting Termination Agreement Exhibit B Xxxx C - Form of Sale Exhibit C Retained IP License Purchase Price Adjustment Escrow Agreement Exhibit D Accessories Supply Agreement - Form of Letter of Transmittal Exhibit E Generator Supply Agreement - Rules of Engagement for Valuation Firm Exhibit F Transition Services Agreement ASSET PURCHASE - Form of Company Closing Certificate Exhibit G - Form of Company Secretary’s Certificate Exhibit H - Form of Non-U.S. Real Property Holding Corporation Status Exhibit I - Form of Purchaser Closing Certificate Exhibit J - Form of Purchaser and Merger Sub Secretary’s Certificate AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), between Specialty Surgical Instrumentation Inc.dated as of December 22, 2017, is made by and among Meter Readings Holding Group, LLC, a Tennessee corporation Delaware limited liability company (the “BuyerCompany”), and Bovie Medical CorporationXxxxxxx Power Systems, Inc., a Delaware corporation (the “SellerPurchaser”)., Yellow Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Purchaser (the “Merger Sub”), Sun Meter Readings, LP, a Delaware limited partnership (the “Representative”), as representative for the Company’s Members and Optionholders, and, solely for purposes of Sections 12.10, 12.11 and 12.21, Xxxxxxx Incorporated, a Connecticut corporation (“Parent”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hubbell Inc)

Conditions to Closing. 50 Section 6.1 General 8.01 Conditions 76 to Obligations of All Parties 50 Section 6.2 8.02 Conditions to Obligations of Buyer 50 Section 8.03 Conditions to Obligations of the Stockholders and the Seller 77 52 ARTICLE IX INDEMNIFICATION 53 Section 6.3 Conditions to Obligations of the Buyer 77 ARTICLE VII INDEMNIFICATION 9.01 Survival 53 Section 7.1 Survival 79 Section 7.2 9.02 Indemnification by the Stockholders and the Seller 79 53 Section 7.3 9.03 Indemnification by By the Parent and the Buyer 80 54 Section 7.4 9.04 Certain Limitations 54 Section 9.05 Indemnification Procedures 80 55 Section 7.5 9.06 Payments; Escrow Funds; Setoff 56 Section 9.07 Tax Treatment of Indemnification Payments 57 Section 9.08 Effect of Investigation 57 Section 9.09 Exclusive Remedies Not Affected by Investigation, Disclosure or Knowledge 82 57 ARTICLE X TERMINATION 57 Section 7.6 R&W Insurance Policy 83 10.01 Termination 57 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 10.02 Effect of Termination 85 58 ARTICLE XI MISCELLANEOUS 58 Section 8.3 Buyer Termination Fee 86 11.01 Expenses 58 Section 8.4 Additional Fees and Expenses 87 ARTICLE IX GENERAL PROVISIONS 11.02 Notices 58 Section 9.1 Fees and Expenses 88 11.03 Interpretation 59 Section 9.2 Amendment and Modification 88 11.04 Headings 60 Section 9.3 Waiver 89 11.05 Severability 60 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 11.06 Entire Agreement 91 60 Section 9.7 11.07 Successors and Assigns 60 Section 11.08 No Third-Party party Beneficiaries 91 60 Section 9.8 11.09 Amendment and Modification; Waiver 60 Section 11.10 Governing Law 91 Section 9.9 Law; Submission to Jurisdiction 91 Section 9.10 AssignmentJurisdiction; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 61 Section 9.15 11.11 Specific Performance 61 Section 11.12 Counterparts 94 61 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting 11.13 Attorney-Client Privilege 62 Exhibits and Schedules: Disclosure Letter Schedule 1(a) Certain Employees Schedule 1(b) Equipment Schedule 8.02(d) Required Third Party 94 Section 9.19 Investigation by the Buyer 95 Consents Schedule 8.02(q) Certain Related Party Contracts to be Terminated Schedule 8.03(i) Miscellaneous Bonds Schedule 9.03(c) P&P Bonds Exhibit A Assumption Working Capital Principles Exhibit B Form of Escrow Agreement Exhibit B Xxxx C Form of Sale Buyer Note Exhibit C Retained IP License D Allocation Schedule Exhibit E Form of Lease Exhibit F Form of Lockup Agreement Exhibit D Accessories Supply G Form of Employment Offer Letter Exhibit H Bonus Pool Calculation Exhibit I Form of Dxxxxx Agreement Exhibit E Generator Supply J Form of Debt Subordination Agreement Exhibit F Transition Services Agreement ASSET STOCK PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 This Stock Purchase Agreement (this “Agreement”), between Specialty Surgical Instrumentation dated as of September 19, 2018, for the purchase and sale of all of the outstanding capital stock of Dxxxxx Mechanical, Inc., a Tennessee an Ohio corporation (the “BuyerCompany”), is entered into by and Bovie Medical Corporationamong the Company, Pxxxx X. Xxxxxxx (“Corogin”) and Sxxxxxx X. Xxxxxx (“Dxxxxx” and, together with Corogin, the “Stockholders”), LED Construction Services, Inc., an Ohio corporation (the “Seller”), Lxxxxxx Holdings, Inc., a Delaware corporation (the “SellerParent”), and Lxxxxxx Facility Services LLC, a Delaware limited liability company (the “Buyer”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Limbach Holdings, Inc.)

Conditions to Closing. 63 Section 6.1 General Conditions 76 to the Obligations of Purchaser and Seller 63 703550379 TABLE OF CONTENTS (continued) Page Section 6.2 Conditions to the Obligations of the Seller 77 Purchaser 63 Section 6.3 Conditions to the Obligations of the Buyer 77 Seller 64 ARTICLE VII SURVIVAL; INDEMNIFICATION 64 Section 7.1 Survival 79 64 Section 7.2 Indemnification by the Seller 79 Purchaser 65 Section 7.3 Indemnification by the Buyer 80 Seller 65 Section 7.4 Procedures 80 Claims 66 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Characterization of Indemnification Payments 68 Section 7.6 R&W Insurance Policy 83 Certain Indemnification Matters 68 Section 7.7 Exclusive Remedy 83 70 Section 7.8 Reserves 70 ARTICLE VIII TERMINATION 70 Section 8.1 Termination 83 70 Section 8.2 Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 71 ARTICLE IX GENERAL PROVISIONS MISCELLANEOUS 71 Section 9.1 Fees and Expenses 88 Notices 71 Section 9.2 Amendment Amendment; Modification and Modification 88 Waiver 72 Section 9.3 Waiver 89 Assignment 73 703550379 TABLE OF CONTENTS (continued) Page Section 9.4 Notices 89 Entire Agreement 73 Section 9.5 Interpretation 90 4 No Third Party Beneficiaries 73 Section 9.6 Entire Agreement 91 Public Disclosure 73 Section 9.7 No Third-Party Beneficiaries 91 Other Representations and Warranties; Due Investigation 73 Section 9.8 Expenses 74 Section 9.9 Disclosure Schedules 75 Section 9.10 Governing Law 91 75 Section 9.9 9.11 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 76 Section 9.12 Currency 94 WAIVER OF JURY TRIAL 76 Section 9.13 Severability 94 Counterparts 76 Section 9.14 Waiver of Jury Trial 94 Severability 77 Section 9.15 Counterparts 94 Specific Performance 77 Section 9.16 Facsimile or .pdf Signature 94 Seller Parent Guaranty 77 Section 9.17 Time Purchaser Parent Guaranty 77 703550379 Exhibits Exhibit 1 Form of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Release Exhibit A Assumption 2 Form of Retained Business Administrative Services Agreement Exhibit B Xxxx 3 Form of Sale Exhibit C Retained IP License Business Reinsurance Agreement Exhibit D Accessories Supply 4 Form of Run-Off Business Administrative Services Agreement Exhibit E Generator Supply 5 Form of Run-Off Business Consulting Engagement Agreement Exhibit F 6 Form of Run-Off Reinsurance Agreement Exhibit 7 Form of Transition Services Agreement ASSET Exhibit 8 Forms of Surplus Note Schedules Schedule 1.1(a) Pro Forma Adjustments Schedule 5.17(a) Schedule of Shared Reinsurance Schedule 5.20 Initial Management Fee Forecast Schedule 5.23(c) Policy Issuance Authority – Pending State Applications Schedule 6.1(b) Required Approvals Schedule 7.3(a) Indemnifiable Liabilities Seller Disclosure Schedule Purchaser Disclosure Schedule 703550379 This STOCK PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 (this “Agreement”) is dated as of October 17, 2012, by and among OneBeacon Insurance Group LLC, a limited liability company organized under the laws of the State of Delaware (“Seller”), between Specialty Surgical Instrumentation Trebuchet US Holdings, Inc., a Tennessee corporation incorporated under the laws of the State of Delaware (the BuyerPurchaser”), and Bovie Medical Corporationsolely for purposes of Section 7.3 and Article IX, a Delaware corporation OneBeacon Insurance Group, Ltd., an exempt limited liability company organized under the laws of Bermuda (“Seller Parent”), and solely for purposes of Articles II and IX Armour Group Holdings Limited, an exempt limited liability company organized under the laws of Bermuda (SellerPurchaser Parent”).

Appears in 1 contract

Samples: Stock Purchase Agreement (White Mountains Insurance Group LTD)

Conditions to Closing. Section 6.1 General Conditions 76 Section 6.2 8.01 Conditions to the Obligations of the Seller 77 Parties 78 Section 6.3 8.02 Conditions to the Obligations of Buyer 78 Section 8.03 Conditions to the Buyer 77 Obligations of Seller 79 Section 8.04 Waiver of Conditions; Frustration of Conditions 79 ARTICLE VII INDEMNIFICATION IX Indemnification Section 7.1 9.01 Survival 79 Section 7.2 9.02 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 9.03 Procedures 80 81 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 9.04 Calculation of Liabilities 83 Section 7.7 9.05 Assignment of Claims 84 Section 9.06 Tax Treatment of Indemnification Payments 84 Section 9.07 Indemnification Sole and Exclusive Remedy 83 84 iii Section 9.08 No Right of Indemnification or Contribution 85 ARTICLE VIII TERMINATION X Termination Section 8.1 10.01 Termination 83 85 Section 8.2 10.02 Effect of Termination 85 86 ARTICLE XI Miscellaneous Section 8.3 Buyer Termination Fee 86 11.01 Notices 87 Section 8.4 Additional Fees and Expenses 87 ARTICLE IX GENERAL PROVISIONS 11.02 Waiver; Amendment 88 Section 9.1 Fees and 11.03 Expenses 88 Section 9.2 Amendment and Modification 11.04 Assignment 88 Section 9.3 Waiver 11.05 Governing Law 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 No Third-Party Beneficiaries 91 Section 9.8 Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment11.06 Jurisdiction; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 89 Section 11.07 Captions; Counterparts 89 Section 11.08 Rights of Third Parties 89 Section 11.09 Entire Agreement 90 Section 11.10 Severability 90 Section 11.11 Schedules 90 Section 11.12 Enforcement 90 Section 11.13 Non-Recourse 91 Section 11.14 Privileged Matters; Conflicts of Interest 91 Section 11.15 RWI Policy 93 Section 11.16 Debt Financing Sources 93 Section 11.17 Release 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 EXHIBITS Exhibit A Assumption Form of Escrow Agreement Exhibit B Xxxx Form of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET Exhibit C Transaction Steps Plan Exhibit D Allocation Principles SECURITIES PURCHASE AGREEMENT ASSET This SECURITIES PURCHASE AGREEMENT, dated as of July 9, 2018 AGREEMENT (this “Agreement”), dated as of March 7, 2022, is made by and between Specialty Surgical Instrumentation Sequa Corporation, a corporation organized under the Laws of the State of Delaware (“Seller”), and AZZ Inc., a Tennessee corporation organized under the Laws of Texas (the “Buyer”), . Each of Seller and Bovie Medical Corporation, Buyer is referred to herein as a Delaware corporation (“Party” and collectively as the “SellerParties).

Appears in 1 contract

Samples: Securities Purchase Agreement (Azz Inc)

Conditions to Closing. Section 4.1 Conditions to the Obligations of Purchaser and Pfizer 23 Section 4.2 Conditions to the Obligations of Purchaser 24 Section 4.3 Conditions to the Obligations of Pfizer 25 ARTICLE V REPRESENTATIONS AND WARRANTIES OF PFIZER Section 5.1 Organization 25 Back to Contents Section 5.2 Authority; Binding Effect 25 Section 5.3 Conveyed Subsidiaries; Capital Structure 26 Section 5.4 Non-Contravention 27 Section 5.5 Governmental Authorization 27 Section 5.6 Financial Information; Books and Records 27 Section 5.7 Absence of Material Changes 28 Section 5.8 No Litigation 28 Section 5.9 Compliance with Laws 29 Section 5.10 Product Registrations; Regulatory Compliance 29 Section 5.11 Environmental Matters 29 Section 5.12 Material Contracts 30 Section 5.13 Company Intellectual Property 31 Section 5.14 Real Property 32 Section 5.15 Assets 33 Section 5.16 Taxes 33 Section 5.17 Employee Benefits 35 Section 5.18 Software and IT Systems 36 Section 5.19 Liabilities 36 Section 5.20 Brokers 36 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF PURCHASER Section 6.1 General Conditions 76 Organization and Qualification 36 Section 6.2 Conditions to Obligations Corporate Authorization 36 Section 6.3 Binding Effect 37 Section 6.4 Non-Contravention 37 Section 6.5 Governmental Authorization 37 Section 6.6 Third Party Approvals 37 Section 6.7 Financial Capability 37 Section 6.8 Securities Act 37 Section 6.9 Condition of the Seller 77 Business 37 Section 6.3 Conditions 6.10 Litigation 38 Section 6.11 Brokers 38 Section 6.12 Board Approval 38 Section 6.13 Vote Required 38 ARTICLE VII COVENANTS Section 7.1 Information and Documents 39 Section 7.2 Conduct of Business 39 Section 7.3 Best Efforts; Certain Governmental Matters 41 Section 7.4 Tax Matters. 43 Back to Obligations Contents Section 7.5 Employees and Employee Benefits 50 Section 7.6 Certain Dividends, Etc 56 Section 7.7 Resignations 57 Section 7.8 Bulk Transfer Laws 57 Section 7.9 Noncompetition 57 Section 7.10 Transitional Services 59 Section 7.11 Transitional Intellectual Property License Agreement 59 Section 7.12 Compliance with WARN, Etc 59 Section 7.13 Foreign Implementing Agreements 59 Section 7.14 Litigation Support 59 Section 7.15 Insurance 60 Section 7.16 Trade Notification 60 Section 7.17 Further Assurances 60 Section 7.18 Other Agreements 61 Section 7.19 2002 Audited Financial Statements 61 Section 7.20 No Contingent Liabilities 62 Section 7.21 Purchaser Circular 62 Section 7.22 Purchaser Shareholder Meeting; Board Recommendation 62 Section 7.23 Dublin Facility 62 ARTICLE VIII INDEMNIFICATION Section 8.1 Indemnification by Pfizer 63 Section 8.2 Indemnification by Purchaser 63 Section 8.3 Notice of Claims 64 Section 8.4 Third Party Claims 64 Section 8.5 Expiration 65 Section 8.6 Certain Limitations 65 Section 8.7 Losses Net of Insurance, Etc 66 Section 8.8 Sole Remedy/Waiver 67 Section 8.9 Indemnification Procedures for Remedial Actions with respect to Items Listed Under Clauses (ii) and (v) of the Buyer 77 Definition of Excluded Environmental Liabilities 67 Section 8.10 Limitation on Indemnification for Remedial Actions with respect to Items Listed Under Clauses (ii) and (v) of the Definition of Excluded Environmental Liabilities 69 Section 8.11 Limitation on Damages 69 ARTICLE VII INDEMNIFICATION Section 7.1 Survival 79 Section 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 ARTICLE IX GENERAL PROVISIONS Section 9.1 Fees and Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 No Third-Party Beneficiaries 91 Section 9.8 Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Exhibit A Assumption Agreement Exhibit B Xxxx of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 (this “Agreement”), between Specialty Surgical Instrumentation Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”).IX

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Cadbury Schweppes Public LTD Co)

Conditions to Closing. Section 6.1 General Conditions 76 to Each Party’s Obligations 39 Section 6.2 Conditions to Obligations of the Seller 77 Purchaser 39 Section 6.3 Conditions to Obligations of the Buyer 77 Parent 40 ARTICLE VII INDEMNIFICATION TAX MATTERS Section 7.1 Survival 79 Parent Returns and Reports 40 Section 7.2 Purchaser Returns and Reports 40 Section 7.3 Amendments 41 Section 7.4 Refunds 41 Section 7.5 Contest Provisions 41 Section 7.6 Transfer and Sales Taxes 42 Section 7.7 Cooperation; Access to Records 42 Section 7.8 No Tax Elections 43 ARTICLE VIII SURVIVAL; INDEMNIFICATION; CERTAIN REMEDIES Section 8.1 Survival 43 Section 8.2 Indemnification by the Seller 79 Parent 43 Section 7.3 8.3 Indemnification by the Buyer 80 Purchaser 46 Section 7.4 Procedures 80 8.4 Claims Procedure 47 Section 7.5 8.5 Payment 48 Section 8.6 Treatment of Indemnification Payments 49 Section 8.7 Provisions 49 Section 8.8 Exclusive Remedies Not Affected by Investigation, Disclosure or Knowledge 82 49 Section 7.6 R&W Insurance Policy 83 8.9 Losses 49 Section 7.7 Exclusive Remedy 83 8.10 Net Financial Benefit 49 Section 8.11 Right to Recover 50 Section 8.12 Double Claims 50 Section 8.13 Mitigation of Losses 51 Section 8.14 Recovery 51 ARTICLE VIII IX TERMINATION Section 8.1 9.1 Termination 83 51 Section 8.2 9.2 Notice of Termination 52 Section 9.3 Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 ARTICLE IX GENERAL PROVISIONS Section 9.1 Fees and Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 52 Section 9.4 Additional Rights and Remedies 52 ARTICLE X MISCELLANEOUS Section 10.1 Notices 89 52 Section 9.5 Interpretation 90 4 10.2 Assignment 53 Section 9.6 Entire Agreement 91 Section 9.7 10.3 No Third-Party Beneficiaries 91 53 Section 9.8 10.4 Whole Agreement; Conflict with Other Transaction Documents 54 Section 10.5 Costs 54 Section 10.6 Governing Law 91 Law; Consent to Jurisdiction; Specific Performance 54 Section 9.9 Submission to Jurisdiction 91 10.7 Counterparts 56 Section 9.10 Assignment10.8 Severability 56 Section 10.9 Amendments; Successors 92 Waiver 56 Section 9.11 Enforcement 93 10.10 Payments 56 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver 10.11 Guarantee 56 Schedules and Exhibits* Schedule A Definitions and Terms Exhibit 1 Form of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Exhibit A Assumption Agreement Exhibit B Xxxx of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET Exhibit 2 Form of Reverse Transition Services Agreement Exhibit 3 Net Working Capital Exhibit 4 Form of BMO Xxxxxx Sponsorship and Settlement Agreement Exhibit 5 Form of BMO Xxxxxx Merchant Referral Program Agreement Exhibit 6 Form of Merchant Assignment Agreement Exhibit 7 Form of Parent Shareholder Non-Competition Agreement Exhibit 8 Contingent Purchase Price Amount Exhibit 9 Technology License Agreement *The exhibits listed above have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that Vantiv, Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any exhibits so furnished. PURCHASE AGREEMENT ASSET PURCHASE AND SALE AGREEMENT, dated as of July 9November 10, 2018 2016 (this the “Agreement”), between Specialty Surgical Instrumentation Inc.by and among Moneris Solutions Corporation, a Tennessee corporation incorporated under the laws of Canada (“Parent”), National Processing Company, a corporation organized under the laws of the State of Nebraska (BuyerPurchaser”), and Bovie Medical CorporationVantiv, LLC, a Delaware corporation limited liability company, as guarantor of Purchaser’s obligations hereunder (the SellerVantiv”).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Vantiv, Inc.)

Conditions to Closing. Section 6.1 General 8.01. Conditions 76 to Obligations of GE 51 Section 6.2 8.02. Conditions to Obligations of the Seller 77 Acquiror 52 ARTICLE IX TERMINATION, AMENDMENT AND WAIVER Section 6.3 Conditions to Obligations 9.01. Termination 54 Section 9.02. Notice of the Buyer 77 Termination 55 Section 9.03. Effect of Termination 55 Section 9.04. Extension; Waiver 56 ARTICLE VII X INDEMNIFICATION Section 7.1 Survival 79 10.01. Indemnification by GE 57 Section 7.2 10.02. Indemnification by the Seller 79 Acquiror 58 Section 7.3 10.03. Notification of Claims 59 Section 10.04. Exclusive Remedies 63 Section 10.05. Additional Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 Provisions 64 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 ARTICLE IX XI GENERAL PROVISIONS Section 9.1 Fees and 11.01. Survival 64 Section 11.02. Expenses 88 65 Section 9.2 Amendment and Modification 88 11.03. Notices 65 Section 9.3 Waiver 89 11.04. Public Announcements 66 Section 9.4 Notices 89 11.05. Severability 67 Section 9.5 Interpretation 90 4 Section 9.6 11.06. Entire Agreement 91 67 Section 9.7 11.07. Assignment 67 Section 11.08. No Third-Party Beneficiaries 91 67 Section 9.8 11.09. Amendment 67 Section 11.10. Disclosure Schedules 68 Section 11.11. Dispute Resolution 68 Section 11.12. Governing Law 91 Section 9.9 Law; Submission to Jurisdiction 91 Jurisdiction; Waivers 68 Section 9.10 Assignment; Successors 92 11.13. Specific Performance 69 Section 9.11 Enforcement 93 11.14. Bulk Sales Laws 70 Section 9.12 Currency 94 11.15. Rules of Construction 70 Section 9.13 Severability 94 11.16. Counterparts 70 Section 9.14 11.17. Waiver of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 71 EXHIBITS Exhibit A Assumption Agreement Definitions Exhibit B Xxxx of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE AGREEMENT Term Sheet Exhibit C Employee Matters Exhibit D Form of Modified Working Capital Statement Exhibit E Transaction Accounting Principles Exhibit F Sub-Servicing Term Sheet Exhibit G Shared Vision Term Sheet Exhibit H Trademark License Agreement Term Sheet Exhibit I Intellectual Property License Agreement Term Sheet Exhibit J ASM Supply Agreement Term Sheet Exhibit K Form of Seller Paper Exhibit L Warrant Term Sheet Exhibit M Equity Investment Term Sheet Exhibit N Preferred Stock Term Sheet Exhibit O Commercial Agreements Term Sheets This STOCK AND ASSET PURCHASE AGREEMENT, dated as of July 9September 14, 2018 (this “Agreement”)2006, is made between Specialty Surgical Instrumentation Inc.GENERAL ELECTRIC COMPANY, a Tennessee New York corporation (the BuyerGE”), and Bovie Medical CorporationNAUTILUS HOLDINGS ACQUISITION CORP, a Delaware corporation (the “SellerAcquiror”).

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (MPM Silicones, LLC)

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