Terms of Acquisition. A certificate of a senior officer of the --------------------- Company, dated the Effective Date, to the effect that (i) the cash portion of the purchase price paid by the Company in the Acquisition will not exceed $4,000,000,000 and (ii) the fees and expenses relating to the Acquisition will be substantially consistent with the amount set forth in the table of sources and uses heretofore furnished to the Co-Administrative Agents.
Terms of Acquisition. In accordance with the provisions of this Agreement and the requirements of applicable law, ElectroHealing will acquire from the Kxxxxxx one hundred percent (100%) of the ownership interests in the Assigned Patent, and, accordingly, ElectroHealing will be the sole owner of the Assigned Patent. Consummation of this Agreement will be upon the following terms and subject to the conditions set forth herein:
Terms of Acquisition. The Acquisition of any Investment pursuant to a Transaction Notice will be subject to the following terms and conditions:
Terms of Acquisition. 5 Section 2.01. Purchase and Sale of Tax Liens...........................5 Section 2.02.
Terms of Acquisition. A certificate of a senior officer of the -------------------- Company, dated the Amendment Effective Date to the effect that (i) the cash portion of the purchase price paid by the Company for the Acquisition does not exceed $3,000,000,000 plus or minus the aggregate purchase price adjustment as provided in the Asset Purchase Agreement, (ii) assuming that the Acquisition had been consummated on September 30, 1995, the amount of pension liabilities that would have been assumed by the Company in connection with the Acquisition (excluding those arising under the Seller's "Executive Plan" up to $33,000,000) would not have exceeded $478,000,000 and the amount of other post-retirement benefits liabilities that would have been assumed by the Company in connection with the Acquisition would not have exceeded $110,000,000, in each case as reflected on the balance sheet of the Acquired Business as at September 30, 1995 (subject to adjustments at the closing of the Acquisition and to the restatement thereof on the books of the Company) and (iii) the fees and expenses relating to the Acquisition will not exceed $135,000,000.
Terms of Acquisition. 1. Party A shall acquire from Party B thirteen VLOV stores (collectively the “VLOV Stores”) in Fujian Province by June 30, 2011 (the “Closing Date”) for a purchase price of XXX 00.0 xxxxxxx (xxx “Xxxxxxxx Xxxxx”), XXX 17.1 million of which shall be paid upon the execution of this Agreement and the remaining XXX 00 xxxxxxx xxxxx xx paid by the Closing Date.
2. Party A shall acquire all goods and properties in the VLOV Stores as of the Closing Date for no additional costs to the Purchase Price.
3. Party B shall deliver to Party A the administration and operations of the VLOV Stores in Fujian Province as of the Closing Date.
4. Party B shall undertake all debts and liabilities of the VLOV Stores as of the Closing Date.
5. Party A shall succeed the contracts that have been entered by the VLOV Stores.
Terms of Acquisition. (a) Contemporaneously with the execution and delivery of the Settlement- Related Documents, and subject to and in consideration of the terms and conditions of this Agreement, and in consideration of the payment to Sellers by the Company of the Settlement Payment set forth in Section 2.3 below, each of the Sellers will sell, convey and transfer to Company, and Company will purchase and accept from each of the Sellers, on the Closing Date, all right, title, and interest in and to the Purchased Interests, and Company will assume all obligations and liabilities of Sellers in the Purchased Interests, from and after the Closing Date (subject to the Sellers’ NDT Indemnification Obligations), payable at Closing.
(b) For the avoidance of doubt, the parties hereto acknowledge and agree it is their intention, as more specifically set forth in this Agreement, that each and all of the Sellers are selling or otherwise conveying to Company all of their respective ownership of, and all of their respective right, title, interest and Post-Closing Obligations in and to: (i) the Crystal River Unit 3 Plant; (ii) their respective CR-3 Decommissioning Trusts, and all proceeds and rights, and Post-Closing Obligations therein (subject to the Sellers’ NDT Indemnification Obligations; (iii) the Participation Agreement and the Settlement Agreement and Mutual Release dated May 31, 2002; and (iv) all XXXX insurance policies on which the Sellers are additional insureds, and to which each Seller who is also a Wholesale Customer may be entitled to replacement fuel payments. That is to say, following the Closing contemplated herein, and the payment to the Sellers as described herein, none of the Sellers will have any continuing ownership in, rights or obligations associated with, any of the foregoing, other than the Sellers’ indemnification obligations relating to their CR-3 Decommissioning Trusts for two (2) years after the Closing, as set forth in the Indemnification and Hold Harmless Agreement attached hereto as Exhibit “D” (the “Sellers’ NDT Indemnification Obligations”).
Terms of Acquisition. In accordance with the provisions of this Agreement and the requirements of applicable law, the Acquisition shall have an Effective Date of the date hereof. Consummation of the Acquisition shall be upon the following terms and subject to the following conditions:
Terms of Acquisition. A. The portion of the Cash Purchase Price referred to in Section 1.2(a)(ii) and payable pursuant to Section 1.2(d) shall be payable at Closing, subject to review of the FY99 Financial Statements and adjustment as provided in Section 1.4 of the Agreement.
Terms of Acquisition. The Parties acknowledge and agree that:
1.1 Pursuant to the Acquisition, Sky Ridge will acquire 950,000 SAMJ Shares from Southern Arc.
1.2 Pursuant to the Acquisition, Southern Arc will receive, pre-Consolidation (defined below) common shares in the capital of Sky Ridge (the “Sky Ridge Shares) in the aggregate amount of 47,500,000 Sky Ridge Shares.
1.3 Upon completion of the Transaction (as defined below), Sky Ridge will:
(a) change its name to “Japan Gold Corp.” (the “Name Change”);
(b) consolidate its share capital on the basis of one (1) Sky Ridge Share for every two (2) existing Sky Ridge Shares (the “Consolidation”);
(c) re-constitute its board of directors (the “Board”) such that it then consists of seven members, as follows: (i) Xxxx Xxxxxx, (ii) Xxxxxxx Xxxxxxx, (iii) Xxxxxx Xxxxxxxxx, (iv) Xxxx Xxxxxxxx, (v) Xxxxx Xxxx, and two additional directors to be agreed upon and appointed as soon as reasonably practical;
(d) appoint Xx. Xxxx Xxxxxx as its Chief Executive Officer and Chairman;
(e) appoint Xxxxxxx Xxxxxxx as its President and Chief Operating Officer;
(f) appoint Xxxxxxx Xxxx as its Chief Financial Officer and Corporate Secretary; and
(g) appoint Xxxx Xxxxxxx as Executive Vice President.
1.4 Until the completion of the Acquisition, Sky Ridge agrees not to issue any further equity securities (or debt convertible into equity), except as contemplated in this Agreement, without the written consent of Southern Arc.
1.5 In connection with the Acquisition, Sky Ridge will complete a private placement (the “Concurrent Financing” and together with the Acquisition, the “Transaction”) of equity securities (the “Financing Securities” and each a “Financing Security”) for gross proceeds of $7,000,000 at a price of $0.20 per Financing Security (on a pre-Consolidation basis). Any securities issued in connection with the Concurrent Financing will be subject to a four-month statutory hold period.
1.6 Sky Ridge agrees with Southern Arc that Sky Ridge will issue 2,500,000 pre-Consolidation Sky Ridge Shares (together with the 47,500,000 Sky Ridge Shares issuable to Southern Arc pursuant to Section 1.2, the “Acquisition Shares”) to Saltpancove Consulting Pty Ltd. (“Saltpancove”) in consideration for, (i) Saltpancove’s 5% ownership position in SAMJ, and (ii) Saltpancove delivering to Sky Ridge an acknowledgement and release (in form and substance satisfactory to Sky Ridge in its sole discretion) which confirms that Saltpancove has no interest in (including in its sh...
