SALE AND PURCHASE AGREEMENT. This Sale and Purchase Agreement.
SALE AND PURCHASE AGREEMENT. The US Borrower and any applicable Restricted Subsidiary shall not amend or waive any of the terms of the Sale and Purchase Agreement in any way that would reasonably be expected to be materially adverse to the interests of the Lenders. The US Borrower and any applicable Restricted Subsidiary shall consult with the Agents in connection with any litigation or arbitration proceeding to which it is a party involving the Sale and Purchase Agreement.
SALE AND PURCHASE AGREEMENT. The Board of Directors of Emerging Towns & Cities Singapore Ltd. ("
SALE AND PURCHASE AGREEMENT. Principal terms of the Sale and Purchase Agreement are set out as follows:
SALE AND PURCHASE AGREEMENT. The Board announces that the JV Company and Hongze Hospital entered into the Sale and Purchase Agreement on 28 June 2018. The principal terms of the Sale and Purchase Agreement are set out below. 28 June 2018 Purchaser: the JV Company Vendor: Hongze Hospital To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, Hongze Hospital and its ultimate beneficial owners are Independent Third Parties. The Machinery and Equipment comprised certain machinery and equipment including medical equipment such as semi-conductor laser treatment system, patient monitor, ultrasound diagnosis system, defibrillator, ventilator and ambulance owned by Hongze Hospital. Pursuant to the Sale and Purchase Agreement, the JV Company purchased the Machinery and Equipment from Hongze Hospital for a total consideration of RMB30,000,000.00 (equivalent to approximately HK$36.00 million), which shall be leased back to Hongze Hospital in accordance with the Finance Lease Agreement. The book asset value of the Machinery and Equipment is RMB43,336,948.00 (equivalent to approximately HK$52.00 million). Pursuant to the Sale and Purchase Agreement, the JV Company shall, within 25 working days after the fulfillment of all the following conditions, make the first payment of RMB3,000,000.00 (equivalent to approximately HK$3.60 million) as part of the consideration to Hongze Hospital:-
(i) The JV Company having received “Payment Notice 1” from Hongze Hospital;
(ii) The JV Company having received the invoice or other proof recognised by the local tax authority in the amount of RMB3,000,000.00 (equivalent to approximately HK$3.60 million) payable by the JV Company;
(iii) The JV Company having received the acceptance of the leased asset issued by Hongze Hospital; and
(iv) The JV Company having confirmed the receipt of the effective documents as stated in the Finance Lease Agreement. Pursuant to the Sale and Purchase Agreement, the JV Company shall, within 25 working days after the fulfillment of all the following conditions, make the second payment of RMB27,000,000.00 (equivalent to approximately HK$32.40 million) as balance of the consideration to Hongze Hospital:-
(i) The JV Company having received “Payment Notice 2” from Hongze Hospital; and
(ii) The JV Company having received the invoice or other proof recognised by the local tax authority in the amount of RMB27,000,000.00 (equivalent to approximately HK$32.40 million) payable by the JV Company. Th...
SALE AND PURCHASE AGREEMENT. THE UNDERSIGNED:
SALE AND PURCHASE AGREEMENT. Seller has delivered a true and complete copy of the Sale and Purchase Agreement to Buyer. There is no existing default, no event has occurred that after notice or lapse of time, or both, will constitute default, under the Sale and Purchase Agreement.
SALE AND PURCHASE AGREEMENT. Pre-Completion Receivables means all receivables accrued by, or prepaid or owed to, any member of the Seller’s Group (excluding the Target Group Companies) from customers in relation to ordinary course trading activities of the Business at or prior to the Effective Time; Products has the meaning set out in consideration (A);
SALE AND PURCHASE AGREEMENT. 2.1 It was noted that it was proposed that the Company should acquire certain Series A and Series B preferred shares of the Company (the “Sale Shares”) subject to the terms and conditions of the Sale and Purchase Agreement entered into between PraxCapital Fund II, L.P., Exuberance Investment Limited, Gersec Trust Reg., China Environment Fund 2004, LP, as vendors (the “Vendors”), and the Company as purchaser (the “Sale and Purchase Agreement”)
2.2 It was noted that as part of the Sale and Purchase Agreement, the following share transfers would be done:
(a) a share transfer (“Transfer 1”) in respect of 48,238 Series A Preferred Shares of the Company from PraxCapital Fund II, L.P. as the transferor to the Company as the transferee;
(b) a share transfer (“Transfer 2”) in respect of 72,079 Series B Preferred Shares of the Company from Exuberance Investment Limited as the transferor to the Company as the transferee;
(c) a share transfer (“Transfer 3”) in respect of 8,009 Series B Preferred Shares of the Company from Gersec Trust Reg. as the transferor to the Company as the transferee;
SALE AND PURCHASE AGREEMENT. Closing hereunder shall occur simultaneously with transfer of all outstanding shares of the Company to SHW, as contemplated by that certain Agreement for Sale and Purchase of Shares of Stock, dated December 21, 1998, by and between Hokuriku and SHW, as amended (the "Sale and Purchase Agreement"), provided, however, that the transfer of shares contemplated under the Sale and Purchase Agreement shall be deemed to have occurred immediately prior to Closing hereunder.