Sale and Purchase of Properties. 6 3. PROPERTIES - REAL AND PERSONAL ASSETS ................................ 7
Sale and Purchase of Properties. (a) On the terms and conditions hereinafter provided, Seller shall sell and convey to Purchaser, and Purchaser shall purchase and acquire from Seller, Seller’s right, title and interest in and to the Properties.
(b) During the Due Diligence Period, Seller may remove one or more Properties from this Agreement; provided that Seller shall not remove Properties that decrease the Purchase Price, in the aggregate, by more than 10% without Purchaser’s prior written consent, which consent may be withheld in Purchaser’s sole discretion. For each Property removed pursuant to this Section 2(b), Seller shall reimburse Purchaser for all out-of-pocket expenses incurred by Purchaser in connection with the Due Diligence Inspections for such removed Property.
(c) For each Property removed from this Agreement during the Due Diligence Period, the Purchase Price shall be reduced by subtracting therefrom an amount equal to the Agreed Upon Percentage, as set forth on Exhibit B hereto, for each removed Property multiplied by the Purchase Price. Following all such reductions, Exhibit B shall be modified to proportionally reallocate the reduced Purchase Price among the remaining Properties and the Agreed Upon Percentage for each Property for all of the Properties shall be adjusted accordingly.
Sale and Purchase of Properties. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, XXXX shall sell, transfer, assign, convey and deliver to Purchaser, and Purchaser shall purchase from XXXX, on a going concern basis, free and clear of all Liens (except for Permitted Liens), all tangible and intangible assets, real and personal properties and business owned or held or used primarily in the conduct of the Business by the Company as the same shall exist on the Closing Date (herein collectively called the "Properties" and individually called a "Property"), including, without limitation, all right, title and interest of XXXX and the Company in, to and under:
(a) All raw materials, supplies, work-in-process, finished products and other materials included in the inventory of the Company;
(b) The real property, together with the buildings and improvements erected thereon and appurtenant rights, listed or described in Schedule 2.1.6;
(c) The real property leases and leasehold improvements listed or described in Schedule 2.1.6;
(d) Timber tracts listed or described in Schedule 2.1.13;
(e) The machinery, equipment, vehicles, furniture and other personal property of the Company as more particularly described in Schedule 1.1;
(f) The personal property leases listed in Schedule 2.1.13;
(g) The contracts, agreements or understandings listed or described in Schedule 2.1.13 or assumed by Purchaser pursuant to Section 1.4(a);
(h) All mailing lists, customer lists, subscriber lists, patents, patent applications, processes, trade secrets, know-how, trade names, trademarks, service marks, copyrights and other proprietary or confidential information or intellectual property used in or relating exclusively to the Business, including, without limitation, the name "Lea Lumber & Plywood" and all variants thereof;
(i) All assignable or transferrable permits, licenses, authorizations, registrations, consents and approvals relating to the Business or any Property, whether governmental or otherwise; and
(j) All books and records of the Company relating exclusively to the Business or any of the Properties.
Sale and Purchase of Properties. (a) On the terms and conditions hereinafter provided, Seller shall convey to Purchaser, and Purchaser shall acquire from Seller, Seller's right, title and interest in and to all of the Properties.
(b) During the Due Diligence Period, Seller may (i) substitute one or more Properties with one or more real properties identified by Seller and approved by Purchaser (individually, a "Substitute Property", and collectively, the "Substitute Properties") in accordance with the provisions of this Section 2(b), (ii) remove one or more Properties covered by this Agreement, however, Seller shall not, in the aggregate, remove Properties from this Agreement which decrease the NBV Purchase Price by more than 20%, without Purchaser's prior written consent, which consent may be withheld in Purchaser's sole discretion, or (iii) add one or more properties to this Agreement ("Additional Properties"). If Seller elects to convey Substitute Properties or Additional Properties to Purchaser, Seller shall deliver to Purchaser written notice containing the information contained on Exhibit A regarding such Property, Seller's net book value for each Property, and all other information required by this Agreement ("Substitute Property Information"). For Substitute Properties and Additional Properties, Purchaser shall have ten (10) days to review the Substitute Property Information and approve the Substitute Property or Additional Property, as applicable. Purchaser shall disapprove of a Substitute Property or Additional Property by delivering written notice to Seller prior to the expiration of the 10-day
Sale and Purchase of Properties. 1.1. Subject to the conditions and upon the terms of this Agreement, Sellers shall sell and transfer to Buyers, and Buyers shall purchase from Sellers, Sellers' rights, title and interests in and to all of the Real Estate, Buildings and Personalty constituting the Facilities described on Exhibit C hereto (individually, a "Property" and, collectively, the "Properties").
1.2. For purposes of this Agreement, the following capitalized terms have the following meanings:
Sale and Purchase of Properties. On the terms and conditions hereinafter provided, Seller shall convey to Purchaser, and Purchaser shall acquire from Seller, Seller's right, title and interest in and to all of the Properties. It is the intention of the parties that Seller shall convey, and Purchaser shall acquire, all of the Properties. Purchaser shall have no right to acquire some, but not all, of the Properties.
Sale and Purchase of Properties. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell, assign, convey and deliver to Buyer, and Buyer hereby agrees to purchase and acquire from Seller, on the terms set forth herein, all of Seller’s right, title and interest in and to the Royalty NPI. All persons are referred to the NPI Conveyance for the terms thereof and for specific descriptions of the Royalty NPI created under the NPI Conveyance, and to the letter from ECA dated October 4, 2012 regarding potential Chargeable Costs under the Royalty NPI Conveyance as well as corrections to the interests to be conveyed to Buyer, a copy of which is attached hereto as Exhibit G.
Sale and Purchase of Properties. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell, assign, convey and deliver to Buyer, and Buyer hereby agrees to purchase and acquire from Seller, on the terms set forth herein, all of Seller’s right, title and interest in and to the Royalty NPI. All persons are referred to the NPI Conveyance for the terms thereof and for specific descriptions of the Royalty NPI created under the NPI Conveyance.
Sale and Purchase of Properties. (a) On the terms and conditions herein provided, Seller shall sell and convey to Purchaser, and Purchaser shall purchase and acquire from Seller, Seller’s right, title and interest in and to all of the Properties.
(b) Seller and Purchaser agree that, under the terms of this Agreement, certain of the Properties (or Substitute Properties) described herein may not be conveyed to the Purchaser. Accordingly, the terms “Property” and “Properties” shall not be deemed to mean any property that, pursuant to the terms hereof, Seller is no longer obligated to convey to Purchaser or Purchaser is no longer obligated to acquire from Seller. Further, any obligation of either Seller or Purchaser as to such a property shall terminate (for example, the obligation to cure Objections); but the foregoing is not intended to terminate any obligations that pertain to such a property that would have survived the termination of this Agreement (for example, the obligation to indemnify Seller for any damages arising out of Purchaser’s inspection of the property during due diligence).
(c) Notwithstanding anything to the contrary set forth in this Agreement, Seller and Purchaser agree that it is a condition of:
(i) Seller’s (but not Purchaser’s) obligation to close title hereunder to all the Properties, that title to the Required Properties is conveyed at the Closing;
(ii) Seller’s (but not Purchaser’s) obligation to close title hereunder to all the Properties, that the Operating Lease Condition shall be satisfied. Seller acknowledges that Seller’s Corporate Accounting Policy Department, has advised Seller that the Operating Lease Condition, if determined today, would be satisfied;
(iii) Seller’s (but not Purchaser’s) obligation to close title hereunder to all the Properties, that the Aggregate Percentage is not less than 58% and not more than 72% (the “Aggregate Percentage Condition”); and
(iv) Purchaser’s obligation to close title hereunder to all the Properties, that the Aggregate Percentage is not less than 58%.
(d) Seller and Purchaser shall each have the right to waive any or all of the conditions set forth in Section 2(c) which is for its benefit. In the event the closing of title shall not take place for a failure of any of the aforesaid conditions, this Agreement shall terminate. Upon such termination, Seller shall refund the Downpayment to Purchaser and reimburse Purchaser for its Due Diligence Costs as required by Section 13(c) hereof, whereupon neither party shall have any ...
Sale and Purchase of Properties
