Sale of the Business. Subject to the terms and conditions of this agreement, on the Completion Date the Vendor shall sell and the Purchaser shall purchase the Business Assets and the Purchaser shall assume the Business Liabilities.
Sale of the Business. 2.1 Subject to the terms and conditions of this Agreement the Seller hereby agrees to contribute to the Purchaser and the Purchaser hereby agrees to accept from the Seller the Business.
2.2 Subject to the conclusion of the Economic Ownership Transfer Agreement and the execution of the Deed of Assignment in accordance with clause 6.2, the Business shall be transferred in accordance with clause 10 by way of a contribution in kind (inbreng in natura) on depositary receipts for (class B) ordinary shares in the capital of the Purchaser (the “uniQure DRs”), which uniQure DRs shall be issued to the Seller as consideration. The number of uniQure DRs to be issued to the Seller shall be equal to the number of shares in the Seller that shall be outstanding on the Completion Date.
Sale of the Business. In the event that the Foretold, LLC sells substantially controlling interest of its assets or the Shareholder sells substantially controlling interest of his shares in Foretold, LLC prior to the fulfillment of this Royalty Fee Agreement, Foretold, LLC shall pay the Loan Investor within 10 business days the remainder of the fee due the Loan Investor, bringing the total Royalty Fee amount to equal to the maximum Royalty Fee as described in section 1.1 above.
Sale of the Business. The seller sells, transfers and cedes to the purchaser as an indivisible whole and as a going concern with effect from the effective date from which date the risk in and benefit of the business shall vest in the purchaser, the business comprising -
3.1. the goodwill thereof;
3.2. the exclusive right to use the name;
3.3. the fixed assets;
3.4. the stock;
3.5. deposits made by the seller in respect of the business;
3.6. the debtors; (any debtors not recovered within 90 (ninety) days from the effective date will be refunded by the seller to the purchaser);
3.7. the creditors;
3.8. the bank overdrafts and bank accounts;
3.9. all contracts of the business concluded in the ordinary course of business, including orders relating to stock undelivered as at the effective date, the purchaser acknowledging having been given copies of the contracts listed in Annexure B, but excluding any debts and any liabilities other than any liabilities contemplated in clause 8.1.1 in respect of the contracts and the name.
Sale of the Business. 2.1.1. Subject to the terms and conditions of this Agreement the Seller hereby contributes to the Purchasers and the Purchasers hereby accept or assume (as the case may be), as a going concern, from the Seller, the economic ownership of the Business with the effect as of the signing date of this Agreement (the Effective Date), whereby:
(A) the economic ownership of the Business Intellectual Property Rights is hereby transferred to AMT IP BV; and
(B) the economic ownership of the other Business Assets and Business Liabilities are hereby transferred to AMT BV.
2.1.2. The Seller expressly confirms that the Purchasers shall not purchase or assume any other assets and liabilities than the Business Assets and Business Liabilities, and that all other assets and liabilities are excluded from the sale and purchase of the Business, including the Excluded Contracts.
2.1.3. The economic benefit and burden of the Business shall be for the risk and account of the Purchasers with effect as of the Effective Date, it being understood that the Business Assets and Business Liabilities, to the extent they relate to any period after the Effective Date, shall be for the risk and account of the Purchasers and that the Business Assets and Business Liabilities, to the extent they relate to any period before the Effective Date, shall be for the risk and account of the Seller.
2.1.4. The Seller covenants that it has the right to sell and transfer or assign (as the case may be) to the Purchasers the economic ownership of the Business on the terms and conditions set out in this Agreement.
2.1.5. In connection with the contribution set forth in Clause 2.1.1 above, the Seller hereby undertakes to transfer the legal title (juridische eigendom) to the Business to the Purchasers in accordance with Clause 3, whereby:
(A) the legal title to the Business Intellectual Property Rights will be transferred to AMT IP BV; and
(B) the legal title to the other Business Assets and Business Liabilities will be transferred to AMT BV.
2.1.6. The respective parts of the Business shall be transferred to AMT IP BV and AMT BV by way of a contribution in kind (inbreng in natura) on the ordinary shares in the capital of the Purchasers held by the Seller, without the issuance of new shares. The value of the respective parts of the Business will be recorded as share premium (agiostorting) in the books of AMT IP BV and AMT BV.
Sale of the Business. Selling, transferring, leasing, exchanging or otherwise disposing of all or substantially all of the assets of the Corporation or one or more of its Subsidiaries.
Sale of the Business. All rights of the Representative to sell the Business terminate upon any termination of this agreement pursuant to clause 15.2. Otherwise a sale of the Business may occur in the following scenarios:
(a) Voluntarily to a Third Party
Sale of the Business. The seller sells, transfers and cedes to the purchaser as an indivisible whole and as a going concern with effect from the effective date from which date the risk in and benefit of the business shall vest in the purchaser, the business comprising -
3.1. the exclusive right to use the name;
3.2. the fixed assets;
3.3. deposits made by the seller in respect of the business;
3.4. the debtors (any debtors not recovered within 90 (ninety) days from the effective date will be refunded by the seller to the purchaser);
3.5. the creditors;
3.6. the bank overdrafts and bank accounts; but excluding any debts and any liabilities other than any liabilities contemplated in clause 8.1.1 in respect of the contracts and the name.
Sale of the Business. 6.1. The seller sells, transfers and cedes to the purchaser as a going concern, with effect from the effective date from which date the risk in and the benefit to the business shall vest in the purchaser, the business described in ANNEXURE D hereto and comprising the assets and liabilities as reflected in the NIBAM effective date accounts applicable to the business.
6.2. The parties agree that Section 197(2) of the Labour Relations Act, 1995 is applicable to the seller in terms of this agreement and that accordingly the employment of each employee of the seller, employed in regard to the business, will continue in force with the purchaser as the "new employer". The parties agree that no agreements contemplated in terms of section 197(3) of that Act will be concluded.
6.3. This transaction shall not be advertised as contemplated by Section 34 of the Insolvency Act, 1936. The seller hereby indemnifies the purchaser against any loss or damage which may be sustained or incurred by the purchaser as a result of the provisions of section 34 of the Xxxxxxxxxx Xxx, 0000, being invoked by any creditor in respect of the business.
6.4. The seller and the purchaser agree that the business is disposed of as a going concern and for the purposes of Section 11(1)(e) of the Value- Added Tax Act, 1991, agree that the business will be an income earning activity on the effective date and the implementation date and that the assets which are necessary for carrying on the business have been disposed of by the seller to the purchaser in terms hereof. If, notwithstanding the aforegoing, value-added tax is payable in respect of any of the assets sold in terms hereof, the same shall be borne and paid by the purchaser.
Sale of the Business. (a) Notwithstanding anything to the contrary contained in this Agreement, in the event that the Company is sold to a bona fide third party purchaser, whether by a sale of assets, membership interests or otherwise (a “Sale of the Business”), on or before the first anniversary of the date of this Agreement, the following provisions shall apply:
(i) if the aggregate sales price received by the Company (or the Members in the event of a sale of membership interests) (the “Sales Price”) is equal to the Base Amount or less, the sales proceeds shall be distributed to the Members in the same manner as set forth in Section 13.2; and
(ii) if the Sales Price is greater than the Base Amount, (A) an amount equal to the Base Amount shall be distributed to the Members in the same manner as set forth in Section 13.2, (B) MGPI shall first receive a disproportionate distribution equal to 15% of any amounts above the Base Amount up to $50,000,000 (the “First Overage”), with the remaining 85% of the First Overage being distributed to the Members in the same manner as set forth in Section 13.2; and (ii) MGPI shall first receive a disproportionate distribution equal to 20% any amounts in excess of the First Overage (the “Second Overage”), with the remaining 80% of the Second Overage being distributed to the Members in the same manner as set forth in Section 13.2.
(b) Notwithstanding anything to the contrary contained in this Agreement, in the event of a Sale of the Business after the first anniversary but on or before the second anniversary of the date of this Agreement, the formulae above will remain the same, provided, however, that MGPI shall receive as a disproportionate distribution (i) 7.5% of the First Overage (instead of 15%) and (ii) 10% of the Second Overage (instead of 20%).
(c) For the purposes of this Section 13.6:
