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. This 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 Shanxi Hospital entered into the Sale and Purchase Agreement on 5 November 2015. The principal terms of the Sale and Purchase Agreement are set out below. 5 November 2015 Purchaser: the JV Company Vendor: Shanxi Hospital To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, Shanxi Hospital and its ultimate beneficial owners are Independent Third Parties. The Machinery and Equipment comprised certain machinery and equipment including medical equipment such as endoscope, X-ray machine, and multi-functional operation table owned by Shanxi Hospital. Pursuant to the Sale and Purchase Agreement, the JV Company purchased the Machinery and Equipment from Shanxi Hospital for a total consideration of RMB20,000,000.00 (equivalent to approximately HK$24.4 million), which shall be leased back to Shanxi Hospital in accordance with the Finance Lease Agreement. The book asset value of the Machinery and Equipment is RMB20,394,052.92 (equivalent to approximately HK$24.9 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 RMB2,000,000.00 (equivalent to approximately HK$2.44 million) as part of the consideration to Shanxi Hospital:–
(i) The JV Company having received “Payment Notice 1” from Shanxi Hospital;
(ii) The JV Company having received the ordinary value-added tax (VAT) invoice in the amount of RMB2,000,000.00 (equivalent to approximately HK$2.44 million) payable to the JV Company;
(iii) The JV Company having received the acceptance of the leased asset issued by Shanxi 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 RMB18,000,000.00 (equivalent to approximately HK$22.0 million) as balance of the consideration to Shanxi Hospital:–
(i) The JV Company having received “Payment Notice 2” from Shanxi Hospital; and
(ii) The JV Company having received the ordinary value-added tax (VAT) invoice in the amount of RMB18,000,000.00 (equivalent to approximately HK$22.0 million) payable to the JV Company. The consideration in respect of the sale and purchase of the Machinery and Equipment was funded by interna...
SALE AND PURCHASE AGREEMENT. THE UNDERSIGNED:
SALE AND PURCHASE AGREEMENT. (a) The Guarantor and the Buyer will no later than the Effective Date, conclude the sale and purchase of all the Shares.
(b) The Borrower undertakes to cooperate with the Guarantor and the Buyer (to the extent applicable) to effect and complete a transfer of the title in the Shares and deliver the Shares to the Buyer no later than the Effective Date.
SALE AND PURCHASE AGREEMENT. Further to a sale and purchase agreement relating to the acquisition of the burn-in testing division business dealing with testing of semiconductor components dated the day of 2004 ["Sale and Purchase Agreement"], made between the Landlord as seller and the Tenant as buyer, it is a term of the said Sale and Purchase Agreement that the Landlord shall agree to sub-let the Demised Premises to the Tenant with effect from the Commencement Date upon the terms and conditions herein.
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.
