SALE AND PURCHASE OF THE SALE INTERESTS. 2.1 Subject to the terms and conditions of this Agreement, each of the Vendors, as beneficial owners of the respective portion of Sale Interests as set out in Schedule 2, shall sell and the Purchaser shall, relying on the warranties and indemnities herein contained, purchase or procure its nominee to purchase the Sale Interests, with full title guarantee with effect from the date of this Agreement free from all Encumbrances together with all rights now or hereafter attaching thereto including but not limited to all dividends paid, declared and/or made in respect thereof on or after the date of this Agreement. 2.2 The parties acknowledge and agree that the Vendors will enter into a share transfer agreement with the Purchaser's Nominees as referred to in Clause 3.1(b), pursuant to which the Purchaser's Nominees will be registered as the beneficiary owner of the Sale Interests in accordance with the instructions of the Purchaser. That share transfer agreement is the appendix to this agreement. 2.3 The Purchaser and/or the Purchaser's Nominees shall not be obliged to purchase any portion of the Sale Interests unless the purchase of all the Sale Interests is completed simultaneously.
Appears in 4 contracts
Samples: Agreement for Sale and Purchase of Certain Interest in the Registered Capital (Hartcourt Companies Inc), Agreement for Sale and Purchase of Certain Interest in the Registered Capital (Hartcourt Companies Inc), Agreement for Sale and Purchase of Certain Interest in the Registered Capital (Hartcourt Companies Inc)
SALE AND PURCHASE OF THE SALE INTERESTS. 2.1 Subject to the terms and conditions of this Agreement, each of the Vendors, as beneficial owners of the respective portion of Sale Interests as set out in Schedule 2, shall sell and the Purchaser shall, ---------- relying on the warranties and indemnities herein contained, purchase or procure its nominee to purchase the Sale Interests, with full title guarantee with effect from the date of this Agreement free from all Encumbrances together with all rights now or hereafter attaching thereto including but not limited to all dividends paid, declared and/or made in respect thereof on or after the date of this Agreement.
2.2 The parties acknowledge and agree that the Vendors will enter into a share transfer agreement with the Purchaser's Nominees as referred to in Clause 3.1(b), pursuant to which the Purchaser's Nominees will be ------------- registered as the beneficiary owner of the Sale Interests in accordance with the instructions of the Purchaser. That share transfer agreement is the appendix to this agreement.
2.3 The Purchaser and/or the Purchaser's Nominees shall not be obliged to purchase any portion of the Sale Interests unless the purchase of all the Sale Interests is completed simultaneously.
Appears in 2 contracts
Samples: Agreement for Sale and Purchase of Certain Interest in the Registered Capital (Hartcourt Companies Inc), Agreement for Sale and Purchase of Certain Interest in the Registered Capital (Hartcourt Companies Inc)