SALE AND PURCHASE OF THE Clause Samples
The "Sale and Purchase of the" clause establishes the fundamental agreement between parties for the transfer of ownership of specified goods, assets, or property from the seller to the buyer. This clause typically outlines what is being sold, the quantity or description of the items, and may reference attached schedules or exhibits for further detail. Its core practical function is to clearly define the subject matter of the transaction, ensuring both parties understand exactly what is being bought and sold, thereby reducing the risk of disputes over the scope of the agreement.
SALE AND PURCHASE OF THE. NUON SHARES AND THE SUBORDINATED LOAN -------------------------------------------------------------------------
SALE AND PURCHASE OF THE. SALE SHARES 7
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. Equity Shares; the Closing --------------------------------------------------- In reliance upon the representations made in Section 1.3 hereof and subject to the terms and conditions set forth herein and in the other Documents, the Company hereby agrees to sell to you 481,000 Equity Shares at a purchase price equal to Five Million U.S. Dollars ($5,000,000.00). In reliance upon the representations and warranties of the Company contained herein and in the other Documents, and subject to the terms and conditions set forth herein and therein, you hereby agree to purchase such Equity Shares from the Company. The sale and purchase of the Equity Shares shall take place at a closing (the "Closing") at the offices of the Company, as identified above, on ------- September 14, 1999 or such other business day as may be agreed upon by you and the Company (the "Closing Date"). At the ------------ Closing, upon receipt by the Company of the full purchase price of the Equity Shares subscribed for hereunder by intra-bank or federal funds bank wire transfer of same day funds to such bank account as the Company shall designate at least two business days prior to the Closing, the Company will deliver to you the Equity Shares to be purchased by you (in such permitted denomination or denominations and registered in your name or the name of such nominee or nominees (not to exceed ten (10) in number) as you may request). If at the Closing any of the conditions to the Closing specified in this Agreement shall not have been fulfilled to your reasonable satisfaction or if the Closing fails to occur on or before November 13, 1999 due to no fault of your own, you shall, at your election and notwithstanding anything to the contrary in this Agreement, be relieved of all further obligations under this Agreement without thereby waiving any rights you may have by reason of such nonfulfillment or failure. Nothing in this Section 1.2 shall operate to relieve the Company from any of its obligations under this Agreement. You hereby waive any and all preemptive rights, as a holder of Equity Shares, to purchase additional Equity Shares in the proposed initial public offering in the United States of American Depositary Shares and related transactions (the "IPO"). ---
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
SALE AND PURCHASE OF THE. Purchased Assets and Assumption of the Assumed Liabilities At the Closing, and subject to the terms and conditions of this Agreement: (a) Gold ▇▇▇▇ shall sell, transfer, convey, assign and deliver to Southern States, and Southern States shall purchase and acquire from Gold ▇▇▇▇, the Purchased Assets free and clear of all Liens, and (b) Gold ▇▇▇▇ shall assign to Southern States, and Southern States shall assume from Gold ▇▇▇▇, the Assumed Liabilities. No other liabilities of Gold ▇▇▇▇ arising out of the Inputs Business, the ownership or operation of any of the Purchased Assets, the consummation of the transactions under this Agreement or otherwise, except as expressly provided in this Agreement, shall be assumed by Southern States.
SALE AND PURCHASE OF THE. SHARES 12 ARTICLE 3 THE CLOSING 15
SALE AND PURCHASE OF THE. SHARES 16