Purchase and Sale of the Business. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing:
(i) AAR International shall sell, convey, transfer, assign and deliver to German Buyer, and German Buyer shall purchase from AAR International, all of AAR International’s right, title and interest in and to the Shares of Telair, free and clear of all Encumbrances; the Shares (Geschäftsanteile) of Telair shall not pass in rem (dinglich) on the basis of this Agreement but shall be transferred in a separate transfer agreement (the “Telair Transfer Deed”), which AAR International and German Buyer shall conclude before a notary public in Germany or Switzerland on or prior to the Closing Date notarizing the Telair Transfer Deed; provided, however, that the transfer of the Shares of Telair under the Telair Transfer Deed shall be subject to the condition precedent (aufschiebende Bedingung) of the payment of the Initial Purchase Price in accordance with Section 2.5(b) and 2.5(c)(i); and
(ii) AAR International shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase from AAR International, all of AAR International’s right, title and interest in and to the Shares of Nordisk, free and clear of all Encumbrances; and
(b) AAR Manufacturing shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase from AAR Manufacturing, all of AAR Manufacturing’s right, title and interest in and to (i) all of the assets, rights, interests and properties of AAR Manufacturing that are used in the Telair U.S. Business, including the assets set forth in Section 2.1(b)(i) of the Seller Disclosure Letter, and (ii) all of the assets, rights, interests and properties that are owned, leased or licensed by AAR Manufacturing and are used in the Nordisk Business and/or the Telair Europe Business, including the assets set forth in Section 2.1(b)(ii) of the Seller Disclosure Letter (such assets described in clauses (i) and (ii) are collectively referred to herein as the “Telair U.S. Assets”), in each case, as the same shall exist as of the Effective Time free and clear of all Encumbrances, except Permitted Encumbrances. Notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Contract, Books and Records or any other document or materials that are included in the Business Assets.
Purchase and Sale of the Business. Section 2.1 Purchase and Sale of Assets......................................13 Section 2.2 Excluded Assets..................................................15 Section 2.3
Purchase and Sale of the Business. Section 2.1 Purchase and Sale of Assets 13 Section 2.2 Excluded Assets 14 Section 2.3 Assumption of Liabilities 15 Section 2.4 Excluded Liabilities 15 Section 2.5 Purchase Price. 15 Section 2.6 Escrow Fund 15 Section 2.7 Contingent Payment. 16 Section 2.8 Closing 16 Section 2.9 Ancillary Agreements 16 Section 2.10 Deliveries by Buyer 17 Section 2.11 Deliveries by Seller 17 Section 2.12 Nonassignability of Assets 18 Section 2.13 Affiliate Acquisitions 19 Section 2.14 Post-Closing Transition Services 19 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER Section 3.1 Organization and Qualification 19 Section 3.2 Subsidiaries 20 Section 3.3 Corporate Authorization 20 Section 3.4 Consents and Approvals 20 Section 3.5 Non-Contravention 20 Section 3.6 Binding Effect 21 Section 3.7 Financial Statements. 21 Section 3.8 Litigation and Claims 22 Section 3.9 Taxes 22 Section 3.10 Reserved. 22 Section 3.11 Compliance with Laws 22 Section 3.12 Intellectual Property. 23 Section 3.13 Reserved. 26 Section 3.14 Contracts 26 Section 3.15 Territorial Restrictions 27 Section 3.16 Absence of Changes 27 Section 3.17 Confidentiality 27 Section 3.18 Assets 27 Section 3.19 Title to Property. 27 Section 3.20 Operation of the Business. 28 Section 3.21 Absence of Liabilities 28 Section 3.22 Warranties/Product Liability 28 Section 3.23 Insurance 29 Section 3.24 Finders’ Fees 29 Section 3.25 Continued Employment 29 Section 3.26 Seller Products and Inventory. 29 Section 3.27 Export Controls, Trade Sanctions and Certain Payments. 29 Section 3.28 Disclosure 30 ARTICLE IV
Purchase and Sale of the Business. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, Boston Scientific shall sell, convey, assign and transfer, or cause Guidant and/or its Affiliates to sell, convey, assign and transfer, to Purchaser all the assets (including, where applicable, stock or other equity interests of subsidiaries of Guidant (“Shares”)), rights, properties and business of every kind and description and wherever located, whether tangible or intangible, real, personal or mixed, that are used primarily in, or related primarily to (with “primarily” being determined by taking into account revenues, assets, personnel, registrations and other relevant factors), the Business (together with, to the extent available, the right to bring an Action for the infringement or other violation thereof prior to the Closing and the right to recover and retain all damages or proceeds therefrom) (the “Assets”), and Purchaser shall purchase the Assets; provided, however, that, subject to Section 5.11, at Xxxxxx’x election (which shall be exercised as promptly as practicable after the date hereof), the Assets of any subsidiaries of Guidant, the assets of which are used primarily in, or related primarily to, the Business, may be purchased by Purchaser by purchasing Shares rather than the applicable Assets, in which case the parties shall cooperate with respect to the transfer from such subsidiaries of any assets that are not Assets, any Liabilities that are not Assumed Liabilities and any employees who are not Transferred Employees. For the purposes of this Agreement, references to the Business shall be deemed to include the Assets and the Shares if the context so requires.
(b) Notwithstanding anything in Section 2.01(a) to the contrary, Purchaser shall not purchase, and the Assets shall not include, any right, title and interest in or to any of the following assets (the “Excluded Assets”):
(i) all cash and cash equivalents, securities (other than the Shares, if any) and negotiable instruments on hand, in lock boxes, in financial institutions or elsewhere, including any cash residing in any collateral cash account securing any obligation or contingent obligation;
(ii) subject to Sections 5.08(h) and 5.09, any right, property or asset used both in the Business and in any other business of Guidant (a “Shared Asset”) that is both (1) not used primarily in, or related primarily to, the Business, and (2) that is not reasonably capable of being transferred with the Assets;
(iii...
Purchase and Sale of the Business. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, transfer, assign and deliver to Buyer, and shall cause the Selling Subsidiaries to sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase from Seller and the Selling Subsidiaries, as applicable, all of Seller’s and the Selling Subsidiaries’ right, title and interest in and to the following, in each case, free and clear of all Encumbrances, except Permitted Encumbrances:
(a) the Shares; and
(b) the assets set forth in Section 2.1(b) of the Seller Disclosure Letter (the “Air Cargo Assets”).
Purchase and Sale of the Business. 1
1.1 Purchase and Sale of Assets 1
1.2 Excluded Assets 2
1.3 Closing Consideration 3
1.4 Assumed Liabilities 3
1.5 Excluded Liabilities 4
1.6 Non-Assignable Assets 5
1.7 Conveyance of Transferred Customer Data and Transferred Customer Agreements 6
1.8 Further Assurances; Further Conveyances and Assumptions 6
1.9 Bulk Sales Law 6
1.10 Delivery of Purchased Assets 7
1.11 Social Media Accounts 7
Purchase and Sale of the Business. Section 2.1 Purchase and Sale of Transferred Shares and Local Assets and Assumption of Local Liabilities.................................12 Section 2.2 Closing.........................................................13 Section 2.3 Post-Closing Adjustments........................................14 Section 2.4 Deliveries by Purchaser or the Local Purchasers.................18 Section 2.5 Deliveries by Seller and the Local Sellers......................18 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER, THE TRANSFERRED SUBSIDIARY AND THE LOCAL SELLERS
Purchase and Sale of the Business. Section 2.1 Purchase and Sale of Transferred Shares and Local Assets and Assumption of Local Liabilities.
(a) On the terms and subject to the conditions set forth herein, Seller agrees to consummate the Restructuring as soon as reasonably practicable after the date hereof, and, at the Closing, Seller agrees to sell, transfer, assign, convey and deliver the Transferred Shares to Purchaser, and Seller further agrees to sell, transfer, assign and deliver, or cause the Local Sellers to sell, transfer, assign and deliver, to Purchaser or the Local Purchaser (or other Affiliates, as applicable), as the case may be, all of Seller's and each Local Seller's (or other Affiliates', as applicable) right, title and interest in and to the relevant Local Assets, and Purchaser agrees to purchase the Transferred Shares, and Purchaser further agrees to purchase, or cause the relevant Local Purchasers to purchase, all of Seller's and each Local Seller's right, title and interest in and to the Local Assets (the "Purchase") for an aggregate purchase price of US$27,524,000 and euro 8,000,000, (the "Purchase Price"), subject to adjustment pursuant to Section 2.3 below, with the US$27,524,000 payable by issuance of the Convertible Debenture (the "Convertible Debenture Price Component"), and the euro 8,000,000 payable by: euro 2,000,000 payable in immediately available funds (the "Cash Purchase Price Component"), euro 1,000,000 payable no later than on December 31, 2003 (the "Delayed Purchase Price Component") and euro 5,000,000 payable by the issuance of the Note (the "Note Purchase Price Component"). The parties will agree in good faith on an approach to valuation of the assets and legal entities acquired directly and indirectly pursuant to this Agreement. In this regard, Seller will perform an evaluation of the respective fair market values of such assets and legal entities by a nationally-recognized U.S. accounting firm, the costs of which will be borne exclusively by Purchaser.
(b) Purchaser hereby agrees to assume and does assume, (and shall cause the Local Purchasers, as appropriate, to agree to assume and to assume), and agrees to pay, perform, and discharge when due, and indemnify and hold harmless Seller and its Affiliates against (and shall cause the Local Purchasers, as appropriate, to assume and agree to pay, perform, and discharge when due, and indemnify and hold harmless Seller and its Affiliates against) all of the Local Liabilities. It is expressly agreed and unde...
Purchase and Sale of the Business. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, the Seller shall sell, convey, assign, transfer and deliver to Purchasers, and Purchasers shall purchase, acquire, accept and pay for, all of Seller’s right, title and interest in all of the properties, assets, and other rights that are (i) owned by Seller (the “Owned Assets”) or (ii) leased by, or licensed to, the Seller (the “Leased Assets”) on the Closing Date (collectively, but subject to the final sentence of this Section 2.1, the “Assets”). AGA shall acquire, accept, and pay for, all of Seller’s right, title and interest in the Assets and Business. Notwithstanding anything to the contrary set forth in this Agreement, Seller retains, and the Assets do not include (i) any right of Seller under this Agreement (including the right to receive payment under Section 2.3 and Exhibit 2.3 of this Agreement and pursuant to the Note the form of which is attached as Exhibit 2.3(a)(i) to this Agreement) and the AGA AB and AGA Guarantee Agreement (the “Agreement Rights”), and (ii) any right that Seller has to seek or collect a purchase price adjustment from The BOC Group that results from the post-closing purchase price adjustment proceeding pursuant to Section 2.05 of the BOC Sale Agreement (the “Purchase Price Adjustment Claim” and together with the Agreement Rights, the “Excluded Assets”).
Purchase and Sale of the Business. Section 2.1 Purchase and Sale of Company Shares and Non-U.S. ------------------------------------------------ Assets and Assumption of Non-U.S. Liabilities. ---------------------------------------------
(a) On the terms and subject to the conditions set forth herein, at the Closing, PENAC agrees, and Seller agrees to cause PENAC, to sell, transfer, assign and deliver the Company Shares, free and clear of any Encumbrances, to Purchaser or its designee, and Seller further agrees to sell, transfer, assign and deliver, or cause the Local Sellers to sell, transfer, assign and deliver, to Purchaser or its designees all of Seller's and each Local Seller's right, title and interest in and to the Non-U.S. Assets, and Purchaser agrees, and shall cause its designees to agree, to purchase the Company Shares and all of Seller's and each Local Seller's right, title and interest in and to the Non-U.S. Assets (the "Purchase") for an aggregate purchase price of EUR -------- 80,000,000, allocated among the Company Shares and the Non-U.S. Assets (net of the Non-U.S. Liabilities) as set forth on Schedule 2.1, in immediately available funds by wire transfer (the "Purchase Price"), subject to adjustment pursuant to -------------- Section 2.3 below.
(b) Purchaser hereby agrees to assume and does assume, (and shall cause its designees, as appropriate, to agree to assume and to assume), and agrees to pay, perform, and discharge when due, and indemnify and hold harmless Seller and its Affiliates against (and shall cause its designees, as appropriate, to assume and agree to pay, perform, and discharge when due, and indemnify and hold harmless Seller and its Affiliates against) all of the Non-U.S. Liabilities.
(c) As of and at the Closing, risk of loss as to the Non-U.S. Assets shall pass from Seller and each Local Seller to Purchaser and its designees except as may otherwise be provided herein and the Business shall be operated for the risk and account of Purchaser as of such date.
(d) Seller hereby agrees to pay, perform and discharge when due, indemnify and hold harmless Purchaser and its Affiliates against (and shall cause its Affiliates, as appropriate to agree to pay, perform and discharge when due, and indemnify and hold harmless Purchaser and its Affiliates against) all of the Excluded Liabilities.
(e) The Non-U.S. Assets shall be sold, conveyed, transferred, assigned and delivered, and the Non-U.S. Liabilities shall be assumed, pursuant to transfer and assumption agreements ...
