Object of Sale. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell and, at the Closing Date, to transfer to Buyer, and Buyer hereby agrees to purchase at Closing Date from Seller, the full legal and beneficial ownership, free and clear from any Lien, of the Jewel Share, against payment of the consideration set forth in Article 2.2.
Object of Sale. Upon the terms and subject to the conditions set out herein, Sellers shall sell to Buyer and Buyer shall purchase from Sellers the Shares and the Shareholder Capital Loans free from any Encumbrances at the Closing.
Object of Sale. 12 2.2 Transfer of title ..................................................................................................................................... 12 3
Object of Sale. 2 Buyer shall purchase from Sellers the following shares (together “Shares”):
2.1 1 000 registered shares of S&P Clever with a nominal value of CHF 1’000.— each, equal to 100 % of the share capital of S&P Clever;
Object of Sale. SALE
(1) The Uberlandwerke Braunschweig GmbH, as trustee, holds for the BVAG 490,100 (in words: four hundred ninety thousand one hundred) shares of non-par bearer common stock with a proportional amount of the capital stock of EUR 2.60 in the E.ON AG, Dusseldorf (Security certificate no. 761440).
(2) The BVAG sells the aforementioned shares in E.ON AG to the Buyer accepting this offer.
(3) The profits appertaining to the shares sold pursuant to the above para.
Object of Sale. Subject to the terms and conditions set forth in this Agreement, Seller hereby undertakes to sell (or to procure the sale) and to transfer, assign and deliver (or to procure the same) to Buyer, and Buyer hereby undertakes to buy (or to procure the purchase) from Seller at the Closing Date the legal and beneficial ownership free from all liens, charges and other third-party rights, other than as described herein:
(a) the Sale Shares (subject to Section 4.8);
(b) the Related Cablecom Assets;
(c) the benefit (subject to the burden) of the Related Cablecom Contracts. Buyer further undertakes to assume (or procure the assumption of) all the Related Cablecom Liabilities (including, for the avoidance of doubt, the employment agreements referred to in Exhibit 2). The Sale Shares, the Related Cablecom Assets, the Related Cablecom Contracts and the Related Cablecom Liabilities, which shall be transferred to Buyer pursuant to this Agreement, shall collectively be referred to as the Cablecom Business. The transactions contemplated by this Agreement may be consummated by an Affiliate of Buyer in accordance with this Agreement, it being understood that (i) Buyer shall retain Control over such Affiliate, and (ii) Buyer shall remain jointly and severally liable for all obligations of such Affiliate. Buyer shall not be obliged to complete the purchase of the Cablecom Business unless the sale of all of the Cablecom Business is completed substantially simultaneously, subject, however, to the provisions of Section 4.4, 4.5, 4.6 and 4.8.
Object of Sale. The Vendor hereby sells to the Purchaser the Property, including all integral components and all statutory perquisites, together with all rights and interests appurtenant thereto.
Object of Sale. Upon the terms and subject to the conditions set out herein, Seller agrees to sell and Buyer agrees to purchase, effective as of the Closing Date, the Shares free from all Encumbrances and with Full Title Guarantee, together with the benefit of all rights attaching to them, including all rights to dividends and other distributions from Closing.
Object of Sale. 2.1.1 Upon the terms and subject to the conditions of this Agreement, the Sellers shall sell and the Buyer shall purchase the Securities at the Closing.
