SALE AND PURCHASE OF THE. TCH SHARES, THE 0.001% EQUITY PARTICIPATION AND THE DIRECT PURCHASED ASSETS
SALE AND PURCHASE OF THE. SALE INTERESTS
1.1 As at the date of this Agreement, the registered capital of Shanghai Jiumeng and Shanghai Huaqing is Rmb5,500,000 and Rmb20,000,000 respectively. Both companies are validly existing and duly incorporated. The Vendor owns 100% equity interest in the registered capital of Shanghai Jiumeng, and Shanghai Jiumeng owns 51% equity interest in the registered capital of Shanghai Huaqing, being the shareholder of Shanghai Huaqing legally.
1.2 The Vendor agrees to sell and the Purchaser agrees to buy the Sale Interests. Upon completion of the transaction, the Purchaser shall assume all the rights and liabilities in Shanghai Jiumeng as the beneficial owner.
1.3 Within five business days upon execution of the Agreement, the Vendor shall present the legal documents to the Purchaser proving its beneficial ownership in Shanghai Jiumeng and Shanghai Jiumeng’s beneficial ownership in Shanghai Huaqing hereof.
SALE AND PURCHASE OF THE. SALE SHARES 7
SALE AND PURCHASE OF THE. NUON SHARES AND THE SUBORDINATED LOAN -------------------------------------------------------------------------
SALE AND PURCHASE OF THE. SALE SHARES; COMPLETION; THE COMPLETION DATE; AND CONSIDERATION
2.1 As of the Completion Date, the Seller shall sell and transfer all right, title and interest, free from all Encumbrances (it being understood that the existing lenders of the Seller under the Existing Credit Facilities shall release any Encumbrance on the Sale Shares or the assets of the Sale Companies at the Completion and the new lenders to the Buyer under the New Credit Facilities will have Encumbrances on the Sale Shares, subject to the terms of the New Credit Facilities, upon the Completion once beneficial ownership in the Sale Shares rests in the hands of the Buyer and the terms of the New Credit Facilities apply), and the Buyer shall buy the Sale Shares, together with all rights that attach (or may in the future attach) to them including, in particular, the right to receive all dividends and distributions declared, made or paid on or after the date of this Agreement, in consideration for the Consideration to be paid, or effected, by or on behalf of the Buyer as of the Completion Date.
2.2 The Completion shall occur as promptly as possible after the satisfaction or, where possible, waiver of the conditions set forth in Clause 5, which is expected to be on the Completion Date.
SALE AND PURCHASE OF THE. TCH SHARES, THE 0.001% EQUITY PARTICIPATION AND THE DIRECT PURCHASED ASSETS.................. 4 2.1 Sale and Purchase of the TCH Shares............................. 4 2.2 Sale and Purchase of the 0.001% Equity Participation............ 4 2.3 Sale and Purchase of the Direct Purchased Assets................ 4 2.4
SALE AND PURCHASE OF THE. SHARES 2.1 GEC shall sell with full title guarantee the Shares and the Purchaser shall purchase or procure the purchase of the Shares. The Shares shall be free from all claims, liens, charges, encumbrances and equities whatsoever and shall be sold with all rights attached or accruing to them at Completion including, without limitation, the right to receive all dividends, distributions or any return of capital hereafter declared, paid or made in respect of periods commencing on or after Completion. 3. CONSIDERATION
SALE AND PURCHASE OF THE. Companies Shares. On the terms and subject to conditions of this Agreement, at the Closing (defined below), the Shareholders shall sell, transfer, assign, convey and deliver to Ideal, free and clear of all adverse claims, security interests, liens, claims and encumbrances (other than restrictions under applicable securities laws or as expressly agreed to herein by the Companies), and Ideal shall purchase, accept and acquire all of the Companies Shares from the Shareholders, such purchase and sale being herein sometimes referred to as the "Exchange." Ideal shall receive good and merchantable title to the Companies Shares. It is intended among all the parties that the Exchange shall constitute a tax-free reorganization within the meaning of Sections 351 and 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended ("Code").
SALE AND PURCHASE OF THE. SHARES 12 ARTICLE 3 THE CLOSING 15
SALE AND PURCHASE OF THE. Development Site
1.1 SELLER agrees to sell and convey to PURCHASER, and PURCHASER agrees to purchase and accept from SELLER, the Development Site, which is (i) a + acre portion of lands along the Marcy-SUNYIT Parkway (ii) located in approximately the area which is designated as Phase 1 on the Concept Sketch Plan attached hereto and made a part hereof as Exhibit “C” and (iii) to have its legal description determined by a NYS-licensed land surveyor to be retained by SELLER (the “Surveyor”), at SELLER’S cost and expense, who shall be required by SELLER to undertake an ALTA survey of the Development Site, and prepare a survey map (the “Survey Map ”) showing, among other things, the perimeter boundaries thereof (by bearings and distances). The aforesaid legal description of the Development Site (as shown on the Survey Map) shall be the legal description used in the deed hereinafter required to be delivered by SELLER to convey the Development Site to PURCHASER (the “Deed”). The Survey Map shall be referenced in the Deed and filed in the County Clerk’s office simultaneously with or prior to recording the Deed. The sale and purchase of the Development Site shall also include, and be deemed to include within its definition, and the Deed shall also contain, any and all other existing rights, covenants, easements and rights-of-way of record benefiting the Development Site, as well as any other easements or rights-of-way as may expressly hereinafter be provided to be included in the Deed.
2.1 The purchase price (the "Purchase Price") for the Development Site (before any applicable adjustments are made thereto pursuant to this Agreement) shall be computed as follows: The Purchase Price for the Sale Parcel shall be the sum of
