Transfer of Assets. The Domestic Company shall, within five (5) business days after WFOE sends the Exercise Notice (the “Assets Transfer Date”), and pursuant to the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures: (a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person. (b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document. (c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation. (d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals. (e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc. (f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets. (g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person. (h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document. (i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person. (j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 3 contracts
Samples: Exclusive Assets Purchase Agreement (JOYY Inc.), Exclusive Assets Purchase Agreement (JOYY Inc.), Exclusive Assets Purchase Agreement (JOYY Inc.)
Transfer of Assets. The Domestic (a) At the Effective Time, upon the terms and subject to the conditions set forth in this Agreement, the Company shallshall convey, within five assign and transfer (5and hereby conveys, assigns and transfers) business days after WFOE sends to Newco, and Newco will (and hereby does) acquire and accept from the Exercise Notice Company, all right, title and interest in and to all of the assets of the Company, other than the Retained Assets (collectively, the “Assets Transfer DateTransferred Assets”), which Transferred Assets include all of the Company’s right, title and pursuant interest in and to the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below proceduresfollowing assets:
(a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and Transferred Intellectual Property;
(ii) the Transferred Contracts;
(iii) the Transferred Tangible Assets;
(iv) the Transferred Other Intangibles;
(v) the Transferred Books and Records;
(vi) together with all income, damages, royalties, and payments due or payable as of the Effective Date or thereafter relating to the Transferred Intellectual Property (including damages and payments for past or future infringements or misappropriations thereof), all claims and rights of action accrued and to accrue under and by virtue thereof, including remedies against infringements or misappropriations relating to Transferred Intellectual Property (including the right to xxx and recover damages for any past infringement or misappropriations thereof) and any and all other rights that now or hereafter may arise or be made secured under the laws of any jurisdiction, with respect to any item within the Transferred Intellectual Property (including Intellectual Property Rights in two the Transferred Know-How); and
(2vii) duplicates. If WFOE nominates a Designated Person as all other rights, claims, causes of action and credits, including all guarantees, warranties, indemnities, rights of set-off and similar rights, in favor of the purchaser, Company relating to any of the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Personforegoing Transferred Assets or any Assumed Liability.
(b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this AgreementNOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer AgreementTHE TRANSFERRED ASSETS AND LICENSES ARE BEING ASSIGNED, and to authorize WFOE to keep such documentTRANSFERRED AND CONVEYED TO NEWCO “AS IS,” “WHERE IS” AND “WITH ALL FAULTS,” WITH ANY LIENS ON SUCH ASSETS AND LICENSES THAT EXIST ON THE CLOSING DATE, WITH NO REPRESENTATIONS OR WARRANTIES AS TO MERCHANTABILITY OR FITNESS OF USE OF ANY TRANSFERRED ASSET OR LICENSE, OR AS TO REGISTERABILITY, VALIDITY OR ENFORCEABILITY OF ANY OF THE TRANSFERRED INTELLECTUAL PROPERTY RIGHTS. NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES IS MAKING ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE COMPANY OF ANY KIND OR NATURE WHATSOEVER, ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO THE TRANSFERRED ASSETS OR LICENSES OR ASSUMED LIABILITY, AND THE COMPANY HEREBY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE TRANSFERRED ASSETS OR LICENSES OR ASSUMED LIABILITIES.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (CareDx, Inc.), Merger Agreement (CareDx, Inc.), Merger Agreement (CareDx, Inc.)
Transfer of Assets. The Domestic Company shallOn the basis of the representations, within five warranties, covenants and agreements and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from each Seller, free and clear of all Security Interests, all of such Seller’s right, title and interest in and to all assets used by such Seller in or relating to the Business (5) business days after WFOE sends the Exercise Notice (collectively, the “Assets Transfer DateAcquired Assets”), and pursuant to the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the Assetsincluding, without any lien or encumbrances in any formlimitation, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below proceduresfollowing assets:
(ai) The Domestic Company shall execute an Assets Transfer Agreement except as otherwise described herein, all of such Seller’s right, title and interest in and to all inventories, wherever located, of Business Products, including all finished goods, consigned goods, work-in-progress, raw materials, spare parts, packaging, accessories and all other materials and supplies to be used, consumed, sold, resold or distributed by such Seller, and all warranties and guarantees, if any, express or implied, by the manufacturers or Seller of any such item or component part thereof, rights of return, rebate rights, over-payment recovery rights and any other rights of such Seller relating to these items (collectively, the “Assets Transfer AgreementInventory”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.):
(b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all machinery, equipment, tools, furniture, office equipment, computer hardware, supplies, materials, vehicles and other data items of tangible personal property (other than the Inventory) used in relation or relating to the Assets Business (other than the Excluded Assets) and its operation.all warranties and guarantees, if any, express or implied, rights of return, rebate rights, over-payment recovery rights and any other rights of such Seller relating to these items, in each case existing for the benefit of such Seller in connection therewith to the extent transferable (collectively, the “Personal Property”):
(diii) When delivering all of such Seller’s right, title and interest in and to the documents provided Designated Contracts;
(iv) all of such Seller’s right, title and interest in above paragraph and to all Business Intellectual Property;
(cv) to the extent assignable, all of such Seller’s right, title and interest in and to all Permits relating to the Business;
(vi) all other assets relating to existing customer relationships and all written materials, data and records relating to the Business (in whatever form or medium), including (A) client, customer, prospect, supplier, dealer and distributor lists and records, (B) information regarding referral sources, (C) product catalogs and brochures, (D) sales and marketing, advertising and promotional materials, (E) research and development materials, reports and records, (F) production reports and records, (G) equipment logs, (H) service, warranty and claim records, (I) records relating to the Domestic Company shall also take Inventory, (J) maintenance records and other documents relating to the Personal Property, (K) purchase orders and invoices, (L) sales orders and sales order log books, (M) material safety data sheets, (N) price lists, (O) quotations and bids, (P) operating guides and manuals, (Q) correspondence, (R) financial books, records, journals and ledgers, (S) product ideas and developments and (T) plans and specifications, plats, surveys, drawings, blueprints and photographs;
(vii) all measures other intangible rights and property of such Seller relating to ensure the actual possession, operation and control of WFOE or the Designated Person over the AssetsBusiness, including executing all other necessary agreements or documents(A) going concern value, (B) the goodwill of such Seller relating to the Business as conducted by such Seller, (C) directory, telecopy names, numbers, addresses and listings, and obtaining all necessary government permits rights that such Seller may have to institute or maintain any action to protect the same and approvals.recover damages for any misappropriation or misuses thereof;
(eviii) The Domestic Company shall pay all tax insurance benefits, including rights under and expenses in relation proceeds from, insurance policies providing coverage for the Acquired Assets or such Seller relating to the transferBusiness, assignwhere such rights, transmission benefits and delivery proceeds relate to events occurring prior to the Closing;
(ix) all rights with respect to deposits, prepaid expenses, claims for refunds and rights to offset related to the Business (excluding rights relating to the prior payment of Taxes) and interest payable with respect to any of the foregoing;
(x) all claims (including claims for past infringement or misappropriation of Business Intellectual Property or rights related thereto included in the Acquired Assets) and causes of action of such Seller relating to the Business against any other Person, whether or not such claims and causes of action have been asserted, and all rights of indemnity, warranty rights, rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery of such Seller (regardless of whether such rights are currently exercisable) relating to the Acquired Assets;
(xi) all leasehold interests in the HK Leased Property, including due all improvements and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.fixtures thereon and all rights and easements appurtenant thereto;
(fxii) After all leasehold or other contractual interests in the Assets Transfer DateCalifornia Warehouse Property;
(xiii) all leasehold interests in the Arizona Leased Property, upon the request of WFOE or the Designated Person, the Domestic Company shall execute including all improvements and deliver to WFOE or the Designated Person other documents of assign fixtures thereon and transfer, all rights and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person easements appurtenant thereto; and
(xiv) all accounts receivable of such AssetsSeller of any kind.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 3 contracts
Samples: Asset Purchase Agreement (AuraSound, Inc.), Asset Purchase Agreement (AuraSound, Inc.), Asset Purchase Agreement (AuraSound, Inc.)
Transfer of Assets. The Domestic Company shall, within five (5) business days after WFOE sends On the Exercise Notice (the “Assets Transfer Closing Date”), and pursuant to the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:: ------------------
(a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaserSeller will sell, the Parties agree to execute convey, transfer, assign, and deliver to WFOE all necessary documents Buyer, and perform other actions reasonably requested by WFOE to ensure Buyer will acquire from Seller, the transfer to such Designated Person.Purchased Assets (the "Sale"). ----
(b) The Domestic Company Buyer shall execute a Power assume only the following obligations and liabilities ---- of Attorney Seller and no other obligations or liabilities whatsoever: -------------------------------------------------- All obligations and liabilities accruing, arising out of, or relating to events or occurrences happening after the Closing Date under Contracts or commitments set forth on Schedule 2.1 of the Disclosure Schedule or under ------------------- Contracts or commitments of Seller which are described in Sections 4.7 and 4.8 hereof but which, pursuant to the terms of such Sections, are not required to be set forth on the Disclosure Schedule (the “ Domestic Company’s PoA ”excluding those obligations and ------------------- liabilities herein expressly retained by Seller) and which have arisen or have been incurred in the form ordinary course of Exhibit 3 business (but in either case, not including any obligation or liability for any breach thereof occurring on or prior to the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such documentClosing Date).
(c) The Domestic Company shall deliver Except for the liabilities and obligations specifically assumed under Section 2.1(b) hereunder, Buyer is not assuming any other liabilities of Seller of any nature whatsoever, whether absolute, accrued, contingent or otherwise, disclosed or undisclosed and whether or not relating to WOFE the Business, including without limitation (i) xxxx of saleany Tax Liabilities, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all any liability for legal, accounting, appraisal, trustee, fiduciary or broker's fees incurred in connection with the negotiation of the Transaction Documents or the consummation of any of the transactions contemplated thereby, (iii) any liabilities related to any litigation of Seller, (iv) any Indebtedness of Seller, (v) any leasehold liabilities of Seller (other data than with respect to liabilities arising under the Contracts in relation to the Assets and its operation.
(dordinary course of business as set forth in Section 2.1(b) When delivering hereof after the documents provided in above paragraph (cClosing Date), (vi) any liability in respect of employees of Seller not hired by Buyer, (vii) any ERISA Liabilities and (viii) any liabilities of Seller arising under the Domestic Company Xxxxxxx Employment Agreement, except that Buyer shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery reimburse Seller for 1/2 of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver amount that Seller actually pays to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer Xxxxxxx in respect of the Assets to WFOE or Xxxxxxx Employment Agreement after the Designated Person, and ensure Closing Date for obligations arising after the possession by WFOE or the Designated Person of such AssetsClosing Date.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Coinmach Corp), Asset Purchase Agreement (Coinmach Laundry Corp)
Transfer of Assets. The Domestic Company shallSubject to the terms and conditions of this Agreement, within five and except as otherwise provided in Sections 1.2 and 1.6 hereof, on the Closing Date (5as hereinafter defined), Seller will sell, assign, transfer, and convey to Buyer, and Buyer will purchase, acquire and accept from Seller, all of Seller's right, title and interest in and to all of the assets, properties, rights, contracts and claims employed in connection with the Business, wherever located, whether tangible or intangible, real, personal or mixed, as the same exist at the Closing (as hereinafter defined) business days after WFOE sends (collectively, the Exercise Notice "ASSETS"), free and clear of all liens, security interests, or other encumbrances of any character whatsoever ("ENCUMBRANCES"), except as set forth in the disclosure schedule delivered by Seller to Buyer in connection herewith (the “Assets Transfer Date”"DISCLOSURE SCHEDULE"), and pursuant to the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the AssetsAssets include, without any lien or encumbrances limitation, the assets, properties, rights, contracts and claims described in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person following paragraphs (a) through below procedures:(l):
(a) The Domestic Company shall execute an Assets Transfer Agreement Seller's leasehold interests in the real property leased by Seller and operated by the Division, as described in Schedule 3.8 of the Disclosure Schedule (the “Assets Transfer Agreement”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person."REAL PROPERTY");
(b) The Domestic Company shall execute a Power title to, or Seller's leasehold interests in, all the furnishings, furniture, office supplies, vehicles, spare parts, tools, machinery and equipment that are used in the operation of Attorney the Business (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document."EQUIPMENT");
(c) The Domestic Company shall deliver to WOFE (i) xxxx of saletitle to, endorsementor Seller's leasehold interests in, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of all fixed assets, without any lien or Encumbrances; and (ii) all other data than the Equipment, that are used in relation to connection with the Assets and its operation.Business;
(d) When delivering all quantities of inventory, including without limitation raw materials, work-in-process, finished goods and supplies, used in connection with the documents provided Business (the "INVENTORY");
(e) all accounts receivable and all notes receivable (whether short-term or long-term) from third parties arising out of the operation of the Business, together with any unpaid interest accrued thereon and any security or collateral therefor, including without limitation recoverable deposits (the "ACCOUNTS RECEIVABLE");
(f) all rights of Seller under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors in above paragraph connection with products or services of the Business, or affecting the Assets;
(cg) all rights and interests of Seller in and to patents and patent applications owned by Seller or licensed to Seller by third parties and used in connection with the Business, including without limitation those that are listed in the Disclosure Schedule, and all rights and interests of Seller in and to research, development and commercially practiced processes, trade secrets, know-how, inventions and manufacturing, engineering and other technical information, whether owned by Seller or licensed from third parties by Seller, which are used in connection with the Business;
(h) all rights and interests of Seller in and to all trademarks, trade names and service marks (other than Seller's name), and registrations and applications for such trademarks, trade names and service marks, used in connection with the Domestic Company shall also take Business, including without limitation those that are listed in the Disclosure Schedule, and all measures rights and interests of Seller in and to ensure copyrights, and registrations and applications for such copyrights, used in connection with the actual possessionBusiness, operation and control including without limitation those that are listed in the Disclosure Schedule;
(i) all contracts, agreements, arrangements and/or commitments of WFOE any kind which relate to the Business or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed without limitation those contracts listed in the form and format given in the Exhibit 1 Disclosure Schedule, exclusive, however, of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree those contracts Buyer elects not to execute and deliver assume pursuant to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.Section 1.6 hereof;
(j) If all or part of customer and vendor lists relating to the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulationsBusiness, and all files and documents (including credit information) relating to such customers and vendors, and other business and financial records, files, books and documents relating to the Parties shall enter into other valid Assets and/or the Business, including without limitation computer programs (including computer modeling programs), manuals and effective agreementdata, resolution or document sales and advertising materials, sales, distribution and purchase correspondence and trade association memberships relating to achieve the same legal Assets and/or the Business; and
(k) all prepaid charges, prepaid rent, sums and economic effects as this Agreementfees and all rights to lease deposits, travel advances to employees, and refunds pertaining to the Business.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Aetrium Inc), Asset Purchase Agreement (Aetrium Inc)
Transfer of Assets. The Domestic Company shall(a) Upon the terms and subject to the conditions of this Agreement, within five (5) business days after WFOE sends at the Exercise Notice Closing on the Closing Date, Seller shall sell, assign, transfer, and convey to Buyer, and Buyer shall purchase, acquire, and accept from Seller, all of Seller’s right, title, and interest in and to all of the following, which are owned by Seller as of the Closing, free and clear of all Liens (the “Purchased Assets”):
(i) the Intellectual Property Assets;
(ii) all records and data in the possession of Seller on the Closing Date relating to the Intellectual Property Assets, whether in hard copy, electronic or magnetic format or otherwise (except where such information cannot reasonably be separated or extracted from Seller’s records and data regarding its business unrelated to the Intellectual Property Assets);
(iii) other than the Excluded Records and Communications, copies of all marketing or promotional materials related to the Intellectual Property Assets Transfer in the possession of Seller on the Closing Date, to the extent they can be provided using commercially reasonable efforts (except where such information cannot reasonably be separated or extracted from Seller’s records and data regarding its business unrelated to the Intellectual Property Assets);
(iv) the Contracts listed in Schedule 2.1(a)(iv) (the “Transferred Contracts”), and pursuant to the instructions in such Exercise Noticeall rights, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner privileges, claims, causes of action and demands under any of the Transferred Contracts;
(v) other than the Excluded Records and Communications, all of Seller’s books and records related to, or used or held for use in connection with, the Purchased Assets, including, without any lien or encumbrances in any form, limitation: (A) all corporate records; (B) executed copies of all Transferred Contracts; (C) all research and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:
development reports; (aD) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form all financial and format given in the Exhibit 2 of this Agreementaccounting records; and (iiE) all sales data and information, billing records and manuals (for each of the foregoing clauses (A) through (E), except where such information cannot reasonably be made separated or extracted from Seller’s records and data regarding its business unrelated to the Intellectual Property Assets);
(vi) all rights, claim and credits under guarantees, warranties, indemnitees and similar rights in two respect of any Transferred Contracts arising on or after the Closing Date;
(2vii) duplicates. If WFOE nominates a Designated Person as all causes of action, rights to indemnification and contribution or rights of setoff against third parties (other than Seller) relating to any Transferred Contracts on or arising after the purchaserClosing Date;
(viii) other than the Excluded Records and Communications, all rights to receive mail and other communications related to the Purchased Assets on and after the Closing Date;
(ix) all goodwill and trade secrets and confidential information (other than the Excluded Records and Communications) associated with the Purchased Assets including, without limitation, the Parties agree goodwill associated with existing customer relationships of the Purchased Assets; and
(x) all rights, claims or credits relating to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure or deriving from, any of the transfer to such Designated Personassets described in the foregoing clauses.
(b) The Domestic Company Notwithstanding any provision in this Agreement to the contrary, all other assets of Seller and its Affiliates are excluded from the Purchased Assets and shall execute a Power remain the property of Attorney Seller and its Affiliates after the Closing (“Excluded Assets”), including, for the avoidance of doubt, the following assets of Seller and its Affiliates:
(i) all Intellectual Property Rights of Seller that are not Intellectual Property Assets and not related to the Business;
(ii) all rights, claim and credits under guarantees, warranties, indemnitees and similar rights in respect of any Transferred Contracts arising prior to the Closing Date;
(iii) all causes of action, rights to indemnification and contribution or rights of setoff against third parties (other than Seller) relating to any Transferred Contracts arising prior to the Closing Date;
(iv) the Contracts listed in Schedule 2.1(b)(ii) (the “ Domestic Company’s PoA “Excluded Contracts”) in the form ), and all rights, privileges, claims, causes of Exhibit 3 on the same day action and demands under any of the execution Excluded Contracts (including, for the avoidance of this Agreementdoubt, any rights to authorize WFOE Receivables under any of the Excluded Contracts);
(v) (A) all records, reports, presentations and communications (including WFOE emails) prepared or received by Seller or any of its Affiliates in connection with the sale of the Business or the transactions contemplated hereby, (B) all bids and indications of interest received from third parties with respect to prospective buyers of the Designated PersonBusiness or any portion thereof and (C) all attorney-client privilege or attorney work product protection of Seller and its Affiliates or associated with their businesses to fill the extent arising from legal representation of Seller or its Affiliates or their businesses in connection with the date transactions contemplated by this Agreement (such materials, records and relevant information on communications described in clauses (A) through (C), collectively, the aforementioned Assets Transfer Agreement“Excluded Records and Communications”); and
(vi) any and all royalty revenue payments or other payments made to Seller or any of its Affiliates with respect to the Business to the extent such amounts relate to any period prior to the Closing Date (including any and all payments made to Seller or any of its Affiliates after the Closing Date with respect to any Receivables of the Business outstanding as of the Closing Date). To the extent that any payments described in Section 2.1(b)(vi) are made to Buyer or any of its Affiliates after the Closing Date, and Buyer shall promptly remit, or cause its Affiliates to authorize WFOE promptly remit, such payments to keep such documentSeller in accordance with Section 5.7.
(c) The Domestic Company Buyer shall deliver to WOFE assume (i) xxxx liabilities arising from or relating to Buyer’s use or ownership of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, the Purchased Assets (excluding liabilities giving rise to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; Seller’s indemnification obligations pursuant to Article 6) and (ii) liabilities under the Transferred Contracts arising on or after the Closing Date (collectively, the “Buyer Liabilities”). Other than the Buyer Liabilities, Buyer is not assuming any liabilities of Seller and all other data in relation such liabilities (the “Excluded Liabilities”) shall remain the responsibility and obligation of Seller after the Closing. For the avoidance of doubt, Excluded Liabilities shall include (A) any liability, obligation or commitment arising out of any Contract that is not a Transferred Contract (including any default or breach of any such Contract or any breach of warranty, tort, infringement, violation of laws or environmental, health or safety matter with respect to any such Contract), (B) any liabilities for taxes with respect to the Purchased Assets for any pre-Closing tax period, (C) liabilities arising from the Excluded Assets and its operation(D) any liability arising from the Purchased Assets prior to Closing except as specifically set forth as a Buyer Liability.
(d) When delivering Buyer shall pay one hundred percent (100%) of the documents provided in above paragraph (c)filing costs, the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documentsattorneys’ fees, and obtaining all necessary government permits processing fees associated with the transfer and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery recordation of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Intellectual Property Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 2 contracts
Samples: Sale and Purchase Agreement (Sequential Brands Group, Inc.), Sale and Purchase Agreement (Sequential Brands Group, Inc.)
Transfer of Assets. The Domestic Company (a) At or prior to the Effective Time:
(i) Infrastructurco shall, within five and hereby does, transfer, contribute, assign, distribute, and convey (5“Transfer”) business days after WFOE sends to Flowco or another member of the Exercise Notice Flowco Group, and Flowco shall, and hereby does, accept from Infrastructurco and the applicable members of the Infrastructurco Group, all of the members of the Infrastructurco Group’s respective direct or indirect rights, title and interest in and to the Flowco Assets, including all issued and outstanding shares of capital stock or other ownership interests in the entities listed on Schedule 2.2(a)(i) (the “Assets Transferred Entities”) (it being understood that if any Flowco Asset shall be held by a Transferred Entity or a Subsidiary of a Transferred Entity, such Flowco Asset shall be deemed to be Transferred for all purposes hereunder as a result of the Transfer Date”of the equity interests in such Transferred Entity to Flowco or another member of the Flowco Group); and
(ii) Flowco shall, and pursuant hereby does, Transfer to Infrastructurco or another member of the Infrastructurco Group, and Infrastructurco shall, and hereby does accept from Flowco and the applicable members of the Flowco Group, all of members of the Flowco Group’s respective direct or indirect right, title and interest in and to the instructions in such Exercise Notice, transfer the Infrastructurco Assets to WFOE held by Flowco or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner another member of the AssetsFlowco Group, without any lien including all issued and outstanding shares of capital stock or encumbrances other ownership interests in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:
(aentities listed on Schedule 2.2(a)(ii) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer AgreementRetained Entities”) on the same day (it being understood that if any Infrastructurco Asset shall be held by a Retained Entity or a Subsidiary of a Retained Entity, such Infrastructurco Asset shall be deemed to be Transferred for all purposes hereunder as a result of the execution Transfer of this Agreement. The Assets Transfer Agreement shall (i) be executed the equity interests in such Retained Entity to Infrastructurco or another member of the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated PersonInfrastructurco Group).
(b) The Domestic Company Unless otherwise agreed to by the Parties, each of Infrastructurco and Flowco, as applicable, shall execute a Power of Attorney (be entitled to designate the “ Domestic CompanyBusiness Entity within such Party’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this Agreement, respective Group to authorize WFOE (including WFOE and the Designated Person) which any Assets are to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and be transferred pursuant to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (SPX Corp), Separation and Distribution Agreement (SPX FLOW, Inc.)
Transfer of Assets. The Domestic Company shallSubject to and upon the terms and conditions of this Agreement, within five Sellers shall sell, convey, transfer, assign and deliver to BLI, and BLI shall purchase (5and Twin Labs shall cause BLI to purchase) business days after WFOE sends from Sellers, on the Exercise Notice Closing Date (the “Assets Transfer Date”as hereinafter defined), all of Sellers' right, title and pursuant interest in and to the instructions in such Exercise Noticefollowing described assets (collectively, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the "Acquired Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:"):
(a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) All trade accounts receivable and credit card receivables in existence on the same day Closing Date with respect to sales of Branded Vitamin Products and sales and manufacture of Contract Manufactured Products to all parties other than JMED and its Affiliates set forth on Schedule 1.01(a) of the execution of this Agreement. The Assets Transfer Agreement shall Disclosure Schedule (collectively, the "Receivables");
(b) All raw material (including packaging materials), work in process and finished goods inventory in existence on the Closing Date wherever located with respect to the Business (collectively, the "Inventory");
(c) All machinery, equipment, tooling, supplies and related assets: (i) be executed in of JMED which are specifically set forth on Schedule 1.01(c)(i) of the form and format given in the Exhibit 2 of this AgreementDisclosure Schedule; and (ii) be made in two (2located at the JMI-Phoenix Facility or the Leased Property, including those assets which are specifically set forth on Schedule 1.01(c)(ii) duplicates. If WFOE nominates a Designated Person as of the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.
(b) The Domestic Company shall execute a Power of Attorney Disclosure Schedule (the “ Domestic Company’s PoA ”) assets described in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE items (i) xxxx of saleand (ii) are hereinafter collectively referred to as the "Fixed Assets");
(d) All contract rights (including those Receivables identified in Section 1.01(a) above), endorsementopen sale orders from third parties and invoices to third parties, assignlicense agreements, distributor agreements, royalty agreements and other due and adequate documents agreements of assign and transfer which contain complete assurance of titleSellers, if any, to grant WFOE or the Designated Person a dueextent relating to the Business, absolute including those set forth on Schedule 1.01(d) of the Disclosure Schedule (the "Contract Rights");
(i) The registered United States trademarks, trade names and marketable title service marks set forth on Schedule 1.01(e)(i) attached hereto, the registrations thereof and all goodwill and all rights of assetsSellers of every kind, without any lien or Encumbrances; nature and description connected therewith, and (ii) all United States and foreign unregistered trademarks, trade names, service marks, patents and copyrights, other data in relation than those set forth on Schedule 1.01(e)(ii) of the Disclosure Schedule, to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation extent relating to the transfer, assign, transmission and delivery of Business (the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc."Intellectual Property");
(f) After Except as set forth on Schedule 1.01(f) of the Assets Transfer DateDisclosure Schedule, upon the request all know-how, trade secrets, technology, methods of WFOE or the Designated Personoperation, the Domestic Company shall execute procedures, systems, computer programs, computer data, software, processes, production details, inventions, recipes, formulas, designs, literature, artwork, brochures, sales material, toll-free telephone numbers, specifications, advertising and deliver to WFOE or the Designated Person promotional materials and other documents proprietary rights of assign Sellers of every kind, nature and transfer, and take other measures as reasonably requested by WFOE or the Designated Persondescription, to facilitate the assign and transfer of extent relating to the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.Business;
(g) The Shareholder shall execute a shareholder’s resolution (All customer and supplier lists, files, records, data bases, claim substantiation materials, software and other similar information to the “ Shareholder’s Resolution ”) on extent relating to the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.Business;
(h) The Shareholder shall execute a Power All real property, leaseholds, improvements, fixtures, easements, rights of Attorney way and other appurtenants relating to the JMI-Phoenix Facility as set forth on the same day Schedule 1.01(h) of the execution of this Agreement, to authorize WFOE Disclosure Schedule (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document"Real Property").
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Twinlab Corp), Asset Purchase Agreement (Twinlab Corp)
Transfer of Assets. The Domestic Company shall, within five (5) business days after WFOE sends the Exercise Notice (the “Assets Transfer Date”Except as provided in Section 1.8(b), and pursuant to the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner effective as of the Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below proceduresSeparation Time:
(a) The Domestic Company Fox shall execute an Assets Transfer Agreement assign, transfer, convey and deliver (the “Assets Transfer AgreementConvey”) on (and shall cause any applicable Subsidiary to Convey) to Newco or one or more Newco Subs in accordance with the same day of Separation Plan (as defined below) and the execution other terms and conditions of this Agreement, and Newco shall accept from Fox, and shall cause any applicable Newco Sub to accept, the A&S Assets and all of Fox’s and its applicable Subsidiaries’ respective direct or indirect right, title and interest in, to and under all A&S Assets (other than any A&S Assets that are already held as of the Separation Time by Newco or a Newco Sub, which A&S Assets shall continue to be held by Newco or such Newco Sub after the Separation Time, and other than any Direct Sales Assets or any assets held by any Direct Sales Entity (or any Subsidiary of a Direct Sales Entity), which Direct Sales Assets and Direct Sales Entities (and Subsidiaries of Direct Sales Entities) will be Conveyed to the Direct Sales Purchasers pursuant to the Merger Agreement), free and clear of all Encumbrances (other than Permitted Encumbrances). The Assets Transfer Agreement shall (ipreliminary plan and structure set forth on Schedule 1.1(a) be executed in as of the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person date hereof is referred to herein as the purchaser“Preliminary Plan”, and the corporate structuring steps contemplated by the Separation Plan as finally determined in accordance with this Section 1.1 is referred to herein as the “Internal Restructuring”. In accordance with Sections 1.1(b) and 1.1(c), the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested Preliminary Plan may be amended, modified or supplemented by WFOE to ensure Fox until such time as the transfer to such Designated PersonPreliminary Plan becomes the Separation Plan in accordance with Section 1.1(b).
(b) The Domestic Company As promptly as practicable following the date of this Agreement (but in no event later than April 30, 2018), Fox shall execute a Power deliver to Ainge an updated version of Attorney the Preliminary Plan (the “ Domestic Company’s PoA “Updated Preliminary Plan”) setting forth Fox’s plan (with reasonable specificity on the corporate transaction steps) with respect to the Internal Restructuring necessary: (i) to allocate and Convey to Newco (or the applicable Newco Sub) or to the Direct Sales Asset Purchasers (or the applicable Direct Sales Entities) the A&S Assets, the A&S Liabilities and ownership of the Newco Subs and the Direct Sales Entities (and their Subsidiaries); (ii) to put in place the Newco structure as it will exist as of immediately prior to the Distribution and effect the transactions contemplated by Section 1.3 of the Merger Agreement; and (iii) to identify any material Governmental Approvals required in connection with the Internal Restructuring (such plan as finally delivered and accepted in accordance with this Section 1.1, the “Separation Plan”). Ainge shall have a period of twenty (20) Business Days following the delivery by Fox of the Updated Preliminary Plan to review and comment on such Updated Preliminary Plan, after such time Ainge’s approval shall be deemed granted for purposes of this Section 1.1 in the form of Exhibit 3 on event no written proposed revisions or objections are received by Fox from Ainge. Any amendments, modifications or supplements to the same day of the execution of this Agreement, to authorize WFOE (including WFOE Preliminary Plan and the Designated Person) to fill Updated Preliminary Plan shall, in the date and relevant information on the aforementioned Assets Transfer Agreementeach case, be reasonably proposed by Fox consistent with Section 1.1(c), and Ainge’s approval shall be required before any Updated Preliminary Plan prepared by Fox can become the Separation Plan (such approval not to authorize WFOE to keep such documentbe unreasonably, withheld, conditioned or delayed consistent with Section 1.1(c)).
(c) The Domestic Company shall deliver to WOFE Fox shall: (i) xxxx of saleprovide Ainge with a reasonable advance opportunity to review any contemplated amendments, endorsementmodifications or supplements to the Preliminary Plan, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE the Updated Preliminary Plan or the Designated Person a dueSeparation Plan that Fox contemplates; (ii) negotiate with Ainge in good faith regarding any such proposed amendments, absolute and marketable title of assets, without any lien modifications or Encumbrancessupplements to which Ainge objects; and (iiiii) all other data in relation promptly provide Ainge with copies of any such amendments, modifications or supplements as finally and mutually agreed by Fox and Ainge. Fox and Ainge each shall, when proposing amendments, modifications and supplements to the Assets Preliminary Plan, the Updated Preliminary Plan or the Separation Plan in the case of Fox and when reviewing and considering such proposed amendments, modifications and supplements for its operationapproval in the case of Ainge, (A) consider in each case the relative benefits and burdens to each Party of the Preliminary Plan and each such proposed amendment, modification and supplement thereto (including considering, when considered together with all prior amendments, modifications and supplements, the cumulative effect thereof on each Party) and (B) acting reasonably and in good faith endeavor to balance in the aggregate such benefits and burdens.
(d) When delivering The Separation Plan may only be amended, modified or supplemented by Fox with the documents provided in above paragraph express written consent of Ainge (csuch consent not to be unreasonably withheld, conditioned or delayed consistent with Section 1.1(c)), the Domestic Company and any such amendments, modifications or supplements shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvalsbe reasonably proposed by Fox consistent with Section 1.1(c).
(e) The Domestic Company shall pay all tax and expenses in relation Notwithstanding anything to the transfercontrary in this Section 1.1, assign, transmission and delivery of any change to the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE Preliminary Plan or the Designated Person, the Domestic Company shall execute and deliver to WFOE Separation Plan that is set forth on Schedule 1.1(e) or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be that is made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in after the date and relevant information on that is forty (40) days prior to the aforementioned ShareholderDistribution Date shall be subject to Ainge’s Resolution, and to authorize WFOE to keep such documentapproval in its sole discretion.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 2 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Altra Industrial Motion Corp.)
Transfer of Assets. The Domestic Company shallOn the terms and subject to the conditions set forth in this Agreement, within five (5) business days after WFOE sends on the Exercise Notice (date hereof, the “Assets Transfer Date”)Contributor contributes to the Contributing Partner and the Contributing Partner is contributing, conveying, assigning, transferring and delivering to the Partnership, or shall cause to be contributed, conveyed, assigned, transferred and delivered to the Partnership, and pursuant to the instructions in such Exercise NoticePartnership shall accept, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner acquire and assume all of the assets, rights, and properties used or held for use in the contemplated operation and conduct of the Contributed Business of every kind, nature, character and description, tangible and intangible, real, personal or mixed, wherever located other than the Excluded Assets; and which conveyance, subject to Section 2.2, shall include, without any lien or encumbrances in any formlimitation, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below proceduresfollowing:
(a) The Domestic Company shall execute an Assets Transfer Agreement All right, title and interest of the Contributor and any Affiliate thereof in the parcels of land described as fee property on Schedule 2.1(a), together with all buildings, structures, fixtures and other improvements situated thereon and all right, title and interest of the Contributor and any Affiliate thereof under easements, privileges, rights-of-way, riparian and other water rights, lands underlying any adjacent streets or roads, appurtenances and licenses to the extent pertaining to or accruing to the benefit of the land (the “Assets Transfer Agreement”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person."Fee Interests");
(b) The Domestic Company shall execute a Power All right, title and interest of Attorney the Contributor and any Affiliate thereof under the leases and subleases, all amendments thereto and all agreements related thereto described on Schedule 2.1(b) (the “ Domestic Company’s PoA ”) in "Leases"), for the form of Exhibit 3 on the same day use and occupancy of the execution premises described therein (the "Leased Premises"), together with all buildings, structures, fixtures and other improvements situated thereon and, all rights and interests of this Agreementthe Contributor and any Affiliate thereof under all easements, privileges, rights-of-way, riparian and other water rights, appurtenances and licenses pertaining to authorize WFOE the Leases or accruing to the benefit of the tenant under the Leases (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
"Leaseholds"); (c) The Domestic Company shall deliver to WOFE All right, title and interest of the Contributor and any Affiliate thereof, if any, in lands, or real property of others, used principally in the normal operation and conduct of the Contributed Business (i) xxxx of salethe "Associated Rights"), endorsementincluding, assignwithout limitation, all contracts, easements, rights-of- way, permits, licenses and leases and other similar rights for related equipment, power and communications cables, and other due related property and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or equipment used principally in the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, normal operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery conduct of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.Contributed Business;
Appears in 2 contracts
Samples: Asset Contribution Agreement (Lyondell Petrochemical Co), Asset Contribution Agreement (Equistar Funding Corp)
Transfer of Assets. The Domestic Company shallAt the Closing, within five (5) business days after WFOE sends the Exercise Notice (the “Assets Transfer Date”), and pursuant to the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company following shall procure WFOE or Designated Person to be the only legal owner of the Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below proceduresoccur:
(a) The Domestic Company Seller and Buyers shall execute an Assets Transfer Agreement and deliver, and Seller and Buyers shall cause their applicable subsidiaries and affiliates to execute and deliver, transfer agreements (the “Assets Transfer AgreementAgreements”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall ), whereby Seller and Seller's subsidiaries and affiliates will sell, transfer, convey, assign, deliver and set over to (i) be executed in STC and its designated U.S. affiliates the form and format given in the Exhibit 2 of this Agreement; US Assets and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as SXXX and its designated non-U.S. affiliates the purchaserNon-US Assets, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE which Transfer Agreements are intended to ensure the transfer compliance with applicable local Laws relating to such Designated Person.
(b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets or to WFOE. The Shareholder’s Resolution cause the transfer of the Assets under applicable local Law, free and clear of any and all Liens except for the Permitted Encumbrances; the form of Transfer Agreement (subject to adjustment for jurisdiction-specific requirements) is set forth on Exhibit “E”;
(b) Seller and Buyers shall execute and deliver, and Seller and Buyers shall cause their applicable subsidiaries and affiliates to execute and deliver, transfers of patents (the “Patent Transfers”), whereby Seller and Seller's subsidiaries and affiliates will sell, transfer, convey, assign, deliver and set over to (i) be executed STC and its designated U.S. affiliates all right, title, benefit and interest in, to and under the Patents in the form and format given in the Exhibit 1 of this Agreement; United States and (ii) be made SXXX and its designated non-U.S. affiliates all right, title, benefit and interest in, to and under the Patents outside the United States, in two (2) duplicates. If WFOE nominates a Designated Person as each case, free and clear of any and all Liens except for the purchaserPermitted Encumbrances, the Parties agree in compliance with applicable local Laws relating to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution Patents; the form of this Agreement, Patent Transfer (subject to authorize WFOE (including WFOE and the Designated Personadjustment for jurisdiction-specific requirements) to fill in the date and relevant information is set forth on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.Exhibit “F”;
(i) The Parties hereto STC shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures pay to ensure Seller the effective transfer portion of the ownership Purchase Price attributable to the US Assets, as set forth on Exhibit “K”, net of STC's share of the Assets Escrow Amount (as described below) and (ii) SXXX shall pay to WFOE or Designated Person.
(j) If all or part Seller the portion of the provisions Purchase Price attributable to the Non-US Assets, as set forth on Exhibit “K”, net of this Agreement or its exhibits are judged invalid SXXX'x share of the Escrow Amount, in each case, in immediately available funds, in lawful money of the United States of America. The Escrow Amount shall be $3,000,000 and will be deposited with JPMorgan Chase Bank, National Association (the “Escrow Agent”), to be held and distributed by the Escrow Agent in accordance with PRC laws or regulationsthe terms and conditions of the Escrow Agreement (as hereinafter defined);
(d) Seller and Buyers shall execute a Supply Agreement in the form attached hereto as Exhibit “G” (the “Supply Agreement”), whereby Seller will commit to supply to Buyers and their affiliates (i) the Parties shall enter into other valid Casing Drive System and effective agreement, resolution or document to achieve the same legal accessories; and economic effects as this Agreement.(
Appears in 2 contracts
Samples: Asset Purchase Agreement (Tesco Corp), Asset Purchase Agreement (Tesco Corp)
Transfer of Assets. The Domestic Prior to Closing, and at the sole cost and expense of TAT and Sellers (including the payment of any related Taxes, including transfer Taxes), TAT and Sellers shall cause to be transferred to an Acquired Company shallor an Acquired Company Subsidiary designated by Buyer good title, within five free and clear of all Liens except for Permitted Liens, to each of the assets listed on Schedule 7.10, except to the extent any such asset is already owned by an Acquired Company; provided that to the extent any assets set forth on Schedules 4.7(b) or 4.8(b) contemplated to be transferred pursuant to this Section 7.10 are not able to be so transferred due to pending third party consents or regulatory approvals (5) business days after WFOE sends the Exercise Notice (the “Assets Transfer DateNon-Assignable Assets”), TAT and pursuant Sellers shall cause such transfers to occur as promptly as practicable after Closing, but in no event more than 120 days after Closing, and such Non-Assignable Assets shall be held, as of and from the instructions Closing Date, by Sellers and TAT in trust for Buyer and the covenants and obligations thereunder shall be performed by Buyer in such Exercise Notice, transfer the Assets to WFOE Seller’s or Designated PersonTAT’s name and all benefits of and obligations existing thereunder shall be for Buyer’s account. The Domestic Company Sellers and TAT shall procure WFOE take or Designated Person cause to be taken such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the only legal owner benefits of the Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Non-Assignable Assets to WFOE or Designated Person through below procedures:
(a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.
(b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx effect the collection of sale, endorsement, assign, and money or other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including consideration that becomes due and payable sales taxunder the Non-Assignable Assets, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After and each Sellers and TAT shall promptly pay over to Buyer all money or other consideration received by it in respect of all Non-Assignable Assets. As of and from the Assets Transfer Closing Date, upon the request Sellers and TAT, on behalf of WFOE or the Designated Personthemselves and their Affiliates, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Personauthorize Buyer, to facilitate the assign extent permitted by applicable Law and transfer the terms of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Non-Assignable Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve perform all the transfer obligations and receive all the benefits of Sellers, TAT or their Affiliates under the Non-Assignable Assets and each appoint Buyer as its attorney-in-fact to WFOE. The Shareholder’s Resolution shall (i) be executed act in its name on its behalf or in the form name of any Affiliate of Sellers or TAT that is a party thereto and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to on such Designated PersonAffiliate’s behalf with respect thereto.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Transatlantic Petroleum Ltd.), Stock Purchase Agreement (Transatlantic Petroleum Ltd.)
Transfer of Assets. The Domestic Company shall, within five At or prior to the Effective Time (5it being understood that some of such Transfers may occur following the Effective Time in accordance with Section 2.2(a) business days after WFOE sends the Exercise Notice (the “Assets Transfer Date”and Section 2.6), and pursuant to the instructions Conveyancing and Assumption Instruments and in such Exercise Notice, transfer connection with the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the Assets, without any lien or encumbrances in any formContribution:
(i) Filtration and Cummins shall, and shall assist in transferring cause the title applicable Asset Transferors to, sell, transfer, contribute, distribute, assign or convey or cause to be sold, transferred, contributed, distributed, assigned or conveyed (“Transfer”) to (A) the respective Cummins Asset Transferees, all of the Assets applicable Asset Transferors’ right, title and interest in and to WFOE the Cummins Retained Assets, and the applicable Cummins Asset Transferee shall accept from Cummins or Designated Person through below procedures:
(a) The Domestic Company shall execute an Assets Transfer Agreement (Filtration and the “Assets Transfer Agreement”) on the same day applicable members of the execution Cummins Group or the Filtration Group all of this Agreement. The Assets Transfer Agreement shall (i) be executed Cummins’, Filtration’s and the other members of the Cummins Group’s or the Filtration Group’s respective direct or indirect rights, title and interest in and to the applicable Assets, including all of the outstanding shares of capital stock or other ownership interests that are included in the form and format given in the Exhibit 2 of this AgreementCummins Retained Assets; and (iiB) be made Filtration or the respective Filtration Asset Transferees, all of its and the applicable Asset Transferors’ right, title and interest in two (2) duplicates. If WFOE nominates a Designated Person as and to the purchaserFiltration Assets, and the Parties agree to execute applicable Filtration Asset Transferees shall accept from Cummins and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.
(b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day applicable members of the execution Cummins Group, all of this Agreement, to authorize WFOE (including WFOE Cummins’ and the Designated Person) to fill other members of the Cummins Group’s respective direct or indirect rights, title and interest in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the applicable Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After outstanding shares of capital stock or other ownership interests that are included in the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Filtration Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) Any costs and expenses incurred after the Effective Time to effect any Transfer contemplated by this Section 2.2(b) (including any Transfer effected pursuant to Section 2.6) shall be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, paid by the Parties agree to execute as set forth on Section 10.5(b). Other than costs and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid expenses incurred in accordance with PRC laws the foregoing sentence, nothing in this Section 2.2(b) shall require any member of any Group to incur any material obligation or regulations, grant any material concession for the Parties shall enter into benefit of any member of any other valid and effective agreement, resolution or document Group in order to achieve the same legal and economic effects as effect any transaction contemplated by this AgreementSection 2.2(b).
Appears in 2 contracts
Samples: Separation Agreement (Atmus Filtration Technologies Inc.), Separation Agreement (Atmus Filtration Technologies Inc.)
Transfer of Assets. The Domestic Company shallOn the terms and subject to the conditions set forth in this Agreement, within five (5) business days after WFOE sends Star-Xxxx and, with respect to the Exercise Notice relevant trademarks, ProMark and Perk, shall sell, assign, transfer, convey and deliver to Purchaser and Holdings, as applicable, and Purchaser and Holdings, as applicable, shall purchase and accept from such parties, as applicable, on the Closing Date, the following assets (the “Assets Transfer Date”), and pursuant to the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the "Acquired Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:"):
(a) The Domestic Company shall execute an Assets Transfer Agreement all right, title and interest of Star-Xxxx in and to the real property owned by Star-Xxxx and described in Schedule 2.1
(a) and the “Assets Transfer Agreement”) on buildings, structures, fixtures or other improvements located thereon (collectively, the same day "Owned Real Property"), together with all right, title and interest, if any, of Star-Xxxx in and to all appurtenances of any nature whatsoever existing with respect to such Owned Real Property and, subject to Section 2.7, all of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed leasehold estates under and interests in the form leases, subleases, licenses and format given other agreements under which Star-Xxxx uses or occupies or has the right to use or occupy any real property described in the Exhibit 2 of this Agreement; and Schedule 2.1(a-1) (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchasercollectively, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person."Real Property Leases");
(b) The Domestic Company shall execute a Power all right, title and interest of Attorney (Star-Xxxx in and to all machinery, equipment, motor vehicles, furniture, office supplies and other tangible personal property, including MRO but excluding Inventory and the “ Domestic Company’s PoA ”property described in Schedule 2.1(vi) wherever located, located on the Owned Real Property and the Leased Real Property and all such property at any other locations that is related solely to the Acquired Businesses and those items which are acquired by Star-Xxxx for use solely in the form of Exhibit 3 on Acquired Businesses between the same day of the execution of this Agreement, to authorize WFOE (including WFOE date hereof and the Designated Person) to fill Closing Date, but excluding any such items disposed of or consumed by Star-Xxxx in the ordinary course of business between the date hereof and relevant information on the aforementioned Assets Transfer AgreementClosing Date (collectively, and to authorize WFOE to keep such document.the "Physical Assets");
(c) The Domestic Company shall deliver all right, title and interest of Sellers in and to WOFE all Inventory owned by Sellers as of the Closing Date relating solely to the Acquired Businesses plus all Inventory (iother than finished goods) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE located on the Owned Real Property or the Designated Person a due, absolute and marketable title Leased Real Property for use in the manufacture of assets, without any lien or Encumbrances; and (ii) all other data products under the Co-Pack Agreement referred to in relation to the Assets and its operation.Section 2.6(b)(xi);
(d) When delivering the documents provided all right, title and interest of Sellers in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.Receivables;
Appears in 1 contract
Samples: Asset Purchase Agreement (Windy Hill Pet Food Co Inc)
Transfer of Assets. The Domestic Company shallSubject to the terms and conditions of this Agreement, within five and except as otherwise provided in Sections 1.2 and 1.5 hereof, on the Closing Date (5) business days after WFOE sends the Exercise Notice (the “Assets Transfer Date”as hereinafter defined), Seller will sell, assign, transfer, and pursuant convey to Buyer, and Buyer will pur-chase, acquire and accept from Seller, all of Seller's right, title and interest in and to all of the instructions assets, properties, rights, contracts and claims employed in such Exercise Noticeconnection with the Business, transfer wherever located, whether tangible or intangi-ble, real, personal or mixed, as the Assets to WFOE or Designated Personsame exist at the Closing (as hereinafter defined) (collectively, the "Assets"). The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the AssetsAssets include, without any lien or encumbrances limitation, the assets, properties, rights, contracts and claims described in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person following paragraphs (a) through below procedures:(l):
(a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed Seller's leasehold interests in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaserBusiness premises located at 00000 Xxxxxxxx Xxxx, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.Xxxxxx, Xxxxx;
(b) The Domestic Company shall execute a Power of Attorney (title to, or Seller's leasehold interests in, all the “ Domestic Company’s PoA ”) furnishings, furniture, office supplies, spare parts, tools, machinery and equipment that are used in the form of Exhibit 3 on the same day operation of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.Business;
(c) The Domestic Company shall deliver to WOFE (i) xxxx of saletitle to, endorsementor Seller's leasehold interests in, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of all fixed assets, without any lien or Encumbrances; and (ii) all other data than the Equipment, that are used in relation to connection with the Assets and its operation.Business;
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control quantities of WFOE or the Designated Person over the Assetsinventory, including executing all other necessary agreements or documentswithout limitation raw materials, work-in-process, finished goods and obtaining all necessary government permits and approvals.supplies, used in connection with the Business (“Inventory”);
(e) The Domestic Company shall pay all tax accounts receivable and expenses in relation to the transfer, assign, transmission and delivery all notes receivable (whether short-term or long-term) from third parties arising out of the Assetsoperation of the Business, together with any unpaid interest accrued thereon and any security or collateral therefor, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.without limitation recoverable deposits (the "Accounts Receivable");
(f) After the Assets Transfer Dateall rights of Seller under or pursuant to all warranties, upon the request of WFOE representations and guarantees made by suppliers, manufacturers and contractors in connection with products or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer services of the Assets to WFOE Business, or affecting the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.;
(g) The Shareholder shall execute a shareholder’s resolution all rights and interests of Seller in and to patents and patent applications owned by Seller or licensed to Seller by third parties and used in connection with the Business, and all rights and interests of Seller in and to research, development and commercially practiced processes, trade secrets, know-how, inventions and manufacturing, engineering and other technical information, whether owned by Seller or licensed from third parties by Seller, which are used in connection with the Business (the “ Shareholder’s Resolution “Technology Rights”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.);
(h) The Shareholder shall execute a Power all rights and interests of Attorney on the same day of the execution of this AgreementSeller in and to all trademarks, to authorize WFOE (including WFOE trade names and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolutionservice marks, and registrations and applications for such trademarks, trade names and service marks, used in connection with the Business, exclusive of Aetrium and all derivatives thereof, and all rights and interests of Seller in and to authorize WFOE to keep copyrights, and registrations and applications for such document.copyrights, used in connection with the Business;
(i) The Parties hereto shall execute all other necessary agreements contracts, agreements, arrangements and/or commitments of any kind which relate to the Business or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.Assets;
(j) If all or part customer and vendor lists relating to the Business, and all files and documents (including credit information) relating to such customers and vendors, and other business and financial records, files, books and documents relating to the Assets and/or the Business, including without limitation manuals and data, sales and advertising materials, and sales, distribution and purchase correspondence relating to the Assets and/or the Business;
(k) all prepaid charges, sums and fees and all rights to refunds per-taining to the Business; and
(l) all other assets of Seller employed in connection with the Business of the provisions nature reflected or reserved against in the balance sheet of this Agreement or its exhibits are judged invalid the Business indicated as transferred to/assumed by Buyer on Exhibit B attached hereto (“Business Balance Sheet”), including as acquired since November 25, 2006 in accordance the ordinary course of the Business and consistent with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreementpast practice.
Appears in 1 contract
Transfer of Assets. The Domestic Company shallOn the basis of the representations, within five warranties, covenants and agreements and subject to the satisfaction (5or waiver by the party whose obligations hereunder are subject to such satisfaction) business days after WFOE sends of the Exercise Notice conditions set forth in this Agreement, on the Closing Date (the “Assets Transfer Date”as defined in Section 2.1), Seller shall sell, convey, assign, transfer and pursuant deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest in and to the instructions properties, assets and other rights (other than the Excluded Assets) owned or leased by, or licensed to Seller and used exclusively in such Exercise Noticethe Business, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the Assetsincluding, without any lien or encumbrances in any formlimitation, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below proceduresfollowing:
(a) The Domestic Company shall execute an Assets Transfer Agreement all copyrights, trademarks, tradenames, service marks, patents and other similar rights or intellectual property of Seller which is listed on Schedule 1.1(a), including all goodwill associated therewith and all applications and registrations therefor and all licenses, sublicenses, covenants or other agreements with respect thereto (the “Assets Transfer Agreement”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchasercollectively, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person."INTELLECTUAL PROPERTY");
(b) The Domestic Company shall execute a Power all contracts and agreements of Attorney Seller for the conduct of the Business, including leases of real and personal property, license and distributorship agreements, dealer agreements, supply agreements, purchase agreements and purchase orders, outstanding quotations and agency agreements, listed on Schedule 1.1(b) and such other contracts and agreements of Seller for the conduct of the Business entered into prior to the date hereof and not listed on Schedule 1.1(b) the benefits of which Buyer elects to assume in its sole discretion, together with all such contracts and agreements for the conduct of the Business that are entered into in the ordinary course of business of the Business between the date hereof and the Closing Date other than in violation of Section 4.2 and other than express or implied product warranties ("PRODUCT WARRANTIES") issued in connection with the sale of goods by the Business (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document."ASSUMED CONTRACTS");
(c) The Domestic Company shall deliver to WOFE (iall real property used by the Business that is owned by Seller and listed on Schedule 1.1(c) xxxx of saleand all buildings, endorsement, assign, structures and other due improvements and adequate documents fixtures located on such real property and any additions, improvements, replacements and alterations thereto between the date of assign this Agreement and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.Closing Date;
(d) When delivering all leasehold interests in real property relating to the documents provided in above paragraph (cBusiness leased by Seller listed on Schedule 1.1(d), including all buildings, structures and other improvements located on such real property and any additions, improvements, replacements and alterations thereto between the Domestic Company shall also take all measures to ensure date of this Agreement and the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.Closing Date;
(e) The Domestic Company shall pay all tax office furniture, furnishings and expenses fixtures of Seller that is used exclusively in relation to the transferBusiness and that is located on the real property or leaseholds listed on Schedules 1.1(c) and 1.1(d) and any additions, assignimprovements, transmission replacements and delivery alterations thereto between the date of this Agreement and the Closing Date and all warranties and guarantees, if any, express or implied in respect of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.foregoing;
(f) After all equipment, machinery and vehicles of Seller used exclusively by the Assets Transfer Business, including, without limitation, all equipment, machinery and vehicles listed on Schedule 1.1(f) and any additions, improvements, replacements and alterations thereto between the date of this Agreement and the Closing Date, upon the request of WFOE and all warranties and guarantees, if any, express or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer implied in respect of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.foregoing;
(g) The Shareholder shall execute a shareholder’s resolution (all management information systems and software, customer, subscriber and vendor lists, catalogs, research material, technical information and technology used exclusively by the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.Business;
(h) The Shareholder shall execute a Power of Attorney on all prepayments and prepaid expenses made exclusively for the Business unless the same day of the execution of this Agreement, relate to authorize WFOE (including WFOE and the Designated Person) to fill contracts or agreements that are not included in the date Assumed Contracts and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.Assumed Liabilities;
(i) The Parties hereto shall execute all advertising, promotional, marketing and other necessary similar agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure entered into exclusively for the effective transfer benefit of the ownership of Business and all sales promotion and selling literature and promotional and advertising materials used exclusively by the Assets to WFOE or Designated Person.Business;
(j) If all or part books, records and accounts of Seller used exclusively for the Business;
(k) all right, title and interest of the provisions Seller under or in respect of the Plans (as defined below) and all assets relating to the Plans, if such Plans are assumed by Buyer in its sole discretion;
(l) all accounts receivable of the Business;
(m) all franchises, permits and non-governmental licenses or sublicenses of Seller used for the exclusive benefit of the Business;
(n) to the extent transferable under applicable law, all franchises, approvals, permits, licenses, orders, registrations, certificates, variances and similar rights obtained from government authorities used for the exclusive benefit of the Business;
(o) all telephone numbers of Seller used for the exclusive benefit of the Business to the extent that the numbers may be transferred without interference to Seller's use of telephone numbers beginning with the 968 prefix for its operations other than those of the Business;
(p) all inventories, raw materials, office supplies, production supplies, packaging materials and other supplies, spare parts, work in process, goods consigned to third parties, finished goods and other tangible property used exclusively by the Business of any kind;
(q) all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind of the Seller arising out of or held for the benefit of the Business (other than those related to Excluded Assets or Excluded Liabilities);
(r) all goodwill of the Business as a going concern including, without limitation, all goodwill associated with the Intellectual Property;
(s) all other properties, assets and rights owned by the Seller which are exclusively used in the Business (other than those related to Excluded Assets or Excluded Liabilities); and
(t) all right, title and interest of Seller to those items listed on Schedule 1.2(k) which are marked to be sold and conveyed to Buyer. The assets being sold, conveyed, assigned, transferred and delivered to Buyer by Seller hereunder are sometimes hereinafter referred to as the ("ASSETS.") All Schedules hereto shall be prepared as of the date of this Agreement or its exhibits are judged invalid as specified above unless otherwise specified in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this AgreementSchedule.
Appears in 1 contract
Transfer of Assets. The Domestic Company shallIssuer shall not convey or ------------------ transfer any of its properties or assets, within five (5) business days after WFOE sends including those included in the Exercise Notice (the “Assets Transfer Date”)Trust Estate, and pursuant to the instructions in such Exercise Noticeany Person, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below proceduresunless:
(a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) on the same day Person that acquires by conveyance or transfer all properties and assets of the execution Issuer, and the conveyance or transfer of this Agreement. The Assets Transfer Agreement shall which is to a Person that (i) be executed in is a United States citizen or a Person organized and existing under the form and format given in laws of the Exhibit 2 United States of this Agreement; and America or any state, (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as expressly assumes, by an indenture supplemental hereto, executed and delivered to the purchaserIndenture Trustee, the Parties agree Swap Counterparty and the Swap Guarantor in form satisfactory to execute the Indenture Trustee, the Swap Counterparty and deliver the Swap Guarantor, the due and punctual payment of the principal of and interest on all Notes and Certificates and the performance or observance of every agreement and covenant of this Indenture, the Swap Agreement and the Swap Policy on the part of the Issuer to WFOE be performed or observed, all necessary documents as provided herein, (iii) expressly agrees by means of such supplemental indenture that all right, title and perform other actions reasonably requested by WFOE interest so conveyed or transferred shall be subject and subordinate to ensure the transfer rights of Holders of the Notes and the Certificateholders, the Swap Counterparty and the Swap Guarantor, as their interests appear herein and (iv) unless otherwise provided in such supplemental indenture, expressly agrees to such Designated Person.indemnify, defend and hold harmless the Issuer, the Swap Counterparty and the Swap Guarantor against and from any loss, liability or expense arising under or related to this Indenture, the Swap Agreement, the Swap Policy, the Notes and the Certificates;
(b) The Domestic Company immediately after giving effect to such transaction, no Default or Event of Default shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE have occurred and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
be continuing; (c) The Domestic Company the Rating Agencies shall deliver to WOFE (i) xxxx have notified the Issuer that such transaction shall not cause the rating of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE the Notes or the Designated Person a dueCertificates to be reduced, absolute and marketable title of assets, without any lien suspended or Encumbrances; and (ii) all other data in relation to the Assets and its operation.withdrawn;
(d) When delivering the documents provided in above paragraph Issuer shall have received an Opinion of Counsel (c)and shall have delivered copies thereof to the Indenture Trustee, the Domestic Company shall also take all measures Swap Counterparty and the Swap Guarantor) to ensure the actual possessioneffect that such transaction will not have any material adverse tax consequence to the Issuer, operation and control of WFOE any Noteholder, any Certificateholder, the Swap Counterparty or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
Swap Guarantor; (e) The Domestic Company any action that is necessary to maintain the lien and security interest created by this Indenture shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.have been taken; and
(f) After the Assets Transfer Date, upon Issuer shall have delivered to the request of WFOE or the Designated PersonIndenture Trustee, the Domestic Company shall execute Swap Counterparty and deliver to WFOE the Swap Guarantor an Opinion of Counsel stating that such conveyance or the Designated Person other documents of assign transfer and transfer, such supplemental indenture comply with this Article III and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person that all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer conditions precedent herein provided for relating to such Designated Persontransaction have been complied with.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 1 contract
Samples: Indenture (Lehman Abs Corp)
Transfer of Assets. The Domestic Company shall, within five On the Closing Date (5) business days after WFOE sends the Exercise Notice (the “Assets Transfer Date”as hereinafter defined), and pursuant subject to the instructions in such Exercise Noticeprovisions hereof, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase from Seller, substantially all of the Assets to WFOE assets, properties, interests and rights of Seller of whatsoever kind and nature, real and personal, tangible and intangible, which are used or Designated Personheld for use in connection with the operation of the Station (collectively, the "Station Assets"), free and clear of all liens, encumbrances, debts, security interests, mortgages, trusts, claims, pledges, conditional sales agreements, charges, covenants, conditions or restrictions of any kind, except current taxes not yet due and payable (collectively, "LIENS"). The Domestic Company Station Assets shall procure WFOE or Designated Person to be the only legal owner of the Assetsinclude, without any lien or encumbrances limitation, the following (but excluding the assets specified in any form, Section 1.2 hereof and shall assist subject to the limitations otherwise set forth in transferring the title of the Assets to WFOE or Designated Person through below procedures:this Section 1.1):
(a) The Domestic Company shall execute an Assets Transfer Agreement All licenses, permits and other authorizations, including applications with respect thereto, relating to the Station issued to Seller by the FCC or any other governmental authority on or prior to the Closing Date, together with renewals or modifications thereof, including, without limitation, the licenses, permits, authorizations and applications identified on SCHEDULE 1.1(a) attached hereto (the “Assets Transfer Agreement”) on licenses, permits, authorizations issued by the same day of FCC and applications pending before the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person FCC collectively are referred to herein as the purchaser"FCC Licenses"; the FCC Licenses and the licenses, permits and other authorizations issued by any other governmental authority collectively are referred to herein as the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person."Station Licenses");
(b) The Domestic Company shall execute a Power All equipment, office furniture and fixtures, office materials and supplies, inventory and other tangible personal property, together with any additions thereto or replacements thereof made between the date hereof and the Closing Date, and less any retirements or dispositions thereof made between the date hereof and the Closing Date which are replaced with items of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day equal or greater value, consisting solely of the execution of this Agreementproperty identified on SCHEDULE 1.1(b) attached hereto (collectively, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document."Tangible Personal Property");
(c) The Domestic Company shall deliver Seller's right, title and interest in and to WOFE the Seller's contracts, agreements and operating leases (ibut excluding any agreement for borrowed money, including any mortgage) xxxx written or oral, relating to the operation of salethe Station and specifically identified on SCHEDULE 1.1(c) hereto, endorsementtogether with all contracts, assignagreements and operating leases entered into or acquired by Seller between the date hereof and the Closing Date which Buyer has approved in writing before their execution, and other due and adequate documents of assign and transfer in each case solely those agreements which contain complete assurance of titleBuyer has agreed to assume in writing at the Closing (as hereinafter defined) (collectively, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation."Contracts");
(d) When delivering All of Seller's right, title and interest in and to the documents provided call letters "KCUV(AM)" and all trademarks, trade names, service marks, franchises, copyrights, including registrations and applications for registration of any of them, jingles, logos and slogans used in above paragraph the conduct of the business and operation of the Station and either owned by Seller or licensed to Seller on the date hereof, together with any associated goodwill and any additions thereto between the date hereof and the Closing Date, including but not limited to those described on SCHEDULE 1.1(d) attached hereto and excluding "Radio Unica" or any phrase of which "Radio Unica" is a part (c)collectively, the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals."Intellectual Property");
(e) The Domestic Company shall pay All of Seller's right, title and interest in and to all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assetsreal property owned or leased by Seller in connection with the operation of the Station, specifically including, without limitation, a certain 18 acre parcel of owned real property used at the tower site facility for the Station (the "Tower Site Property"), and a leased property used as the Station broadcast studio (the "Studio Lease" or "Studio Property"), and all of Seller's ownership or leasehold rights, in and to any buildings, fixtures, and improvements located thereon, together with any additions thereto between the date hereof and the Closing Date, including due and payable sales taxbut not limited to those described on SCHEDULE 1.1(e) hereto (collectively, transfer tax, filing fee, usage tax, registration fee, etc.the "Real Property"); and
(f) After All files, records, and books of account relating to, or which are located at the Assets Transfer Date, upon the request of WFOE or the Designated Personpremises of, the Domestic Company shall execute Station, including, without limitation, programming information and deliver studies, technical information and engineering data, news and advertising studies or consulting reports, marketing and demographic data, lists of advertisers, promotional materials, filings with the FCC, copies of all written contracts to WFOE or be assigned hereunder, logs, the Designated Person other documents public inspection file and copies of assign and transfer, and take other measures as reasonably requested by WFOE or all software programs used in connection with the Designated Person, to facilitate the assign and transfer operation of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such AssetsStation.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 1 contract
Transfer of Assets. The Domestic Company shallUpon the terms and subject to the conditions of this Agreement, and upon the basis of the covenants, representations and warranties of Seller set forth below, at the closing referred to in Article 8 hereof (the "Closing") Buyer agrees to purchase, accept, and acquire from Seller, and Seller agrees to sell, transfer, assign, convey, and deliver to Buyer, all right, title, and interest of Seller in and to all of the rights and assets, real, personal, and mixed, tangible or intangible relating to the Business, as owned or held by Seller, which assets shall hereinafter collectively be referred to as the "Purchased Assets." Without in any way limiting the generality of the foregoing, the Purchased Assets shall include all right, title and interest owned or held by Seller in the following:
(a) the accounts receivable owned by Seller, including, without limitation, the accounts receivable described in Schedule 2.1
(a) attached hereto ("Accounts Receivable").
(b) all rights, privileges and claims of the Seller (including, without limitation, rights and claims to refunds and adjustments) in, to and under license agreements, maintenance agreements and other agreements and contracts relating to the Business, including without limitation, those which are listed on Schedule 2.1(b) (the "Assigned Contracts");
(c) all equipment and devices (including data processing hardware and related telecommunications equipment, media, and tools) used in the Business (the "Computer Equipment"), including Seller's rights under all related warranties;
(d) all office furniture and fixtures used in the Business (the "Office Furniture");
(e) the Trademark Interests and Copyright Interests and all other intellectual property rights, trade secrets and proprietary information, processes and formulae used in the Business or necessary for the ownership and use of the Purchased Assets;
(f) copies of the Products;
(g) all claims Seller may have against any person relating to or arising from the Purchased Assets or the Business, including rights to recoveries for damages or defective goods, to refunds, insurance claims, and chooses in action ("Claims");
(h) copies of all books, records, sales brochures and marketing information directly relating to the Business;
(i) the goodwill and intangible assets of the Business, the right to all operating and trade names associated with the Business including, without limitation, the names "Telemar Software International" or any variations of such name, as part of or in connection with the Business, all telephone listings, telephone numbers and telephone advertising contracts, all lists of customers and prospective customers, files, books and records and other information relating to the day to day carrying on of the Business, all necessary licenses and authorizations and any other rights used in connection with the Business (the "Goodwill"). To the extent either party collects or is in receipt of any monies, credits or other property or funds or payments (including securities) relating to accounts receivable, refunds, prepayments or otherwise that the other party hereto is entitled to receive pursuant to the terms of this Agreement, and that are or should have been paid or delivered to the other party hereto, such party receiving those monies, credits, or other property or funds shall immediately notify the other party and forward same to such other party within five (5) business days after WFOE sends the Exercise Notice (the “Assets Transfer Date”), and pursuant to the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:
(a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Personits receipt thereof.
(b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Information Management Associates Inc)
Transfer of Assets. The Domestic Company shall(a) For the consideration hereinafter provided, within five the Sellers, in accordance with the terms and subject to the conditions in this Agreement, shall convey, transfer and assign to the Purchasers at the Closing, and the Purchasers shall purchase from the Sellers (5in each case, free and clear of all Liens other than Permitted Liens), the following, hereinafter collectively referred to as the “Assets”:
(i) business days after WFOE sends each Seller’s fee simple title in and to the Exercise Notice land, as more particularly described in Exhibit 1.1(a) attached hereto (the “Assets Transfer DateLand”), and pursuant to all buildings, structures, fixtures, facilities, amenities, driveways, walkways, parking lots and other improvements owned by each Seller and located on the instructions in such Exercise NoticeLand (collectively, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:
(a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer AgreementImprovements”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.);
(b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all of each Seller’s right, title and interest in and to all easements, rights-of-way, rights of ingress and egress, strips, zones, licenses, transferable hereditaments, privileges, tenements and appurtenances in any way belonging to or appertaining to the Land or the Improvements, and any right or interest in any open or proposed xxxxxxxx, xxxxxxx, xxxxx, xxxxxxx, alleys, easements, strips, gores and rights-of-way in, across, in front of, contiguous to, abutting or adjoining the Land (collectively with the Land and the Improvements, the “Real Property”);
(iii) any pending or future action for condemnation, eminent domain or similar proceeding, or for any damage to the Real Property by reason of a change of grade thereof;
(iv) all of each Seller’s right, title and interest in and to all materials, supplies, inventory, consumables, perishable and nonperishable food products, and other data similar tangible property used in relation connection with the operation of the Real Property (collectively, the “Inventory”);
(v) all of each Seller’s right, title and interest in and to the Tenant Leases and the Assumed Equipment Leases;
(vi) all of each Seller’s right, title and interest in and to the Assumed Contracts;
(vii) all of each Seller’s right, title and interest in and to all Residency Agreements;
(viii) except for the Excluded Assets, all of each Seller’s right, title and interest in and to: (A) local and toll-free telephone and facsimile exchange numbers and post office box addresses used in connection with the ownership, maintenance and operation of the Real Property and the businesses operated at the Facilities (the “Business”), (B) to the extent any Seller’s interest is assignable pursuant to Applicable Law and to the extent the Purchasers in their sole discretion elect to assume the same, all of each Seller’s right, title and interest in and to all licenses, permits, approvals, entitlements, and other governmental authorizations (including certificates of occupancy), provider agreements and certificates of need issued by any Governmental Authority in each Seller’s possession or control in connection with the ownership, operation, planning, development, use or maintenance of any Real Property and the Business, (C) all rights and work product under construction, service, consulting, engineering, architectural, design and construction agreements (the “Work Product”) (including any warranties contained therein), (D) to the extent that each Seller’s interest is assignable, all of each Seller’s interest in all construction warranties, manufacturers’ warranties and other warranties applicable to the Real Property or the Business, (E) all development rights and goodwill related to any portion of any Real Property, (F) all leads regarding prospective residents, all customer lists, referral source lists, and competitive analyses related to the Facilities, (G) any trade marks, trade names, service marks, trade dress and all variations thereof, (H) all licensed software and proprietary software (the “Proprietary Software”) used in the operation of the Facilities, (I) deposits and advance payments made by the Sellers and held by third parties with respect to any of the Assets or the Business, collectively “Transferred Funds”, (J) all indemnities related to the Assets, (K) all causes of action, choses of action, rights of recovery, rights of setoff and rights of recoupment of the Sellers relating to the Real Property or the Business, including any such rights of the Sellers under any property, casualty, or other insurance policy (“Causes of Action”), and (L) all other intangible property used by the Sellers exclusively in connection with the ownership and operation of the Real Property or the Business (collectively, the “Intangible Property”);
(ix) all of each Seller’s right, title and interest in and to (A) keys and combinations to all doors, cabinets, enclosures and other locks on or about the Real Property, (B) furniture, equipment, televisions, telephone systems; mechanical systems, fixtures and equipment, electrical systems, fixtures and equipment; heating fixtures, systems, and equipment; air conditioning fixtures, systems and equipment, plumbing fixtures, systems, and equipment, security systems and equipment, carpets, drapes, artwork and other furnishings, refrigerators, microwaves, ovens, stoves, and all other appliances, vehicles, office equipment, furniture and fixtures not considered improvements, spare parts, supplies and other physical assets, machinery, tools, trade fixtures, utensils, china, glassware, and other personal property owned by the Sellers, which are located on or used exclusively in connection with the maintenance and operation of the Facility and/or the Real Property (collectively, the “FF&E”), (C) the Books and Records and (D) all other personal property owned by the Sellers and which is used by the Sellers in connection with the ownership, maintenance, and operation of the Real Property; but excluding the Excluded Assets (collectively, and together with the Inventory, the “Personal Property”);
(x) except for the Excluded Documents, all of each Seller’s right, title and interest in and to the following documents that relate to the Real Property, the Personal Property and the Business: (A) all records and reports (except for such records and reports where transfer is prohibited by Applicable Law) relating to all Residents at the Facilities (collectively, the “Resident Records”), (B) Employee Records, but only to the extent such Employee Records are for employees who become Transitioned Employees, (C) third party reports and studies, land surveys, structural reviews, environmental assessments or audits, architectural drawings and engineering, geophysical, soils, seismic, geologic, environmental (including with respect to the impact of materials used in the construction or renovation of the Improvements) and architectural reports, studies and certificates pertaining to the Real Property, (D) land use applications, land use permits and approvals, and other operating permits and (E) policy and procedure manuals (collectively, the “Assigned Records”); and
(xi) copies of the following records (the originals and all other rights associated therewith are to be retained by the Sellers): (A) building designs, (B) accounting records, including billing records and invoices, (C) regulatory surveys and reports, incident tracking reports and (D) all financial statements and other accounting, tax, financial and other books and records relating to the use, maintenance and operation of the Facility, but excluding any Excluded Documents (collectively, the “Copied Records,” and, together with the Assigned Records, the “Books and Records”). Notwithstanding the foregoing, each Seller shall separately convey, transfer and assign each Real Property to a single Purchaser (or such Purchaser’s assigns pursuant to Section 11.6) in accordance with Exhibit 1.1(a), which exhibit identifies for each Real Property: (A) each Seller that shall convey, transfer and assign such Real Property and (B) the Purchaser to which such Seller shall effect the conveyance, transfer and assignment of such Real Property. With respect to the Assets other than the Real Property, each Seller shall separately convey, transfer and its operation.
assign each such Asset to one or more Purchasers (dor such Purchasers’ assigns pursuant to Section 11.6) When delivering the documents provided in above paragraph (caccordance with Exhibit 1.1(a), the Domestic Company which exhibit identifies for each Facility (X) each Seller that shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales taxseparately convey, transfer taxand assign such Assets and (Y) the Purchaser or Purchasers to which such Seller shall effect the conveyance, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute transfer and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person assignment of such Assets.
(g) . The Shareholder Purchasers shall execute a shareholder’s resolution (have the “ Shareholder’s Resolution ”) on right to make modifications to the same day identity of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (iPurchasers on Exhibit 1.1(a) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, Section 11.6 after the Parties shall enter into other valid and effective agreement, resolution or document Effective Date up to achieve the same legal and economic effects as this AgreementClosing Date.
Appears in 1 contract
Samples: Purchase Agreement
Transfer of Assets. The Domestic Company shallOn the terms and subject to the conditions hereof and subject to Section 1.2, within five on the Closing Date (5) business days after WFOE sends as hereinafter defined), Seller shall sell, assign, transfer, convey and deliver to Buyers, Buyers shall purchase, and RBI shall assume from Seller, all of the Exercise Notice right, title and interest of Seller in and to all of the following assets, properties, interests and rights of Seller, which are used or held for use in the operation of the Station (collectively, the "Station Assets"):
1.1.1 all licenses, permits and other authorizations issued to Seller by any governmental or regulatory authority including without limitation those issued to Licensee by the FCC (the “Assets Transfer Date”licenses, permits and authorizations issued by the FCC are hereafter referred to as the "Station Licenses"), used or useful in connection with the operation of the Station, which are more fully described in Schedule 7.4, along with renewals or modifications of such items, and pursuant all applications pertaining thereto, between the date hereof and the Closing Date;
1.1.2 the Station's optimod and transmitter, and such other equipment as specifically described or listed in Schedule 1.1.2, together with any replacements thereof or improvements or additions thereto, made from the date hereof through the Closing Date, and less any retirements or dispositions thereof, made between the date hereof and the Closing Date in the ordinary course of Seller's business consistent with past practices;
1.1.3 all contracts, agreements, leases and legally binding contractual rights relating to the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner operation of the AssetsStation and which are listed in Schedule 7.9, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:
together with (a) The Domestic Company shall execute an Assets Transfer Agreement (all advertising contracts entered into or acquired by Seller between the “Assets Transfer Agreement”) on date hereof and the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed Closing Date in the form and format given in the Exhibit 2 ordinary course of this Agreementbusiness, consistent with past practices of Seller; and (iib) be made any other contracts, agreements, leases and legal binding contractual rights entered into or acquired by Seller between the date hereof and the Closing Date (collectively the "Contracts");
1.1.4 all of Seller's rights in two and to all intellectual properties listed or described on Schedule 7.12 (2) duplicates. If WFOE nominates a Designated Person as the purchaser"Intellectual Property").
1.1.5 all of Seller's rights in and to all the files, documents, records, and books of account relating to the operation of the Station or to the Station Assets, including, without limitation, the Parties agree Station's local public files, programming information and studies, blueprints, technical information and engineering data, sales correspondence, lists of advertisers, promotional materials, credit and sales reports and filings with the FCC and all written Contracts to execute be assigned hereunder, logs, software programs and deliver books and records relating to WFOE employees, financial, accounting and operation matters, but excluding records relating solely to any Excluded Asset (as hereinafter defined);
1.1.6 all necessary documents of Seller's rights under manufacturers' and perform other actions reasonably requested by WFOE vendors' warranties relating to ensure the transfer to such Designated Person.
(b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) items included in the form of Exhibit 3 on Station Assets and all similar rights against third parties relating to items included in the same day Station Assets; and
1.1.7 except for Excluded Assets, such other assets, properties, interests and rights owned by Seller that are used or useful in connection with the operation of the execution Station. The Station Assets shall be transferred to RBI (except for the Station's Licenses which shall be transferred to RLI) free and clear of this Agreementall debts, to authorize WFOE security interests, mortgages, trusts, claims, pledges or other liens, liabilities, encumbrances or rights of third parties whatsoever (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or "Encumbrances; and (ii) all other data in relation to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c"), the Domestic Company shall also take all measures to ensure the actual possessionexcept for those Encumbrances, operation and control of WFOE or the Designated Person over the Assetsif any, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvalsset forth in Schedule 7.7 ("Permitted Encumbrances").
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Regent Communications Inc)
Transfer of Assets. The Domestic Company shall, within five (5) business days after WFOE sends the Exercise Notice (the “Assets Transfer Date”), and pursuant to the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:
(a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.
(b) The Domestic Company shall execute a Power of Attorney (the “ “Domestic Company’s PoA PoA”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ “Shareholder’s Resolution Resolution”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 1 contract
Samples: Exclusive Assets Purchase Agreement
Transfer of Assets. The Domestic On the terms and subject to the ------------------ conditions of this Agreement, the Company shallagrees to sell, within five convey, transfer, assign and deliver to Buyer, and Buyer agrees to purchase from the Company, on the Closing Date (5as hereinafter defined) all of the assets, properties, goodwill and businesses owned by the Company or in which the Company has any right or interest of every type and description, real, personal and mixed, tangible or intangible, wherever situated, as the same shall exist at the close of business days after WFOE sends on the Exercise Notice Closing Date, other than the Excluded Assets (the “Assets Transfer Date”)assets being sold, conveyed, transferred, assigned and pursuant delivered hereunder are collectively referred to as the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the "Assets") including, without any lien or encumbrances in any formlimitation, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below proceduresfollowing:
(a) The Domestic Company shall execute an Assets Transfer Agreement (Business as a going concern and the “Assets Transfer Agreement”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.goodwill related thereto;
(b) The Domestic All technology (patented and unpatented), know-how, technical information and other intellectual property rights owned or licensed by the Company shall execute a Power and currently used or intended for use in connection with the Assets, as further described in Schedule 1.01(b) hereto; ----------------
(c) All furniture, fixtures, furnishings, equipment, machinery, tools, vehicles, leasehold improvements and other tangible personal property owned by the Company or otherwise used in the Business, including, without limitation, those items listed on Schedule 1.01(c) hereto; ----------------
(d) All right and interest in and to any contract, license, sublicense, agreement or commitment relating to the Assets and the Business, including, without limitation, pricing agreements, security deposits, leases of Attorney furniture, supplies, vehicles, equipment and other tangible personal property, and contracts and orders for the purchase or sale of materials, supplies or services and all rights under manufacturers' and vendors' warranties;
(e) Except for the Excluded Assets and with respect to the Excluded Liabilities, all Claims, causes of action, chose in action, rights of recovery and rights of set-off of any kind to the extent transferable (including rights to insurance proceeds and rights under and pursuant to all warranties, representations and guarantees made by suppliers of products, materials or equipment, or components thereof), pertaining to, arising out of, and inuring to the benefit of the Company;
(f) All prepaid items including, without limitation, insurance, advertising and business licenses, all as listed on Schedule 1.01(f) hereto; ----------------
(g) All of the Company's inventory of work in process, samples, finished goods, raw materials, parts and supplies with respect to the Business (the “ Domestic "Purchased Inventory");
(h) All notes receivable, accounts receivable and other receivables;
(i) All licenses, consents, permits, orders and approvals issued by any governmental or regulatory authority which are held or used by the Company in connection with the Business to the extent transferable;
(j) All rights, title and interest of the Company in, to and under the Proprietary Rights (as defined in Section 2.22 below), including, but not limited to, the tradename "Stabilized Products", and all goodwill associated therewith;
(k) All cash, cash equivalents and bank accounts owned by the Company at the Closing Date;
(l) All books of account, general, financial, tax and personnel records, invoices, shipping records, supplier lists, specifications for equipment and raw materials, technical reports, manufacturing process sheets, test procedures, service procedures and all other business documents, records, files and correspondence and all computer software and programs to the extent transferable and any rights thereto owned, associated with or employed by the Company or used in, or relating to, the Business.
(m) All sales and promotional literature, customer lists and other sales- related materials owned, used, associated with or employed by the Business; and
(n) all the Company’s PoA ”'s right, title and interest on the Closing Date in, to and under all other assets, rights and claims of every kind and nature, to the extent transferable, used or intended to be used in the operation of, or residing with, the Business. At Closing, the Assets shall be conveyed to the Buyer free and clear of all claims, charges, liens, contracts, rights, options, security interests, mortgages, encumbrances and restrictions whatsoever (collectively, "Claims") or encumbrances pursuant to a Xxxx of Sale in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, 1.01 attached ------------ hereto and other due and adequate documents instruments of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such AssetsBuyer.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Opta Food Ingredients Inc /De)
Transfer of Assets. The Domestic Company shallSubject to the terms and conditions of this Agreement, within five Seller does hereby agree to sell, transfer, convey and deliver to Buyer, and Buyer does hereby agree to purchase and accept from Seller, the following property and rights located at, used exclusively in connection with and arising out of the Business (5collectively, the “Assets”):
(a) business days after WFOE sends the Exercise Notice All that certain real property more particularly described in Schedule 1 to this Agreement, together with all buildings, structures , improvements, fixtures, benefits, rights and appurtenances thereto belonging or pertaining (the “Assets Transfer DateReal Property”);
(b) All items of furniture, fixtures, equipment, and other tangible personal property owned by Seller located at the Real Property and used by Seller exclusively in the operation of the Business, including those items listed on Schedule 2 to this Agreement;
(c) All automobiles, trucks, and other vehicles listed on Schedule 3 to this Agreement, which shall be paid in full and free and clear of any debt or liens prior to the time of Closing;
(d) All merchandise inventory described on Schedule 4 to this Agreement, including merchadsie constructively delivered to purchasers and being stored on their behalf, subject to any increases or decreases in said merchandise inventory which may result from the ordinary course of Seller’s subsequent operation of the Business until the Effective Time (“Inventory”), and pursuant to the instructions all Services in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:
Progress (a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.
(b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (chereinafter defined), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.;
(e) The Domestic Company shall pay All right, title and interest of Seller in all tax leases as tenant, contracts, agreements and expenses commitments listed on Schedule 5 to this Agreement and any other leases, contracts, agreements and commitments entered into exclusively in relation to connection with the transferBusiness, assign, transmission and delivery including written employment agreements for any employee of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.Business hired by Buyer;
(f) After All unperformed at-need and preneed funeral, crematory and/or cemetery merchandise (including interment, entombment and inurnment rights) and/or services agreements sold by the Assets Transfer DateBusiness, upon subject to any increases or decreases in said agreements which may result from the request ordinary course of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer Seller’s subsequent operation of the Assets Business until the Effective Time, including such agreements of prior owners of the Business for which Seller remains liable (the “At-Need Agreements” or “Preneed Agreements”, as applicable), including contracts and accounts receivable associated therewith (including those listed on Schedule 6 to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.this Agreement);
(g) The Shareholder shall execute a shareholder’s resolution (All interests of Seller in all proceeds of insurance policies relating to or arising from Preneed Agreements, setting forth the “ Shareholder’s Resolution ”) on the same day of the execution of amounts insured thereunder, including those described in Schedule 7 to this Agreement, subject to approve any increases or decreases in said insurance which may result from the transfer ordinary course of Seller’s subsequent operation of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in Business until the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.Effective Time,;
(h) The Shareholder shall execute a Power All interests of Attorney on Seller in those funds trusted pursuant to trust funded Preneed Agreements (“Preneed Trust Funds”), (excluding Preneed Trust Funds related to Preneed Agreements that have been serviced by Seller prior to the same day Effective Time and distributions of income to which Seller is entitled prior to the Effective Time), and all interests of Seller in those funds trusted from interment, entombment and inurnment rights sales deposited in an endowment care fund for the benefit of the execution Business (“Endowment Care Funds”), (excluding distributions of income from Endowment Care Funds to which Seller is entitled prior to the Effective Time); including those trust funds listed in Schedule 8 to this Agreement, subject to authorize WFOE (including WFOE changes hereafter in valuations of trust funds and changes from any required deposits from subsequent sales, payments and permitted withdrawals in ordinary course of Seller’s operation of the Designated Person) to fill in Business until the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such documentEffective Time.;
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits All accounts and approvals; take all other necessary measures to ensure notes receivable generated in the effective transfer operation of the ownership Business including, without limitation, those listed on Schedule 9 to this Agreement, subject to any increases or decreases in said receivables which result from the ordinary course of Seller’s subsequent operation of the Assets Business until the Effective Time, but not including any receivables due from insurance companies or trust funds as a result of the performance by the Business, or other termination or cancellation of Preneed Agreements prior to WFOE or Designated Person.the Effective Time;
(j) If all or part All utility and other deposits previously paid to and/or now held by third parties as of the provisions Effective Time and required to remain on deposit in connection with the operation of this Agreement the Business; and
(k) The goodwill of Seller in the Business, together with all lists of present or its exhibits former customers of the Business, all on-site physical business books, documents, records, files databases and reports relating to the Business that are judged invalid beneficial and useful to Buyer in accordance with PRC laws or regulationscontinuing the Business (collectively, the Parties shall enter into other valid “On-Site Documents”), the wired telephone numbers and effective agreementlistings for the Business, resolution or document all transferable government licenses and Permits of the Business, and all of Seller’s right, title and interest in and Seller’s rights to achieve use the Trade Names and derivatives of those Trade Names, in the trade areas in which those names are currently utilized, subject to any applicable Laws allowing third parties to use the same legal and economic effects as this Agreementnames.
Appears in 1 contract
Transfer of Assets. The Domestic Company shallIn consideration of assumption of the Liabilities and payment of the amounts called for by Article III at the Closing, within five (5) business days after WFOE sends the Exercise Notice (the “Assets Transfer Date”)Seller shall irrevocably sell, transfer, assign and pursuant deliver to the instructions in such Exercise Notice, transfer Buyer and the Assets to WFOE or Designated Person. The Domestic Company Buyer shall procure WFOE or Designated Person to be the only legal owner purchase and accept delivery of the Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below proceduresfollowing:
(a) The Domestic Company shall execute specific furniture, fixtures, and equipment and other tangible personal property, at an Assets Transfer Agreement (the “Assets Transfer Agreement”) on the same day aggregate, fully-depreciated net book value as of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed Closing Date and in an as-is, where-is condition, at the form and format given in the Branch, listed on Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.C hereto;
(b) The Domestic Company All of the Seller’s right, title and interest in and to all contracts, commitments and agreements which the Buyer is assuming pursuant to Sections 2.1 and 2.2 hereof at book value as of the Closing Date. If any such contract, commitment or other agreement of the Seller is not transferable to the Buyer either by virtue of the provisions thereof or under applicable law, or if any such contract, commitment or agreement of the Seller would limit or restrict a transfer contemplated herein, neither this Agreement nor any document delivered pursuant hereto shall execute a Power be deemed an assignment of Attorney (such nontransferable contract, commitment or other agreement and such contracts, commitments and agreements shall be subject to the “ Domestic Company’s PoA ”) in provisions of the form penultimate paragraph of Exhibit 3 on this Section 2.4. To the extent such contracts, commitments or other agreements relate to the conduct of business by the Seller at the Branch and at locations other than the Branch, such contracts, commitments or agreements shall be assigned to the Buyer only to the extent the same day of are applicable to the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.Branch;
(c) The Domestic Company shall deliver All claims and causes of action the Seller has or might have against any third party arising out of, in connection with or with respect to WOFE the Assets or the Liabilities;
(id) xxxx All of salethe Seller’s right, endorsementtitle and interest in and to all Cash on hand at the Branch on the Closing Date and all of the Seller’s rights in and to the Deposits at book value as of the Closing Date, assignsubject, and other due and adequate documents in the case of assign and transfer which contain complete assurance of titlethe Deposits, to grant WFOE or the Designated Person a dueindividual depositors’ continuing right of withdrawal;
(e) All of the Seller’s right, absolute title and marketable title interest in and to all of assetsthe Account Related Loans set forth on the Branch Financial Statements;
(f) Subject to Section 5.2.5, without any lien or Encumbrancesthe assignment of the Seller’s lease of the Leased Premises; and
(g) All books and records (ii) all other data in relation including computer records), files and documentation relating to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c)Liabilities. To the extent such books and records relate to the conduct of business by the Seller at the Branch and at locations other than the Branch, such books and records shall be assigned to the Buyer only to the extent the same are applicable to the Branch. Notwithstanding the foregoing provisions of this Section 2.4, any Asset, the Domestic Company assignment or attempted assignment of which would be invalid or would constitute a breach of any contract, agreement or commitment to which the Seller is a party or by which it may be bound shall also take all measures to ensure be used, held and/or received by the actual possession, operation Seller for the benefit of the Buyer in accordance with the Buyer’s instruction and control of WFOE or at the Designated Person over the Assets, including executing all other necessary agreements or documentsSeller’s expense, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the Seller shall, without further consideration, convey, transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute assign and deliver to WFOE or the Designated Person Buyer all such Assets at the earliest time practicable. All such sales, conveyances, transfers, assignment and deliveries shall be effected by such assignments, endorsements, deeds, bills of sale and other documents of assign and transfer, and take other measures instruments as shall be reasonably requested by WFOE or counsel for the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such AssetsBuyer.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 1 contract
Samples: Agreement to Assume Liabilities and to Acquire Assets (United Pan Am Financial Corp)
Transfer of Assets. The Domestic Company shallExcept as otherwise provided in Section 1.2, within five effective as of the “Transfer Date” (5as defined in Article 2), the Selling Entities shall sell, transfer, assign, grant, convey and deliver as legal and beneficial owner to Buyer US in respect of the US Purchased Assets and to Buyer UK in respect of the UK Purchased Assets, free and clear of all “Liens” other than “Permitted Liens” (as such terms are defined in Section 3.5), all of their right, title and interest in and to their properties, rights and assets of every kind, nature and description, whether real or personal, tangible or intangible, and wherever situated, to the extent the same are used or held for use primarily or exclusively in the operation of the Business, including all assets shown on the June Balance Sheet (as defined in Section 3.2(b)) and not disposed of in the ordinary course of business days after WFOE sends the Exercise Notice since June 30, 2005 (the “Assets Transfer June Balance Sheet Date”), and pursuant all assets of the Business acquired by the Selling Entities between the June Balance Sheet Date and the Transfer Date, (such properties, rights and assets are referred to as the “Purchased Assets”). In the case of any of the Purchased Assets which are capable of transfer by delivery, title to that Purchased Asset shall pass to the instructions relevant Purchasing Entity by delivery. Except as otherwise provided in such Exercise NoticeSection 1.2, transfer the Purchased Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner include, without limitation, all of the Assetsfollowing property, without any lien or encumbrances in any form, rights and shall assist in transferring the title assets of the Assets to WFOE Selling Entities used primarily or Designated Person through below proceduresexclusively in the Business:
(a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) on the same day All billed and unbilled accounts receivable, including without limitation, all trade accounts receivable, notes receivable from customers, supplier credits and all other obligations from customers with respect to sale of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form goods or services, together with any unpaid interest or fees accrued thereon or other amounts due with respect thereto, and format given in the Exhibit 2 of this Agreement; any security or collateral therefor, including recoverable advances and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.deposits;
(b) The Domestic Company shall execute a Power of Attorney All land, buildings, leaseholds, leasehold improvements and other interests in realty, including without limitation the “Owned Real Property” (as defined in Section 3.6(a)) other than the “ Domestic Company’s PoA ”South Beloit Facility (as defined in Section 1.2(m)) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill Waynesboro Facility (as defined in the date and relevant information on the aforementioned Assets Transfer AgreementSection 1.2(n)), and all improvements, fixtures and fittings thereon, and easements, servitudes, rights-of-way and other appurtenances thereto (such as appurtenant rights in and to authorize WFOE to keep such document.public streets);
(c) The Domestic Company shall deliver to WOFE (i) xxxx of saleAll machinery and equipment, endorsement, assign, including test equipment and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.fully depreciated equipment;
(d) When delivering the documents provided in above paragraph (c)All tools, the Domestic Company shall also take all measures to ensure the actual possessiondies, operation molds and control of WFOE or the Designated Person over the Assetsother tooling, including executing all any rights in respect of tools, dies, molds and other necessary agreements or documents, and obtaining all necessary government permits and approvals.tooling in the possession of others;
(e) The Domestic Company shall pay all tax All supplies and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.other consumables on hand;
(f) After the Assets Transfer DateAll inventory, upon the request of WFOE or the Designated Personincluding raw materials, the Domestic Company shall execute work-in-process, finished goods, spare parts, replacement and deliver to WFOE or the Designated Person other documents of assign and transfercomponent parts, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.samples;
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this AgreementAll rights, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed if any, in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.any customer furnished materials;
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.All motor vehicles;
(i) The Parties hereto shall execute all other necessary agreements or documentsAll transportation and packing and delivery equipment, obtain all necessary government permits materials and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.supplies;
(j) If all or part All office equipment and supplies;
(k) All office furniture and furnishings;
(l) All indemnity, fidelity and contract bonds issued by third parties in favor of the provisions Selling Entities, and which are set forth on Schedule 1.1(l);
(m) All causes of this Agreement action, suits, judgments, claims and demands of any nature;
(n) All transferable franchises, licenses, approvals, permits and other authorizations issued or its exhibits are judged invalid granted by any “Governmental Body” (as defined in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.Section 3.1(e));
Appears in 1 contract
Transfer of Assets. The Domestic Company shallOn the terms and subject to the conditions set forth in this Agreement, within five (5) business days after WFOE sends on the Exercise Notice (date hereof, the “Assets Transfer Date”)Contributor contributes to the Contributing Partner and the Contributing Partner is contributing, conveying, assigning, transferring and delivering to the Partnership, or shall cause to be contributed, conveyed, assigned, transferred and delivered to the Partnership, and pursuant to the instructions in such Exercise NoticePartnership shall accept, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner acquire and assume all of the assets, rights, and properties used or held for use in the contemplated operation and conduct of the Contributed Business of every kind, nature, character and description, tangible and intangible, real, personal or mixed, wherever located other than the Excluded Assets; and which conveyance, subject to Section 2.2, shall include, without any lien or encumbrances in any formlimitation, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below proceduresfollowing:
(a) The Domestic Company shall execute an Assets Transfer Agreement All right, title and interest of the Contributor and any Affiliate thereof in the parcels of land described as fee property on Schedule 2.1(a), together with all buildings, structures, fixtures and other improvements situated thereon and all right, title and interest of the Contributor and any Affiliate thereof under easements, privileges, rights-of-way, riparian and other water rights, lands underlying any adjacent streets or roads, appurtenances and licenses to the extent pertaining to or accruing to the benefit of the land (the “Assets Transfer Agreement”"Fee Interests");
(b) on the same day All right, title and interest of the execution Contributor and any Affiliate thereof under the leases and subleases, all amendments thereto and all agreements related thereto described on Schedule 2.1(b) (the "Leases"), for the use and occupancy of the premises described therein (the "Leased Premises"), together with all buildings, structures, fixtures and other improvements situated thereon and, all rights and interests of the Contributor and any Affiliate thereof under all easements, privileges, rights-of-way, riparian and other water rights, appurtenances and licenses pertaining to the Leases or accruing to the benefit of the tenant under the Leases (the "Leaseholds");
(c) All right, title and interest of the Contributor and any Affiliate thereof, if any, in lands, or real property of others, used principally in the normal operation and conduct of the Contributed Business (the "Associated Rights"), including, without limitation, all contracts, easements, rights-of- way, permits, licenses and leases and other similar rights for related equipment, power and communications cables, and other related property and equipment used principally in the normal operation and conduct of the Contributed Business;
(d) All of the right, title and interest of the Contributor and any Affiliate thereof in and to the equipment, furniture, furnishings, fixtures, machinery, Capital Spares, vehicles, tools, computers and other tangible personal property used principally in the normal operation and conduct of the Contributed Business including without limitation the items listed on Schedule 2.1(d), (the equipment described in this Agreement. The Assets Transfer Agreement shall Section 2.1(d), to be referred to collectively as the "Equipment") and all warranties and guarantees, if any, express or implied, existing for the benefit of the Contributor or any Affiliate thereof in connection with the Equipment to the extent assignable;
(e) Subject, to the extent applicable, to Section 5.3, all (i) be executed in customer lists, customer credit information (to the form extent neither the Contributor nor any Affiliate thereof is bound to any confidentiality obligation with respect thereto), customer payment histories and format given in the Exhibit 2 of this Agreement; credit limits, vendor lists, catalogs, and (ii) be made Intellectual Property to the extent used or contemplated for use principally in two the normal operation and conduct of (2or to the extent under development for use principally in the normal operation and conduct of) duplicates. If WFOE nominates a Designated Person as or the purchasermarketing or promotion of, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.
Contributed Business (b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c)collectively, the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the "Unrecorded Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.");
(f) After All Contracts, whether or not entered into in the Assets Transfer Dateordinary course of business, upon that relate principally to the request normal operation and conduct of WFOE the Contributed Business, or in the Designated Person, case of any Contracts under which either the Domestic Company shall execute and deliver Contributor or any Affiliate thereof retains rights with respect to WFOE or the Designated Person its other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Personbusinesses, to facilitate the assign and transfer extent any such Contract relates to the operation of the Contributed Business (all the foregoing excluding Government Licenses, but, together with all agreements and instruments setting forth the Contributor's and any of its Affiliates' rights with respect to rights-of-way, privileges, riparian and other rights, appurtenances, licenses or franchises and in respect of intellectual property rights, in each case that constitute Assets described in clauses (a) through (e), of this Section 2.1 to WFOE or be referred to collectively as the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets."Contributed Contracts");
(g) The Shareholder shall execute a shareholder’s resolution (Any Trademarks to the “ Shareholder’s Resolution ”) on extent used or contemplated to be used principally in the same day normal operation and conduct of the execution of this Agreement, to approve the transfer Contributed Business (all of the Assets items referred to WFOE. The Shareholder’s Resolution shall (i) be executed in this Section 2.1(g), together with the form and format given items referred to in the Exhibit 1 of this Agreement; and clause (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as of Section 2.1(e), collectively the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person."Contributed Intellectual Property");
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, All Government Licenses that are transferable and as to authorize WFOE (including WFOE and the Designated Person) which Consents to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.transfer are obtained where required;
(i) The Parties hereto shall execute all other necessary agreements or documentsInventory, obtain all necessary government permits Stores Inventory and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.Prepaid Expenses;
Appears in 1 contract
Samples: Asset Contribution Agreement (Millennium Chemicals Inc)
Transfer of Assets. The Domestic Company shallOn the terms and subject to the conditions set forth in this Agreement, within five (5) business days after WFOE sends on the Exercise Notice (date hereof and effective as of the “Assets Asset Transfer Date”)Effective Time, Contributor hereby contributes, conveys, assigns, transfers and delivers to the Partnership, or causes to be contributed, conveyed, assigned, transferred and delivered to the Partnership, and pursuant to the instructions in such Exercise NoticePartnership hereby accepts and acquires, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner all of the Assetsassets, without any lien or encumbrances in any formrights, and shall assist properties used or held for use in transferring the title operation and conduct or contemplated operation and conduct of the Assets Contributed Business of every kind, nature, character and description, tangible and intangible, real, personal or mixed, whether held by Contributor or an Affiliate thereof, wherever located, other than the Excluded Assets; and which conveyance, subject to WFOE or Designated Person through below proceduresSection 1.2, shall include the following:
(a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.Fee Interests;
(b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.Leaseholds;
(c) The Domestic Company shall deliver to WOFE (i) xxxx of salethe Associated Rights, endorsementincluding all contracts, assigneasements, rights-of-way, permits, licenses and leases and other similar rights for related equipment, power and communications cables, and other due related property and adequate documents equipment used principally in the normal operation and conduct of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.Contributed Business;
(d) When delivering the documents provided Equipment and all warranties and guarantees, if any, express or implied, existing for the benefit of Contributor or any Affiliate thereof in above paragraph (c), connection with the Domestic Company shall also take all measures Equipment to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.extent assignable;
(e) The Domestic Company shall pay all tax and expenses in relation Subject to the transferMaster Intellectual Property Agreement, assign, transmission and delivery of the Unrecorded Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.;
(f) After Subject to the Assets Transfer Date, upon the request of WFOE or the Designated PersonMaster Intellectual Property Agreement, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.Contributed Intellectual Property;
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.Contributed Contracts;
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, All Government Licenses that are transferable and as to authorize WFOE (including WFOE and the Designated Person) which Consents to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.transfer are obtained where required;
(i) The Parties hereto shall execute all Accounts Receivable, Inventory, Stores Inventory, Prepaid Expenses, and plant pettx xxxh funds, including, by way of illustration only, any amounts or balances owing to Contributor under any product exchange or similar agreeement, other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure than the effective transfer of the ownership of the Assets to WFOE or Designated Person.Specified Working Capital Items;
(j) If all or part All of the provisions outstanding capital stock of this Agreement LaPoxxx Xxxmicals Corp. (the "Contributed Subsidiary");
(k) All claims and rights against third parties (including insurance carriers, indemnitors, suppliers and service providers) to the extent, but only to the extent that, they relate to the Assumed Liabilities; PROVIDED, HOWEVER, that to the extent that any claims or rights of Contributor against any third parties are not assigned to the Partnership, and the Partnership incurs Liabilities that would create such claims or rights on behalf of Contributor, Contributor shall enforce such claims or rights for the benefit (and at the cost) of the Partnership to the extent it may lawfully do so, except that Contributor shall not be required to enforce insurance claims against fronting, captive or retrospectively rated policies which would ultimately result in such claims being ultimately borne, directly or indirectly, by Contributor; and
(l) Any other asset of Contributor or its exhibits are judged invalid in accordance with PRC laws or regulations, Affiliates contributed to the Parties shall enter into other valid and effective agreement, resolution or document Partnership pursuant to achieve the same legal and economic effects as terms of this Agreement.
Appears in 1 contract
Transfer of Assets. The Domestic Company shall(a) Medarex desires to purchase and Valentis desires to sell, within five transfer, assign, bargain, convey and deliver all right, title and interest to Medarex of certain intellectual property (5including all Patents, patent applications and trade secrets) business days after WFOE sends contracts and license agreements, know-how, data, information and materials relating to the Exercise Notice developmental endothelial locus-1 (“Del-1”) gene, Del-1 protein, and certain Del-1 antibodies (collectively “Del-1 MAb Program”) that are owned, in-licensed or otherwise controlled by Valentis solely as expressly set forth in this Agreement and as contained in the Exhibits to this Agreement (listed below) (collectively, the “Acquired Assets”):
(i) the intellectual property (including the Patents) set forth in Exhibit A and any divisions, continuations, continuations-in-part, reexaminations, reissues, substitutions, renewals, restorations, additions or registrations thereof, as well as any non-U.S. counterparts thereof and extensions and supplementary protection certificates based thereon;
(ii) Materials described in Exhibit C
(iii) the license agreements set forth in Exhibit B (the “Assets Transfer DateContracts”), and pursuant ;
(iv) all the rights owned or controlled by Valentis related exclusively to the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the Acquired Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:; and
(av) The Domestic Company shall execute an Assets Transfer Agreement all information, materials, files, documents, instruments, papers, books and records (scientific or financial) of Valentis to the “Assets Transfer Agreement”) on extent related to the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated PersonAcquired Assets.
(b) The Domestic Company Delivery of Acquired Assets. Valentis shall promptly execute a Power and deliver to Medarex any and all assignments, endorsements and other documents necessary to effectuate the terms and conditions of Attorney (this Agreement. On the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day Closing Date, Valentis shall make available to Medarex possession of the execution Acquired Assets, provided however that the expense of retrieving, removing and transferring the Acquired Assets shall be born exclusively by Valentis. Valentis’ assignment of the Contracts to Medarex expressly includes all rights therein, including without limitation, any right to receive or obligation to make payment for products licensed and services rendered after the Closing Date of this Agreement, and, after the Closing Date, to authorize WFOE receive goods and services and to assert claims and to take other actions with respect to breaches and defaults thereunder (“Assigned Contracts”), provided, that this Agreement shall not constitute an assignment or attempted assignment or agreement to assign an Assigned Contract if an assignment or attempted assignment of an Assigned Contract without the consent of the other party or parties thereto would constitute a breach of the Assigned Contract. If, after the Closing Date, there exist any uncompleted or ineffective Assigned Contracts to Medarex, Valentis, at its sole cost, will obtain, and Medarex will cooperate with Valentis to obtain, within thirty (30) business days after the Closing Date, any consents required for the assignment of any Assigned Contract to Medarex or any novations of the Assigned Contract to make Medarex a party directly (“Time to Obtain Consents”). Medarex shall promptly provide notice to Valentis of any and all consents, novations or assignments that it has not received during the Time to Obtain Consents and Valentis shall promptly cooperate with Medarex to obtain any and all consents, novations or assignments not received. If such consent or novation is not obtained within the Time to Obtain Consents or if an attempted assignment would be ineffective or impair Medarex’s rights under the applicable Assigned Contract, the parties may, in Medarex’s sole option (i) cooperate to insure that the benefits of the Assigned Contract will inure to Medarex (including WFOE the remittance by Valentis to Medarex of any revenues paid to Valentis which would be Medarex’s revenue if the Assigned Contracts have been assigned); and (2) cooperate to insure that Valentis performs and discharges all of Medarex’s obligations under the Designated Person) Assigned Contracts as a subcontractor or otherwise (“Workaround Due to fill Ineffective Assignment”). If Medarex decides to opt against pursuing the Workaround Due to Ineffective Assignment and Medarex has provided timely notice to Valentis of any and all consents or assignments not received by Medarex during the Time to Obtain Consents, then this Agreement shall automatically become null and void, Valentis shall immediately return to Medarex the Purchase Price in full, and each Party shall be relieved of any and all obligations to the date and relevant information on the aforementioned Assets Transfer other Party that are set forth in this Agreement, and to authorize WFOE to keep such documentfinancial or otherwise, except the Survival of Covenants obligations.
(c) The Domestic Company Medarex acknowledges and agrees that it is not acquiring any rights, title or interest in, to or under, and the Acquired Assets shall deliver to WOFE not include, any of the following asset(s) (the “Excluded Assets”):
(i) xxxx any and all cash and cash equivalents of saleValentis or any of its Affiliates;
(ii) any and all other manufacturing equipment and packaging assets owned or leased by Valentis or any of its Affiliates that relate to the Acquired Assets;
(iii) any and all Valentis Names and any and all logos, endorsementvariations or derivatives thereof except for the tradenames expressly included in Exhibit A as part of the Acquired Assets;
(iv) any and all refunds or credits of Taxes not attributable to the Acquired Assets;
(v) any and all Retained Information, assign, except as expressly provided in Section 1.02 (b);
(vi) any and all other due and adequate documents of assign and transfer which contain complete assurance of title, intellectual property or intellectual property rights that (a) do not pertain to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or EncumbrancesAcquired Assets; and (ii2) are not part of the List of Patents in Exhibit A (collectively, “Excluded IP”);and
(vii) any and all other data rights, claims and credits of Valentis or any of its Affiliates arising under insurance policies and all guarantees, warranties, indemnities and similar rights in relation favor of Valentis or any of its Affiliates relating to the Assets and its operationany Excluded Asset.
(d) When delivering Medarex shall acquire the documents provided in above paragraph (c), the Domestic Company shall also take Acquired Assets free and clear of all measures to ensure the actual possession, operation Liens and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvalsLiabilities.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 1 contract
Transfer of Assets. The Domestic Company shall, within five (5) business days after WFOE sends the Exercise Notice (the “Assets Transfer Date”), and pursuant to the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:
(a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.
(b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx bxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 1 contract
Transfer of Assets. The Domestic Company shall, within five At or prior to the Operative Time (5it being understood that some of such Transfers may occur following the Operative Time in accordance with Section 2.2(a) business days after WFOE sends the Exercise Notice (the “Assets Transfer Date”and Section 2.6), and pursuant to the instructions Conveyancing and Assumption Instruments and in such Exercise Notice, transfer connection with the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the Assets, without any lien or encumbrances in any formContribution:
(i) Nextracker OpCo and Flex shall, and shall assist in transferring cause the title applicable Asset Transferors to, transfer, contribute, distribute, assign and/or convey or cause to be transferred, contributed, distributed, assigned and/or conveyed (“Transfer”) to (A) the respective Flex Asset Transferees, all of the applicable Asset Transferors’ right, title and interest in and to the Flex Retained Assets to WFOE and the applicable Flex Asset Transferee shall accept from Flex or Designated Person through below procedures:
(a) The Domestic Company shall execute an Assets Transfer Agreement (Nextracker OpCo and the “Assets Transfer Agreement”) on the same day applicable members of the execution Flex Group or the Nextracker Group all of this Agreement. The Assets Transfer Agreement shall (i) be executed in Flex’s, Nextracker OpCo’s and the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.
(b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day members of the execution of this AgreementFlex Group’s or the Nextracker Group’s respective direct or indirect rights, to authorize WFOE (including WFOE title and the Designated Person) to fill interest in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the applicable Assets, including executing all of the outstanding shares of capital stock or other necessary agreements or documentsownership interests, that are included in the Flex Retained Assets, and obtaining (B) Nextracker OpCo and/or the respective Nextracker Asset Transferees, all necessary government permits of its and approvals.
(e) The Domestic Company shall pay all tax the applicable Asset Transferors’ right, title and expenses interest in relation and to the transferNextracker Assets, assign, transmission and delivery the applicable Nextracker Asset Transferees shall accept from Flex and the applicable members of the Flex Group, all the members of the Flex Group’s respective direct or indirect rights, title and interest in and to the applicable Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer all of the Assets to WFOE outstanding shares of capital stock or other ownership interests, that are included in the Designated Person, and ensure the possession by WFOE or the Designated Person of such Nextracker Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2Any costs and expenses incurred after the Operative Time to effect any Transfer contemplated by this Section 2.2(b) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE any transfer effected pursuant to Section 2.6) shall be paid as set forth in Section 10.5. Other than costs and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid expenses incurred in accordance with PRC laws the foregoing sentence or regulationsas otherwise provided in an Ancillary Agreement, nothing in this Section 2.2(b) shall require any member of any Group to incur any material obligation or grant any material concession for the Parties shall enter into benefit of any member of any other valid and effective agreement, resolution or document Group in order to achieve the same legal and economic effects as effect any transaction contemplated by this AgreementSection 2.2(b).
Appears in 1 contract
Transfer of Assets. The Domestic Company shall, within five (5a) business days after WFOE sends the Exercise Notice (the “Assets Transfer Date”)Pursuant to, and in accordance with Section 6.7 of the Plan, beginning upon the Effective Date and continuing thereafter until fully funded by Debtors, the Trustee will receive the Aggregate Fire Victim Consideration to fund the Trust and use the Aggregate Fire Victim Consideration, any other assets transferred to the Fire Victim Trust pursuant to the instructions in Plan, and any income earned from all such Exercise Noticeassets (collectively, transfer the Assets “Trust Assets”) to WFOE or Designated Personresolve all Fire Victim Claims against the Debtors and pay all Trust Expenses. The Domestic Company shall procure WFOE Trust Assets will be transferred free and clear of any liens, encumbrances, charges, claims, interests or Designated Person to be other liabilities of any kind by the only legal owner of Debtors, any creditor, or other entity except as provided in the Plan and this Trust Agreement. To the extent certain assets comprising the Trust Assets, without any lien because of their nature or encumbrances in any formbecause such assets will accrue or become transferable subsequent to the Effective Date, and cannot be transferred to, vested in, and assumed by the Trust on such date, such assets shall assist in transferring be automatically, and without further act or deed, transferred to, vested in, or assumed by the title of the Assets to WFOE or Designated Person through below procedures:
(a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) on the same day of the execution of this AgreementTrust as soon as reasonably practicable after such date. The Assets Transfer Agreement Debtors shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver such documents as the Trustee reasonably requests to WFOE all necessary documents transfer and perform assign any assets to fund the Trust and the Trustee on behalf of the Trust, is authorized, to the extent necessary, such documents. No monies, choses in action, and/or assets comprising the Trust Assets that have been transferred, granted, assigned, or otherwise delivered to the Trustee shall be used for any other actions reasonably requested by WFOE to ensure purpose other than for the transfer to such Designated Personpayment, defense, or administration of the Fire Victim Claims and the payment of Trust Expenses.
(b) The Domestic Company [In furtherance of, and without limiting, the foregoing: 2Pre-Effective Date appointments, retentions and/or applications of the Trustee, Claims Administrator or any Professional in the Bankruptcy Cases shall execute a Power not prevent the Trustee, Claims Administrator or any Professional from being deemed independent.
(i) On the Effective Date, the [Debtors] shall irrevocably, grant, and assign to the Trust, and the Trust shall receive and accept, any and all of Attorney the [Insurance Rights/Policies], including the right to enforce such [Insurance Company’s] obligation to pay any Fire Victim Claims or to reimburse the Debtors for such Fire Victim Claims (the “ Domestic Company’s PoA “Insurance Rights Transfer”).
(ii) The Insurance Rights Transfer is made free and clear of all Claims, Liens, encumbrances, or Causes of Action of any nature whatsoever[ ]
(iii) The Trust shall become liable for and shall satisfy, to the extent required under applicable law, any premiums, deductibles, self-insured retentions, and any other amounts arising in the form of Exhibit 3 on the same day any way out of the execution receipt of this Agreementany payment from an Insurance Company.
(iv) The Insurance Rights Transfer is made to the maximum extent possible under applicable law.
(v) The Insurance Rights Transfer is absolute and does not require any further action by the Debtors, to authorize WFOE [the Reorganized Debtors,] the Trust, the Bankruptcy Court, or any other Entity.
(including WFOE and vi) The Parties hereto intend that the Designated Person) to fill in the date and relevant information on the aforementioned Assets Insurance Rights Transfer Agreementshall be governed by, and to authorize WFOE to keep such document.construed in accordance with, the Bankruptcy Code and other applicable laws governing the Insurance Policies.]3
(c) The Domestic Company income of the Trust (after payment of all taxes thereon) shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation be added to the Trust Assets and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid used in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve purposes of the same legal and economic effects Trust as this Agreementset forth in Section 1.2 hereof.
Appears in 1 contract
Samples: Trust Agreement
Transfer of Assets. The Domestic Company shall, within five (5) business days after WFOE sends the Exercise Notice (the “Assets Transfer Date”), and pursuant to the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:
(a) The Domestic Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as hereinafter defined) the Seller shall execute an transfer to the Buyer, free and clear of all claims, charges, liens, contracts, rights, options, security interests, mortgages, encumbrances and restrictions whatsoever (collectively, "Claims"), all of the assets, properties and rights owned by the Seller or in which the Seller has any right or interest of every type and description, real, personal and mixed, tangible and intangible, confirmed or contingent (other than the Excluded Assets Transfer as hereinafter defined), including, without limitation, business agreements, property, Inventory (as defined in Section 2.30), goodwill, supplier lists, customer lists, licenses and permits, processes, service marks, know-how, show-how, trade secrets, software (including, without limitation, documentation and related source and object codes), licenses thereto, computers and computer equipment, files and other records, systems and processes, security deposits, contracts, arrangements and understandings, oral and written, formal and informal, for work to be performed and/or services to be provided, real estate and interests therein, leasehold and other improvements, machines, machinery, equipment, furniture, fixtures, supplies, all rights and claims under insurance policies and other contracts of whatever nature, all causes of action, claims and demands of every nature relating to the Assumed Liabilities, Contracts and Leases (as hereinafter defined), the right to use the names "North Country Thermal Line" and "North Country Glass" or any derivative of either, and all other assets, properties and rights of every kind and nature owned by the Seller, whether or not specifically referred to in this Agreement (the “Assets Transfer Agreement”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchasercollectively, the Parties agree "Transferred Assets"), all with the intention that the Business shall be transferred to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated PersonBuyer as a going concern.
(b) The Domestic Company Notwithstanding any provision of this Agreement to the contrary, there shall execute a Power of Attorney be excluded from the Transferred Assets and retained by the Seller the following assets (the “ Domestic Company’s PoA ”"Excluded Assets"): (i) all cash on hand and in banks (including all uncollected items); (ii) all billed and unbilled accounts receivable; (iii) all other claims for services provided to customers prior to the form Effective Time; and (iv) all contracts, arrangements and understandings which are not capable of Exhibit 3 on being transferred or assigned without the same day approval or consent of any party thereto other than the execution of this AgreementSeller if such approval or consent has not been obtained, subject, however, to authorize WFOE (including WFOE Sections 1.3 and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document5.1 herein.
(c) The Domestic Company Seller shall deliver transfer the Transferred Assets to WOFE (i) xxxx the Buyer pursuant to a Xxxx of saleSale in substantially the form of EXHIBIT A, endorsementan Assignment and Assumption Agreement in substantially the form of EXHIBIT B, assigna Lease Agreement in substantially the form of EXHIBIT C, and such other due documents and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE instruments as the Buyer or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operationcounsel may reasonably request.
(d) When delivering At any time and from time to time after the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Closing Date, upon at the request of WFOE or the Designated PersonBuyer and without further consideration, the Domestic Company Seller shall execute and deliver to WFOE or the Designated Person such other documents instruments of assign and sale, transfer, conveyance, assignment and take other measures confirmation as may be reasonably requested by WFOE or in order to more effectively transfer, convey and assign to the Designated Person, Buyer and to facilitate confirm the assign and transfer of Buyer's title to the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Transferred Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Thermoview Industries Inc)
Transfer of Assets. The Domestic Company shallIn consideration of assumption of the Liabilities and payment of the amounts called for by Article III at the Closing, within five (5) business days after WFOE sends the Exercise Notice (the “Assets Transfer Date”)Seller shall irrevocably sell, transfer, assign and pursuant deliver to the instructions in such Exercise Notice, transfer Buyer and the Assets to WFOE or Designated Person. The Domestic Company Buyer shall procure WFOE or Designated Person to be the only legal owner purchase and accept delivery of the following Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:
(a) The Domestic Company shall execute an Assets Transfer Agreement all Loans, including (as provided in Paragraph 3 of Schedule 1 hereto) accrued interest thereon to the “Assets Transfer Agreement”) on Closing Date; provided, however the same day of Buyer has the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in right to reject any loans upon notice to the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in Seller at least two (2) duplicates. If WFOE nominates a Designated Person as Business Days prior to the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.Closing Date;
(b) The Domestic Company shall execute a Power all of Attorney (the “ Domestic Company’s PoA ”) Seller's right, title and interest in and to the Personal Property set forth on Exhibit E attached hereto and incorporated herein by this reference, other than any such Personal Property disposed of in the form ordinary course of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation business prior to the Assets Closing Date and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of accordance with the provisions of this Agreement and other than any signs or its exhibits proprietary items; plus any and all substitutions therefor and replacements and additions thereto which are judged invalid purchased by the Seller prior to the Closing Date and which are agreed to by the Buyer, together with the Seller's books and records with respect thereto;
(c) all of the Seller's right, title and interest in and to the Lease and all contracts, commitments and agreements which the Buyer is assuming pursuant to Sections 2.1 and 2.2, together with Seller's books and records with respect thereto, and all right, title and interest to all deposits, prepayments and payments, whether as an advance, deposit or otherwise, with respect thereto. To the extent such contracts, commitments or other agreements relate to the conduct of business by the Seller at the Branch and at locations other than the Branch, such contracts, commitments or agreements shall be assigned to the Buyer only to the extent the same are applicable to the Branch. If the Seller shall have received, on or prior to the Closing Date, any payments under any such contract, commitment or agreement (whether as an advance, deposit or otherwise) which relate to the conduct of business at the Branch after the Closing Date, then an amount equal to the aggregate of such payments shall be deemed to be a Liability assumed by the Buyer for the purpose of calculating the Assumption Price pursuant to Article III hereof;
(d) all of the Seller's right, title and interest in and to all cash on hand at the Branch and cash due from banks to the Branch with respect to Deposits assumed on the Closing Date and all of the Seller's rights in and to the Deposits as of the Closing Date, subject, in the case of the Deposits, to the individual depositors' continuing right of withdrawal;
(e) all assets of the Seller used at the Branch as of December 31, 1997 or acquired thereafter in the ordinary and regular course of business of the Branch and which have not been disposed of in the ordinary and regular course of business of the Branch and in accordance with PRC laws this Agreement on or regulationsprior to the Closing Date, except for the Parties Retained Assets;
(f) all of the Seller's right, title and interest in the Branch Premises, together with the Seller's books and records with respect thereto;
(g) all claims and causes of action the Seller has or might have against any third party arising out of, in connection with or with respect to the Assets or the Liabilities,
(h) all of the business connected with the Assets and Liabilities being transferred hereunder and goodwill, if any, of the Branch; and
(i) all other assets of the Branch not listed in this Section 2.4, including all items in transit and routine suspense resources, but not including any asset set forth in Section 2.6 herein. The Seller shall enter into hold the Buyer harmless from any loss regarding any items in transit which are rejected if it creates an overdraft in an account which does not have adequate funds on deposit at the time of the Closing to cover said items. Notwithstanding the foregoing provisions of this Section 2.4, if the assignment or attempted assignment of any Asset would be invalid or would constitute a breach of any lease, contract, agreement or commitment to which the Seller is a party or by which it may be bound, that Asset shall be used, held and/or received by the Seller for the benefit of the Buyer in accordance with the Buyer's instructions and at the Buyer's expense, and the Seller shall, without further consideration, convey, transfer, assign and deliver to the Buyer all such Assets at the earliest time practicable. The Seller shall not be liable to the Buyer for any loss or liability incurred in connection with any such Asset or the Seller's handling of any such Asset, except to the extent that such loss or liability is due to the Seller's gross negligence or intentional misconduct. All such sales, conveyances, transfers, assignments and deliveries shall be effected by such assignments, deeds, bills of sale and other valid and effective agreement, resolution or document to achieve instruments as shall be reasonably requested by counsel for the same legal and economic effects as this AgreementBuyer.
Appears in 1 contract
Samples: Agreement to Assume Liabilities and Acquire Assets (Vib Corp)
Transfer of Assets. The Domestic Company shallOn the terms and subject to the conditions ------------------ of this Agreement, within five at the Closing (5) business days after WFOE sends the Exercise Notice (the “Assets Transfer Date”as defined in Section 7.1), the Seller shall sell, transfer, convey and pursuant assign to the instructions in such Exercise NoticeBuyer, transfer and the Assets to WFOE or Designated Person. The Domestic Company Buyer shall procure WFOE or Designated Person to be purchase and acquire from the only legal owner Seller, all of the Seller's right, title and interest in, to and under the following (and only the following) assets, properties and rights relating to the Subject Business as the same shall exist immediately prior to the Closing (collectively referred to as the "Purchased Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:"):
(a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) on the same day all of the execution Seller's right, title and interest in and to the Intellectual Property, including, but not limited to, all of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form Seller's right, title and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaserinterest under Trademarks, the Parties agree to execute Patents, the Copyrights and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.Software Licenses;
(b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day all of the execution of this AgreementSeller's transferable right, to authorize WFOE (including WFOE title and interest under the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.Assumed Contracts;
(c) The Domestic Company shall deliver to WOFE (i) xxxx all signs in the possession of saleany of the Franchisees which are owned by the Seller, endorsementall forms, assignlabels, catalogs, brochures, art work, photographs and advertising material in the Seller's possession which are owned by the Seller and used in connection with the Subject Business, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.copyrights therein;
(d) When delivering all training and marketing manuals owned by the documents provided Seller and used in above paragraph (c), the Domestic Company shall also take Subject Business and all measures to ensure franchise and Datago operating manuals and all copyrights owned by the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.Seller therein;
(e) The Domestic Company shall pay all tax fixed assets and expenses in relation tangible personal property of the Seller relating to the transfer, assign, transmission and delivery of the AssetsSubject Business (other than inventories), including due without limitation, the machinery, equipment, supplies, furniture and payable sales taxother assets set forth on SCHEDULE 2.1(e), transfer tax, filing fee, usage tax, registration fee, etc.which Schedule shall be updated by the parties prior --------------- to the Closing;
(f) After copies or originals of all information and records of the Assets Transfer DateSeller, upon whether reduced to writing or in computer form, acquired for, useful in, or in any way related to the request Subject Business, including without limitation, customer files, sales and royalty records, accounting records, mailing addresses of WFOE or and other data relating to the Designated PersonFranchisees and Datago Purchasers, the Domestic Company shall execute forms, catalogs, brochures, advertising materials, vendor lists and deliver to WFOE or the Designated Person other documents of assign and transferemployee records, specifications, schematics, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.product manuals; and
(g) The Shareholder shall execute a shareholder’s resolution all assets of the Seller listed on SCHEDULE 2.1(g), including but --------------- not limited to all accounts receivable of the Seller as of the Closing Date relating to the Subject Business (the “ Shareholder’s Resolution ”) on "Accounts Receivable"), which Schedule shall be updated prior to the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid Closing in accordance with PRC laws or regulations, Section 5.2(f) and which is subject to further adjustment as of the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this AgreementClosing Date in accordance with Section 7.4.
Appears in 1 contract
Transfer of Assets. The Domestic Company shallOn the terms and subject to the conditions of this Agreement, within five at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer and its assignees under Section 10.6 hereof (5) business days after WFOE sends the Exercise Notice (collectively, the “Assets Transfer DateBuyer Group”), and pursuant Buyer shall, or shall cause the applicable member of the Buyer Group to, purchase, acquire and accept assignment from Seller or another member of the Seller Group, all of the Seller Group’s right, title and interest in and to the instructions in such Exercise Noticefollowing assets that are owned, transfer leased, licensed or otherwise held by the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the AssetsSeller Group (collectively, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:
(a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer AgreementAcquired Assets”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.
(b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take free and clear of all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all Encumbrances (other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.than Permitted Encumbrances):
(i) The Parties hereto shall execute all rights to perform research with respect to, Develop (including clinical development), manufacture, sell, distribute, license, promote and use (or cause to be performed, Developed, manufactured, sold, distributed, licensed, promoted and used) the Transferred Products, including all rights and claims to all clinical study data, reports and analyses to the extent related to the Transferred Products;
(ii) the Transferred Registrations;
(iii) (A) all Contracts exclusively related to the Commercial Business and any rights or claims arising thereunder, including the Contracts listed on Section 1.1(a)(iii)(A) of the Seller Disclosure Letter and (B) the portion of all Shared Contracts, to the extent related to the Commercial Business, listed on Section 1.1(a)(iii)(B) of the Seller Disclosure Letter ((A) and (B), collectively, the “Assigned Contracts”);
(iv) other than the Transferred Registrations, all qualifications, licenses, permits, registrations, clearances, applications, submissions, variances, exemptions, filings, approvals and authorizations which relate primarily to the Commercial Business (collectively, “Permits”) that are transferable and that have been issued by any Governmental Entity, including those identified on Section 1.1(a)(iv) of the Seller Disclosure Letter (the “Transferred Permits”), to the extent transferable;
(v) all Intellectual Property that is primarily related to the Commercial Business or the Transferred Products, including the registered Intellectual Property identified on Section 1.1(a)(v) of the Seller Disclosure Letter, and including: (A) any such rights which an employee, inventor, author, third party is obligated by contract, statute or otherwise to assign to Seller; (B) all rights of action arising from the foregoing, including all claims for damages by reason of present, past and future infringement, misappropriation, violation misuse or breach of contract in respect of the foregoing; (C) present, past and future rights to xxx and collect damages or seek injunctive relief for any such infringement, misappropriation, violation, misuse or breach; (D) all income, royalties and any other payments now and hereafter due and/or payable to Seller in respect of the foregoing; and (E) all Transferred IP Documentation (collectively, the “Transferred IP”);
(vi) all documentation or other tangible embodiments that comprise, embody, disclose or describe the Transferred IP, including engineering drawings, technical documentation, databases, spreadsheets, business records, inventors’ notebooks, invention disclosures, digital files, software code and patent, trademark and copyright prosecution files, including any such files in the custody of outside legal counsel (collectively, the “Transferred IP Documentation”);
(vii) all brochures and other promotional and printed materials, trade show materials (including displays), videos, web pages, advertising and/or marketing materials (all in physical form, .pdf, quark, or other electronic file and camera-ready artwork), including, but not limited to, all materials used by field medical affairs personnel and field reimbursement managers and/or payer teams in Seller’s or any of its affiliates’, suppliers’ or other third party service providers’ possession and, in each case, to the extent (A) controlled by Seller as of the Closing Date, (B) used in connection with the promotion, advertisement, marketing or sale of the Transferred Products and (C) transferable in compliance with applicable Laws;
(viii) (A) copies of all customer and supplier lists, marketing studies, consultant reports, books and records (financial, laboratory and otherwise), files, invoices, billing records, distribution lists, manuals (in all cases, in any form or medium), patient support and market research programs and related databases, and all complaint files and adverse event files, in each case, to the extent (1) related to the Transferred Products or the Commercial Business and transferable in compliance with applicable Laws and (2) in Seller’s or any of its affiliates’ possession or under its control as of the Closing Date; and (B) copies of any personnel files or other items related to any New Buyer Employee to the extent transferable in compliance with applicable Laws;
(ix) copies of any personnel files or other items related to any New Buyer Employee to the extent transferable in compliance with applicable Laws;
(x) all Transferred Product Records, to the extent not covered by any of the foregoing;
(xi) any and all Closing Product Inventory, active pharmaceutical ingredients and any other raw materials, work-in-progress materials, package inserts, packaging and labeling materials, supplies and other inventories used in the manufacturing or production of any Transferred Product (collectively, the “Transferred Inventory”);
(xii) except as set forth in Section 1.1(a)(xii) of the Seller Disclosure Letter, all credits, prepaid expenses (including prepaid PDUFA and GDUFA fees), deferred charges, advance payments, security deposits and prepaid items to the extent primarily related to the Commercial Business;
(A) all other necessary agreements or documentstangible equipment, obtain furniture, furnishings, fixtures, vehicles, tools, desktops, laptops, tablets and smartphones (and all necessary government permits associated documentation, technical information, installation, qualification and approvalsmaintenance instructions), in each case, to the extent primarily utilized by a New Buyer Employee; take (B) all other necessary measures infrastructure, wires, utility systems, access controls, parts, computer hardware (including servers, integrated computer systems, central processing units and memory units) and other tangible property exclusively related to ensure the effective transfer Commercial Business; (C) the equipment listed on Section 1.1(a)(xiii) of the ownership of Seller Disclosure Letter; and (D) to the Assets to WFOE extent transferable, all warranties and guarantees, if any, express or Designated Personimplied, in connection with clauses (A), (B) and (C).
(jxiv) If all accounts, accounts receivable and other receivables (whether or part not billed) to the extent arising out of sales of the provisions Transferred Products or relating primarily to the Commercial Business, including for the avoidance of this doubt, any accounts receivable for milestone payments under the License and Collaboration Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations(collectively, the Parties “Transferred Accounts Receivable”); provided that the Transferred Accounts Receivable shall enter into other valid and effective agreementnot include the Shire Milestone Payments, resolution whether paid prior to, at, or document following the Closing;
(xv) all the goodwill of the Commercial Business; and
(xvi) the right to achieve receive the same legal and economic effects as Reimbursement Amount pursuant to Section 9.4. Notwithstanding anything to the contrary in this Agreement, the Acquired Assets shall not include any assets of Seller other than those identified in this Section 1.1(a).
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Merrimack Pharmaceuticals Inc)
Transfer of Assets. The Domestic Company shallExcept as otherwise provided in Section 1.2, within five effective as of the “Transfer Date“ (5as defined in Article 2), the Selling Entities shall sell, transfer, assign, grant, convey and deliver as legal and beneficial owner to Buyer US in respect of the US Purchased Assets and to Buyer UK in respect of the UK Purchased Assets, free and clear of all “Liens“ other than “Permitted Liens“ (as such terms are defined in Section 3.5), all of their right, title and interest in and to their properties, rights and assets of every kind, nature and description, whether real or personal, tangible or intangible, and wherever situated, to the extent the same are used or held for use primarily or exclusively in the operation of the Business, including all assets shown on the June Balance Sheet (as defined in Section 3.2(b)) and not disposed of in the ordinary course of business days after WFOE sends the Exercise Notice since June 30, 2005 (the “Assets Transfer June Balance Sheet Date”“), and pursuant all assets of the Business acquired by the Selling Entities between the June Balance Sheet Date and the Transfer Date, (such properties, rights and assets are referred to as the “Purchased Assets“). In the case of any of the Purchased Assets which are capable of transfer by delivery, title to that Purchased Asset shall pass to the instructions relevant Purchasing Entity by delivery. Except as otherwise provided in such Exercise NoticeSection 1.2, transfer the Purchased Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner include, without limitation, all of the Assetsfollowing property, without any lien or encumbrances in any form, rights and shall assist in transferring the title assets of the Assets to WFOE Selling Entities used primarily or Designated Person through below proceduresexclusively in the Business:
(a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) on the same day All billed and unbilled accounts receivable, including without limitation, all trade accounts receivable, notes receivable from customers, supplier credits and all other obligations from customers with respect to sale of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form goods or services, together with any unpaid interest or fees accrued thereon or other amounts due with respect thereto, and format given in the Exhibit 2 of this Agreement; any security or collateral therefor, including recoverable advances and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.deposits;
(b) The Domestic Company shall execute a Power of Attorney All land, buildings, leaseholds, leasehold improvements and other interests in realty, including without limitation the “Owned Real Property“ (as defined in Section 3.6(a)) other than the “ Domestic Company’s PoA ”South Beloit Facility (as defined in Section 1.2(m)) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill Waynesboro Facility (as defined in the date and relevant information on the aforementioned Assets Transfer AgreementSection 1.2(n)), and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of saleall improvements, endorsement, assignfixtures and fittings thereon, and easements, servitudes, rights-of-way and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and appurtenances thereto (ii) all other data such as appurtenant rights in relation to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.public streets);
Appears in 1 contract
Transfer of Assets. The Domestic Company shall, within five (5a) business days after WFOE sends the Exercise Notice (the “Assets Transfer Date”), and pursuant Prior to the instructions in such Exercise NoticeEffective Time, transfer the Assets to WFOE Olsten shall take or Designated Person. The Domestic Company shall procure WFOE or Designated Person cause to be taken all actions necessary to cause the only legal owner transfer, assignment, delivery and conveyance to OHS of the Assetsall of Olsten's and its subsidiaries' rights, without any lien or encumbrances title and interest in any form, and shall assist in transferring the title all of the Assets and related goodwill, wherever located, relating exclusively to WFOE or Designated Person through below procedures:
(a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) on the same day operation of the execution of this Agreement. The Assets Transfer Agreement shall Health Services Business, including, without limitation, the assets listed below (collectively, the "Transferred OHS Assets"):
(i) be executed all assets shown or reflected on the balance sheet of the Health Services Business as at July 4, 1999 attached on Schedule 5 (the "Balance Sheet"), other than such assets as have been disposed of since July 4, 1999 in the form and format given in the Exhibit 2 ordinary course of this Agreement; and business consistent with past practice;
(ii) be made Assets relating exclusively to the operation of the Health Services Business that are acquired by any of the Health Subsidiaries in two the ordinary course of their business consistent with past practices after July 4, 1999 and prior to the Effective Time;
(2iii) duplicates. If WFOE nominates a Designated Person the shares of capital stock of the Health Subsidiaries owned, directly or indirectly, by Olsten and any equity interest owned, directly or indirectly, by any of the Health Subsidiaries as set forth on Schedule 1;
(iv) all contracts, contract rights, agreements, arrangements or commitments of any kind and all licenses and permits of the purchaserHealth Subsidiaries that relate exclusively to the Health Services Business, including without limitation, the Parties agree Governmental Settlement Agreements;
(v) all real property leases or other interests in real property or rights to execute use thereof, and deliver all buildings, structures, appurtenances and improvements erected upon, attached to WFOE or located thereon of the Health Subsidiaries that relate exclusively to the Health Services Business;
(vi) the OHS Names and OHS Proprietary Name Rights and other intangible properties and rights that relate exclusively to the Health Services Businesses;
(vii) all necessary documents books, records and perform other actions reasonably requested by WFOE to ensure files of, or relating exclusively to, the transfer to such Designated PersonHealth Services Business; and
(viii) the Health Services Business Policies.
(b) The Domestic Company Prior to the Effective Time, OHS shall execute a Power take or shall cause to be taken all actions necessary to cause the transfer, assignment, delivery and conveyance to Olsten or the appropriate Retained Subsidiary of Attorney all rights, title and interest of OHS and any Health Subsidiary in the Retained Businesses (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document"Transferred Olsten Assets").
(c) The Domestic Company shall deliver to WOFE (iNotwithstanding anything contained in Section 2.01(a) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets contrary, Olsten and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company Retained Subsidiaries shall also take all measures to ensure the actual possession, operation retain and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the not transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE deliver or the Designated Person, the Domestic Company shall execute and deliver convey to WFOE OHS or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such any Health Subsidiary any Retained Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 1 contract
Samples: Separation Agreement (Olsten Corp)
Transfer of Assets. The Domestic Company shallOn the basis of the representations, within five warranties, covenants and agreements and subject to the satisfaction (5or waiver by the party whose obligations hereunder are subject to such satisfaction) business days after WFOE sends of the Exercise Notice conditions set forth in this Agreement, on the Closing Date (the “Assets Transfer Date”as defined in Section 2.1), Seller shall sell, convey, assign, transfer and pursuant deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest in and to the instructions properties, assets and other rights (other than the Excluded Assets) owned or leased by, or licensed to Seller and used exclusively in such Exercise Noticethe Business, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the Assetsincluding, without any lien or encumbrances in any formlimitation, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below proceduresfollowing:
(a) The Domestic Company shall execute an Assets Transfer Agreement all copyrights, trademarks, tradenames, service marks, patents and other similar rights or intellectual property of Seller which is listed on Schedule 1.1(a), including all goodwill associated therewith and all applications and registrations therefor and all licenses, sublicenses, covenants or other agreements with respect thereto (the “Assets Transfer Agreement”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchasercollectively, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person."INTELLECTUAL PROPERTY");
(b) The Domestic Company shall execute a Power all contracts and agreements of Attorney Seller for the conduct of the Business, including leases of real and personal property, license and distributorship agreements, dealer agreements, supply agreements, purchase agreements and purchase orders, outstanding quotations and agency agreements, listed on Schedule 1.1(b) and such other contracts and agreements of Seller for the conduct of the Business entered into prior to the date hereof and not listed on Schedule 1.1(b) the benefits of which Buyer elects to assume in its sole discretion, together with all such contracts and agreements for the conduct of the Business that are entered into in the ordinary course of business of the Business between the date hereof and the Closing Date other than in violation of Section 4.2 and other than express or implied product warranties ("PRODUCT WARRANTIES") issued in connection with the sale of goods by the Business (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document."ASSUMED CONTRACTS"); 11
(c) The Domestic Company shall deliver to WOFE (iall real property used by the Business that is owned by Seller and listed on Schedule 1.1(c) xxxx of saleand all buildings, endorsement, assign, structures and other due improvements and adequate documents fixtures located on such real property and any additions, improvements, replacements and alterations thereto between the date of assign this Agreement and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.Closing Date;
(d) When delivering all leasehold interests in real property relating to the documents provided in above paragraph (cBusiness leased by Seller listed on Schedule 1.1(d), including all buildings, structures and other improvements located on such real property and any additions, improvements, replacements and alterations thereto between the Domestic Company shall also take all measures to ensure date of this Agreement and the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.Closing Date;
(e) The Domestic Company shall pay all tax office furniture, furnishings and expenses fixtures of Seller that is used exclusively in relation to the transferBusiness and that is located on the real property or leaseholds listed on Schedules 1.1(c) and 1.1(d) and any additions, assignimprovements, transmission replacements and delivery alterations thereto between the date of this Agreement and the Closing Date and all warranties and guarantees, if any, express or implied in respect of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.foregoing;
(f) After all equipment, machinery and vehicles of Seller used exclusively by the Assets Transfer Business, including, without limitation, all equipment, machinery and vehicles listed on Schedule 1.1(f) and any additions, improvements, replacements and alterations thereto between the date of this Agreement and the Closing Date, upon the request of WFOE and all warranties and guarantees, if any, express or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer implied in respect of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.foregoing;
(g) The Shareholder shall execute a shareholder’s resolution (all management information systems and software, customer, subscriber and vendor lists, catalogs, research material, technical information and technology used exclusively by the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.Business;
(h) The Shareholder shall execute a Power of Attorney on all prepayments and prepaid expenses made exclusively for the Business unless the same day of the execution of this Agreement, relate to authorize WFOE (including WFOE and the Designated Person) to fill contracts or agreements that are not included in the date Assumed Contracts and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.Assumed Liabilities;
(i) The Parties hereto shall execute all advertising, promotional, marketing and other necessary similar agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure entered into exclusively for the effective transfer benefit of the ownership of Business and all sales promotion and selling literature and promotional and advertising materials used exclusively by the Assets to WFOE or Designated Person.Business;
(j) If all or part books, records and accounts of Seller used exclusively for the Business;
(k) all right, title and interest of the provisions Seller under or in respect of this Agreement the Plans (as defined below) and all assets relating to the Plans, if such Plans are assumed by Buyer in its sole discretion;
(l) all accounts receivable of the Business;
(m) all franchises, permits and non-governmental licenses or its exhibits are judged invalid in accordance with PRC laws or regulations, sublicenses of Seller used for the Parties shall enter into other valid and effective agreement, resolution or document to achieve exclusive benefit of the same legal and economic effects as this Agreement.Business;
Appears in 1 contract
Transfer of Assets. Upon the terms and subject to the conditions of this Agreement, Company and Lumera agree to sell to Buyer and Buyer agrees to purchase from Company and Lumera all of the tangible and intangible assets of Company and all of the intangible assets of Lumera relating to the Business, in all cases as listed herein and the exhibits and schedules hereto and all goodwill associated therewith (collectively, the “Transferred Assets”) in exchange for the Purchase Price (as defined below). The Domestic Company shall, within five (5) business days after WFOE sends closing of the Exercise Notice Contemplated Transactions (the “Assets Transfer Closing”) shall take place on February 17, 2009, or at such time and place as may be mutually agreed to by Company and Buyer (such date, the “Closing Date”), and pursuant to the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company purchase price for the Transferred Assets shall procure WFOE be $300,000 (three hundred thousand dollars), less the Patent Maintenance Surplus (the “Purchase Price”). The Purchase Price shall be payable in cash, by company check, by wire transfer or Designated Person immediately available funds or by alternative means mutually agreed to be by Buyer and Company. The Transferred Assets include only the only legal owner of the Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below proceduresfollowing:
(a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) Subject Intellectual Property listed on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed Schedule I(a), goodwill associated therewith and licenses and sublicenses granted in the form respect thereto and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.rights thereunder;
(b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) machinery, equipment, computers and associated equipment, such as keyboards, monitors and printers, and other equipment, including scientific instrumentation and laboratory supplies, listed on Schedule I(b), including, in addition, the laboratory and other supplies, equipment and documents that were contained in the form of Exhibit 3 on two laboratories located at the same day facility located at 00000 X Xxxxx Xxxx Xxxxx 000 Xxxxxxx, XX 00000 in which the Business was conducted at the time of the execution review by representatives of this AgreementBuyer of assets of the Business during the period January 26 to January 29, to authorize WFOE (including WFOE 2008, but excluding, for the avoidance of doubt, fixtures, such as fume hoods and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.laboratory benches with integrated plumbing;
(c) The Domestic Company shall deliver to WOFE (i) xxxx copies of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE the expired contracts exclusively or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation principally related to the Assets and its operation.Business listed on Schedule I(c) (collectively, the “Contracts”);
(d) When delivering all inventory and supplies related to the documents provided in above paragraph Business (cthe “Inventory”) listed on Schedule I(d), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.;
(e) The Domestic Company shall pay all tax rights under all licenses, permits, authorizations, orders, registrations, certificates, variances, approvals, consents and expenses franchises used or useful solely in relation to connection with the transfer, assign, transmission and delivery operation of the AssetsBusiness or any pending applications relating to any of the foregoing, including due including, without limitation, all governmental permits, licenses, authorizations, approvals and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.consents listed on Schedule I(e);
(f) After the Assets Transfer Dateall computer applications, upon the request of WFOE programs and other software, whether in source or the Designated Personobject code and including all related data and documentation, the Domestic Company shall execute including, without limitation, operating software, network software, firmware, middleware, design software, design tools, systems documentation and deliver to WFOE or the Designated Person instructions listed on Schedule I(f) other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of than such Assets.software set forth in Section 3(b) below;
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day all rights to and in respect of the execution of this Agreementany telephone numbers, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed websites, e-mail addresses and Internet domain names used solely in the form Business (including the, websites, e-mail addresses and format given in the Exhibit 1 of this Agreement; and (iiInternet domain names) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.listed on Schedule 1(g);
(h) The Shareholder shall execute a Power of Attorney on all cost information, sales and pricing data, customer lists, customer prospect lists, supplier and reseller lists, supplier and reseller records, customer and vendor data, correspondence and lists, product literature, artwork, design, development and manufacturing files, vendor and customer drawings, formulations and specifications, and quality records and reports used or useful solely in the same day conduct of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.Business;
(i) The Parties hereto shall execute all schematics, diagrams, plans, drawings, instructions and other necessary agreements representations or statements of or for manufacturing or assembling equipment, instruments or devices of the Business or parts thereof, and business records, books, files, plans, documents, obtain correspondence, lists, plats, architectural plans, drawings, notebooks, written technical information, data, specifications, research and development information, originals or copies of contracts and other documents, engineering drawings, operating and maintenance manuals, creative materials, advertising and promotional materials, marketing materials, materials and analyses prepared by consultants and other third parties, studies, reports, equipment repair, maintenance or service records, whether written or electronically stored or otherwise recorded, customers and supplier lists, and whether relating to rights or obligations in effect or expired, in all necessary government permits cases relating to the Business, including without limitation those contained within the box of contracts and approvals; take all other necessary measures to ensure the effective transfer documents that was examined by representatives of Buyer during their review of assets of the ownership of the Assets to WFOE or Designated Person.business on January 29, 2008;
(j) If all or part materials and information of the provisions of this Agreement Company or its exhibits outside intellectual property counsel that was created, collected or reviewed in connection with the preparation, prosecution or maintenance of the Subject Intellectual Property;
(k) all prepaid maintenance fees relating to the patents that are judged invalid included within the Transferred Assets;
(l) all of the Seller’s rights, claims, credits, causes of action or rights of set-off against third parties relating to the Business or the Transferred Assets, including claims pursuant to all warranties, awards, advances, bonds, deposits, retentions, representations and guarantees made by suppliers, manufacturers, contractors and other third parties in accordance connection with PRC laws products or regulationsservices purchased by or furnished to Seller but not, in any event, any claims under the Parties shall enter into other valid and effective agreement, resolution business insurance policies or document to achieve any agreements not included in the same legal and economic effects as this AgreementTransferred Assets; and
(m) all goodwill of the Business.
Appears in 1 contract
Transfer of Assets. The Domestic Company Seller shall, within five at the Closing (5) business days after WFOE sends as hereinafter defined), sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller’s right, title and interest, as of the Exercise Notice Closing Date (as hereinafter defined), in and to all properties, assets, privileges, rights, interests and claims, real and personal, tangible and intangible, of every type and description, wherever located, that are owned, used, or held for use by Seller and used in the Business, wherever the same may be located and whether or not recorded on the books and records of Seller, free and clear of all liens and encumbrances (collectively, the “Assets Transfer DateAssets”), and pursuant to including without limitation the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below proceduresfollowing:
(a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form all cash and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested cash equivalents owned by WFOE to ensure the transfer to such Designated Person.Seller;
(b) all accounts or notes receivable held by Seller, and any security, claim, remedy or other right related to any of the foregoing (“Accounts Receivable”);
(c) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”);
(d) The Domestic Company shall execute a Power of Attorney Seller’s rights under all Contracts listed on Schedule 1(d) (collectively, the “ Domestic Company’s PoA “Assumed Contracts”) provided that (i) if any Contract in the form of Exhibit 3 on the same day existence immediately before Closing was not disclosed to Buyer as of the execution date of this Agreement, to authorize WFOE (including WFOE Buyer may, at its election and the Designated Personsole discretion, update such Schedule 1(d) to fill in the date and relevant information on the aforementioned Assets Transfer Agreementinclude such Contract, and to authorize WFOE to keep such document.
(c) The Domestic Company Seller shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, convey such Contract to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and Buyer for no additional consideration l (ii) all other data in relation to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c“Assigned Contracts”), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.;
(e) The Domestic Company shall pay all tax prepaid expenses, credits, advance payments and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.deposits;
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute all customer deposits and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.related prepayments;
(g) The Shareholder shall execute a shareholder’s resolution all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property, including but not limited to the tangible person property listed on Schedule 1(g) (the “ Shareholder’s Resolution “Tangible Personal Property”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.);
(h) The Shareholder shall execute a Power of Attorney on the same day all rights in, arising out of, or associated with any of the execution of this Agreementfollowing intellectual property in any jurisdiction throughout the world, including but not limited to authorize WFOE the intellectual property listed on Schedule 1(h) (including WFOE and the Designated Person“Intellectual Property”): (i) to fill in the date and relevant information on the aforementioned Shareholder’s Resolutiontrademarks, service marks, brands, logos, trade dress, and to authorize WFOE to keep such document.trade names, (ii) copyrights and works of authorship, whether or not copyrightable; (iii) internet domain names, all associated web addresses, URLs, websites and web pages, social media accounts, pages and user names, and all content and data thereon or relating thereto; (iv) computer software, programs, operating systems, firmware and other code; and (v) all other intellectual or industrial property, trade secrets and proprietary rights;
(i) The Parties hereto shall execute all other necessary agreements or documentspermits, obtain all necessary government including but not limited to the permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.listed on Schedule 1(i) (“Permits”);
(j) If all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Assets;
(k) all insurance benefits, including rights and proceeds, arising from or part of relating to the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulationsBusiness, the Parties shall enter into other valid Assets or the Assumed Liabilities (as hereafter defined);
(l) originals, or where not available, copies, of all books and effective agreementrecords, resolution or document including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data, sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research and files relating to achieve the same legal Intellectual Property (“Books and economic effects as this AgreementRecords”); and
(m) all goodwill and going concern value associated with the Business, including all of Seller’s right, title and interest in and to the name “Caddy Products”.
Appears in 1 contract
Samples: Asset Purchase Agreement (MOVING iMAGE TECHNOLOGIES INC.)
Transfer of Assets. The Domestic Company shalla. Assignor hereby assigns, within five grants, conveys, transfers, and sets over to Assignee, in trust, for the benefit of Assignor’s creditors generally, all of Assignor’s currently existing right, title, and interest in all real or personal property and all other assets, whatsoever and where so ever situated, which assets include, without limitation, all personal property and any interest therein, including all that certain stock of merchandise, leasehold interests and improvements, inventory (5raw goods, work in process and finished goods), book accounts, books and records, bills, accounts receivable, cash on hand, cash in bank, intellectual property including, without limitation, all patents, patent applications, copyrights, trademarks and trade names, and all goodwill associated therewith, proceeds of or payments on claims under insurance policies (including, subject to the limitation in section 2(b)(iii) below, from or under any and all policies for Directors and Officers Liability Insurance), tax refunds, rebates, general intangibles (including any and all causes of action), insurance refunds and claims (including any payments arising out of Directors and Officers Liability Insurance), and choses in action that are legally assignable, together with the proceeds of any non-assignable choses in action that may hereafter be recovered or received by the Assignor, and all real property interests. Further, this General Assignment specifically includes all claims for refunds or abatement of all excess taxes heretofore or hereafter assessed against or collected from the Assignor by the United States or any of its departments or agencies, any state or local taxing authority, and the Assignor agrees to sign and execute a power of attorney or such other document(s), as required, to enable Assignee to file and prosecute, compromise, and/or settle all such claims before the respective taxing authority. Assignor agrees to endorse any refund checks relating to the prior operations of said Assignor’s business days after WFOE sends and to deliver such checks immediately to Assignee, except in the Exercise Notice case of any of the foregoing, solely to the extent the same is prohibited from transfer or assignment by the terms of any applicable contract or by operation of law. All of the assets assigned by this General Assignment shall be referred to herein as the “Assigned Assets.”
b. Notwithstanding subsection a. above or any other provision of this General Assignment, (i) Assignee shall provide Assignor and its attorneys and other representatives with reasonable access to the books and records and other financial information of Assignor as reasonably requested from time to time, (ii) Assignee shall ensure that any agreement to sell Assignor’s assets contains a provision requiring any purchaser to provide Assignor and its attorneys and other representatives with such reasonable access to the books and records and other financial information of the Assignor as reasonably requested from time to time, (iii) the definition of Assigned Assets shall not include any policy proceeds that would be directly payable to or payable on behalf of any insured individual under Assignor’s insurance policies, including, without limitation, so-called “Side A” Coverage under Assignor’s Directors and Officers Liability Insurance, and nothing in this General Assignment shall be construed to prevent or hinder any such individual from seeking access to any such policy proceeds, and (iv) the definition of Assigned Assets shall not include office furniture and fixtures, machinery, equipment or any waste materials. Further, the assignment of the Assigned Assets by Assignor to Assignee hereunder is and shall be subject to all properly perfected liens encumbering any of the Assigned Assets existing as of the Effective Date.
c. Financing made available to the Sweetwater Assignment Estate shall be made by OÜ Biofuel, an Estonian corporation, and Apalta Tehnoloogia OÜ, an Estonian private limited company formerly known as Graanul Tehnoloogia OÜ, two of Assignor’s investors (collectively, the “Investors”), pursuant to the execution of a certain Conditional Approval of Assignment Agreement between the Investors and the Assignee dated as of June 6, 2023 (the “Assets Transfer DateConditional Approval”), ) and pursuant accompanying Assignment Estate budget (as amended from time to the instructions time in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:
(aaccordance therewith) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer AgreementBudget”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person).
(b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 1 contract
Transfer of Assets. The Domestic Company shallSubject to Section 2, within five Assignor hereby assigns, transfers, sets over and conveys to Assignee all of the right, title and interest of Assignor in and to all of the assets (5) business days after WFOE sends the Exercise Notice (the “Assets Transfer Date”), and in each case subject to any security interests of Republic National Bank pursuant to the instructions in such Exercise NoticeContinuing General Security Agreement, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner dated December 5, 1996) of the AssetsAssignor as the same shall exist on the date hereof, including, without any lien or encumbrances limitation, the following (collectively, the "Transferred Assets"), in any form, and shall assist in transferring the title exchange for 100% of the Assets to WFOE or Designated Person through below proceduresClass A and Class B limited partnership interests of the Assignee:
(a) The Domestic Company shall execute an Assets Transfer Agreement all Securities (as defined in the Securities Act of 1933, as amended) of the issuers named on Schedule A attached hereto (the “"Portfolio Companies") owned by Assignor;
(b) all contracts and written agreements arising out of, pertaining to or in connection with the Transferred Assets Transfer Agreement”(other than any agreement between Assignor and its consultants and employees) on to which Assignor is a party (the same day "Investment Agreements") and any and all pledge, security or guaranty agreements with respect to the Transferred Assets, and any and all contractual rights relating to the Portfolio Companies or the Securities issued by the Portfolio Companies, including any right to assert claims and take other rightful actions in respect of the execution breaches, defaults and other violations of this Agreement. The Assets Transfer Agreement shall such Investment Agreements;
(c) all (i) be executed in proceeds paid to the form and format given in Assignor from the Exhibit 2 sale, assignment, transfer, conversion, exchange, redemption, exercise, repayment, waiver, release, compromise, settlement or satisfaction of this Agreement; any Transferred Assets, and (ii) be distributions, dividends, interest and payments of cash, Securities or other property declared, paid or made with respect to or in two (2) duplicates. If WFOE nominates a Designated Person as connection with the purchaserTransferred Assets after April 30, the Parties agree to execute 1997, including all interest earned on dividends and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.
(b) The Domestic Company shall execute a Power on distributions of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this AgreementSecurities sold or otherwise liquidated, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, distributions and other due and adequate documents of assign and transfer which contain complete assurance of titlepayments, to grant WFOE or in each case received by the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.Assignor between
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Antiope Ventures Lp)
Transfer of Assets. The Domestic Company shallSubject to the terms and conditions of this Agreement, within five (5) business days after WFOE sends the Exercise Notice (Seller does hereby agree to sell, transfer, convey and deliver to the “Assets Transfer Date”)Buyer, and pursuant the Buyer does hereby agree to purchase and accept from the instructions Seller, the following property and rights located at, used exclusively in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner connection with and arising out of the Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below proceduresBusiness:
(a) The Domestic Company shall execute an real property described in Schedule 1 to this Agreement, together with the structures, buildings, improvements, fixtures, equipment, water rights and water shares attached to or situated thereon, and any other appurtenances related thereto belonging to the Seller, are included in the Assets Transfer Agreement (the “Assets Transfer AgreementReal Property”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.);
(b) The Domestic Company shall execute a Power All items of Attorney (furniture, fixtures, equipment, and other tangible personal property owned by the “ Domestic Company’s PoA ”) in the form of Exhibit 3 Seller listed on the same day of the execution of Schedule 2 to this Agreement, to authorize WFOE (including WFOE together with such other items of personal property located at the Real Property and used by the Designated Person) to fill Seller exclusively in the date and relevant information on operation of the aforementioned Assets Transfer AgreementBusiness, and to authorize WFOE to keep such document.whether or not listed, are included in the Assets;
(c) The Domestic Company shall deliver to WOFE (i) xxxx of saleAll automobiles, endorsement, assigntrucks, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data vehicles included in relation to the Assets and its operation.are listed on Schedule 3 to this Agreement;
(d) When delivering All merchandise inventory described in Schedule 4 to this Agreement plus or minus any changes in said merchandise inventory which may result from the documents provided in above paragraph ordinary course of the operation of the Business (c“Inventory”), the Domestic Company shall also take and all measures to ensure the actual possessionServices in Progress (as hereinafter defined), operation and control of WFOE or the Designated Person over are included in the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.;
(e) The Domestic Company shall pay all tax All right, title and expenses in relation to the transfer, assign, transmission and delivery interest of the AssetsSeller in all real property leases (as tenant), contracts, agreements, commitments and other Assumed Contracts listed on Schedule 5 to this Agreement and any other contracts, leases, rental agreements, and commitments entered into exclusively in connection with the Business, including due and payable sales taxwritten employment or severance agreements for any employee of the Business hired by the Buyer, transfer tax, filing fee, usage tax, registration fee, etc.are included in the Assets;
(f) After All preneed funeral and/or cemetery merchandise (including interment, entombment and inurnment rights) and/or services agreements for which the Assets Transfer DateBusiness remains liable to provide burial spaces, upon merchandise and/or services, plus or minus any changes in said agreements which may result from the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer ordinary course of the Assets operation of the Business (the “Preneed Agreements”), including contracts and accounts receivable associated therewith (including, but not limited to, those listed on Schedule 6 to WFOE or this Agreement) are included in the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.;
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day All interests of the execution Seller in all proceeds of insurance policies relating to or arising from Preneed Agreements, setting forth the amounts insured thereunder, including those described in Schedule 7 to this Agreement, to approve plus or minus any changes in said insurance which may result from the transfer ordinary course of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed operation of the Business, are included in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.Assets;
(h) The Shareholder shall execute a Power of Attorney on the same day All interests of the execution Seller in those funds trusted pursuant to trust funded Preneed Agreements (“Preneed Trust Funds”), setting forth balances in each case by location, including those listed in Schedule 8 to this Agreement (excluding Preneed Trust Funds related to Preneed Agreements that have been serviced by the Seller prior to the Effective Time), and all interests of the Seller in those funds trusted from interment, entombment and inurnment rights sales deposited in an endowment care fund for the benefit of the Business (“Endowment Care Funds”), including those described in Schedule 8 to this Agreement, but excluding distributions from Endowment Care Funds to authorize WFOE (including WFOE and which the Designated Person) Seller is entitled prior to fill the Effective Time, are included in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.Assets;
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits All accounts and approvals; take all other necessary measures to ensure notes receivable generated in the effective transfer operation of the ownership Business including, without limitation, those listed on Schedule 9 to this Agreement, plus or minus any changes in said receivables which result from the ordinary course of the Assets operation of the Business subsequent to WFOE the date hereof and until the Effective Time, but not including any receivables due from insurance companies or Designated Person.trust funds as a result of the performance by the Business, or other termination or cancellation of Preneed Agreements prior to the Effective Time, are included in the Assets;
(j) If all or part All utility and other deposits previously paid to and/or now held by third parties as of the provisions Effective Time and required to remain on deposit in connection with the operation of this Agreement the Business are included in the Assets; and
(k) The goodwill of the Seller in the Business, together with all lists of present or its exhibits former customers of the Business, all on-site physical business books, documents, records, files databases and reports relating to the Business that are judged invalid beneficial and useful to the Buyer in accordance with PRC laws or regulationscontinuing the Business (collectively, the Parties shall enter into other valid “On-Site Documents”), the wired telephone numbers and effective agreementlistings for the Business, resolution or document all transferable government licenses and Permits of the Business, and all of the Seller’s right, title and interest in and the Seller’s rights to achieve use the Trade Names in the trade areas in which those names are currently utilized, subject to any applicable Laws allowing third parties to use the same legal and economic effects names, are included in the Assets. All property to be sold by the Seller to the Buyer described above shall be hereinafter collectively referred to as this Agreementthe “Assets.”
Appears in 1 contract
Samples: Asset Sale Agreement (Stonemor Inc.)
Transfer of Assets. The Domestic Company shallSubject to the terms and conditions of this Agreement, within five Sellers do hereby agree to sell, transfer, convey and deliver to Buyers, and Buyers do hereby agree to purchase and accept from Sellers free and clear of any Encumbrances whatsoever, except for Permitted Encumbrances, on the Closing Date, all of their right, title and interest in and to the following properties, assets and rights (5) business days after WFOE sends the Exercise Notice (the “Assets Transfer Date”including contractual rights and Claims), and pursuant to excluding the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the Excluded Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:
: (a) The Domestic Company shall execute an Assets Transfer real property owned by Sellers and described on Schedule 1 to Exhibit A to this Agreement (the “Assets Transfer AgreementOwned Real Property”) and Sellers’ leasehold interest in the real property described by physical address on Schedule 1 to Exhibit A to this Agreement (the same day “Leased Real Property,” and together with the Owned Real Property, the “Real Property”), together with all buildings, structures, fixtures, building systems and equipment, and all components thereof, utility installments, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, landscaping, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations, located on or included in the Real Property (the “Improvements”); (b) All furniture and other tangible personal property owned by Sellers located at the Real Property and used by Sellers exclusively in the operation of the execution Business including, without limitation, those items listed on Schedule 2 to Exhibit A to this Agreement; (c) All vehicles listed on Schedule 3 to Exhibit A to this Agreement; (d) All merchandise inventory described on Schedule 4 to Exhibit A to this Agreement, plus or minus any changes in said merchandise inventory which may result from the ordinary course of business subsequent to the date of this Agreement. Agreement and until the Effective Time, and all Services in Progress (as defined below); (e) The Assets Transfer Agreement shall right, title and interest of (i) be executed Sellers, as landlord or sublandlord, in the form leases, contracts, agreements and format given in commitments related to the Owned Real Property and Improvements described on Schedule 1 to Exhibit 2 of A to this AgreementAgreement (the “Owned Real Property Leases”); and the right, title and interest of Sellers, as tenant, licensee, or subtenant, in 2 the leases, licenses, contracts, agreements and commitments related to the Leased Real Property or portions of property adjacent to or used in connection with the Owned Real Property described on Schedule 5 to Exhibit A to this Agreement (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser“Leased Real Property Leases,” and together with the Owned Real Property Leases, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.
(b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA “Real Property Leases”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data contracts, leases, agreements, and commitments entered into exclusively in relation to connection with the Assets and its operation.
Business (d) When delivering the documents provided in above paragraph (c“Assumed Contracts”), in the Domestic Company shall also take all measures case of such Assumed Contracts including but not limited to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation those listed on Schedule 5 to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
Exhibit A to this Agreement; (f) After All preneed funeral and/or cemetery merchandise (including interment or entombment rights), burial insurance policies and/or service agreements for which the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver Business remains liable to WFOE or the Designated Person other documents of assign and transfer, and take other measures provide merchandise and/or services as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets Effective Time, as well as other closed funeral home preneeds that have been transferred to WFOE or and are currently serviced by the Designated PersonBusiness (the “Preneed Agreements”), and ensure the possession by WFOE or the Designated Person of such Assets.
including accounts receivable associated therewith; (g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) All interest of Sellers in all proceeds of insurance policies relating to or arising from Preneed Agreements, including those described on the same day of the execution of this Agreement, Schedule 7 to approve the transfer of the Assets Exhibit A to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute All interest of Sellers in those funds received by Sellers pursuant to trust funded Preneed Agreements, which are required by state Law to be held in a Power bank, trust or other account (“Preneed Trust Funds”), including those described on Schedule 8 to Exhibit A to this Agreement and/or that portion of Attorney on funds received by Sellers for interment right sales that are required by state Law to be held in an endowment care fund for the same day benefit of the execution of this Agreement, to authorize WFOE Business (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.“Endowment Care Funds”);
Appears in 1 contract
Samples: Asset Purchase Agreement
Transfer of Assets. The Domestic Company shall, within five (5) business days after WFOE sends the Exercise Notice (the “Assets Transfer Date”), and pursuant to the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:
(a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.
(b) The Domestic Company shall execute a Power of Attorney (the “ “Domestic Company’s PoA PoA”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx bxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ “Shareholder’s Resolution Resolution”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 1 contract
Transfer of Assets. The Domestic Company shallSubject to the terms and conditions of this Agreement, within five (5) business days after WFOE sends the Exercise Notice (the “Assets Transfer Date”)Seller does hereby agree to sell, transfer, convey and deliver to Buyer, and pursuant Buyer does hereby agree to purchase and accept from Seller, the instructions following property and rights located at, used in such Exercise Notice, transfer the Assets to WFOE connection with or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner arising out of the Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below proceduresBusiness:
(a) The Domestic Company shall execute an Assets Transfer real property described in Schedule 1 to Exhibit A to this Agreement together with any improvements thereon, and any appurtenances thereto belonging to Seller (the “Assets Transfer AgreementReal Property”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.);
(b) The Domestic Company shall execute a Power of Attorney (All furniture, fixtures, equipment, and other tangible personal property owned by Seller located at the “ Domestic Company’s PoA ”) Real Property and used by Seller exclusively in the form of Exhibit 3 on the same day operation of the execution of Business including, without limitation, those items listed on Schedule 2 to Exhibit A to this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.;
(c) The Domestic Company shall deliver All vehicles listed on Schedule 3 to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, Exhibit A to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.this Agreement;
(d) When delivering All merchandise inventory described in Schedule 4 to Exhibit A to this Agreement plus or minus any changes in said merchandise inventory which may result from the documents provided in above paragraph ordinary course of the operation of the Business (c“Inventory”), the Domestic Company shall also take and all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.Services in Progress (as hereinafter defined);
(e) The Domestic Company shall pay All right, title and interest of Seller in all tax real property leases, contracts, agreements and expenses commitments listed on Schedule 5 to Exhibit A to this Agreement and any other contracts, leases, rental agreements, and commitments entered into exclusively in relation to connection with the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.Business;
(f) After All preneed and at-need funeral and/or cemetery merchandise (including interment or entombment rights) and/or service agreements for which the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver Business remains liable to WFOE or the Designated Person other documents of assign and transfer, and take other measures provide merchandise and/or services as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or Effective Time (the Designated Person“Preneed Agreements”), including contracts and ensure the possession by WFOE or the Designated Person of such Assets.accounts receivable associated therewith;
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day All interest of the execution Seller in all proceeds of insurance policies relating to or arising from Preneed Agreements, including those described in Schedule 7 to Exhibit A to this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.;
(h) The Shareholder shall execute a Power All interest of Attorney on Seller in those funds received by Seller pursuant to trust funded Preneed Agreements (“Preneed Trust Funds”), including those described in Schedule 8 to Exhibit A to this Agreement (excluding Preneed Trust Funds related to Preneed Agreements that have been serviced by the same day Business prior to the Closing Date), and all interest of Seller in those funds received by Seller for interment right sales held in an endowment care fund for the benefit of the execution of Business (“Endowment Care Funds”), including those described in Schedule 8 to Exhibit A to this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.;
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits All accounts and approvals; take all other necessary measures to ensure notes receivable generated in the effective transfer operation of the ownership Business including, without limitation, those listed on Schedule 9 to Exhibit A to this Agreement, plus or minus any changes in said receivables which result from the ordinary course of the Assets operation of the Business subsequent to WFOE the date hereof and until the Effective Time, but not including any receivables due from insurance companies or Designated Person.trust funds as a result of the performance by the Business, or other termination or cancellation of Preneed Agreements prior to the Effective Time;
(j) If all or part All utility and other deposits previously paid to and/or now held by third parties in connection with the operation of the provisions Business (“Deposits”);
(k) The goodwill of this Agreement Seller in the Business, together with all lists of present or its exhibits former customers of the Business, all on-site physical business books, documents, records, files databases and reports relating to the Assets that are judged invalid beneficial and useful to Buyer in accordance with PRC laws or regulationscontinuing the Business (collectively, the Parties “On-Site Documents”), the wired telephone numbers and listings for the Business, all transferable government licenses and Permits of the Business, and all of Seller’s right, title and interest in and Seller’s right to use the Trade Names in the trade areas in which those names are currently utilized and any other names so similar as to require consent of Seller to their rightful use. All property to be sold by Seller to Buyer described above shall enter into other valid and effective agreement, resolution or document be hereinafter collectively referred to achieve as the same legal and economic effects as this Agreement“Assets.”
Appears in 1 contract
Transfer of Assets. The Domestic Company shall2.1. Subject to the terms and conditions set forth herein, within five at the Closing, each Seller shall sell, assign, transfer, convey and deliver to Buyer (5and with respect to the Owned Real Property, to RE Buyer) business days after WFOE sends and Buyer (and with respect to the Exercise Notice Owned Real Property, RE Buyer) shall purchase from such Seller, free and clear of any Encumbrances, all of such Seller's right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Assets”), including, without limitation, the following: all accounts or notes receivable held by the Sellers, and any security (including security deposits), claim, remedy or other right related to any of the foregoing or the following (“Accounts Receivable”); all Inventory of the Sellers; the Intellectual Property assets of the Sellers and Mission Maryland set forth on Schedule 2.1(d) (the “Assets Transfer DateAcquired IP Assets”); all Owned Real Property and all Leased Real Property of the Sellers; all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property of the Sellers (the “Tangible Personal Property”); all Permits, including Environmental Permits, which are held by the Sellers and required for the conduct of the Business as currently conducted or for the ownership and use of the Assets; all rights to any actions of any nature available to or being pursued by the Sellers to the extent related to the Business, the Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise; all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees of the Sellers (excluding any such item relating to the payment of Taxes); all of the Sellers’ rights under warranties, indemnities and all similar rights against third parties to the extent related to any Assets; all insurance benefits of the Sellers, including rights and proceeds, arising from or relating to the Business, the Assets or the Assumed Liabilities; all catalogues, brochures, sales literature, advertising and promotional material and other selling material prepared by Sellers for products of the LicenseCos and Mission Maryland and all office supplies, production supplies and other miscellaneous supplies owned by the Sellers and used by the LicenseCos or Mission Maryland; originals, or where not available, copies, of all books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Body), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys of or pertaining to the Sellers, the LicenseCos or the Assets (the “Books and Records”); all Contracts of the Sellers set forth on Schedule 2.1(n) (the “Assigned Contracts”); and the other assets of the Sellers, if any, listed on Schedule 2.1(o); the Intraparty Obligations and the Intraparty Security Agreements; all goodwill and going concern value of the Sellers. Without limiting the foregoing, the Assets shall include all assets, property, rights and business of the Sellers that are used or useful in connection with its management and control of the LicenseCos pursuant to the instructions in such Exercise NoticeManagement Agreements, transfer except for the Assets to WFOE Excluded Assets. To the extent that any assets, property, rights or Designated Person. The Domestic Company shall procure WFOE or Designated Person business of the Sellers (except for the Excluded Assets) are intended to be the only legal owner of the Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets transferred to WFOE or Designated Person through below procedures:
(a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.
(b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation Buyers pursuant to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions general language of this Agreement or its exhibits but are judged invalid in accordance with PRC laws or regulationsnot transferred for any reason, the Parties parties shall enter into other valid cooperate fully (without further consideration being payable) to execute such further documents or instruments as may be necessary to transfer such assets, property, rights and effective agreement, resolution or document business to achieve the same legal and economic effects as this AgreementBuyers.
Appears in 1 contract
Transfer of Assets. The Domestic Company shalla) On the terms and subject to the conditions set forth in this Agreement, within five at the Closing, Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, all of Seller’s right, title and interest in and to all of the assets used or held for use in connection with the operation of the System or otherwise related to the Business, whether tangible or intangible, real, personal or mixed, free and clear of all Liens except Permitted Liens, but excluding the Excluded Assets, including all of such right, title and interest in and to the following (5) business days after WFOE sends the Exercise Notice (collectively, the “Conveyed Assets”):
(i) the Assumed Contracts;
(ii) the Transferred Licenses;
(iii) assets located in the State of California relating to the provision of Voice Services and telecommunications network services;
(iv) the Real Property;
(v) the Accounts Receivable;
(vi) the Required Inventory;
(vii) the Equipment;
(viii) Prepaid Rent and Prepaid Expenses;
(ix) all assets of Seller held or used to operate the Dial-Up Network;
(x) the Books and Records;
(xi) the Transferred Intellectual Property;
(xii) any assets (other than those set forth in the foregoing clauses (i) through (x)) used or held for use within the Territories in the operation or conduct of the Business or used or held for use outside the Territories exclusively in the conduct of the Business;
(xiii) all causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by Seller to the extent exclusively related to the Conveyed Assets, the Assumed Liabilities or the ownership, use, function or value of any Conveyed Asset, whether arising by way of counterclaim or otherwise, except to the extent included in Excluded Assets;
(xiv) to the extent their transfer is permitted by Law, all pending applications for Licenses;
(xv) all guaranties, warranties, indemnities and similar rights in favor of Seller contained in any Assumed Contract;
(xvi) the Network Assets Transfer Date”)and LLC Interests, and pursuant to the instructions in such Exercise Notice, transfer Asset Drop Down;
(xvii) the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner programming and retransmission agreements of the AssetsBusiness that Purchaser expressly elects to assume, without any lien or encumbrances in any form, and shall assist in transferring the title as listed on Section 2.1(a)(xviii) of the Assets to WFOE or Designated Person through below procedures:
(a) The Domestic Company shall execute an Assets Transfer Agreement (Seller Disclosure Schedule, which schedule will be attached hereto by no later than 60 days after the “Assets Transfer Agreement”) on the same day date of the execution of this Agreement. The Assets Transfer Agreement shall ; and
(ixviii) be executed in all goodwill associated with the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated PersonBusiness.
(b) The Domestic Company shall execute a Power of Attorney (Notwithstanding anything to the “ Domestic Company’s PoA ”) contrary contained in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE the term “Conveyed Assets” shall not include:
(i) any receivables (other than the Accounts Receivable), cash, cash equivalents, bank deposits or similar cash items, or prepaid expenses of Seller (other than Prepaid Rent and Prepaid Expenses), in each case, as of the Closing Date (whether or not reflected on Seller’s books and records on such date);
(ii) the Intellectual Property (other than the Transferred Intellectual Property);
(iii) those rights (including WFOE indemnification), interests, claims, recoveries and settlements in connection with litigation (whether commenced as of the Designated PersonClosing Date or thereafter) involving Seller or its Affiliates against third parties relating to fill events occurring prior to the Closing Date set forth in Section 2.1(b)(iii) of the Seller Disclosure Schedule;
(iv) any rights to refunds, credits, rebates, abatements or other refunds of any Taxes with respect to the Conveyed Assets or the Business which relate to any period ending on or prior to the Closing Date or to a Pre-Closing Tax Period;
(v) any insurance policies of Seller or its Affiliates or rights thereunder or proceeds thereof (other than any such insurance proceeds that are reflected on the Financial Information);
(vi) any Excluded Contracts;
(vii) any assets of Seller located outside the Territories that are used primarily in connection with the Business, and which are set forth on Section 2.1(b)(vii) of the Seller Disclosure Schedule;
(viii) all rights of Seller in and to any and all names, trade names, logos, trademarks and services marks used in connection with the Business, including “RCN”, except as provided herein or in the date Transition Services Agreement;
(ix) IP addresses issued to Seller by the American Registry for Internet Numbers and relevant information used in connection with the conduct of the Business, except as provided herein or in the Transition Services Agreement;
(x) any bonds (including but not limited to payment and/or performance bonds, letters of credit or deposits (other than Customer Deposits) posted, made or obtained by Seller with respect to the Conveyed Assets or the Business);
(xi) all programming and retransmission consent agreements of the Business that are not listed on Section 2.1(a)(xviii) of the aforementioned Assets Transfer AgreementSeller Disclosure Schedule; and
(xii) any Launch Fees. The rights, properties and assets expressly excluded from “Conveyed Assets” by this Section 2.1(b) are referred to authorize WFOE to keep such documentcollectively as the “Excluded Assets”.
(c) The Domestic Company Seller shall deliver have the right to WOFE retain one copy of all books, records, literature, lists (other than customer lists, all of which shall be delivered to Purchaser), and any other written or recorded information constituting Conveyed Assets or that otherwise relate to the Business or the Assumed Liabilities (including the Books and Records), in each case for (i) xxxx the administration by Seller or its Affiliates of saleany suit, endorsementclaim, assignaction, and other due and adequate documents of assign and transfer which contain complete assurance of titleproceeding or investigation relating to the Business, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested administration by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement Seller or its exhibits are judged invalid in accordance with PRC laws Affiliates of any regulatory filing or regulations, the Parties shall enter into matter or (iii) any other valid and effective agreement, resolution legal or document to achieve the same legal and economic effects as this Agreementbusiness purpose of Seller or its Affiliates.
Appears in 1 contract
Transfer of Assets. The Domestic Company shallUpon the terms and subject to the conditions set forth in this Agreement, within five Cerus hereby conveys, assigns and transfers to Anza, and Anza hereby acquires from Cerus, free and clear of any Encumbrances (5) business days after WFOE sends other than Encumbrances arising under the Exercise Notice Transferred Contracts), all of Cerus’ right, title and interest in and to the following assets (collectively, the “Assets Transfer DateTransferred Assets”), and pursuant to the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:):
(a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.Transferred Intellectual Property;
(b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.Transferred Contracts;
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.Transferred Tangible Assets;
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.Transferred Regulatory Submissions;
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.Transferred Grants;
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute Transferred Books and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.Records; and
(g) The Shareholder shall execute a shareholder’s resolution (all rights, claims, causes of action and credits, including all guarantees, warranties, indemnities, rights of set-off and similar rights, in favor of Cerus to the “ Shareholder’s Resolution ”) on the same day extent relating to any of the execution foregoing Transferred Assets or any Assumed Liability, other than such rights, claims, causes of this Agreementaction and credits to the extent relating to any Retained Liability, including, without limitation, all causes of action for past misappropriation or infringement of any Transferred Intellectual Property and rights to approve damages and other remedies for past misappropriation or infringement of any Transferred Intellectual Property. Notwithstanding anything contained herein to the contrary, the Transferred Tangible Assets are being assigned, transferred and conveyed to Anza “as is,” “where is” and “with all faults,” with no representations or warranties as to merchantability, fitness or use, except as set forth in Article III. The transfer of the Transferred Assets pursuant to WFOE. The Shareholder’s Resolution this Agreement shall (i) be executed in not include the form and format given in assumption of any Liability related to the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE Transferred Assets that arose (including WFOE and payments that became due) prior to the Designated Person) Effective Time unless Anza expressly assumes that Liability pursuant to fill in the date and relevant information on the aforementioned Shareholder’s ResolutionSection 2.4(a). [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, and to authorize WFOE to keep such documentMARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 1 contract
Transfer of Assets. The Domestic Company shallAt the Closing, within five BSI shall sell, transfer, assign and deliver to Buyer all of its right, title and interest in the following rights and properties of BSI (5) business days after WFOE sends the Exercise Notice specifically excluding any Excluded Assets (the “Assets Transfer Date”as defined below), and pursuant to the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the "Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:"):
(a) The Domestic Company shall execute an Assets Transfer Agreement (all of BSI's right, title and interest in the “Assets Transfer Agreement”) on the same day Software, Diagnostics and Documentation, including, without limitation, BSI's Proprietary Rights relating thereto, including without limitation any of the execution of this foregoing that are escrowed with Buyer pursuant to the 1996 License Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.;
(b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) any Other Software that is owned by BSI and used exclusively in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE Business; and the Designated Person) to fill BSI's contract rights in any Other Software that is licensed from other Persons and used exclusively in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.Business; 6
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation Business Records relating exclusively to the Assets Business and its operation.not to the retained business of BSI;
(d) When delivering Fixed Assets used exclusively in the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the AssetsBusiness, including executing all BSI's contract rights in any such Fixed Assets leased by BSI from any other necessary agreements or documentsPerson, and obtaining all necessary government permits and approvals.which Fixed Assets are set forth on SCHEDULE 1.1 (d);
(e) The Domestic Company shall pay all tax and expenses in relation those Contracts relating exclusively to the transferBusiness that are listed on SCHEDULE 1.1A, assignand all rights of BSI of any nature whatsoever arising out of any such Contract, transmission and delivery including any rights arising as a result of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.breach thereof;
(f) After any other assets used by BSI exclusively in the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer operation of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.Business;
(g) The Shareholder shall execute a shareholder’s resolution (to the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreementextent assignable, any Permits which are exclusively related to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed or used in the form and format given in the Exhibit 1 of this AgreementBusiness; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.and
(h) The Shareholder shall execute a Power of Attorney on those Marks and Trade Names relating exclusively to the same day Business that are listed in SCHEDULE 1.1B and all of the execution of this Agreement, to authorize WFOE (including WFOE and goodwill associated with the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such documentBusiness.
(i) The Parties hereto all of BSI's right, title and interest in the Echo software, including, without limitation, BSI's Proprietary Rights relating thereto. Buyer shall execute all other necessary agreements not be acquiring any asset, right or documentsinterest of BSI except as expressly set forth above. Furthermore, obtain all necessary government permits notwithstanding any provision herein to the contrary, BSI does not sell, and approvals; take all other necessary measures to ensure Buyer is not acquiring, the effective transfer of assets set forth on SCHEDULE 1.1C (the ownership of "Excluded Assets"). At the Closing, BSI shall convey the Assets to WFOE or Designated Person.
the Buyer, free and clear of any Encumbrance other than Permitted Encumbrances. At the Closing, Buyer shall purchase the Assets from BSI, upon and subject to the terms and conditions of this Agreement, and in reliance on the warranties, representations and covenants of BSI contained in this Agreement. The parties acknowledge that Buyer is not acquiring from BSI any of BSI's accounts receivable relating to the Business (j"Accounts Receivable"). From and after the Closing Buyer shall act as BSI's agent for the collection of Accounts Receivable, shall exercise its reasonable best efforts to collect such accounts (consistent with the efforts used by Buyer to collect its own accounts receivable) If all or part on behalf of and for the benefit of BSI and shall remit to BSI full payment in respect of Accounts Receivable, to the extent received by Buyer, within ten (10) business days after such receipt. In the event any Account Receivable remains unpaid after six (6) months after the issuance of the provisions of this Agreement invoice therefor, upon written notice by BSI to Buyer such agency relationship may be terminated (but only with respect to such Account Receivable, or its exhibits are judged invalid such other Accounts Receivable specified in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreementany such notice).
Appears in 1 contract
Transfer of Assets. The Domestic Company shall, within five (5) business days after WFOE sends the Exercise Notice (the “Assets Transfer Date”), and pursuant to the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:
(a) The Domestic Company On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall execute an Assets Transfer Agreement sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase all of Seller’s rights, title and interest in and to, the following assets, properties and rights, wherever located (collectively, the “Assets Transfer AgreementConveyed Assets”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall ):
(i) be executed in the form and format given in the Exhibit 2 of this Agreement; and Inventory;
(ii) be made the Equipment;
(iii) all rights and interest as of the Closing in two and to the Assumed Contracts;
(2iv) duplicates. If WFOE nominates a Designated Person as the purchaserConveyed Intellectual Property;
(v) all Permits, but only to the Parties agree extent Seller is permitted to execute transfer such Permits; and
(vi) all books, records, files and deliver papers (“Business Records”) to WFOE all necessary documents and perform other actions reasonably requested by WFOE the extent they contain information relating solely to ensure the transfer foregoing Conveyed Assets and, with respect to Business Records that primarily pertain to such Designated PersonConveyed Assets, copies of all such Business Records. In the event Seller is required by Law to keep originals of any Business Records relating solely to the Conveyed Assets, Seller will provide copies of such materials to Purchaser. To the extent any Business Records are in a computer format, Seller will either provide hard copies or file transfers of such materials to Purchaser.
(b) The Domestic Company Seller and their respective Affiliates shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreementretain, and to authorize WFOE to keep such document.
(c) The Domestic Company Purchaser shall deliver to WOFE not purchase from Seller and their respective Affiliates, any and all rights, properties and assets that are not included among the Conveyed Assets, including, without limitation: (i) xxxx any cash, cash equivalents, bank deposits or similar cash items of sale, endorsement, assign, and other due and adequate documents Seller or their respective Affiliates as of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or EncumbrancesClosing Date; and (ii) all other data in relation accounts receivable generated by sales of Seller or their respective Affiliates; (iii) rights (including rights of recovery) under the Assumed Contracts relating to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control performance or non-performance of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation such Assumed Contracts prior to the transfer, assign, transmission Closing; (iv) all rights of Seller under this Agreement and delivery the Related Instruments; (v) any interests in any real estate; (vi) all machinery and equipment not otherwise set forth on Section 1.1 of the Assets, including due Seller Disclosure Letter and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute all machinery and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer equipment set forth on Section 1.1 of the Assets to WFOE or the Designated Person, and ensure the possession Seller Disclosure Letter but not selected by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day Purchaser as part of the execution of this Equipment; (vii) all rights and interest in and to the Sales Incentive Agreement, dated September 26, 1997, between Lucent Technologies Inc. (now Avaya Inc.) and Cable Systems International Inc. (now BCC); (viii) any rights to approve refunds, rebates or abatements of any Taxes with respect to the transfer Conveyed Assets that relate to any period ending on or prior to the Closing Date; (ix) any insurance policies of Seller or their respective Affiliates or rights thereunder or proceeds thereof; (x) the Retained Intellectual Property; (xi) assets under any employee benefit or welfare plan or arrangement of Seller or any of their respective Affiliates; (xii) all authorizations, licenses, permits, registrations, certificates, approvals and clearances of Governmental Entities not set forth in Section 3.4(a) of the Assets to WFOE. The Shareholder’s Resolution shall Seller Disclosure Letter; (ixiii) be executed product approvals or certifications not included in the form and format given Conveyed Assets that are not in the Exhibit 1 name of this AgreementSeller, are specific to Seller’s facilities in Phoenix, Arizona or Fort Mill, South Carolina, or are not otherwise transferable; (xiv) any right, claim or cause of action of Seller or their respective Affiliates against third parties relating to the assets, properties, business or operations of the Business arising out of or relating to transactions occurring prior to the Closing; and (iixv) be made any Inventory in two excess of $50,000,000 as determined under Section 2.4 (2the rights, properties and assets expressly excluded from “Conveyed Assets” by this Section 2.1(b) duplicates. If WFOE nominates a Designated Person are referred to collectively as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person“Excluded Assets”).
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 1 contract
Transfer of Assets. The Domestic Company shall(a) Subject to the retention by Seller of the Retained Assets pursuant to subsection 2.1(b) below and the other terms and conditions herein set forth, within five in reliance upon Seller’s representations and warranties, the Seller shall sell, convey, transfer, assign and deliver to the Buyer, free and clear of any Lien (5) business days after WFOE sends the Exercise Notice (the “Assets Transfer Date”other than Permitted Liens), and pursuant the Buyer shall purchase from the Seller, on the Closing Date, all of the assets, properties, claims and rights related to the instructions Business and identified in this Agreement or located at the Real Property (all of such Exercise Noticeassets, transfer properties, rights and business being hereinafter collectively referred to as the Assets to WFOE or Designated Person“Purchased Assets”). The Domestic Company Purchased Assets shall procure WFOE or Designated Person to be include the only legal owner of the Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below proceduresfollowing:
(a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in all goodwill and going concern value generated by and related to the form and format given in the Exhibit 2 of this Agreement; and Business;
(ii) the Customer Lists;
(iii) the Supplier Lists;
(iv) the Assumed Contracts (except as to the brokers oral and written agreements, Buyer only assumes liability for commissions due for sales after the Closing Date);
(v) Acquired Receivables;
(vi) the Real Property;
(vii) the Purchased Intellectual Property;
(viii) the Files and Records;
(ix) subject to Section 8.2 hereof, all point of sale materials, advertising and marketing materials, mailing lists, sales literature, brochures, hand-outs, sales sheets and the like used or available for use by the Seller exclusively in connection with the Business;
(x) subject to Section 8.2 hereof, all packaging designs, trade dress, designs, logos and the like used or available for use exclusively in connection with the variegate and flavoring products sold and distributed by the Business;
(xi) the Machinery and Equipment;
(xii) all transferable Permits;
(xiii) the Saleable Inventory wherever located;
(xiv) all rights to be made acquired by Buyer in two and to the Shared Intellectual Property as set out in Section 8.3; and
(2xv) duplicates. If WFOE nominates a Designated Person as all prepaid rent, utilities, deposits and other prepaid items of Seller exclusively related to the purchaser, Business or related to the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated PersonReal Property.
(b) The Domestic Company Notwithstanding anything herein to the contrary, the Purchased Assets shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreementnot include, and to authorize WFOE to keep such document.
(c) The Domestic Company Seller shall deliver to WOFE (i) xxxx of salenot sell, endorsementconvey, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute assign and deliver to WFOE the Buyer, the following assets, properties, rights, contracts or the Designated Person other documents of assign and transferclaims, and take other measures as reasonably requested by WFOE wherever located, whether real, personal, tangible or the Designated Personintangible, to facilitate the assign and transfer accrued, contingent or otherwise, of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution Business (the “ Shareholder’s Resolution “Retained Assets”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.):
(i) The Parties hereto shall execute any cash and cash equivalent items, including without limitation, checking accounts, bank accounts, certificates of deposit, time deposits, mutual fund and other investments and securities on or prior to the Closing Date;
(ii) subject to Buyer’s rights in the Shared Intellectual Property as provided herein, all other necessary agreements Retained Intellectual Property including, without limitation, all Retained Formulae Intellectual Property and all Shared Intellectual Property and the “CoolBrands,” “Integrated Brands” or documents“Eskimo Pie” trade names and/or trademarks, obtain any derivation thereof and all necessary government permits and approvals; take associated goodwill;
(iii) all other necessary measures to ensure the effective transfer rights of the Seller under any Contract, commitment or agreement not related to the Business;
(iv) all assets used exclusively in connection with the centralized management functions and transition services provided by the Seller and its Affiliates to the Business including all software utilized in the Business;
(v) all employee benefit plans and any trusts, insurance arrangements or other assets held pursuant to, or set aside to fund the obligations of the Seller under, any such employee benefit plans;
(vi) except as provided in Section 7.10, all insurance policies of the Seller or its Affiliates and all rights of the Seller or its Affiliates of every nature and description under or arising out of such insurance policies;
(vii) all claims and rights to receive Tax refunds, credits and benefits relating to the operation or ownership of the Business or the Purchased Assets for any Tax period (or portion thereof) ending on or prior to WFOE or Designated Person.the Closing Date;
(jviii) If the Seller’s rights under this Agreement, the other agreements and instruments executed and delivered in connection with this Agreement, and the transactions contemplated hereby or thereby;
(ix) all trade accounts receivable and other rights to payment exclusively related to the Business from Seller and its Affiliates, arising out of sales of products by the Business in the ordinary course of Business, and the full benefit of all security therefore and rights to payment;
(x) Accounts Receivable other than Acquired Receivables;
(xi) any assets or part property of Seller located at any location other than the Facility (other than the Inventory of the provisions Business stored at public warehouses); and
(xii) the books and records of this Agreement the Seller not related to the Business, including any stock records, minute books or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreementcorporate records.
Appears in 1 contract
Samples: Asset Purchase Agreement (Coolbrands International Inc)
Transfer of Assets. The Domestic Company shall, within five On the Closing Date (5) business days after WFOE sends the Exercise Notice (the “Assets Transfer Date”as hereinafter defined), and pursuant subject to the instructions in such Exercise Noticeconditions contained herein, Seller shall sell, assign, transfer the Assets and convey to WFOE or Designated Person. The Domestic Company Buyer, and Buyer shall procure WFOE or Designated Person to be the only legal owner purchase from Seller, all of the Assetsassets, without any lien or encumbrances properties, interests and rights of Seller of whatsoever kind and nature, real and personal, tangible and intangible, which are used and useful in any form, and shall assist in transferring connection with the title operation of the Station (collectively, the "Station Assets"), including, but not limited to, the following (but excluding the Excluded Assets to WFOE or Designated Person through below proceduresspecified in Section 1.2 hereof:
(a) The Domestic Company shall execute an Assets Transfer Agreement All licenses, permits and other authorizations relating to the Station issued to License Corp. by the FCC or any other governmental authority on or prior to the Closing Date, together with renewals or modifications thereof, including, without limitation, the licenses, permits and authorizations listed on Schedule l.l(a) attached hereto (the “Assets Transfer Agreement”) on licenses, permits and authorizations issued by the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person FCC collectively are referred to herein as the purchaser"FCC Licenses"; the FCC Licenses and the licenses, permits and other authorizations issued by any other governmental authority collectively are referred to herein as the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person."Station Licenses");
(b) The Domestic Company shall execute a Power All equipment, office furniture and fixtures, office materials and supplies, inventory and other tangible personal property, of Attorney (every kind and description, owned or used by Seller with respect to the “ Domestic Company’s PoA ”) Station on the date hereof, together with any additions thereto made between the date hereof and the Closing Date, and less any retirements or dispositions thereof made in the form ordinary course of Exhibit 3 on business between the same day of the execution of this Agreement, to authorize WFOE (including WFOE date hereof and the Designated PersonClosing Date, including, without limitation, the property listed on Schedule 1.1 (b) to fill in attached hereto, (collectively, the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document."Tangible Personal Property");
(c) The Domestic Company shall deliver All of Seller's right, title and interest in and to WOFE (i) xxxx of saleeach contract, endorsementagreement and lease, assignwritten or oral, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation relating to the Assets operation of the Station listed in Schedule 1.1 (c) hereto, together with all contracts, agreements and its operation.leases entered into or acquired by Seller between the date hereof and the Closing Date which Buyer agrees in writing to assume (as hereinafter defined) (collectively, the "Contracts");
(d) When delivering All of Seller's right, title and interest in and to the documents provided call letters "WNEZ" and all trademarks, trade names, service marks, franchises, copyrights, including registrations and applications for registration of any of them, jingles, logos and slogans used in above paragraph the conduct of the business and operation of the Station and either owned by Seller or licensed to Seller on the date hereof, together with any associated goodwill and any additions thereto between the date hereof and the Closing Date, including but not limited to those described on Schedule 1.1 (cd) attached hereto (collectively, the "Intellectual Property"), to the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.extent Seller has assignable rights therein;
(e) The Domestic Company shall pay all tax All of the real property, including transmission towers, owned by Seller and expenses used in relation connection with the Station on the date hereof and Seller's right, title and interest in and to the transferany buildings, assignfixtures, improvements, transmission towers and delivery of other real property owned or leased by Seller in connection with the AssetsStation, together with any additions thereto between the date hereof and the Closing Date, including due and payable sales taxbut not limited to those described on Schedule l.l(e) attached hereto (collectively, transfer tax, filing fee, usage tax, registration fee, etc.the "Real Property");
(f) After All files, records, and books of account relating to, or which are located at the Assets Transfer Date, upon the request of WFOE or the Designated Personpremises of, the Domestic Company shall execute Station, including, without limitation, programming information and deliver studies, technical information and engineering data, news and advertising studies or consulting reports, marketing and demographic data, sales correspondence, lists of advertisers, promotional materials, credit and sales reports and filings with the FCC, copies of all written contracts to WFOE or be assigned hereunder, logs, the Designated Person other documents of assign public inspection file and transfer, and take other measures as reasonably requested by WFOE or all software programs used in connection with the Designated Person, to facilitate the assign and transfer operation of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOEStation. The Shareholder’s Resolution Station Assets shall be transferred to Buyer free and clear of all liens, encumbrances, debts, security interests, mortgages, trusts, claims, pledges, conditional sales agreements, charges, covenants, conditions or restrictions of any kind (collectively, "Liens"), except for (i) be executed rights of lessors, co-lessees or sublessees which are reflected in the form leases listed in Schedule 1.1 (e), (ii) current taxes or governmental assessments, charges, or claims, the payment of which are not yet due and format given payable, (iii) statutory liens of landlord and liens of carriers, warehousemen, materialmen and other similar persons and other similar persons and other imposed by applicable law, rule or regulation incurred in the Exhibit 1 ordinary course of this Agreementbusiness for sums not yet delinquent; (iv) liens relating to deposits made in the ordinary course of business in connection with worker's compensation or employment insurance and other types of social security; and (iiv) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill liens incurred in the date ordinary course of business (e.g., equipment lease encumbrances and relevant information on the aforementioned Shareholder’s Resolutioninstallment sale contract liens) ("Permitted Liens"), and to authorize WFOE to keep such documentall of which are listed in Schedule 1.1.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/)
Transfer of Assets. The Domestic Company shallOn the Closing Date and subject to the ------------------ satisfaction of the conditions set forth in Sections 9.3 and 9.4 hereof, within five (5) business days after WFOE sends the Exercise Notice (the “Assets Transfer Date”)Seller shall sell, convey, assign and transfer to Buyer Sub, and pursuant Buyer Sub shall purchase from Seller, without recourse against Seller except as provided in this Agreement, all of Seller's right, title, and interest in and to the instructions in such Exercise Notice, transfer following assets (referred to herein collectively as the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the "Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:"):
(a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.Fixed Assets;
(b) The Domestic Company shall execute a Power the Real Property (and all of Attorney (the “ Domestic Company’s PoA ”) Seller's right, title and interest, if any, in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.all easements, rights and privileges, hereditaments and appurtenances thereto);
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.Cash on Hand;
(d) When delivering Seller's rights under the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.Safe Deposit Agreements;
(e) The Domestic Company shall pay all tax and expenses in relation to Seller's rights under the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.Equipment Leases;
(f) After Seller's rights under the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute Operation and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.Maintenance Contracts;
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.Records;
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.Loans; and
(i) The Parties hereto shall execute all other necessary agreements Seller's causes of action or documents, obtain all necessary government permits and approvals; take all other necessary measures claims relating to ensure the effective transfer of the ownership of the Assets to WFOE or Designated PersonAssets. THE ASSETS ARE TRANSFERRED "AS IS" AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE) EXCEPT TO THE EXTENT SPECIFICALLY PROVIDED IN THIS AGREEMENT AND IN THE SPECIAL WARRANTY DEED EXECUTED AND DELIVERED PURSUANT HERETO.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 1 contract
Transfer of Assets. The Domestic Company shallPursuant to the terms of the Separation Agreement, within five on or before the Closing Date, iHeartMedia and iHeartCommunications will cause the iHeart Group to assign, transfer, convey and deliver to iHeartCommunications, and iHeartCommunications will transfer to CCH or the relevant member of the Outdoor Group, the Outdoor Assets, including the following assets, subject to certain exceptions: • all assets (5other than intellectual property and rights) that are primarily related to or primarily used or held for use in connection with the business days after WFOE sends of any member of the Exercise Notice Outdoor Group (the “Assets Transfer DateOutdoor Business”), and pursuant subject to certain exceptions; • all assets owned by any member of the Outdoor Group as of the date of the Seperation Agreement that relate to or are used or held for use in the Outdoor Business except as otherwise specifically contemplated in the Separation Agreement; • all assets owned by any member of the Outdoor Group to the instructions extent reflected as being assets of the Outdoor Group in such Exercise Noticethe most recently publicly-filed financial statements of CCOH; • the intellectual property, transfer the Assets to WFOE including patents, marks, domain names and software, owned or Designated Person. The Domestic Company shall procure WFOE or Designated Person purported to be the only legal owner owned by, licensed to or otherwise used or held for use and software used by any member of the Assets, without any lien iHeart Group or encumbrances the Outdoor Group that is primarily related to or primarily used by or held for use in any form, and shall assist in transferring the title conduct or operation of the Assets Outdoor Business specifically contemplated in the Separation Agreement; • all rights and benefits of any member of the Outdoor Group under the Separation Agreement or any ancillary agreement to WFOE or Designated Person through below procedures:
(a) The Domestic Company shall execute an Assets Transfer the Separation Agreement (the “Assets Transfer AgreementAncillary Agreements”) on ); • the same day assets and insurance policies that are expressly contemplated by the Separation Agreement to be transferred to the Outdoor Group; and • the sponsorship of and the assets maintained pursuant to or in connection with the Outdoor benefit and compensation plans. Pursuant to the terms of the execution Separation Agreement, on or before the Closing Date, CCH and CCOH will cause each member of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree Outdoor Group to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.
(b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day relevant member of the execution of this Agreement, to authorize WFOE (including WFOE and iHeart Group the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the iHeart Assets, including executing the following, subject to certain exceptions: • all issued and outstanding equity interests held by iHeartMedia or its subsidiaries in any entity that is not a member of the Outdoor Group; • all the intellectual property and software other necessary agreements or documents, than the intellectual property and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation software to be transferred to the transfer, assign, transmission Outdoor Group; • all rights and delivery benefits of any member of the AssetsiHeart Group under the Separation Agreement or any Ancillary Agreement; • the equity securities of Radio Newco and all of its subsidiaries; • the assets that are expressly contemplated by the Separation Agreement to be retained by the iHeart Group; • the sponsorship of and the assets maintained pursuant to or in connection with each benefit or compensation plan maintained by a member of the iHeart Group; • all assets owned by any member of either the Outdoor Group or the iHeart Group as of the Closing Date that are primarily related to or primarily used or held for use in connection with the business of any member of the iHeart Group (the “iHeart Business”); • all assets owned by any member of the iHeart Group as of the date hereof that relate to or are used or held for use in the iHeart Business; • except as otherwise provided in the Separation Agreement, all assets owned by any member of the Outdoor Group or the iHeart Group to the extent reflected as being assets of the iHeart Group in the most recently publicly-filed financial statements of iHeartMedia; and • any assets not used primarily in the Outdoor Business, including due the assets primarily related to the broadcast radio, digital online and payable sales taxmobile platforms and products, transfer taxprogram syndication, filing feeentertainment, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request traffic and weather data distribution and music research services businesses of WFOE or the Designated Person, the Domestic Company shall execute iHeartMedia and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve its subsidiaries. Concurrently with the transfer of the Outdoor Assets from the iHeart Group to the Outdoor Group, the members of the Outdoor Group will assume certain liabilities described below and certain other liabilities described in the schedules to the Separation Agreement. The liabilities that the Outdoor Group will assume (the “Outdoor Liabilities”) include, without limitation: • liabilities to the extent relating to, arising out of or resulting primarily from the operation or ownership of the Outdoor Business; • any environmental liabilities to the extent relating to, arising out of or resulting from the operation or ownership of the Outdoor Business, provided that any environmental liabilities related to a facility that is shared by the Outdoor Business and the iHeart Business will be divided among the iHeart Group and the Outdoor Group in the same manner as the groups allocate costs for such facility, other than environmental liabilities relating to or arising out of the Outdoor Group’s gross negligence or willful misconduct, which will be borne by the Outdoor Group to the extent arising from such gross negligence or willful misconduct; • all liabilities and insurance policies that are expressly contemplated by the Separation Agreement or any Ancillary Agreement as liabilities to be retained or assumed by the Outdoor Group; • all agreements and obligations of any member of the Outdoor Group under the Separation Agreement or any of the Ancillary Agreements; • all liabilities to the extent relating to, arising out of or resulting from any Outdoor Assets (other than liabilities arising under any shared contracts to the extent such liabilities relate to the iHeart Business); • all liabilities under any “bulk-sale” or “bulk-transfer” laws of any jurisdiction that may be applicable with respect to the transfer or sale of any or all of the Outdoor Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in any member of the form and format given in the Exhibit 1 of this AgreementOutdoor Group; and (ii) be made • the sponsorship of all liabilities at any time arising under, pursuant to or in two (2) duplicates. If WFOE nominates a Designated Person as connection with the purchaser, the Parties agree to execute benefit and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney compensation plans listed on the same day of schedules to the execution of this Separation Agreement, to authorize WFOE (including WFOE and . Concurrently with the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the iHeart Assets from the Outdoor Group to the iHeart Group, the members of the iHeart Group will assume certain liabilities described below and certain other liabilities described in the schedules to the Separation Agreement. The liabilities that iHeart Group will assume (the “iHeart Liabilities”) include, without limitation: • all liabilities that are expressly contemplated by the Separation Agreement or any Ancillary Agreement as liabilities to be retained or assumed by the iHeart Group; • all agreements and obligations of any member of the iHeart Group under the Separation Agreement or any of the Ancillary Agreements; • all liabilities under any “bulk-sale” or “bulk-transfer” laws of any jurisdiction that may be applicable with respect to the transfer or sale of any or all of the iHeart Assets to any member of the iHeart Group; • all liabilities to the extent relating to, arising out of or resulting from any iHeart Assets (other than liabilities arising under any shared contracts to the extent such liabilities relate to the Outdoor Business); • subject to the terms of the Separation Agreement, all liabilities (other than Outdoor Liabilities) relating to the employment or termination of employment by any member of the iHeart Group of any employee of the Outdoor Business whose employment is transferred to, or who accepts an offer from, a member of the Outdoor Group; and • any environmental liabilities to the extent relating to, arising out of or resulting from the operation or ownership of the Assets iHeart Business, provided that any environmental liabilities related to WFOE a facility that is shared by the Outdoor Business and the iHeart Business will be divided among the iHeart Group and the Outdoor Group in the same manner as the groups allocate costs for such facility, other than environmental liabilities relating to or Designated Person.
(j) If all or part arising out of the provisions of this Agreement iHeart Group’s gross negligence or its exhibits are judged invalid in accordance with PRC laws willful misconduct, which will be borne by the iHeart Group to the extent arising from such gross negligence or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreementwillful misconduct.
Appears in 1 contract
Samples: Merger Agreement
Transfer of Assets. The Domestic Company shallUpon the terms and subject to the conditions and provisions contained herein, within five at the Closing, Seller shall sell, convey, transfer, assign and deliver (5or cause to be sold, conveyed, transferred, assigned and delivered) to Buyer, free and clear of all Liens, and Buyer shall acquire and accept from Seller, all right, title and interest in and to all of the assets, properties, business days after WFOE sends and rights of any and every kind owned by Seller, whether tangible or intangible, real or personal, including, without limitation, the Exercise Notice following assets (but exclusive, in all cases, of 51267463.5 the Excluded Assets) (all of the assets to be sold, assigned, transferred and delivered to Buyer hereunder, the “Assets Transfer DateAcquired Assets”), and pursuant to the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:):
(a) The Domestic Company shall execute an Assets Transfer Agreement all machinery, equipment, fixtures, furnishings, trade fixtures, storage racks, tools, dies and furniture and other similar items of personal property wherever located, including but not limited to the items listed on Schedule 2.1(a) (the “Assets Transfer AgreementFixed Assets”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.attached hereto;
(b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.all Inventory wherever located;
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assignall computers and software, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.personal property related thereto wherever located;
(d) When delivering all rights existing under the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.Assumed Executory Contracts;
(e) The Domestic Company shall pay all tax of Seller’s rights, claims, credits, immunities, or rights of set-off against third parties (including former and expenses in relation present employees of Seller) relating to the transfer, assign, transmission and delivery of the Acquired Assets, including due and payable sales taxincluding, transfer taxwithout limitation, filing feeunliquidated rights under warranties, usage tax, registration fee, etc.but only to the extent such rights may be used as defenses to payments but not as affirmative claims for recovery;
(f) After the Assets Transfer Dateall claims, upon the request rights of WFOE action, suits or the Designated Personproceedings, the Domestic Company shall execute and deliver to WFOE whether in law or the Designated Person other documents in equity, whether known or unknown, that Seller or Seller’s bankruptcy estate may hold against any person or entity, foreign or domestic, under any law whatsoever except any claims against individuals serving as Directors of assign and transferSeller as of December 27, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.2012;
(g) The Shareholder shall execute a shareholderall of Seller’s resolution (Intellectual Property and Intellectual Property Licenses including, but not limited to, all rights to use the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form name “Tully’s” and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.related trademarks;
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.all Change Funds;
(i) The Parties hereto shall execute all other necessary agreements deposits and prepaid expenses except for security deposits or documents, obtain all necessary government permits and approvals; take all other necessary measures prepaid rents attributable to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.Executory Contracts that are not Assumed Executory Contracts;
(j) If all of Seller’s rights and equity interests in the Subsidiaries or part at Buyer’s option, the assets of the provisions Subsidiaries, free and clear of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid all Liens as provided herein;
(k) all Accounts Receivable; and
(l) all Books and effective agreement, resolution or document to achieve the same legal and economic effects as this AgreementRecords.
Appears in 1 contract
Transfer of Assets. The Domestic Company shallEffective as of the Closing Date, within five (5) business days after WFOE sends Seller hereby sells, conveys, transfers, assigns and delivers to Buyer all of Seller’s right, title and interest in, to and under the Exercise Notice (the “tangible Acquired Assets Transfer Date”)free and clear of Encumbrances, and Buyer hereby purchases such tangible Acquired Assets and accepts such conveyance, transfer, assignment and delivery; provided, however, that any Acquired Assets that are specifically assigned or transferred pursuant to any other Transaction Document shall not be assigned or transferred pursuant to this Section 2. 3. Subject to the Asset Purchase and License Agreement. This Xxxx of Sale is subject in all respects to the terms and conditions of the Asset Purchase and License Agreement, and all of the representations, warranties, covenants and agreements of the Seller and Buyer contained therein, all of which shall survive the execution and delivery of this Xxxx of Sale in accordance with the terms of the Asset Purchase and License Agreement. The Acquired Assets are being delivered for good and valuable consideration, pursuant to the instructions terms and conditions contained in such Exercise Noticethe Asset Purchase and License Agreement. Nothing contained herein shall supersede, transfer the Assets amend, alter or modify (nor shall it be deemed or construed to WFOE supersede, amend, alter or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner modify) any of the Assets, without any lien terms or encumbrances conditions of the Asset Purchase and License Agreement in any form, and shall assist in transferring manner whatsoever. In the title event of the Assets to WFOE or Designated Person through below procedures:
(a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.
(b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of conflict between the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulationsXxxx of Sale and the provisions of the Asset Purchase and License Agreement, the Parties provisions of the Asset Purchase and License Agreement shall enter into other valid control and effective agreementprevail. -36- Portions of this Exhibit, resolution indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. CONFIDENTIAL TREATMENT REQUESTED 4. Representations and Warranties. Except as set forth in the Asset Purchase and License Agreement, Seller makes no representations or document warranties, express or implied, with respect to achieve the same legal Acquired Assets, and economic effects as this AgreementSeller expressly disclaims any implied warranties. 5.
Appears in 1 contract
Samples: Asset Purchase and License Agreement
Transfer of Assets. The Domestic Company shallUpon the terms and subject to the conditions contained in this Agreement, within five (5) business days after WFOE sends at the Exercise Notice Closing, the Seller, pursuant to a Xxxx of Sale substantially in the form of Exhibit E hereto (the “Assets Transfer DateXxxx of Sale”), shall sell, convey, transfer, assign and pursuant deliver to the instructions in such Exercise NoticePurchaser, transfer and the Assets to WFOE or Designated Person. The Domestic Company Purchaser shall procure WFOE or Designated Person to be acquire from the only legal owner Seller, free and clear of all Encumbrances, all of the Seller’s right, title and interest in and to the properties and assets and rights of any kind, whether tangible or intangible, real or personal, used in or related to the Business (collectively, the “Purchased Assets”), without any lien or encumbrances in any formincluding, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below proceduresbut not limited to:
(a) The Domestic Company shall execute an Assets Transfer Agreement all accounts and notes receivable (the “Assets Transfer Agreement”whether current or noncurrent), refunds, deposits, prepayments or prepaid expenses (including without limitation any prepaid insurance premiums) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.Business;
(b) The Domestic Company shall execute a Power all of Attorney the Seller’s rights under the Contracts (the “ Domestic Company’s PoA “Contract Rights”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.);
(c) The Domestic Company shall deliver to WOFE (i) xxxx all of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation fixed assets related to the Assets Business within the Seller’s Facilities and its operation.any services or maintenance Contracts with Customers of the Business and any Software used to operate equipment used in the Business;
(d) When delivering the documents provided in above paragraph (c), Seller’s rights under the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.Leases;
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.Leasehold Improvements;
(f) After the Assets Transfer DateSeller’s right to enforce the Settlement and Release Agreement by and between the Seller and Xxxxxxx X. Xxxxxxx dated as of April 30, upon 2007 and attached hereto as Exhibit K (the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.“Xxxxxxx Settlement Agreement”);
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.Inventory;
(h) The Shareholder shall execute a Power of Attorney on all furniture, fixtures and equipment related to the same day of Business within the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned ShareholderSeller’s Resolution, and to authorize WFOE to keep such document.Facilities;
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.Backlog;
(j) If books and records related to the Business, the Purchased Assets or the Assumed Liabilities;
(k) the supplies, sales literature, catalogues, brochures, promotional literature, customer, supplier and distributor lists, art work, other marketing materials, telephone and fax numbers and purchasing records related to the Business;
(l) all Seller’s right, title and interest in the name “Ultrascan”, any trade names, trade dress, designs and marketing materials currently in use by the Seller, and the “xxx.xxxxxxxxxxxx.xxx” web site including the image and likeness of Hilie King;
(m) the Seller’s insurance policies with respect to the Business, to the extent assignable;
(n) all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind, against any Person, including, without limitation, any liens, security interests, pledges or part other rights to payment or to enforce payment in connection with products or services delivered by the Seller with respect to the Business on or prior to the Closing Date; and
(o) any and all instruments and documents relating to any of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreementforegoing.
Appears in 1 contract
Transfer of Assets. The Domestic Company shall(a) For the consideration hereinafter provided, within five the Sellers, in accordance with the terms and subject to the conditions in this Agreement, shall convey, transfer and assign to the Purchasers at the Closing, and the Purchasers shall purchase from the Sellers (5in each case, free and clear of all Liens other than Permitted Liens), the following, hereinafter collectively referred to as the “Assets”:
(i) business days after WFOE sends each Seller’s fee simple title in and to the Exercise Notice land, as more particularly described in Exhibit 1.1(a) attached hereto (the “Assets Transfer DateLand”), and all buildings, structures, fixtures, facilities, amenities, driveways, walkways, parking lots and other improvements owned by each Seller and located on the Land (collectively, the “Improvements”);
(ii) all of each Seller’s right, title and interest in and to all easements, rights-of-way, rights of ingress and egress, strips, zones, licenses, transferable hereditaments, privileges, tenements and appurtenances in any way belonging to or appertaining to the Land or the Improvements, and any right or interest in any open or proposed xxxxxxxx, xxxxxxx, xxxxx, xxxxxxx, alleys, easements, strips, gores and rights-of-way in, across, in front of, contiguous to, abutting or adjoining the Land (collectively with the Land and the Improvements, the “Real Property”);
(iii) any pending or future action for condemnation, eminent domain or similar proceeding, or for any damage to the Real Property by reason of a change of grade thereof;
(iv) all of each Seller’s right, title and interest in and to all materials, supplies, inventory, consumables, perishable and nonperishable food products, and other similar tangible property used in connection with the operation of the Real Property (collectively, the “Inventory”);
(v) all of each Seller’s right, title and interest in and to the Tenant Leases and the Assumed Equipment Leases;
(vi) all of each Seller’s right, title and interest in and to the Assumed Contracts;
(vii) all of each Seller’s right, title and interest in and to all Residency Agreements;
(viii) except for the Excluded Assets, all of each Seller’s right, title and interest in and to: (A) local and toll-free telephone and facsimile exchange numbers and post office box addresses used in connection with the ownership, maintenance and operation of the Real Property and the businesses operated at the Facilities (the “Business”), (B) to the extent any Seller’s interest is assignable pursuant to Applicable Law and to the instructions extent the Purchasers in such Exercise Noticetheir sole discretion elect to assume the same, transfer all of each Seller’s right, title and interest in and to all licenses, permits, approvals, entitlements, and other governmental authorizations (including certificates of occupancy), provider agreements and certificates of need issued by any Governmental Authority in each Seller’s possession or control in connection with the ownership, operation, planning, development, use or maintenance of any Real Property and the Business, (C) all rights and work product under construction, service, consulting, engineering, architectural, design and construction agreements (the “Work Product”) (including any warranties contained therein), (D) to the extent that each Seller’s interest is assignable, all of each Seller’s interest in all construction warranties, manufacturers’ warranties and other warranties applicable to the Real Property or the Business, (E) all development rights and goodwill related to any portion of any Real Property, (F) all leads regarding prospective residents, all customer lists, referral source lists, and competitive analyses related to the Facilities, (G) any trade marks, trade names, service marks, trade dress and all variations thereof, (H) all licensed software and proprietary software (the “Proprietary Software”) used in the operation of the Facilities, (I) deposits and advance payments made by the Sellers and held by third parties with respect to any of the Assets or the Business, collectively “Transferred Funds”, (J) all indemnities related to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the Assets, without (K) all causes of action, choses of action, rights of recovery, rights of setoff and rights of recoupment of the Sellers relating to the Real Property or the Business, including any lien such rights of the Sellers under any property, casualty, or encumbrances in any formother insurance policy (“Causes of Action”), and shall assist (L) all other intangible property used by the Sellers exclusively in transferring connection with the title ownership and operation of the Assets to WFOE Real Property or Designated Person through below procedures:the Business (collectively, the “Intangible Property”);
(aix) The Domestic Company shall execute an all of each Seller’s right, title and interest in and to (A) keys and combinations to all doors, cabinets, enclosures and other locks on or about the Real Property, (B) furniture, equipment, televisions, telephone systems; mechanical systems, fixtures and equipment, electrical systems, fixtures and equipment; heating fixtures, systems, and equipment; air conditioning fixtures, systems and equipment, plumbing fixtures, systems, and equipment, security systems and equipment, carpets, drapes, artwork and other furnishings, refrigerators, microwaves, ovens, stoves, and all other appliances, vehicles, office equipment, furniture and fixtures not considered improvements, spare parts, supplies and other physical assets, machinery, tools, trade fixtures, utensils, china, glassware, and other personal property owned by the Sellers, which are located on or used exclusively in connection with the maintenance and operation of the Facility and/or the Real Property (collectively, the “FF&E”), (C) the Books and Records and (D) all other personal property owned by the Sellers and which is used by the Sellers in connection with the ownership, maintenance, and operation of the Real Property; but excluding the Excluded Assets Transfer Agreement (collectively, and together with the Inventory, the “Personal Property”);
(x) except for the Excluded Documents, all of each Seller’s right, title and interest in and to the following documents that relate to the Real Property, the Personal Property and the Business: (A) all records and reports (except for such records and reports where transfer is prohibited by Applicable Law) relating to all Residents at the Facilities (collectively, the “Resident Records”), (B) Employee Records, but only to the extent such Employee Records are for employees who become Transitioned Employees, (C) third party reports and studies, land surveys, structural reviews, environmental assessments or audits, architectural drawings and engineering, geophysical, soils, seismic, geologic, environmental (including with respect to the impact of materials used in the construction or renovation of the Improvements) and architectural reports, studies and certificates pertaining to the Real Property, (D) land use applications, land use permits and approvals, and other operating permits and (E) policy and procedure manuals (collectively, the “Assigned Records”); and
(xi) copies of the following records (the “Assets Transfer Agreement”originals and all other rights associated therewith are to be retained by the Sellers): (A) on building designs, (B) accounting records, including billing records and invoices, (C) regulatory surveys and reports, incident tracking reports and (D) all financial statements and other accounting, tax, financial and other books and records relating to the same day use, maintenance and operation of the execution Facility, but excluding any Excluded Documents (collectively, the “Copied Records,” and, together with the Assigned Records, the “Books and Records”). Notwithstanding the foregoing, each Seller shall separately convey, transfer and assign each Real Property to a single Purchaser (or such Purchaser’s assigns pursuant to Section 11.6) in accordance with Exhibit 1.1(a), which exhibit identifies for each Real Property: (A) each Seller that shall convey, transfer and assign such Real Property and (B) the Purchaser to which such Seller shall effect the conveyance, transfer and assignment of this Agreementsuch Real Property. With respect to the Assets other than the Real Property, each Seller shall separately convey, transfer and assign each such Asset to one or more Purchasers (or such Purchasers’ assigns pursuant to Section 11.6) in accordance with Exhibit 1.1(a), which exhibit identifies for each Facility (X) each Seller that shall separately convey, transfer and assign such Assets and (Y) the Purchaser or Purchasers to which such Seller shall effect the conveyance, transfer and assignment of such Assets. The Assets Transfer Agreement Purchasers shall (ihave the right to make modifications to the identity of the Purchasers on Exhibit 1.1(a) be executed in accordance with Section 11.6 after the form and format given in Effective Date up to the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated PersonClosing Date.
(b) The Domestic Company Notwithstanding anything to the contrary contained herein, the Assets shall execute a Power not include all of Attorney (the “ Domestic Company’s PoA ”) Sellers’ right, title and interest in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE following items (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c)collectively, the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the “Excluded Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.):
(i) The Parties hereto shall execute all other necessary agreements or documentsAll bank accounts, obtain all necessary government permits cash, cash equivalents, securities and approvals; take all other necessary measures accounts receivable (but only to ensure the effective transfer of extent relating to periods prior to the ownership of the Assets Closing) (including third party settlements), prepaid accounts (subject to WFOE or Designated Person.
(j) If all or part of the provisions of Section 9.6), real estate tax, insurance, maintenance, replacement and other escrows, reserves and impoundments held in connection with any loans and any Causes of Action (but only to the extent such Causes of Action relate to periods prior to the Closing);
(ii) All sums relating to Title XIX of the Social Security Act (however denominated by the applicable state, “Medicaid”) rate adjustments relating to periods prior to the Closing;
(iii) Refunds, rebates and dividends paid in respect of workers’ compensation, with respect to other insurance premiums paid by the Sellers relating to periods prior to the Closing Date, and refunds and additional recoveries by or payments to the Sellers from any person for services, goods or supplies which were provided by such person to the Sellers prior to the Closing Date;
(iv) The following books and records: (A) the Sellers’ organizational documents, minute books and other books and records relating solely to the corporate or similar governance of each Seller as a legal entity, (B) records related to employees that do not become Transitioned Employees, and (C) any correspondence or communications between legal counsel on the one hand and the Sellers or the Seller Representatives on the other hand, whether or not covered by attorney-client privilege, and whether or not related to the transaction contemplated by this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations(collectively, the Parties shall enter into other valid “Excluded Documents”);
(v) Originals of the Copied Records;
(vi) The trademarks, trade names, service marks, web addresses and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreementtelephone numbers set forth on Exhibit 1.1(b)(vi); and
(vii) All management agreements with BPM Senior Living Company (“BPMSL”).
Appears in 1 contract
Transfer of Assets. The Domestic Company shallAssignor hereby assigns, within five grants, conveys, transfers, and sets over to Assignee all of Assignor’s currently existing right, title, and interest in all real or personal property and all other assets, whatsoever and where so ever situated, which assets include, without limitation, all personal property and any interest therein, including all that certain stock of merchandise, office furniture and fixtures, machinery, equipment, leasehold interests and improvements (5subject to Section 3(a) below) , inventory (raw goods, work in process and finished goods), book accounts, books and records, bills, accounts receivable, cash on hand, cash in bank, deposits, intellectual property including all patents, patent applications, copyrights, trademarks and trade names, and all goodwill associated therewith, insurance policies, tax refunds, rebates, general intangibles (including any and all causes of action), insurance refunds and claims, and choses in action that are legally assignable, together with the proceeds of any non-assignable choses in action that may hereafter be recovered or received by the Assignor, and all real property interests. ACTIVE/109157197.2 Further, this General Assignment specifically includes all claims for refunds or abatement of all excess taxes heretofore or hereafter assessed against or collected from the Assignor by the United States or any of its departments or agencies, any state or local taxing authority, and the Assignor agrees to sign and execute a power of attorney or such other document(s), as required, to enable Assignee to file and prosecute, compromise, and/or settle all such claims before the respective taxing authority. Assignor agrees to endorse any refund checks relating to the prior operations of said Assignor’s business days after WFOE sends and to deliver such checks immediately to Assignee, except in the Exercise Notice (case of any of the foregoing, solely to the extent the same is prohibited from transfer or assignment by the terms of any applicable contract or by operation of law. All of the assets assigned by this General Assignment shall be referred to herein as the “Assets Transfer Date”)Assigned Assets.” Notwithstanding the above, and pursuant to the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:
(a) The Domestic Company the Assignee shall execute an Assets Transfer Agreement (provide Assignor and its representatives with reasonable access to the “Assets Transfer Agreement”) on the same day books and records and other financial information of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.
(b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures Assignor as reasonably requested by WFOE or the Designated Person, Assignor; (b) the Assignee shall ensure that any agreement to facilitate sell the assign and transfer of Assignor’s assets contains a provision requiring any purchaser to provide the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of Assignor with such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreementreasonable access; and (iic) the definition of Assigned Assets shall not include any policy proceeds that would be made directly payable to or payable on behalf of any insured individual under the Assignor’s insurance policies, and nothing in two (2) duplicatesthis General Assignment shall be construed to prevent or hinder any such individual from seeking access to any such policy proceeds. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day assignment of the execution Assigned Assets by Assignor to Assignee hereunder shall be subject to all properly perfected liens encumbering any of the Assigned Assets existing as of the date of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such documentGeneral Assignment.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 1 contract
Transfer of Assets. The Domestic Company shallAt the Effective Time, within five (5) business days after WFOE sends Seller shall assign, transfer, convey and deliver to Purchaser, free and clear of all Liens other than Permitted Exceptions, and Purchaser shall acquire, all of Seller’s right, title and interest in and to, the Exercise Notice following assets and properties (the “Assets Transfer DateAcquired Assets”), used or usable in connection with the operation of the Hospital and pursuant only to the instructions in extent such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the assets are not Excluded Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:
(a) The Domestic Company all of the real property that is owned by Seller with respect to the operation of the Hospital, including, without limitation, real property that is leased to third parties by the Hospital and used with respect to the operation of the Hospital, and the real property located in Xxxxxx County, Georgia that was acquired by Seller from Xxxxx X. Xxxxxxxx on June 12, 2006 and is described in Schedule 2.8(a) (such descriptions to include legal descriptions and addresses; provided, however, that to the extent any real property survey obtained by Purchaser prior to the Closing Date with respect to the real property reflects legal descriptions that are different from those legal descriptions set forth in Schedule 2.8(a), the legal descriptions set forth in the real property survey shall execute an Assets Transfer Agreement replace the legal descriptions set forth on Schedule 2.8(a), together with all buildings, improvements and fixtures located thereupon and all construction-in-progress located thereupon, together with all rights of way, servitudes, uses, hereditaments, tenements belonging or appertaining thereto and any warranties of third parties assignable by Seller with respect thereto (collectively, the “Assets Transfer AgreementOwned Real Property”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.);
(b) The Domestic Company shall execute Seller’s leasehold or subleasehold interests as tenant, subtenant, lessee, sublessee or ground lessee or sublessee, to the extent assignable or transferable, in and to all of the real property leases (including any assignment of a Power real property lease or sublease) as set forth in the Sublease Agreement with respect to the operation of Attorney the Hospital (the “ Domestic Company’s PoA “Real Property Leases”) including, without limitation, the leases described in Schedule 2.8(b), each such Real Property Lease to be identified in such schedule by its title, the form of Exhibit 3 on date thereof, the same day names of the execution parties thereto at execution, street address, any amendments thereto or assignments thereof, and also identifying any security deposits paid by Seller thereunder (the “Leased Real Property”) (the Owned Real Property and the Leased Real Property are collectively referred to in this Agreement as the “Real Property”);
(c) all of the tangible personal property owned by Seller with respect to the operation of the Hospital, including all personal computers, fixed and moveable equipment, furniture, fixtures, machinery, vehicles, office furnishings, and leasehold improvements (the “Personal Property”), including, without limitation, the Personal Property described in Schedule 2.8(c);
(d) all of Seller’s rights, to the extent assignable or transferable, to all licenses, permits, provider numbers, provider agreements, approvals, certificates of need (or exemptions or waivers therefrom), certificates of exemption, franchises, accreditations and registrations and other governmental licenses, permits or approvals issued to Seller with respect to the operation of the Hospital and the Real Property (the “Licenses”), including, without limitation, the Licenses described in Schedule 2.8(d);
(e) all of Seller’s interest as lessee, to the extent assignable or transferable, in and to only those certain personal property leases described in Schedule 2.8(e) (the “Personal Property Leases” and collectively with the Real Property Leases, the “Leases”); provided, however, that prior to or in connection with the Closing, Seller shall pay in full all amounts accrued or otherwise owed under the Leases in connection with events or periods prior to the Effective Time;
(f) all of Seller’s interest in and to only those contracts and agreements (including Provider Agreements) with respect to the operation of the Hospital that are described in Schedule 2.8(f) (the “Contracts”);
(g) all of those advance payments, prepayments, prepaid expenses, deposits (including, without limitation, all security deposits under the Real Property Leases) and the like which exist as of the Closing Date, subject to the prorations provided in Section 2.14 of this Agreement, which were made with respect to authorize WFOE the operation of the Hospital (the “Prepaids”);
(h) all Inventories (including WFOE and all Supplies) located at the Designated Person) to fill Hospital or otherwise used or usable by Seller in connection with the date and relevant information on operation of the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.Hospital;
(c) The Domestic Company shall deliver to WOFE (i) xxxx all documents, records, operating manuals, files and computer software with respect to the operation of salethe Hospital, endorsementincluding, assignwithout limitation, all patient records, medical records, employee records (for those employees who will be employed by Purchaser following the Effective Time), financial records with respect to the operation of the Hospital, equipment records, construction plans and specifications, and other due medical and adequate documents administrative libraries;
(j) all rights of assign Seller under all warranties of any manufacturer or vendor in connection with the Personal Property;
(k) all goodwill of the Hospital and transfer which contain complete assurance of titleSeller in connection with the operation of the Hospital;
(l) the names, service marks, symbols, telephone numbers and facsimile numbers used with respect to grant WFOE or the Designated Person a dueoperation of the Hospital, absolute and marketable title of assetsincluding, without any lien or Encumbrances; limitation, those names, service marks, symbols, telephone numbers and facsimile numbers set forth on Schedule 2.8(l);
(iim) all other data in relation the non-proprietary website content related to the Assets and its operation.Hospital which is identified on Schedule 2.8(m); and
(dn) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures subject to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution Section 2.4 of this Agreement, any and all commitments made by the Xxxxxx County Commission related to approve bonds issued on behalf of Xxxxxx County and any and all operational subsidies previously provided to Seller or the transfer Hospital or to be provided after the Effective Time in connection with the operation of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated PersonHospital.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 1 contract
Transfer of Assets. The Domestic Company shallDuring the Transition Period, within five (5) business days after WFOE sends but in no event later than the Exercise Notice end of the Transition Period, EDS shall transfer to VLT and AWI all of EDS' right, title and interest in and to each item of equipment described in Schedule C (the “Assets "Transfer Date”Equipment"), and pursuant to the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:
except: (a) The Domestic Company shall execute an Assets Transfer Agreement (to the “Assets Transfer Agreement”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaserextent such transfer is legally or contractually prohibited, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.
or (b) The Domestic Company for unutilized equipment representing an insubstantial portion of the equipment listed on Schedule C which prior to the date hereto has either been transferred to other EDS accounts or sold to third parties. To the extent that any assignment requires the consent of a third party, EDS shall execute use commercially reasonable efforts to obtain such consents, provided that in no event will EDS be responsible for (and VLT and AWI will be responsible for) any costs and expenses associated with obtaining such consents. VLT and AWI will pay all sales and other transfer taxes associated with the assignment of the Transfer Equipment to VLT and AWI. VLT and AWI take all of the Transfer Equipment subject to any liability relating to such Transfer Equipment. VLT AND AWI ACKNOWLEDGE AND AGREE THAT, EXCEPT AS SET FORTH HEREIN, NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, HAVE BEEN OR WILL BE MADE WITH RESPECT TO ANY OF THE TRANSFER EQUIPMENT, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES AS TO THE MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL SUCH REPRESENTATIONS AND WARRANTIES EXPRESSLY BEING DENIED BY EDS. VLT AND AWI FURTHER ACKNOWLEDGE AND AGREE THAT THEY HAVE EXAMINED THE TRANSFER EQUIPMENT TO THE EXTENT THEY DEEM NECESSARY OR APPROPRIATE AND HAVE AGREED TO ACCEPT THE TRANSFER EQUIPMENT AT ITS PRESENT LOCATION AND IN ITS PRESENT CONDITION "AS IS." EDS does hereby represent and warrant to VLT and AWI that the Transfer Equipment represents all of the equipment, in addition to equipment supplied by VLT or AWI, used by EDS in providing the Schedule A Services, except for such equipment the failure of which to be included within the Transfer Equipment would not reasonably be expected to have a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 material adverse effect on the same day ability of EDS to perform the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such documentSchedule A Services.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 1 contract
Samples: Master Settlement Agreement (Video Lottery Technologies Inc/De)
Transfer of Assets. The Domestic Company shallOn the terms and subject to the conditions set forth in this Agreement, within five (5) business days after WFOE sends on the Exercise Notice (date hereof and effective as of the “Assets Asset Transfer Date”)Effective Time, each Asset Contributor is contributing, conveying, assigning, transferring and delivering to the Partnership, or shall cause to be contributed, conveyed, assigned, transferred and delivered to the Partnership, and the Partnership shall accept, acquire and assume all of the assets, rights, and properties used or held for use in the contemplated operation and conduct of the Contributed Business of every kind, nature, character and description, tangible and intangible, real, personal or mixed, whether held by such Asset Contributor or an Affiliate thereof, wherever located other than the Excluded Assets (provided that the assets of Oxy Petrochemicals are being transferred to the Partnership pursuant to the instructions in such Exercise NoticeMerger); and which conveyance, transfer the Assets subject to WFOE or Designated Person. The Domestic Company Section 2.2, shall procure WFOE or Designated Person to be the only legal owner of the Assetsinclude, without any lien or encumbrances in any formlimitation, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below proceduresfollowing:
(a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) on the same day All right, title and interest of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed such Asset Contributor and any Affiliate thereof in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.Fee Interests;
(b) The Domestic Company shall execute a Power All right, title and interest of Attorney (such Asset Contributor and any Affiliate thereof under the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.Leaseholds;
(c) The Domestic Company shall deliver to WOFE (i) xxxx All right, title and interest of salesuch Asset Contributor and any Affiliate thereof, endorsementif any, assignin the Associated Rights, including, without limitation, all contracts, easements, rights-of-way, permits, licenses and leases and other similar rights for related equipment, power and communications cables, and other due related property and adequate documents equipment used principally in the normal operation and conduct of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.Contributed Business;
(d) When delivering All of the documents provided right, title and interest of such Asset Contributor and any Affiliate thereof in above paragraph (c)the Equipment and all warranties and guarantees, if any, express or implied, existing for the Domestic Company shall also take all measures benefit of such Asset Contributor or any Affiliate thereof in connection with the Equipment to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.extent assignable;
(e) The Domestic Company shall pay all tax and expenses in relation Subject, to the transferextent applicable, assignto Section 5.3, transmission and delivery all of the right, title and interest of such Asset Contributor and any Affiliate thereof in the Unrecorded Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.;
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer All of the Assets to WFOE or the Designated Personright, title and ensure the possession by WFOE or the Designated Person interest of such Assets.Asset Contributor and any Affiliate thereof in any Contributed Contracts;
(g) The Shareholder shall execute a shareholder’s resolution (Any right, title and interest of such Asset Contributor in any Trademarks to the “ Shareholder’s Resolution ”) on extent used or contemplated to be used principally in the same day normal operation and conduct of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.Contributed Business;
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, All Government Licenses that are transferable and as to authorize WFOE (including WFOE and the Designated Person) which Consents to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.transfer are obtained where required;
(i) The Parties hereto shall execute all other necessary agreements or documentsInventory, obtain all necessary government permits Stores Inventory and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.Prepaid Expenses;
(j) If all Subject to Section 5.6, Accounts Receivable together with any reserve or part allowance for doubtful accounts, returned products or potential price adjustment;
(k) All right, title and interest of such Asset Contributor and any Affiliate thereof in the subsidiaries listed on Schedule 2.1(k) (the "Contributed Subsidiaries");
(l) All claims and rights against third parties (including, without limitation, insurance carriers, indemnitors, suppliers and service providers) to the extent, but only to the extent that, they relate to the Assumed Liabilities; provided, however, that to the extent that any claims or rights of such Asset Contributor against any third parties are not assigned to the Partnership, and the partnership incurs Liabilities that would create such claims or rights on behalf of such Asset Contributor, such Asset Contributor shall enforce such claims or rights for the benefit (and at the cost) of the provisions Partnership to the extent it may lawfully do so, except that the Asset Contributor shall not be required to enforce insurance claims against fronting, captive or retrospectively rated policies which would ultimately result in such claims being ultimately borne, directly or indirectly, by the Asset Contributor;
(m) A fifty percent (50%) interest in PD Glycol, a Texas limited partnership;
(n) Any claims of this Agreement the Contributors against Union Pacific for service delays related to the Contributed Business; and
(o) Any other asset of such Asset Contributor or its exhibits are judged invalid in accordance with PRC laws or regulations, Affiliate contributed to the Parties shall enter into other valid and effective agreement, resolution or document Partnership pursuant to achieve the same legal and economic effects as terms of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Occidental Petroleum Corp /De/)
Transfer of Assets. The Domestic Company shallIn consideration of assumption of the Liabilities and payment of the amounts called for by Article III at the Closing, within five (5) business days after WFOE sends the Exercise Notice (the “Assets Transfer Date”)Seller shall irrevocably sell, transfer, assign and pursuant deliver to the instructions in such Exercise Notice, transfer Buyer and the Assets to WFOE or Designated Person. The Domestic Company Buyer shall procure WFOE or Designated Person to be the only legal owner purchase and accept delivery of the following Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:
(a) The Domestic Company shall execute an Assets Transfer Agreement all Branch Loans secured by Branch Deposits, including (as provided in Paragraph 3 of Schedule 1 hereto) accrued interest thereon to the “Assets Transfer Agreement”) on Closing Date; provided, however the same day of Buyer has the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in right to reject any such loans upon notice to the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in Seller at least two (2) duplicates. If WFOE nominates a Designated Person as Business Days prior to the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.Closing Date;
(b) The Domestic Company shall execute a Power all of Attorney (the “ Domestic Company’s PoA ”) Seller's right, title and interest in and to the Personal Property set forth on Exhibit E attached hereto and incorporated herein by this reference, other than any such Personal Property disposed of in the form ordinary course of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation business prior to the Assets Closing Date and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of accordance with the provisions of this Agreement and other than any signs or its exhibits proprietary items; plus any and all substitutions therefor and replacements and additions thereto which are judged invalid purchased by the Seller prior to the Closing Date and which are agreed to by the Buyer, together with the Seller's books and records with respect thereto;
(c) all of the Seller's right, title and interest in and to the Lease and all contracts, commitments and agreements which the Buyer is assuming pursuant to Sections 2.1 and 2.2, together with Seller's books and records with respect thereto, and all right, title and interest to all deposits, prepayments and payments, whether as an advance, deposit or otherwise, with respect thereto. To the extent such contracts, commitments or other agreements relate to the conduct of business by the Seller at the Branch and at locations other than the Branch, such contracts, commitments or agreements shall be assigned to the Buyer only to the extent the same are applicable to the Branch. If the Seller shall have received, on or prior to the Closing Date, any payments under any such contract, commitment or agreement (whether as an advance, deposit or otherwise) which relate to the conduct of business at the Branch after the Closing Date, then an amount equal to the aggregate of such payments shall be deemed to be a Liability assumed by the Buyer for the purpose of calculating the Assumption Price pursuant to Article III hereof;
(d) all of the Seller's right, title and interest in and to all cash on hand at the Branch and cash due from banks to the Branch with respect to Deposits assumed on the Closing Date and all of the Seller's rights in and to the Deposits as of the Closing Date, subject, in the case of the Deposits, to the individual depositors' continuing right of withdrawal;
(e) all assets of the Seller used at the Branch as of June 30, 1998 or acquired thereafter in the ordinary and regular course of business of the Branch and which have not been disposed of in the ordinary and regular course of business of the Branch and in accordance with PRC laws this Agreement on or regulationsprior to the Closing Date, except for the Parties Retained Assets;
(f) all of the Seller's right, title and interest in the Branch Premises, together with the Seller's books and records with respect thereto;
(g) all claims and causes of action the Seller has or might have against any third party arising out of, in connection with or with respect to the Assets or the Liabilities, including, but not limited to, claims under the Seller's insurance policies with respect to the Assets or the Liabilities;
(h) all of the business connected with the Assets and Liabilities being transferred hereunder and goodwill, if any, of the Branch; and
(i) all other assets of the Branch not listed in this Section 2.4, including all items in transit and routine suspense resources, but not including any asset set forth in Section 2.6 herein. The Seller shall enter into hold the Buyer harmless from any loss regarding any items in transit which are rejected if it creates an overdraft in an account which does not have adequate funds on deposit at the time of the Closing to cover said items. Notwithstanding the foregoing provisions of this Section 2.4, if the assignment or attempted assignment of any Asset would be invalid or would constitute a breach of any lease, contract, agreement or commitment to which the Seller is a party or by which it may be bound, that Asset shall be used, held and/or received by the Seller for the benefit of the Buyer in accordance with the Buyer's instructions and at the Buyer's expense, and the Seller shall, without further consideration, convey, transfer, assign and deliver to the Buyer all such Assets at the earliest time practicable. The Seller shall not be liable to the Buyer for any loss or liability incurred in connection with any such Asset or the Seller's handling of any such Asset, except to the extent that such loss or liability is due to the Seller's gross negligence or intentional misconduct. All such sales, conveyances, transfers, assignments and deliveries shall be effected by such assignments, deeds, bills of sale and other valid and effective agreement, resolution or document to achieve instruments as shall be reasonably requested by counsel for the same legal and economic effects as this AgreementBuyer.
Appears in 1 contract
Samples: Agreement to Assume Liabilities and Acquire Assets (Vib Corp)
Transfer of Assets. The Domestic Company shallSubject to the terms and conditions of this Agreement, within five Sellers do hereby agree to sell, transfer, convey and deliver to Buyers, and Buyers do hereby agree to purchase and accept from Sellers free and clear of any Encumbrances whatsoever, except for Permitted Encumbrances, on the Closing Date, all of their right, title and interest in and to the following properties, assets and rights (5) business days after WFOE sends the Exercise Notice (the “Assets Transfer Date”including contractual rights and Claims), and pursuant to excluding the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the Excluded Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:
(a) The Domestic Company shall execute an Assets Transfer real property owned by Sellers and described on Schedule 1 to Exhibit A to this Agreement (the “Assets Transfer AgreementOwned Real Property”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed and Sellers’ leasehold interest in the form real property described by physical address on Schedule 1 to Exhibit A to this Agreement (the “Leased Real Property,” and format given together with the Owned Real Property, the “Real Property”), together with all buildings, structures, fixtures, building systems and equipment, and all components thereof, utility installments, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, landscaping, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations, located on or included in the Exhibit 2 of this Agreement; and Real Property (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.“Improvements”);
(b) The Domestic Company shall execute a Power of Attorney (All furniture and other tangible personal property owned by Sellers located at the “ Domestic Company’s PoA ”) Real Property and used by Sellers exclusively in the form of Exhibit 3 on the same day operation of the execution of Business including, without limitation, those items listed on Schedule 2 to Exhibit A to this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.;
(c) All vehicles listed on Schedule 3 to Exhibit A to this Agreement;
(d) All merchandise inventory described on Schedule 4 to Exhibit A to this Agreement, plus or minus any changes in said merchandise inventory which may result from the ordinary course of business subsequent to the date of this Agreement and until the Effective Time, and all Services in Progress (as defined below);
(e) The Domestic Company shall deliver to WOFE right, title and interest of (i) xxxx Sellers, as landlord or sublandlord, in the leases, contracts, agreements and commitments related to the Owned Real Property and Improvements described on Schedule 1 to Exhibit A to this Agreement (the “Owned Real Property Leases”); and the right, title and interest of saleSellers, endorsementas tenant, assignlicensee, or subtenant, in the leases, licenses, contracts, agreements and other due commitments related to the Leased Real Property or portions of property adjacent to or used in connection with the Owned Real Property described on Schedule 5 to Exhibit A to this Agreement (the “Leased Real Property Leases,” and adequate documents of assign and transfer which contain complete assurance of titletogether with the Owned Real Property Leases, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; “Real Property Leases”) and (ii) all other data contracts, leases, agreements, and commitments entered into exclusively in relation to connection with the Assets and its operation.
Business (d) When delivering the documents provided in above paragraph (c“Assumed Contracts”), in the Domestic Company shall also take all measures case of such Assumed Contracts including but not limited to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation those listed on Schedule 5 to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.Exhibit A to this Agreement;
(f) After All preneed funeral and/or cemetery merchandise (including interment or entombment rights), burial insurance policies and/or service agreements for which the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver Business remains liable to WFOE or the Designated Person other documents of assign and transfer, and take other measures provide merchandise and/or services as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets Effective Time, as well as other closed funeral home preneeds that have been transferred to WFOE or and are currently serviced by the Designated PersonBusiness (the “Preneed Agreements”), and ensure the possession by WFOE or the Designated Person of such Assets.including accounts receivable associated therewith;
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) All interest of Sellers in all proceeds of insurance policies relating to or arising from Preneed Agreements, including those described on the same day of the execution of Schedule 7 to Exhibit A to this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.;
(h) The Shareholder shall execute All interest of Sellers in those funds received by Sellers pursuant to trust funded Preneed Agreements, which are required by state Law to be held in a Power bank, trust or other account (“Preneed Trust Funds”), including those described on Schedule 8 to Exhibit A to this Agreement and/or that portion of Attorney on funds received by Sellers for interment right sales that are required by state Law to be held in an endowment care fund for the same day benefit of the execution of this Agreement, to authorize WFOE Business (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.“Endowment Care Funds”);
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits All at need accounts and approvals; take all other necessary measures to ensure notes receivable generated in the effective transfer operation of the ownership Business including, without limitation, those listed on Schedule 9 to Exhibit A to this Agreement, plus or minus any changes in said receivables which result from the ordinary course of business subsequent to the date of this Agreement and until the Effective Time, but not including any receivables due from insurance companies or trust funds as a result of the Assets performance by the Business prior to WFOE the Effective Time, or Designated Person.other termination or cancellation of Preneed Agreements prior to the Effective Time;
(j) If all or part All utility and other deposits previously paid to and/or now held by third parties in connection with the operation of the provisions Business;
(k) The goodwill of this Agreement Sellers in the Business, together with all lists of present and former customers of the Business, all business books that are necessary, beneficial or its exhibits are judged invalid useful to Buyers with respect to the Business (other than such books set forth in accordance with PRC laws or regulationsSection 1.2), the Parties wired telephone numbers and listings for the Business, all transferable government licenses and permits of the Business, including all environmental permits (“Permits”), and all of Sellers’ right, title and interest in and Sellers’ right to use the Trade Names, and any other names so similar as to require consent of Sellers to their rightful use, in the trade areas in which those names are currently utilized, as well as the right to xxx and collect damages for any past, present, and future infringement, misappropriation, or other violation of the foregoing;
(l) All rights under warranties from suppliers, manufacturers and contractors relating to the Business; and
(m) All other assets of Sellers which are used exclusively in the ownership, operation or maintenance of the Business and which are necessary to the continued operation of the Business in a manner consistent with Sellers’ past practice. All property to be sold by Sellers to Buyers described above shall enter into other valid and effective agreement, resolution or document be hereinafter collectively referred to achieve as the same legal and economic effects as this Agreement“Assets.”
Appears in 1 contract
Transfer of Assets. The Domestic Company shall, within five (5) business days after WFOE sends the Exercise Notice (the “Assets Transfer Date”), and pursuant to the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company Borrower shall procure WFOE or Designated Person to be the only legal owner of the Assets, without any lien or encumbrances in any formnot, and shall assist not permit any of its Subsidiaries, in transferring any case, to transfer any assets to Subsidiaries or Affiliates, dissolved or in the title process of dissolution, as shown on SCHEDULE 5.3, to sell, lease, transfer, assign or otherwise dispose of any interest in any properties or assets (other than obsolete or replaced equipment or excess equipment no longer needed in the conduct of the Assets business in the ordinary course of business), or agree to WFOE or Designated Person through below proceduresdo any of the foregoing at any future time, except that:
(a) The Domestic Company shall execute an Assets Transfer Agreement Borrower or any of its Subsidiaries may lease (the “Assets Transfer Agreement”as lessee) on the same day real or personal property or surrender all or a portion of a lease of the execution same, in each case in the ordinary course of business (so long as such lease does not create a Capitalized Lease Obligation prohibited under this Agreement. The Assets Transfer Agreement shall (i) be executed in the form ), PROVIDED that a Landlord Waiver and format given in the Exhibit 2 Consent and such other consents as are required by Lender are signed and delivered to Lender with respect to any lease of this Agreementreal property; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.APS - TERM LOAN EXECUTION COPY
(b) The Domestic Company shall execute a Power Borrower or any of Attorney (the “ Domestic Company’s PoA ”) its Subsidiaries may license or sublicense Intellectual Property or customer lists from third parties in the form ordinary course of Exhibit 3 on business, PROVIDED, that such licenses or sublicenses shall not interfere with the same day business or other operations of Borrower or any such Subsidiary and that Borrower's and such Subsidiary's rights, title and interest in such Intellectual Property and customer lists and interests therein are pledged to Lender as further security for the Obligations and included as part of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.Collateral;
(c) The Domestic Company shall deliver any Subsidiary of Borrower may transfer assets or property to WOFE (i) xxxx Borrower or to any other Subsidiary of saleBorrower, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person provided such each such Subsidiary is a due, absolute and marketable title of assets, without any lien or EncumbrancesGuarantor; and (ii) all other data in relation to the Assets and its operation.and
(d) When delivering Borrower or any of its Subsidiaries may consummate such other sales or dispositions of property or assets to the documents provided extent to which Lender has given its prior written consent thereto, subject in above paragraph (c), the Domestic Company shall also take all measures each case to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvalssuch conditions as may be set forth in such consent.
(e) The Domestic Company shall pay all tax and expenses in relation to Borrower or any of its Subsidiaries may sell assets, valued at $125,000 or less, without Lender's consent, provided that the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits proceeds are judged invalid applied in accordance with PRC laws herewith and provided that such sale does not otherwise cause a default or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this AgreementEvent of Default hereunder.
Appears in 1 contract
Transfer of Assets. The Domestic Company At the Closing the Seller shall, within five and the Owner shall cause the Seller to, sell, convey, assign, transfer and deliver to the Buyer (5) business days after WFOE sends the Exercise Notice (the “Assets Transfer Date”or one or more of its assignees), and pursuant the Buyer shall purchase and acquire from the Seller, all of the Seller's right, title and interest in and to the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the Business Assets, without any lien or encumbrances in any form, free and shall assist in transferring the title clear of the Assets to WFOE or Designated Person through below procedures:
(a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) on the same day of the execution of this Agreementall Liens other than Permitted Encumbrances. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.
(b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution For purposes of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill "BUSINESS ASSETS" shall mean all assets used in the date and relevant information operation of the Business by the Seller on the aforementioned date of this Agreement (other than those assets disposed of by the Seller on or prior to the Closing Date but only to the extent permitted by Section 5.2 hereof) plus any assets acquired by the Seller following the date of this Agreement and on or prior to the Closing Date, but excluding the Excluded Assets. The Business Assets Transfer Agreementwhich are owned by the Seller, including the Assigned Contracts (pursuant to which Assigned Contracts the Seller has been provided its rights in certain of the Business Assets), are referred to hereinafter as the "ACQUIRED ASSETS." The Business Assets to which the Seller is transferring all of its right, title and to authorize WFOE to keep such document.interest include without limitation the following:
(c) The Domestic Company shall deliver to WOFE (i) xxxx of salethe real property, endorsementleaseholds, assignsubleases and interests therein, options or similar rights to purchase, lease, use or occupy real property and buildings, structures, facilities, fixtures and other improvements thereon and appurtenances thereto, that are listed by premises, building or street address, and other due and adequate documents of assign and transfer which contain complete assurance of titletax lot number on SCHEDULE 2.1(a)(i) hereto (collectively, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and "REAL ESTATE");
(ii) all oral and written contracts, agreements, leases, subleases, licenses, and other data arrangements used in relation to the Assets and its operation.Business, including, without limitation, the Material Contracts (the "ASSIGNED CONTRACTS");
(diii) When delivering all Proprietary Assets generated or used by or on behalf of the documents provided Seller in above paragraph connection with the Business, including, without limitation, those trademarks and trade names and registrations thereof and registration applications therefor set forth on SCHEDULE 2.1(a)(iii) hereto (c)the "TRADEMARKS") and those patents (including any extension, the Domestic Company shall also take all measures to ensure the actual possessionreissue, operation and control of WFOE reexamination or the Designated Person over like relating thereto) and patent applications (including any provisional, divisional, continuation or continuation in part) set forth on SCHEDULE 2.1(a)(iii) hereto (the "PATENT RIGHTS");
(iv) all actions, claims, causes of action, rights of recovery, choses in action or rights to set off, whether arising out of occurrences before or after the Closing Date, including Third-Party warranties and guarantees and other similar contractual rights as to third parties held by or in favor of any of the Vertex Parties with respect to any of the Business Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses except for those described in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall clauses (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (iiiii) be made in two (2) duplicates. If WFOE nominates a Designated Person as of the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.definition of "EXCLUDED ASSETS";
(hv) The Shareholder shall execute a Power of Attorney on the same day all of the execution Seller's accounts receivable and other receivables relating to the Business Assets or arising out of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in conduct of the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.Business;
(ivi) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures subject to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulationsSection 2.2(c), below, those equity securities set forth on SCHEDULE 2.1(a)(vi) (the Parties shall enter into "INVESTMENTS"); and
(vii) all other valid assets and effective agreement, resolution or document to achieve properties reflected on the same legal and economic effects as this AgreementClosing Balance Sheet.
Appears in 1 contract
Samples: Asset Purchase Agreement (Vertex Pharmaceuticals Inc / Ma)
Transfer of Assets. The Domestic Company shall(a) Borrower shall not sell, within five (5) business days after WFOE sends the Exercise Notice (the “Assets Transfer Date”)lease, and pursuant transfer, pledge, assign or otherwise dispose of any interest in any Collateral or any interest therein, or agree to the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner do any of the Assetsforegoing, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below proceduresexcept that:
(ai) The Domestic Company shall execute an Assets Transfer Agreement Borrower may lease (the “Assets Transfer Agreement”other than by a sale-leaseback transaction) on the same day as lessee real or personal property or surrender all or a portion of a lease of the execution same, in each case in the ordinary course of business (so long as such lease does not create or result in and is not otherwise a Capitalized Lease Obligation prohibited under this Agreement. The Assets Transfer Agreement shall (i) be executed ), provided that such consents and/or landlord waivers as are required by Agent in the form its Permitted Discretion are signed and format given in the Exhibit 2 delivered to Agent and Lenders with respect to any lease of this Agreement; and real property;
(ii) be made Borrower may sell obsolete or replaced equipment or excess equipment no longer needed in two the ordinary course of business;
(2iii) duplicates. If WFOE nominates a Designated Person Borrower may sell Inventory in the ordinary course of business; and
(iv) Borrower may sell material assets or properties so long as Borrower complies with the purchasermandatory prepayment provisions of Section 2.12 in connection therewith; provided, however, Borrower must obtain the Parties agree consent of Lenders prior to execute selling any assets pursuant to clauses (ii) and deliver (iv) above in excess of $1,000,000 in the aggregate during each fiscal year (provided that Borrower may sell up to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure $2,000,000 of assets without Lenders' consent in any one year during the transfer to such Designated Person.Term) or $5,000,000 in the aggregate during the Term;
(b) The Domestic Company Borrower shall execute a Power not transfer any Collateral in excess of Attorney (the “ Domestic Company’s PoA ”) $100,000 in the form aggregate, whether in one transaction or a series of Exhibit 3 on the same day of the execution of this Agreementtransactions, to authorize WFOE (including WFOE any of its locations not owned for which it has not obtained a Landlord Waiver and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such documentConsent or has not obtained Agent's prior written consent.
(c) The Domestic Company Borrower shall deliver to WOFE (i) xxxx not transfer any Collateral with a value in excess of sale, endorsement, assign, and other due and adequate documents $100,000 or business activities of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation Borrower to the Assets Foreign Subsidiary, unless Borrower has given Lender at least 30 Business Days' prior written notice thereof and unless Borrower and the Foreign Subsidiary have executed and delivered such documentation and taken such other actions as required by Lender in its operation.
(d) When delivering Permitted Discretion to provide Agent, for its benefit and for the documents provided in above paragraph (c)benefit of Lenders, the Domestic Company shall also take a perfected, first priority Lien on all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due assets and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person properties of such AssetsForeign Subsidiary.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 1 contract
Samples: Revolving Credit, Term Loan and Security Agreement (Acorn Products Inc)
Transfer of Assets. The Domestic Company shallGuarantor shall not sell, within five (5) business days after WFOE sends the Exercise Notice (the “Assets Transfer Date”)lease, and pursuant transfer, pledge, assign or otherwise dispose of any facility, property or assets or any interest therein or agree to the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner do any of the Assetsforegoing, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below proceduresexcept that:
(a) The Domestic Company shall execute an Assets Transfer Agreement Guarantor may lease (the “Assets Transfer Agreement”other than by a sale-leaseback transaction) on the same day as lessee real or personal property or surrender all or a portion of a lease of the execution same, in each case in the ordinary course of business (so long as such lease does not create or result in and is not otherwise a Capitalized Lease Obligation prohibited under this Agreement. The Assets Transfer Agreement shall (i) ); provided that, if books and records relating to any facility, property or assets or any interest therein which has been granted to Lender pursuant to the Loan Documents are to be executed kept at any new leased location, a Landlord Waiver is executed, reasonably satisfactory in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree substance to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.Agent;
(b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) Guarantor may sell obsolete, worn-out or replaced assets or excess assets no longer needed in the form ordinary course of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.business;
(c) The Domestic Company shall deliver to WOFE (i) xxxx Guarantor may sell Inventory in the ordinary course of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.business;
(d) When delivering the documents provided sale, transfer, lease or other disposition by Guarantor of assets aggregating not more than $5,000,000 during in above paragraph (c), the Domestic Company shall also take all measures to ensure term of the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.Loan;
(e) The Domestic Company shall pay all tax and expenses in relation Guarantor may sell or transfer any of its facilities, properties or assets to any Subsidiary of Guarantor, provided no such facilities, properties or assets constitute security for this Loan or the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.Mortgage Loan;
(f) After the Assets Transfer Datesale, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take lease or other measures as reasonably requested disposition by WFOE or Guarantor of not more than five (5) Facilities during the Designated Person, to facilitate the assign and transfer term of the Assets to WFOE Loan, provided that any such sale, transfer, lease or other disposition shall not result in a Default or Event of Default and shall be in accordance with the Designated Person, applicable provisions of the Mortgage Loan Agreement and ensure the possession by WFOE or the Designated Person of such Assets.this Agreement; and
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day sale, transfer, lease or other disposition by Guarantor of all or any portion of the execution pharmacy business or the locomotion business, provided that any such sale, transfer, lease or other disposition shall not result in a Default or an Event of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated PersonDefault.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Skilled Healthcare Group Inc)
Transfer of Assets. The Domestic Company shallFor good and valuable consideration, within five the receipt and sufficiency of which are hereby acknowledged, hereby sells, conveys, grants, assigns, transfers and delivers to Buyer and its successors and assigns, free and clear of all liabilities, obligations, Liens (5other than Permitted Liens) business days after WFOE sends and claims, all of its right, title and interest in and to the Exercise Notice following assets (the “Assets Transfer Date”), and pursuant to the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the "Purchased Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:"):
(a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in all motor vehicles, trailers and direct attachments thereto that are owned or leased by the form Company and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.
(b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 set forth on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer AgreementSchedule A, and to authorize WFOE to keep such document.all intangible property related thereto;
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all equipment, portable customer tanks, furniture, computer hardware, fixtures, improvements, supplies, machinery, tools, and other tangible personal property of the Company and set forth on Schedule B and all intangibles property related thereto;
(iii) the Inventory as set forth on Schedule C;
(iv) the Receivables as set forth on Schedule D;
(v) the Company's customer and supplier lists, Intellectual Property and other intangible personal property of the Company, including the names "Shank Services," "Moffitt Oil Company" and "Moffitt Oil"; and
(vi) all leases or subleases of tangible personal property as to which the Company is the lessor, sublessor, lessee or sublessee, together with any options to purchase the underlying personal property as set forth on Schedule E;
(vii) the Assumed Contracts as set forth on Schedule F;
(viii) the leases and subleases of real property as set forth on Schedule G as to which the Company is the lessee or sublessee, together with leasehold improvements thereon and any options to purchase the underlying property, and in each case all other rights, subleases, licenses and permits appurtenant to or related to such leases and subleases;
(ix) all books, records, data in relation and files relating to the Purchased Assets or used or held for use exclusively in, and its operation.necessary for the continued conduct of, the Company's Business;
(dx) When delivering the documents provided in above paragraph Prepaid Expenses as set forth on Schedule H;
(cxi) all security deposits deposited by or on behalf of the Company as lessee or sublessee under the Assumed Real Property Leases or the Personal Property Leases;
(xii) all warranty rights and associated claims of the Company with respect to all manufacturers' warranties covering the applicable Vehicles and Tangible Personal Property; and
(xiii) all rights, claims (including, without limitation, claims for past infringement of Intellectual Property and warranty claims) and causes of actions of the Company against other Persons (whether or not such claims and causes of action have been asserted by the Company), and, except for the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery rights of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(fCompany that are retained under Section 2.1(d)(ii) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, all rights of indemnity, warranty rights, rights of contribution, rights to approve refunds, rights of reimbursement and other rights of recovery possessed by the transfer Company, regardless of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to whether such Designated Personrights are currently exercisable.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Streicher Mobile Fueling Inc)
Transfer of Assets. The Domestic Company shallSeller desires to transfer and assign to the Purchaser the assets described below pursuant to Section 1.1 of the Asset Purchase Agreement, within five and the Purchaser desires to accept the sale, transfer, conveyance, assignment and delivery thereof. Accordingly, for and in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, subject to the terms and conditions of the Asset Purchase Agreement, the Seller hereby irrevocably sells, transfers, conveys, assigns and delivers to the Purchaser, free and clear of all Liens and subject to the Assumed Liabilities, all of the Seller’s right, title and interest in, to and under the following Assets of the Seller used or held for use in connection with its business, as the same shall exist on the date hereof: (5i) business days after WFOE sends the Exercise Notice Balance Sheet Assets, (ii) the Cash, (iii) the Real Property Leases, (iv) the Inventory, (v) the Accounts Receivable, (vi) the Tangible Personal Property, (vii) the Client List, (viii) the Contracts, (ix) the Prepaid Expenses, (x) the Intangible Personal Property, (xi) the Permits, (xii) the Security Deposits, (xiii) the Books and Records, (xiv) the Goodwill, (xv) the TriplePoint Equipment and Software and (xv) the Other Assets (collectively, the “Assets Transfer DateAssigned Assets”), to have and pursuant to hold the instructions in such Exercise Noticesame unto the Purchaser, transfer the Assets to WFOE or Designated Personits successors and assigns, forever. The Domestic Company shall procure WFOE or Designated Person to be Assigned Assets do not include the only legal owner of the Excluded Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:
(a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in Purchaser hereby accepts the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.
(b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assignconveyance, transmission assignment and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer all of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assigned Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Majesco Entertainment Co)
Transfer of Assets. The Domestic Company shallSubject to the terms and conditions of this Agreement, within five (5) business days after WFOE sends the Exercise Notice (the “Assets Transfer Date”)Seller does hereby agree to sell, transfer, convey and deliver to Buyer, and pursuant Buyer does hereby agree to purchase and accept from Seller, the instructions following property and rights located at, used in such Exercise Notice, transfer the Assets to WFOE connection with or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner arising out of the Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below proceduresBusiness:
(a) The Domestic Company shall execute an Assets Transfer real property described in Schedule 1 to Exhibit A to this Agreement together with any improvements thereon, and any appurtenances thereto belonging to Seller (the “Assets Transfer AgreementReal Property”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.);
(b) The Domestic Company shall execute a Power All furniture, fixtures, equipment, and other tangible personal property owned by Seller located at the Real Property and used by Seller exclusively in the operation of Attorney the Business including, without limitation, those items listed on Schedule 2 to Exhibit A to this Agreement;
(c) All vehicles listed on Schedule 3 to Exhibit A to this Agreement;
(d) All merchandise inventory described in Schedule 4 to Exhibit A to this Agreement plus or minus any changes in said merchandise inventory which may result from the ordinary course of the operation of the Business (“Inventory”), and all Services in Progress (as hereinafter defined);
(e) All right, title and interest of Seller in all real property leases, contracts, agreements and commitments listed on Schedule 5 to Exhibit A to this Agreement and any other contracts, leases, rental agreements, and commitments entered into exclusively in connection with the Business;
(f) All preneed and at-need funeral and/or cemetery merchandise (including interment or entombment rights) and/or service agreements for which the Business remains liable to provide merchandise and/or services as of the Effective Time (the “ Domestic Company’s PoA “Preneed Agreements”), including contracts and accounts receivable associated therewith;
(g) All interest of Seller in all proceeds of insurance policies relating to or arising from Preneed Agreements, including those described in Schedule 7 to Exhibit A to this Agreement;
(h) All interest of Seller in those funds received by Seller pursuant to trust funded Preneed Agreements (“Preneed Trust Funds”), including those described in Schedule 8 to Exhibit A to this Agreement (excluding Preneed Trust Funds related to Preneed Agreements that have been serviced by the Business prior to the Closing Date), and all interest of Seller in those funds received by Seller for interment right sales held in an endowment care fund for the benefit of the Business (“Endowment Care Funds”), including those described in Schedule 8 to Exhibit A to this Agreement;
(i) All accounts and notes receivable generated in the operation of the Business including, without limitation, those listed on Schedule 9 to Exhibit A to this Agreement, plus or minus any changes in said receivables which result from the ordinary course of the operation of the Business subsequent to the date hereof and until the Effective Time, but not including any receivables due from insurance companies or trust funds as a result of the performance by the Business, or other termination or cancellation of Preneed Agreements prior to the Effective Time;
(j) All utility and other deposits previously paid to and/or now held by third parties in connection with the operation of the Business (“Deposits”);
(k) All of the issued and outstanding stock or other equity interests of Xxxx & Nice and KNSC (collectively, the “Pre-35 Funeral Homes”) and the stock records, minutes and records of shareholders’ and Board of Director meetings and all other corporate books and records of the Pre-35 Funeral Homes.
(l) The goodwill of Seller in the form Business, together with all lists of Exhibit 3 on the same day present or former customers of the execution Business, all on-site physical business books, documents, records, files databases and reports relating to the Assets that are beneficial and useful to Buyer in continuing the Business (collectively, the “On-Site Documents”), the wired telephone numbers and listings for the Business, all transferable government licenses and Permits of the Business, and all of Seller’s right, title and interest in and Seller’s right to use the Trade Names in the trade areas in which those names are currently utilized and any other names so similar as to require consent of Seller to their rightful use. All property to be sold by Seller to Buyer described above shall be hereinafter collectively referred to as the “Assets”; provided that, notwithstanding the fact that Buyer is acquiring all of the issued and outstanding equity interests in the Pre-35 Funeral Homes, the assets of the Pre-35 Funeral Homes are included in the Schedules relating to the subsections of Section 1.1 and Section 3.6 and for all purposes of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill such assets shall be included in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such documentterm “Assets”.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 1 contract
Transfer of Assets. The Domestic Company shallOn the basis of the representations, within five warranties, covenants and agreements and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer (5or a wholly owned subsidiary of Buyer) business days after WFOE sends shall purchase and acquire from each Seller, free and clear of all Security Interests, all of such Seller’s right, title and interest in and to the Exercise Notice following assets (collectively, the “Assets Transfer DateAcquired Assets”), and pursuant ) used by the Sellers in or relating to the instructions Business, in such Exercise Notice, transfer each case to the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner extent owned by a Seller as of the Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below proceduresClosing:
(ai) The Domestic Company shall execute an Assets Transfer Agreement (except as otherwise described herein, all inventories, wherever located, of Business Products to be sold under the “Assets Transfer Agreement”) on Memorex,” “Nickelodeon” or “Vextra” brand, including all finished goods, consigned goods, work-in-progress, raw materials, spare parts, packaging, accessories and all other materials and supplies to be used, consumed, sold, resold or distributed by any Seller, and all warranties and guarantees, if any, express or implied, by the same day manufacturers or sellers of the execution any such item or component part thereof, rights of this Agreement. The Assets Transfer Agreement shall return, rebate rights, over-payment recovery rights and any other rights of any Seller relating to these items (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchasercollectively, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.“Inventory”);
(b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all machinery, equipment, tools, furniture, office equipment, computer hardware, supplies, materials, vehicles and other data items of tangible personal property (other than the Inventory) used in relation or relating to the Assets Business (other than the Excluded Assets), which are set forth on Schedule 1.1(a)(ii) hereto, and its operation.all warranties and guarantees, if any, express or implied, rights of return, rebate rights, over-payment recovery rights and any other rights of any Seller relating to these items, in each case existing for the benefit of any Seller in connection therewith to the extent transferable (collectively, the “Personal Property”);
(diii) When delivering all of the documents provided Sellers’ right, title and interest in above paragraph and to the contracts, agreements, understandings or arrangements to which any Seller is party or of which it is a third party beneficiary, in each case used in or related to the Business, each of which is listed on Schedule 1.1(a)(iii) hereto, including without limitation all rights to license agreements to which any Seller is a party to the extent transferable (ccollectively, the “Assigned Contracts”);
(iv) all Business Intellectual Property;
(v) to the extent assignable, all of the Sellers’ right, title and interest in and to all Permits relating to the Business;
(vi) all other assets relating to existing customer relationships and all written materials, data and records relating to the Business (in whatever form or medium), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form client, customer, prospect, supplier, dealer and format given in the Exhibit 1 of this Agreement; distributor lists and records, (ii) be made in two information regarding referral sources, (2iii) duplicates. If WFOE nominates a Designated Person as product catalogs and brochures, (iv) sales and marketing, advertising and promotional materials, (v) research and development materials, reports and records, (vi) production reports and records, (vii) equipment logs, (viii) service, warranty and claim records, (ix) records relating to the purchaserInventory, (x) maintenance records and other documents relating to the Parties agree to execute Personal Property, (xi) purchase orders and deliver to WFOE or Designated Person all necessary documents invoices, (xii) sales orders and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.sales order log books, (xiii) material safety data sheets, (xiv) price lists, (xv) quotations and bids, (xvi) operating guides and manuals, (xvii) correspondence, (xviii) books, records, journals and ledgers, (xix) product ideas and developments and (xx) plans and specifications, plats, surveys, drawings, blueprints and photographs;
(hvii) The Shareholder shall execute a Power all other intangible rights and property of Attorney on any Seller relating to the Business, including (A) going concern value, (B) the goodwill of the Sellers relating to the Business as conducted by each Seller, (C) directory, telecopy names, numbers, addresses and listings, and all rights that any Seller may have to institute or maintain any action to protect the same day and recover damages for any misappropriation or misuses thereof;
(viii) all insurance benefits, including rights under and proceeds from, insurance policies providing coverage for the Acquired Assets or the Sellers relating to the Business, where such rights, benefits and proceeds relate to events occurring prior to the Closing;
(ix) all rights with respect to deposits, prepaid expenses, claims for refunds and rights to offset related to the Business, excluding rights relating to the prior payment of Taxes and interest payable with respect to any of the execution of this Agreementforegoing;
(x) other than as set forth on Schedule 1.1(a)(x), to authorize WFOE all claims (including WFOE and the Designated Person) to fill claims for past infringement or misappropriation of Business Intellectual Property or rights related thereto included in the date Acquired Assets) and relevant information on causes of action of any Seller relating to the aforementioned Shareholder’s ResolutionBusiness against any other Person, whether or not such claims and causes of action have been asserted, and all rights of indemnity, warranty rights, rights of contribution, rights to authorize WFOE refunds, rights of reimbursement and other rights of recovery of the Sellers (regardless of whether such rights are currently exercisable) relating to keep such document.the Acquired Assets, other than Excluded Assets; and
(ixi) The Parties hereto shall execute all other necessary agreements or documentsleasehold interests in the HK Leased Property, obtain including all necessary government permits improvements and approvals; take fixtures thereon and all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Personrights and easements appurtenant thereto.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 1 contract
Transfer of Assets. The Domestic Company shallOn the terms and subject to the conditions set forth in this Agreement, within five (5) business days after WFOE sends on the Exercise Notice (date hereof, the “Assets Transfer Date”)Contributor contributes to the Contributing Partner and the Contributing Partner is contributing, conveying, assigning, transferring and delivering to the Partnership, or shall cause to be contributed, conveyed, assigned, transferred and delivered to the Partnership, and pursuant to the instructions in such Exercise NoticePartnership shall accept, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner acquire and assume all of the assets, rights, and properties used or held for use in the contemplated operation and conduct of the Contributed Business of every kind, nature, character and description, tangible and intangible, real, personal or mixed, wherever located other than the Excluded Assets; and which conveyance, subject to Section 2.2, shall include, without any lien or encumbrances in any formlimitation, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below proceduresfollowing:
(a) The Domestic Company shall execute an Assets Transfer Agreement All right, title and interest of the Contributor and any Affiliate thereof in the parcels of land described as fee property on Schedule 2.1(a), together with all buildings, structures, fixtures and other improvements situated thereon and all right, title and interest of the Contributor and any Affiliate thereof under easements, privileges, rights-of-way, riparian and other water rights, lands underlying any adjacent streets or roads, appurtenances and licenses to the extent pertaining to or accruing to the benefit of the land (the “Assets Transfer Agreement”"Fee Interests");
(b) on the same day All right, title and interest of the execution Contributor and any Affiliate thereof under the leases and subleases, all amendments thereto and all agreements related thereto described on Schedule 2.1(b) (the "Leases"), for the use and occupancy of the premises described therein (the "Leased Premises"), together with all buildings, structures, fixtures and other improvements situated thereon and, all rights and interests of the Contributor and any Affiliate thereof under all easements, privileges, rights-of-way, riparian and other water rights, appurtenances and licenses pertaining to the Leases or accruing to the benefit of the tenant under the Leases (the "Leaseholds");
(c) All right, title and interest of the Contributor and any Affiliate thereof, if any, in lands, or real property of others, used principally in the normal operation and conduct of the Contributed Business (the "Associated Rights"), including, without limitation, all contracts, easements, rights-of-way, permits, licenses and leases and other similar rights for related equipment, power and communications cables, and other related property and equipment used principally in the normal operation and conduct of the Contributed Business;
(d) All of the right, title and interest of the Contributor and any Affiliate thereof in and to the equipment, furniture, furnishings, fixtures, machinery, Capital Spares, vehicles, tools, computers and other tangible personal property used principally in the normal operation and conduct of the Contributed Business including without limitation the items listed on Schedule 2.1(d), (the equipment described in this Agreement. The Assets Transfer Agreement shall Section 2.1(d), to be referred to collectively as the "Equipment") and all warranties and guarantees, if any, express or implied, existing for the benefit of the Contributor or any Affiliate thereof in connection with the Equipment to the extent assignable;
(e) Subject, to the extent applicable, to Section 5.3, all (i) be executed in customer lists, customer credit information (to the form extent neither the Contributor nor any Affiliate thereof is bound to any confidentiality obligation with respect thereto), customer payment histories and format given in the Exhibit 2 of this Agreement; credit limits, vendor lists, catalogs, and (ii) be made Intellectual Property to the extent used or contemplated for use principally in two the normal operation and conduct of (2or to the extent under development for use principally in the normal operation and conduct of) duplicates. If WFOE nominates a Designated Person as or the purchasermarketing or promotion of, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.
Contributed Business (b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c)collectively, the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the "Unrecorded Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.");
(f) After All Contracts, whether or not entered into in the Assets Transfer Dateordinary course of business, upon that relate principally to the request normal operation and conduct of WFOE the Contributed Business, or in the Designated Person, case of any Contracts under which either the Domestic Company shall execute and deliver Contributor or any Affiliate thereof retains rights with respect to WFOE or the Designated Person its other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Personbusinesses, to facilitate the assign and transfer extent any such Contract relates to the operation of the Contributed Business (all the foregoing excluding Government Licenses, but, together with all agreements and instruments setting forth the Contributor's and any of its Affiliates' rights with respect to rights-of-way, privileges, riparian and other rights, appurtenances, licenses or franchises and in respect of intellectual property rights, in each case that constitute Assets described in clauses (a) through (e), of this Section 2.1 to WFOE or be referred to collectively as the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets."Contributed Contracts");
(g) The Shareholder shall execute a shareholder’s resolution (Any Trademarks to the “ Shareholder’s Resolution ”) on extent used or contemplated to be used principally in the same day normal operation and conduct of the execution of this Agreement, to approve the transfer Contributed Business (all of the Assets items referred to WFOE. The Shareholder’s Resolution shall (i) be executed in this Section 2.1(g), together with the form and format given items referred to in the Exhibit 1 of this Agreement; and clause (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as of Section 2.1(e), collectively the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person."Contributed Intellectual Property");
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, All Government Licenses that are transferable and as to authorize WFOE (including WFOE and the Designated Person) which Consents to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.transfer are obtained where required;
(i) The Parties hereto shall execute all other necessary agreements or documentsInventory, obtain all necessary government permits Stores Inventory and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.Prepaid Expenses;
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document Subject to achieve the same legal and economic effects as this Agreement.Section 5.6,
Appears in 1 contract
Samples: Asset Contribution Agreement (Millennium Chemicals Inc)
Transfer of Assets. The Domestic Company shall, within five (5) business days after WFOE sends the Exercise Notice (the “Assets Transfer Date”), and pursuant to the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:
(a) The Domestic Company shall execute an Assets Transfer Agreement (On the “Assets Transfer Agreement”) on terms and subject to the same day of the execution of conditions set forth in this Agreement. The Assets Transfer Agreement , at the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase all of Seller's rights, title and interest in and to, the following assets, properties and rights, wherever located (collectively, the "Conveyed Assets"):
(i) be executed in the form and format given in the Exhibit 2 of this Agreement; and Inventory;
(ii) be made the Equipment;
(iii) all rights and interest as of the Closing in two and to the Assumed Contracts;
(2iv) duplicates. If WFOE nominates a Designated Person as the purchaserConveyed Intellectual Property;
(v) all Permits, but only to the Parties agree extent Seller is permitted to execute transfer such Permits; and
(vi) all books, records, files and deliver papers ("Business Records") to WFOE all necessary documents and perform other actions reasonably requested by WFOE the extent they contain information relating solely to ensure the transfer foregoing Conveyed Assets and, with respect to Business Records that primarily pertain to such Designated PersonConveyed Assets, copies of all such Business Records. In the event Seller is required by Law to keep originals of any Business Records relating solely to the Conveyed Assets, Seller will provide copies of such materials to Purchaser. To the extent any Business Records are in a computer format, Seller will either provide hard copies or file transfers of such materials to Purchaser.
(b) The Domestic Company Seller and their respective Affiliates shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreementretain, and to authorize WFOE to keep such document.
(c) The Domestic Company Purchaser shall deliver to WOFE not purchase from Seller and their respective Affiliates, any and all rights, properties and assets that are not included among the Conveyed Assets, including, without limitation: (i) xxxx any cash, cash equivalents, bank deposits or similar cash items of sale, endorsement, assign, and other due and adequate documents Seller or their respective Affiliates as of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or EncumbrancesClosing Date; and (ii) all other data in relation accounts receivable generated by sales of Seller or their respective Affiliates; (iii) rights (including rights of recovery) under the Assumed Contracts relating to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control performance or non performance of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation such Assumed Contracts prior to the transfer, assign, transmission Closing; (iv) all rights of Seller under this Agreement and delivery the Related Instruments; (v) any interests in any real estate; (vi) all machinery and equipment not otherwise set forth on Section 1.1 of the Assets, including due Seller Disclosure Letter and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute all machinery and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer equipment set forth on Section 1.1 of the Assets to WFOE or the Designated Person, and ensure the possession Seller Disclosure Letter but not selected by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day Purchaser as part of the execution of this Equipment; (vii) all rights and interest in and to the Sales Incentive Agreement, dated September 26, 1997, between Lucent Technologies Inc. (now Avaya Inc.) and Cable Systems International Inc. (now BCC); (viii) any rights to approve refunds, rebates or abatements of any Taxes with respect to the transfer Conveyed Assets that relate to any period ending on or prior to the Closing Date; (ix) any insurance policies of Seller or their respective Affiliates or rights thereunder or proceeds thereof; (x) the Retained Intellectual Property; (xi) assets under any employee benefit or welfare plan or arrangement of Seller or any of their respective Affiliates; (xii) all authorizations, licenses, permits, registrations, certificates, approvals and clearances of Governmental Entities not set forth in Section 3.4(a) of the Assets to WFOE. The Shareholder’s Resolution shall Seller Disclosure Letter; (ixiii) be executed product approvals or certifications not included in the form and format given Conveyed Assets that are not in the Exhibit 1 name of this AgreementSeller, are specific to Seller's facilities in Phoenix, Arizona or Fort Mill, South Carolina, or are not otherwise transferable; (xiv) any right, claim or cause of action of Seller or their respective Affiliates against third parties relating to the assets, properties, business or operations of the Business arising out of or relating to transactions occurring prior to the Closing; and (iixv) be made any Inventory in two excess of $50,000,000 as determined under Section 2.4 (2the rights, properties and assets expressly excluded from "Conveyed Assets" by this Section 2.1(b) duplicates. If WFOE nominates a Designated Person are referred to collectively as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person"Excluded Assets").
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 1 contract
Transfer of Assets. The Domestic a) Upon the coming into effect of this Scheme and with effect from the Appointed Date, all the estate, assets, rights, claims, title, interest and authorities comprised in the Undertaking 4 of the Transferor Company 4 shall, within five (5under Sections 230 to 232 and other applicable provisions of the Act, without any further act, instrument or deed, be and stand transferred to and vested in and be deemed to have been transferred to and vested in the Transferee Company as a going concern so as to become from the Appointed Date, the estate, assets, rights, claims, title, interest and authorities of the Transferee Company.
b) business days after WFOE sends The assets of the Exercise Notice (Transferor Company 4 as are movable in nature or are otherwise capable of transfer by delivery of possession, payment or by endorsement and delivery shall be so transferred by the “Assets Transfer Date”)Transferor Company 4 and shall become the property of the Transferee Company with effect from the Appointed Date pursuant to Sections 230 to 232·and other applicable provisions of the Act without requiring any act, instrument or deed for transfer of the same. The vesting pursuant to this sub-clause shall be deemed to have occurred by physical or constructive delivery or by endorsement and delivery or by vesting and recordal, pursuant to this Scheme, as appropriate to the property being vested, and title to the property shall be deemed to have been transferred accordingly.
c) The assets of the Transferor Company 4 including sundry debtors, receivables, bills, credits, loans and advances, if any, whether recoverable in cash or in kind or for value to be received, bank balances, investments, xxxxxxx money and deposits with any Governmental Authority or with any company or other person, other than those referred to above shall, without any further act, instrument or deed, be transferred to and vested in the Transferee Company upon the coming into effect of the Scheme and with effect from the Appointed Date pursuant to Sections 230 to 232 and other applicable provisions of the Act.
d) All assets, rights, title, interest, investments and properties of the Transferor Company 4 and any assets, right, title, interest, investments and properties acquired by the Transferor Company 4 after the Appointed Date but prior to the Effective Date shall also, without any further act, instrument or deed stand transferred to and vested in the Transferee Company upon the coming into effect of this Scheme and with effect from the Appointed Date, pursuant to Sections 230 to 232 and other applicable provisions of the Act and all other provisions of Applicable Law, if any.
e) All immovable properties of the Transferor Company 4, including land together with buildings and structures standing thereon and rights and interests in immovable properties of the Transferor Company 4, whether freehold or leasehold or otherwise and all documents of title, rights, and easements in relation thereto, shall be vested in the Transferee Company, without any further act, instrument, or deed. The Transferee Company shall be entitled to exercise all rights and privileges attached to such immovable properties and shall be liable fulfil all obligations in relation to or applicable to such immovable properties. The relevant authorities shall grant all clearances /permissions, if any, required for enabling the Transferee Company to absolutely own and enjoy such transferred immovable properties in accordance with Applicable Law. The mutation or substitution of the title to the immovable properties shall, upon this Scheme becoming effective, be made and duly recorded in the name of the Transferee Company by Governmental Authorities pursuant to the instructions in such Exercise Noticesanction of this Scheme and upon the Scheme becoming effective.
f) All the consents, transfer licenses, permits, entitlements, quotas, approvals, permissions, registrations, incentives, tax deferrals, exemptions and benefits (including goods and service tax, sales tax and service tax), subsidies, refunds, concessions, grants, rights, claims, leases, tenancy rights, liberties, special status and other benefits or privileges enjoyed or conferred upon or held or availed of by the Assets Transferor Company 4 and all rights and benefits that have accrued or which may accrue to WFOE or Designated Person. The Domestic the Transferor Company shall procure WFOE or Designated Person 4, with effect from the Appointed Date including income tax and other tax benefits and exemptions shall, under the provisions of Section 230 to be the only legal owner Section 232 and other applicable provisions of the AssetsAct shall, without any lien act, instrument or encumbrances deed stand transferred to and vest in any formand be available to the Transferee Company so as to become the consents, licenses, permits, entitlements, quotas, approvals, permissions, registrations,. incentives, tax deferrals, exemptions and benefits (including goods and service tax, sales tax and service tax), subsidies, refunds, concessions, grants, rights, claims, leases, tenancy rights, liberties, special status and other benefits or privileges of the Transferee Company and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:
(a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) remain valid, effective and enforceable on the same day terms and conditions.
g) All cheques and other negotiable instruments, and payment orders received in the name of the execution Transferor Company 4 after the Effective Date shall be accepted by the bankers of the Transferee Company and credited to the account of the Transferee Company. Similarly, the banker of the Transferee Company shall honour cheques issued by the Transferor Company 4 for payment after the Effective Date. On the Scheme becoming effective, the balance lying in the bank accounts of the Transferor Company 4 shall be transferred to the bank accounts of the Transferee Company.
h) Upon the coming into effect of this Agreement. The Assets Transfer Agreement shall (i) be executed in Scheme and with effect from the form Appointed Date, pursuant to Section 230 to Section 232 and format given in other applicable provisions of the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaserAct, the Parties agree Transferee Company will be entitled to execute all the trade and deliver to WFOE all necessary documents service names and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.
(b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day marks, brands, patents, copyrights, licenses, marketing authorisations, approvals and marketing tangibles of the execution Transferor Company 4 including registered and unregistered trademarks along with all rights of this Agreementcommercial nature including those attached to goodwill, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a dueinterest, absolute labels and marketable title of assetsbrands registrations, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.copyrights,
Appears in 1 contract
Samples: Scheme of Amalgamation
Transfer of Assets. The Domestic Company shall(a) Subject to the terms and conditions herein set forth, within five the Sellers shall sell, convey, transfer, assign and deliver to the Buyer, free and clear of any Lien, and the Buyer shall purchase and accept from the Sellers, on the Closing Date, all right, title and interest of the Sellers and its affiliates in and to all of the Companies' assets, properties, rights and business, tangible and intangible, of every type and description, wherever located, used or employed in connection with the Business as they exist or shall exist on the Closing Date (5) all of such assets, properties, rights and business days after WFOE sends being hereinafter collectively referred to as the Exercise Notice (the “Assets Transfer Date”"Purchased Property"), and pursuant to the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the Assets, including without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedureslimitation:
(ai) The Domestic Company shall execute an Assets Transfer Agreement the Accounts Receivable, Assigned Contracts, Equipment and Machinery, Files and Records, Intangible Assets, Intellectual Property, Inventory, Licenses and Permits (to the “Assets Transfer Agreement”) extent transferable by the Companies), Premises and any prepaid expenses and other assets relating to the operations of the Business on the same day Closing Date (including, without limitation, all such items as are set forth on the October Balance Sheet with additions thereto (net of dispositions) in the ordinary course of business) and including all the tangible and intangible assets of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed Seller and its affiliates used in the form Business and format given in the Exhibit 2 of this Agreement; and related thereto;
(ii) be made all right, title and interest in two and to the publications produced by the Companies, all of which are listed in Schedule 2.1 hereto, whether complete, published, unpublished, in process or under contract (2the "Publications") duplicates. If WFOE nominates a Designated Person as including, without limitation, all updates, supplements and revisions thereto, and other accompanying materials relating to the purchaserPublications, and the literary content of all of the above;
(iii) all camera-ready copy used for making negative films, film, plates, plate-making film, paste-ups, tapes, illustrations and other artwork, and other reproduction materials for the Publications (collectively, the Parties agree "Reproduction Materials"), permissions (to execute the extent transferable) and deliver vendor information, including, without limitation, specifications for all published titles, and all manuscripts, proofs, reviews, designs, artwork, covers, photographs and production-related material for all unpublished titles;
(iv) all mailing lists for the Business and lists of present, former and prospective customers to, and recipients of, any of the Publications (both in hard copy and all available machine readable formats), including names, addresses, expiration dates and other information customarily maintained by the Companies, and all other lists, files and marketing and promotional materials relating to WFOE the Business;
(v) all necessary documents existing files specifically relating to the Business including, without limitation, files relating to authors, author prospects, editorial matters, reviewers, and perform unsigned projects;
(vi) all right, title and interest in, and claims under, series titles and titles of Publications;
(vii) all audio and video tapes, manuscripts, editorial material (including, without limitation, revisions, plans, reviews, reviews of competitive works, production records and author correspondence), back issues and superseded editions of every sort and in any medium used in or prepared for the Business; and
(viii) all databases, software, software programs, object codes, source codes, systems documentation and user manuals used in connection with the Business, and all proprietary information, trade secrets, research records, test information, market surveys, marketing know-how, inventions, processes and procedures owned or licensed to the Companies and used in connection with the Business; and
(ix) all other actions reasonably requested by WFOE assets, properties, and rights of every kind used primarily in the Business, on the Closing Date, known or unknown, fixed or unfixed, accrued, absolute, contingent or otherwise, whether or not specifically referred to ensure the transfer to such Designated Personin this Agreement.
(b) The Domestic Company Notwithstanding anything herein to the contrary, the Purchased Property shall execute a Power of Attorney not include the following assets (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the "Retained Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document."):
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits any cash and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid cash equivalent items determined in accordance with PRC laws GAAP, including without limitation, checking accounts, bank accounts, certificate of deposit, time deposits and securities of the Companies on or regulationsprior to the Closing Date;
(ii) a certain promissory note set forth in Schedule 2.1(b);
(iii) the equipment and office furniture set forth in Schedule 2.1(b); and
(iv) any minute books, Tax Returns or other corporate documents of the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this AgreementCompanies.
Appears in 1 contract
Samples: Asset Purchase Agreement (Information Holdings Inc)
Transfer of Assets. The Domestic Each of Parent and Seller shall transfer and assign (and shall cause each Parent Affiliate and Seller Affiliate) to the Company shallas soon as practicable all tangible, within five intangible, real and personal property assets that Parent, Seller, or any Parent Affiliate or Seller Affiliate owns, licenses or has a leasehold interest in and that are exclusively or primarily used in and/or necessary to the conduct of the business of the Company as it currently is conducted, including, without limitation, the design, development, manufacture, use, import and sale of products, technology and performances of services (5) business days after WFOE sends collectively, the Exercise Notice (the “Assets Transfer Date”"Transferred Assets"), and pursuant to including without limiting the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner generality of the Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:
(a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall ------------------ foregoing (i) be executed any Technology or Intellectual Property Rights owned by or licensed to Parent, Seller, any Parent Affiliate or any Seller Affiliate that are exclusively or primarily used in and/or necessary to the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.
(b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day conduct of the execution business of this Agreementthe Company as it currently is conducted, (any such Technology or Intellectual Property Rights are referred to authorize WFOE (including WFOE and the Designated Personas "Transferred Intellectual ------------------------ Property") to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data leasehold interests of Seller set forth in relation Section 2.12 -------- of the Company Disclosure Schedule (such leasehold interests are referred to as the "Transferred Leases"); provided, however, Seller shall not be required to ------------------ transfer to the Assets Company its leasehold interest in that portion of leased real property premises currently occupied exclusively by Seller and its operation.
(d) When delivering used for purposes unrelated to the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company Company. Seller shall pay all tax costs, expenses and expenses in relation fees associated with effecting the transfer and assignment of the Transferred Assets to the transferCompany. Parent, assignSeller and Buyer shall use their commercially reasonable efforts to obtain the consents, transmission waivers or approvals of any third parties necessary to effect the transfer and delivery assignment of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Transferred Assets to WFOE or the Designated Person, and ensure Company. In the possession by WFOE or event that the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, lessor for any Transferred Lease is unwilling to approve grant any consent necessary to permit the transfer of the Assets leasehold interest in any Transferred Lease to WFOE. The Shareholder’s Resolution the Company, Parent and/or Seller, as applicable, shall (i) be executed sublease their interest in any such Transferred Lease to the form and format given in Company to the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as extent permitted under the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day terms of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such documentlease.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 1 contract
Transfer of Assets. The Domestic Company On the terms and subject to the conditions set forth in this Agreement, at the Closing Seller shall, within five and shall cause each of the Seller Entities to, sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from Seller and the Seller Entities, all of Seller’s and such Seller Entities’ right, title and interest, as of the Closing, in and to all of the assets of Seller and the Seller Entities related primarily (5except as noted below) business days after WFOE sends to, or used primarily (except as noted below) in conjunction with, the Exercise Notice Business (collectively, except for the excluded assets set forth in Section 1.02 hereof, the “Assets Transfer DateAssets”), and pursuant to the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below proceduresincluding:
(a) The Domestic Company shall execute an Assets Transfer Agreement (real property owned by Seller and used by Seller in the “Assets Transfer Agreement”) on the same day operation of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed Business described in Exhibit B hereto and the form improvements on such real property, and format given in all easements appurtenant to and benefiting such real property(the “Included Xxxxxxxxxxx Real Property”); provided that to the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as extent that the purchaserSubdivision has not occurred prior to the Closing, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure Included Xxxxxxxxxxx Real Property shall be conveyed promptly upon completion of the transfer to such Designated Person.Subdivision in accordance with Section 8.04 hereof;
(b) The Domestic Company shall execute a Power of Attorney (the “ Domestic CompanySeller’s PoA ”) or Seller’s Entities’ interest as lessee or lessor in the form of Exhibit 3 on real property leases to which Seller or any Seller Entity is a party that are used in the same day operation of the execution of this Agreement, to authorize WFOE (including WFOE Business and the Designated Person) to fill identified in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.Exhibit B hereto;
(c) The Domestic Company shall deliver to WOFE (i) xxxx of saleequipment, endorsementmachinery, assignvehicles, furniture, fixtures, furnishings, lap-top and desktop computers, leasehold improvements and other due personal property owned by Seller or any Seller Entity and adequate documents used by Seller or any Seller Entity primarily in the operation of assign the Business; provided, however, that furniture, furnishings and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and leasehold improvements (ii) all other data in relation including but not limited to the Assets modular furniture and its operation.cubical walls) related to the Business and located in Oakdale, Minnesota, or used by Seller or any Seller Entity in providing the Seller Transition Services shall not be included in the Assets;
(d) When delivering Seller’s or any Seller Entity’s interest in all personal property leases to which Seller or any Seller Entity is a party that are used primarily in the documents provided in above paragraph (c), operation of the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.Business;
(e) The Domestic Company shall pay all tax All of Seller’s or any Seller Entity’s inventories of supplies, raw materials, parts, finished goods, work-in-process, product labels and expenses packaging materials used in relation to the transfer, assign, transmission and delivery operation of the AssetsBusiness (excluding, including due for the avoidance of doubt, parts held by Seller’s digital solutions and payable sales taxservices business segment) and Seller’s and any Seller Entity’s interest in all orders or contracts for the purchase of supplies, transfer taxraw materials, filing feeparts, usage tax, registration fee, etc.product labels and packaging materials used in the operation of the Business;
(f) After Seller’s and any Seller Entity’s interest in all contracts or agreements primarily related to the Assets Transfer Date, upon the request of WFOE Business to which Seller or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.any Seller Entity is a party;
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this AgreementAll unfilled or uncompleted customer contracts, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed commitments or purchase or sales orders received and accepted by Seller or any Seller Entity in the form and format given course of operating the Business in the Exhibit 1 ordinary course of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.business;
(h) The Shareholder shall execute a Power intellectual property rights expressly assigned to Buyer (collectively, the “Assigned Intellectual Property Rights”) pursuant to the terms of Attorney the Intellectual Property Agreement in the form attached hereto as Exhibit C, to be entered into between Seller and Buyer on the same day of Closing Date (the execution of this “Intellectual Property Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.”);
(i) The Parties hereto shall execute all All of Seller’s and any Seller Entity’s books, records and other necessary agreements or documents, obtain all necessary government permits documents and approvals; take all other necessary measures information exclusively relating to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.the Business;
(j) If all All accounts receivable (excluding intracompany accounts of, and intercompany accounts between, Seller, the Seller Entities and any affiliates thereof) owing to Seller or part any Seller Entity that were generated through the operation of the Business, including portions of such receivables relating to value-added taxes, sales taxes and other consumption-type taxes;
(k) All permits, licenses and other governmental approvals held by Seller or any Seller Entity with respect and related exclusively to the Business, to the extent they are assignable; provided, however, that with respect to permits, licenses and governmental approvals required under Environmental Laws, regardless of whether related exclusively to the Business, only the Shared/Transferred Environmental Permits shall, subject to the terms of Section 8.05 hereof, be included as Assets to be transferred to Buyer;
(l) All prepaid expenses and deposits made by Seller or any Seller Entity in the ordinary course of operating the Business;
(m) Any rights to recovery by Seller or any Seller Entity arising out of any litigation or claim with respect to the Business that is assumed by Buyer under Section 1.03(i) hereof or that commences after the Closing, except for the Retained Litigation and claims in respect of Taxes relating to the Business prior to the Closing;
(n) Assets transferred in accordance with Section 7.03 hereof by Seller in respect of Foreign Transferred Employees for Foreign Service Liabilities; and
(o) Insurance proceeds or condemnation awards with respect to any Assets that are destroyed or damaged or taken in condemnation between the date hereof and the Closing. At the Closing, Seller shall pay or credit to Buyer any such insurance proceeds or condemnation awards received by Seller or a Seller Entity on or prior to the Closing and shall assign to or assert for the benefit of Buyer all of its rights against any insurance companies, governmental or regulatory authorities and others with respect to such damage, destruction or condemnation. The provisions of this Section 1.02(o) shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement or if the condition to its exhibits are judged invalid obligations hereunder contained in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this AgreementSection 9.01(a) has not been fulfilled.
Appears in 1 contract
Transfer of Assets. The Domestic Company On the terms and conditions set forth in this Agreement, Seller shall, within five at the applicable Closing (5) business days after WFOE sends as defined in Section 3.01 hereof), sell, transfer and assign to Buyer, free and clear of all liens and encumbrances, and Buyer shall purchase and acquire from Seller, all of Seller’s right, title and interest in and to the Exercise Notice following assets except to the extent such assets constitute Excluded Assets (collectively, the “Assets Transfer DateAssets”):
(a) all of Seller’s intellectual property and intellectual property rights relating to or used in connection with the Product Line, including that which is listed and designated in Schedule 1.01(a), including:
(i) all issued patents and filed patent applications used in connection with or relating to the Product Line, and all rights Seller may have to institute or maintain any action or investigation for and to recover damages for any infringement thereof or any actions of unfair competition relating thereto;
(ii) all trademarks, service marks, trade names, trade dress and other designators of origin, registered or unregistered, and registrations and applications for registration thereof, used in connection with the Product Line (excluding the name “Radius”), and pursuant all rights Seller may have to institute or maintain any action or investigation for and to recover damages for any infringement thereof or any actions of unfair competition relating thereto;
(iii) all goodwill associated with and symbolized by the names identified in subsection (ii) above, all related intangibles relating to the instructions in such Exercise Notice, transfer the Assets Intellectual Property and all rights to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person continue to be the only legal owner of use the Assets, without and all rights Seller may have to institute or maintain any lien action to protect the same and recover damages for misappropriation or encumbrances in any formmisuse thereof;
(iv) all tangibles and intangibles relating to the Product Line and all rights to continue to use the Assets, and shall assist all rights Seller may have to institute or maintain any action to protect the same and recover damages for misappropriation or misuse thereof;
(v) all internet domain names, uniform resource locators, and registrations and applications for registration thereof, relating to the Product Line, but only to the extent listed on Schedule 1.01(a), and all rights Seller may have to institute or maintain any action to protect the same and recover damages for misappropriation or misuse thereof;
(vi) all trade secrets, know-how, and confidential information used in transferring connection with the title manufacturing, sale, distribution, advertising and marketing of the Assets Product Line (including, if any, computer programs and software (in source code and object code formats) and related data and documentation, copyrightable subject matter, or protectable designs, registered or unregistered, and registrations and applications for registration thereof), and all rights Seller may have to WFOE institute or Designated Person through below procedures:maintain any action to protect the same and recover damages for infringement, misappropriation or misuse thereof;
(avii) The Domestic Company shall execute an all other intellectual and industrial property rights of every kind and nature and however designated, whether arising by operation of law, contract, license, or otherwise, relating to the Product Line, and all rights Seller may have to institute or maintain any action to protect the same and recover damages for infringement, misappropriation or misuse thereof;
(viii) all documents or other tangible materials embodying or relating to: (x) the intellectual property described in (i) through (vii) (including trade secrets, know-how, data, access rights, data links, concepts, specifications, user manuals, training materials, documentation, working notes, technical writings, reports, correspondence, photographs, pictorial reproductions, drawings and other graphic representations, labeling and packaging specifications and work-in-progress) and all copyright therein; and (y) the other Assets Transfer Agreement (including presentations, correspondence, regulatory and clinical trial information, data, and records, including patient case files, case report forms and case summaries with respect to patients who have utilized the products of the Product Line and other business records) and all copyright therein;
(ix) supplier lists; and
(x) a distributor and customer list, which such list includes a list of all direct customers of Seller with respect to the Product Line, the current sales prices for all products sold to such customers and the key contacts at each customer (the “Assets Transfer AgreementCustomer List”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall );
((i) through (x) collectively, the “Intellectual Property”). Notwithstanding the foregoing, the parties acknowledge and agree that on and after the Initial Closing Date, Seller shall have a right to use the know-how transferred for all other purposes in its business outside the field of retrieval devices and solely for that purpose to make and possess copies of documents to be executed transferred that embody such know-how; notwithstanding the foregoing, Seller shall not have the right to utilize such know-how in designing, developing, manufacturing, marketing or otherwise commercializing, directly or indirectly, or assisting any other individual, corporation, partnership, association, limited liability company, trust, unincorporated organization, Governmental Entity, or other entity or group (each, a “Person”) in designing, developing, manufacturing, marketing or otherwise commercializing in any manner, directly or indirectly, in the form and format given in field of retrieval devices; shall not have the Exhibit 2 right to transfer this right relating to know-how except to a purchaser of this Agreement(1) a product line developed by Seller, as part of a sale of that product line; and (ii2) be made all or substantially all of Seller’s business, in two each of case (1) or (2) duplicates. If WFOE nominates a Designated Person as the purchaser), the Parties agree where such purchaser agrees in writing to execute this provision and deliver is identified to WFOE all necessary documents Buyer by written notice; and perform other actions reasonably requested shall not by WFOE this right be relieved of any of its obligations under Section 6.08 with respect to ensure the transfer to such Designated Persontrade secrets.
(b) The Domestic Company shall execute all of Seller’s rights to data and records relating to the Product Line, including data and records relating to clinical trials, patient case files, case report forms, case summaries and government submissions and correspondence, including that which is summarily described and listed in Schedule 1.01(b), but excluding Seller’s corporate records relating to the organization, existence and good standing of each Seller as a Power corporation or limited liability company, including Seller’s certificate of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this Agreementincorporation or formation, bylaws or operating agreement and any other similar governing document, qualifications to authorize WFOE (including WFOE conduct business as a foreign entity, taxpayer and the Designated Person) to fill in the date other identification numbers, minute and relevant information on the aforementioned Assets Transfer Agreementstock record books, tax records, financial statements and to authorize WFOE to keep such document.corporate seals;
(c) The Domestic Company shall deliver the equipment and machinery used in connection with the manufacture of the Product Line (the “Equipment”), all of which is listed in Schedule 1.01(c);
(d) the raw materials, work in process, supplies, parts, product labels and packaging materials inventory relating to WOFE the Product Line, wherever located, together with any express or implied warranty by the manufacturers or sellers of any item or component part thereof, rights of return, rebate rights, over-payment recovery rights and Seller’s rights related to any of the foregoing (the “Raw Materials Inventory”), all of which are listed in Schedule 1.01(d);
(e) all finished goods inventory in existence on the date hereof relating to the Product Line, together with any express or implied warranty by the manufacturers or sellers of any item or component part thereof, rights of return, rebate rights, over-payment recovery rights and Seller’s rights related to any of the foregoing, all of which are listed in Schedule 1.01(e) (the “Finished Goods Inventory” and referred to collectively with the Raw Materials Inventory, the “Inventory”);
(f) the Master License Agreement between SurModics, Inc. and Radius Technologies, dated as of October 23, 2001 (the “Assigned Contract”), and all rights of the Seller related to such Assigned Contract;
(g) all permits, licenses, certificates and governmental authorizations and approvals from any federal, state or local entity or authority exercising executive, legislative, judicial, regulatory, administrative or taxing functions of or pertaining to government (each, a “Governmental Entity”) relating to or necessary for the manufacture of the Product Line, including all reports, documents, claims, permits and notices required to be filed with, maintained for or furnished to the FDA by Seller with respect to the Product Line or any Person that manufactures, develops, packages, processes, labels, tests or distributes Medical Devices in the Product Line pursuant to a development, distribution, commercialization, manufacturing, supply, testing or other arrangements with Seller regarding the Product Line (each, a “Product Line Partner”) (collectively, the “Permits”) held by Seller, and all pending applications for or renewals of the foregoing, all of which are listed in Schedule 1.01(g), to the extent that they are assignable;
(h) regulatory data, clinical data and other technical information, including, without limitation, any design history files and any data bases incorporating any such data and information, directly related to products of the Product Line, including the 510k registrations listed on Schedule 1.01(h) (“Regulatory Data”); provided that, to the extent required by applicable law, Seller may retain and utilize a copy of such Regulatory Data; and
(i) xxxx all of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation Seller’s claims against third parties related to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c)Product Line, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent, except to the Domestic Company shall also take all measures extent pertaining to ensure Excluded Liabilities. The parties hereto expressly agree that Buyer is not assuming any of the actual possessionliabilities, operation and control of WFOE obligations or undertakings relating to the Designated Person over the foregoing Assets, including executing all other necessary agreements or documents, except for those liabilities and obtaining all necessary government permits and approvalsobligations specifically assumed by Buyer in Section 1.03.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 1 contract
Transfer of Assets. The Domestic Company shallUpon the terms and conditions set forth in this Agreement, within five (5) business days after WFOE sends at the Exercise Notice (the “Assets Transfer Date”)Closing, Transferor shall transfer, convey, assign and deliver to Transferee, and pursuant Transferee shall acquire and assume from Transferor, free and clear of all Encumbrances, other than Permitted Encumbrances, all of Transferor's right, title and interest in, to and under the real and personal property, tangible and intangible, constituting, or used in connection with or ancillary to the instructions ownership or operation of, the East Bend Station, except as otherwise provided in such Exercise NoticeSection 2.02, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner each as of the Closing Date, including all of Transferor's right, title and interest in, to and under the following assets (collectively, the "Transferred Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:"):
(a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) portion of the Real Property that on the same day date hereof is or has been included in Transferor's rate base (including all buildings and other structures and Improvements located thereon and all appurtenances thereto, including without limitation those certain reserve auxiliary transformers and Improvements identified on Schedule 2.01(a)), which Real Property is more specifically described in Part II of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.Schedule 4.01(e)(i);
(b) The Domestic Company shall execute a Power of Attorney the machinery, equipment (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 including communications equipment), vehicles, furniture and other personal property located on the same day Real Property, including the items of tangible personal property listed on Schedule 2.01(b), but excluding property used or primarily usable as part of the execution Transmission Assets or otherwise constituting part of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.Excluded Assets;
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.Inventories;
(d) When delivering subject to the documents provided in above paragraph (c)receipt of any necessary consents and approvals, the Domestic Company shall also take all measures to ensure contracts or agreements (including any licenses or real or personal property leases, other than any thereof constituting Transferred Permits or Transferred Intellectual Property) listed on Schedule 2.01(d) (the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals."Transferred Contracts");
(e) The Domestic Company shall pay all tax and expenses in relation subject to the transferreceipt of any necessary consents and approvals, assignthe permits, transmission licenses, certificates, certifications, orders and delivery of other governmental authorizations listed on Schedule 2.01(e) (the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc."Transferred Permits");
(f) After the Assets Transfer Dateall unexpired, upon the request transferable warranties and guarantees from manufacturers, vendors and other third parties with respect to any Improvement or item of WFOE real or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer tangible personal property constituting part of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Transferred Assets.;
(g) The Shareholder all books, expired purchase orders, operating records, operating, safety and maintenance manuals, engineering design plans, blueprints and as-built plans, specifications, procedures, studies, reports, equipment repair, safety, maintenance or service records, and similar items (subject to the right of Transferor to retain copies of same for its use), other than such items that are proprietary to third parties and accounting records (to the extent that any of the foregoing is contained in an electronic format, Transferor shall execute cooperate with Transferee to transfer such items to Transferee in a shareholder’s resolution format that is reasonably acceptable to Transferee); and
(h) subject to the receipt of any necessary consents and approvals, any Intellectual Property (the “ Shareholder’s Resolution ”) on "Transferred Intellectual Property"). Notwithstanding the same day of the execution of this Agreementforegoing, to approve the transfer of the Transferred Assets pursuant to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, shall not include the Parties shall enter into other valid and effective agreement, resolution or document assumption of any Liability related to achieve the same legal and economic effects as this AgreementTransferred Assets unless Transferee expressly assumes that Liability pursuant to Section 2.03.
Appears in 1 contract
Transfer of Assets. The Domestic Company shallSubject to the terms and conditions of this Agreement, within five Seller shall sell, assign, grant, transfer, and deliver (5or cause to be sold, assigned, granted, transferred and delivered) business days after WFOE sends to Buyer, or to any Affiliate of Buyer designated by Buyer, and Buyer shall purchase and accept from Seller as of the Exercise Notice Closing Date, free and clear of all Liens, all of the Seller's rights, title and interest in and to all of the assets enumerated below as the same shall exist on the Closing Date (the “Assets Transfer Date”), and pursuant to the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the "Purchased Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:"):
(a) The Domestic Company shall execute an Assets Transfer Agreement (all tangible personal property and leases of and other interests in tangible personal property used in connection with the “Assets Transfer Agreement”) IZ Business as set forth on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.Schedule 2.1(a);
(b) The Domestic Company shall execute a Power of Attorney all rights under the contracts, agreements, leases and other interests in personal property, licenses, commitments, sales and purchase orders and other instruments, listed on Schedule 2.1(b) (collectively the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document."Contracts");
(c) The Domestic Company shall deliver to WOFE (i) xxxx all of salethe accounts receivable, endorsement, assign, notes receivable and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.receivables listed on Schedule 2.1(c);
(d) When delivering all prepaid expenses relating to the documents provided in above paragraph (c)operation of the IZ Business including, the Domestic Company shall also but not limited to Taxes, leases and rentals, and Seller will use its commercially reasonable best efforts to take all measures action necessary with appropriate third parties to ensure transfer such prepaid expenses to Buyer as of the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.Closing Date;
(e) The Domestic Company shall pay all tax and expenses in relation of Seller's rights, claims, credits, causes of action or rights of set-off against third parties relating to the transfer, assign, transmission and delivery of the Purchased Assets, including due and payable sales taxincluding, transfer taxwithout limitation, filing fee, usage tax, registration fee, etc.unliquidated rights under warranties;
(f) After all copyrights, copyright registrations, proprietary processes, trade secrets, license rights, specifications, technical manuals and data, drawings, inventions, designs, patents, patent applications, trade names, trademarks, service marks, product information and data, know-how and development work-in-progress, customer lists, software, business and marketing plans and other intellectual or intangible property embodied in or pertaining to the Assets Transfer DateIZ Business, upon whether pending, applied for or issued, whether filed in the request of WFOE United States or in other countries, including without limitation the Designated Personitems listed in Schedule 2.1(f), the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.together with all associated goodwill;
(g) The Shareholder shall execute a shareholder’s resolution (all things authored, discovered, developed, made, perfected, improved, designed, engineered, acquired, produced, conceived or first reduced to practice by Seller or any of its employees or agents that are embodied in, derived from or otherwise directly related to the “ Shareholder’s Resolution ”) on IZ Business, in any stage of development, including, without limitation, modifications, enhancements, designs, concepts, techniques, methods, ideas, flow charts, coding sheets, notes and all other information relating to the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.IZ Business;
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreementany and all design and code documentation, to authorize WFOE (including WFOE methodologies, processes, trade secrets, copyrights, design information, product information, technology, formulae, routines, engineering specifications, technical manuals and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolutiondata, drawings, inventions, know-how, techniques, engineering work papers, and to authorize WFOE to keep such document.notes, development work-in-process, and other proprietary information and materials of any kind relating to, used in, or derived from the Purchased Assets (collectively with subsections (f) and (g), the "Intellectual Property");
(i) The Parties hereto shall execute all other necessary agreements permits, authorizations, consents and approvals of any Governmental Entity affecting or documentsrelating in any way to the IZ Business, obtain all necessary government permits and approvals; take all other necessary measures to ensure including without limitation, the effective transfer of items listed on Schedule 2.1(i) (the ownership of the Assets to WFOE or Designated Person."Permits");
(j) If all books, records, files and papers, whether in hard copy or part electronic format, used in the IZ Business, including without limitation, engineering information, sales and promotional literature, manuals and data, sales and purchase correspondence, lists of present, former and prospective suppliers or customers, personnel and employment records, and any information relating to Taxes imposed on the provisions of this Agreement IZ Business or its exhibits are judged invalid Purchased Assets;
(k) all computer software programs, data and associated licenses used in accordance connection with PRC laws the IZ Business;
(l) all goodwill associated with the IZ Business or regulationsthe Purchased Assets, together with the Parties shall enter into other valid right to represent to third parties that Buyer is the successor to the IZ Business; and
(m) all subscriber and effective agreement, resolution customer lists associated with the IZ Business or document to achieve the same legal and economic effects as this AgreementPurchased Assets.
Appears in 1 contract
Transfer of Assets. The Domestic Company shallAssignor hereby assigns, within five grants, conveys, transfers, and sets over to Assignee all of Assignor’s currently existing right, title, and interest in all real or personal property and all other assets, whatsoever and where so ever situated, which assets include (5without limitation) business days after WFOE sends the Exercise Notice all personal property and any interest therein, including all that certain stock of merchandise, office furniture and fixtures, machinery, equipment, leasehold interests and improvements, inventory (the “Assets Transfer Date”raw goods, work in process and finished goods), book accounts, books and records, bills, accounts receivable, cash on hand, cash in bank, intellectual property including all patents, patent applications, copyrights, trademarks and trade names, and all goodwill associated therewith, insurance policies (including any and all policies for Directors and Officers Liability Insurance), tax refunds, rebates, general intangibles (including any and all causes of action), insurance refunds and claims (including any payments arising out of Directors and Officers Liability Insurance), and pursuant choses in action that are legally assignable, together with the proceeds of any non-assignable choses in action that may hereafter be recovered or received by the Assignor, and all real property interests. Further, this General Assignment specifically includes all claims for refunds or abatement of all excess taxes heretofore or hereafter assessed against or collected from the Assignor by the United States or any of its departments or agencies, any state or local taxing authority. Assignor agrees to endorse any refund checks relating to the instructions prior operations of said Assignor’s business and to deliver such checks immediately to Assignee, except in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner case of any of the Assetsforegoing, without solely to the extent the same is prohibited from transfer or assignment by the terms of any lien applicable contract or encumbrances in any form, and shall assist in transferring the title by operation of law. All of the Assets assets assigned by this General Assignment shall be referred to WFOE or Designated Person through below procedures:
herein as the “Assigned Assets.” Notwithstanding the above, (a) The Domestic Company the Assignee shall execute an Assets Transfer Agreement (provide Assignor and its representatives with reasonable access to the “Assets Transfer Agreement”) on the same day books and records and other financial information of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.
(b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures Assignor as reasonably requested by WFOE or the Designated Person, Assignor; (b) the Assignee shall ensure that any agreement to facilitate sell the assign and transfer of Assignor’s assets contains a provision requiring any purchaser to provide the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of Assignor with such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreementreasonable access; and (iic) the definition of Assigned Assets shall not include any policy proceeds that would be made directly payable to or payable on behalf of any insured individual under the Assignor’s insurance policies, including (without limitation) so-called “Side A” Coverage under the Assignor’s Directors and Officers Liability Insurance and nothing in two (2) duplicatesthis Agreement shall be construed to prevent or hinder any such individual from seeking access to any such policy proceeds. If WFOE nominates a Designated Person The assignment of the Assigned Assets by Assignor to Assignee hereunder shall be subject to all properly perfected liens encumbering any of the Assigned Assets existing as of the purchaserdate of this Assignment, including, but not limited to, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power liens of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill NovaQuest as more fully set forth in the date Collateral Agreement and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such documentSecured Obligations Documents.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 1 contract
Samples: General Assignment for the Benefit of Creditors (Aceragen, Inc.)
Transfer of Assets. The Domestic Company shallOn the basis of the representations, within five (5) business days after WFOE sends the Exercise Notice (the “Assets Transfer Date”)warranties, covenants and pursuant agreements and subject to the instructions satisfaction or waiver of the conditions set forth in such Exercise Noticethis Agreement, on the Closing Date, Seller shall sell, convey, assign, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the Assets, without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:
(a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) on the same day of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE Buyer, and Buyer shall purchase and acquire from Seller, all necessary documents of Seller's right, title and perform other actions reasonably requested interest in and to substantially all of Seller's assets and business of every kind, nature, character and description, tangible and intangible, wherever located, which relate solely to the MBS Business, as are listed on Exhibit A hereto (collectively, the "Acquired Assets"), provided that the Acquired Assets shall not include contracts entered into by WFOE customers of the MBS Business solely for hosting and/or hosting support services. Exhibit A shall also include a list of the computers to ensure be transferred by Seller to Buyer in accordance with the transfer terms of that certain Transition Services Agreement (defined herein) to such Designated Person.
be entered into between Buyer and NaviSite at the Closing (b) defined herein). The Domestic Company Acquired Assets shall execute a Power be free and clear of Attorney all liens, security interests, encumbrances, charges and restrictions of any kind and nature (collectively, "Liens"). In no event shall Buyer acquire any assets from Seller which are not listed on Exhibit A hereto, provided, however, that Seller is hereby selling, conveying, assigning and transferring to Buyer all of the “ Domestic Company’s PoA ”) customers and related customer contracts included in the form of MBS Business, whether or not such customer and/or related customer contract appears on Exhibit 3 on the same day of the execution of A hereto. Notwithstanding any representation, warranty, agreement or covenant set forth in this Agreement, Buyer and Seller hereby agree and acknowledge that Seller is not transferring, assigning, selling or conveying to authorize WFOE (including WFOE Buyer, and the Designated Person) to fill in the date and relevant information on the aforementioned Acquired Assets Transfer Agreement, and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operation.
(d) When delivering the documents provided in above paragraph (c)not include, the Domestic Company shall also take all measures to ensure the actual possessionMicrosoft Business Solutions North American Partner Agreement between Microsoft Business Solutions Corporation and Surebridge, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution Inc. (the “ Shareholder’s Resolution ”predecessor in interest to Lexington) dated on the same day of the execution of this Agreementor about April 7, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser2003, the Parties agree to execute and deliver to WFOE or Designated Person any all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Personamendments thereto.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 1 contract
Transfer of Assets. The Domestic a) Upon the coming into effect of this Scheme and with effect from the Appointed Date, all the estate, assets, rights, claims, title, interest and authorities comprised in the Undertaking 2 of the Transferor Company 2 and Undertaking 3 of the Transferor Company 3 shall, within five (5under Sections 230 to 232 and other applicable provisions of the Act, without any further act, instrument or deed, be and stand transferred to and vested in and be deemed to have been transferred to and vested in the Transferee Company as a going concern so as to become from the Appointed Date, the estate, assets, rights, claims, title, interest and authorities of the Transferee Company.
b) business days after WFOE sends The assets of the Exercise Notice (Transferor Company 2 and Transferor Company 3 as are movable in nature or are otherwise capable of transfer by delivery of possession, payment or by endorsement and delivery shall be so transferred by the “Assets Transfer Date”)Transferor Company 2 and shall become the property of the Transferee Company with effect from the Appointed Date pursuant to Sections 230 to 232·and other applicable provisions of the Act without requiring any act, instrument, or deed for transfer of the same. The vesting pursuant to this sub-clause shall be deemed to have occurred by physical or constructive delivery or by endorsement and delivery or by vesting and recordal, pursuant to this Scheme, as appropriate to the property being vested, and title to the property shall be deemed to have been transferred accordingly.
c) The assets of the Transferor Company 2 and Transferor Company 3 including sundry debtors, receivables, bills, credits, loans and advances, if any, whether recoverable in cash or in kind or for value to be received, bank balances, investments, xxxxxxx money and deposits with any Governmental Authority or with any company or other person, other than those referred to above shall, without any further act, instrument or deed, be transferred to and vested in the Transferee Company upon the coming into effect of the Scheme and with effect from the Appointed Date pursuant to Sections 230 to 232 and other applicable provisions of the Act.
d) All assets, rights, title, interest, investments and properties of the Transferor Company 2 and Transferor Company 3 and any assets, right, title, interest, investments and properties acquired by the Transferor Company 2 after the Appointed Date but prior to the Effective Date shall also, without any further act, instrument or deed stand transferred to and vested in the Transferee Company upon the coming into effect of this Scheme and with effect from the Appointed Date, pursuant to Sections 230 to 232 and other applicable provisions of the Act and all other provisions of Applicable Law, if any.
e) All immovable properties of the Transferor Company 2 and Transferor Company 3, including land together with buildings and structures standing thereon and rights and interests in immovable properties of the Transferor Company 2 and Transferor Company 3, whether freehold or leasehold or otherwise and all documents of title, rights and easements in relation thereto, shall be vested in the Transferee Company, without any further act, instrument or deed. The Transferee Company shall be entitled to exercise all rights and privileges attached to such immovable properties and shall be liable fulfil all obligations in relation to or applicable to such immovable properties. The relevant authorities shall grant all clearances /permissions, if any, required for enabling the Transferee Company to absolutely own and enjoy such transferred immovable properties in accordance with Applicable Law. The mutation or substitution of the title to the immovable properties shall, upon this Scheme becoming effective, be made and duly recorded in the name of the Transferee Company by Governmental Authorities pursuant to the instructions in such Exercise Noticesanction of this Scheme and upon the Scheme becoming effective.
f) All the consents, transfer licenses, permits, entitlements, quotas, approvals, permissions, registrations, incentives, tax deferrals, exemptions and benefits (including goods and service tax, sales tax and service tax), subsidies, refunds, concessions, grants, rights, claims, leases, tenancy rights, liberties, special status and other benefits or privileges enjoyed or conferred upon or held or availed of by the Assets Transferor Company 2 and Transferor Company 3 and all rights and benefits that have accrued or which may accrue to WFOE or Designated Person. The Domestic the Transferor Company shall procure WFOE or Designated Person 2 and Transferor Company 3, with effect from the Appointed Date including income tax and other tax benefits and exemptions shall, under the provisions of Section 230 to be the only legal owner Section 232 and other applicable provisions of the AssetsAct shall, without any lien act, instrument or encumbrances deed stand transferred to and vest in any formand be available to the Transferee Company so as to become the consents, licenses, permits, entitlements, quotas, approvals, permissions, registrations,. incentives, tax deferrals, exemptions and benefits (including goods and service tax, sales tax and service tax), subsidies, refunds, concessions, grants, rights, claims, leases, tenancy rights, liberties, special status and other benefits or privileges of the Transferee Company and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:
(a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) remain valid, effective and enforceable on the same day terms and conditions.
g) All cheques and other negotiable instruments, and payment orders received in the name of the execution Transferor Company 2 and Transferor Company 3 after the Effective Date shall be accepted by the bankers of the Transferee Company and credited to the account of the Transferee Company. Similarly, the banker of the Transferee Company shall honour cheques issued by the Transferor Company 2 and Transferor Company 3 for payment after the Effective Date. On the Scheme becoming effective, the balance lying in the bank accounts of the Transferor Company 2 and Transferor Company 3 shall be transferred to the bank accounts of the Transferee Company.
h) Upon the coming into effect of this Agreement. The Assets Transfer Agreement shall (i) be executed in Scheme and with effect from the form Appointed Date, pursuant to Section 230 to Section 232 and format given in other applicable provisions of the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaserAct, the Parties agree Transferee Company will be entitled to execute all the trade and deliver to WFOE all necessary documents service names and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.
(b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) in the form of Exhibit 3 on the same day marks, brands, patents, copyrights, licenses, marketing authorisations, approvals and marketing tangibles of the execution Transferor Company 2 and Transferor Company 3 including registered and unregistered trademarks along with all rights of this Agreementcommercial nature including those attached to goodwill, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreement, and to authorize WFOE to keep such document.
(c) The Domestic Company shall deliver to WOFE (i) xxxx of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of title, to grant WFOE interest, labels and brands registrations, copyrights, trademarks and all such other industrial or the Designated Person a due, absolute and marketable title intellectual rights of assets, without any lien or Encumbrances; and (ii) all other data in relation to the Assets and its operationwhatsoever nature.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
Appears in 1 contract
Samples: Scheme of Amalgamation
Transfer of Assets. The Domestic Company shall(a) Subject to the terms and conditions set forth herein, within five the Seller and, solely with respect to the Office Lease, the Parent, shall sell, convey, transfer, assign and deliver to the Buyer, free and clear of any Lien other than Permitted Liens, and the Buyer shall purchase and accept from the Seller and the Parent, on the Closing Date, all right, title and interest of the Parent in and to the Office Lease and the Seller in and to all of the assets, properties, rights and business, tangible and intangible, of every type and description, wherever located, used or employed primarily in connection with the Business as they exist or shall exist on the Closing Date (5) all of such assets, properties, rights and business days after WFOE sends the Exercise Notice (being hereinafter collectively referred to as the “Assets Transfer DatePurchased Property”), and pursuant to the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the Assets, including without any lien or encumbrances in any form, and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedureslimitation:
(ai) The Domestic Company shall execute an Assets Transfer Agreement the Accounts Receivable, Assigned Contracts, Equipment and Machinery, Files and Records, Intangible Assets, Intellectual Property, Permits (but only to the “Assets Transfer Agreement”) extent such Permits may be transferred under applicable law), Real Property Leases and any prepaid expenses and other assets relating to the operations of the Seller on the same day Closing Date (including, without limitation, all such items as are set forth on the June 2011 Balance Sheet with additions thereto (net of dispositions) in the ordinary course of business) and including all the tangible and intangible assets of the execution of this Agreement. The Assets Transfer Agreement shall (i) be executed Seller used in the form Business and format given in the Exhibit 2 of this Agreement; and related thereto;
(ii) be made all of the Seller’s claims, refunds, causes of action, choses in two action, rights of recovery and rights of setoff of any kind relating to the Business;
(2iii) duplicates. If WFOE nominates a Designated Person the right to receive and retain mail relating to the Business, Accounts Receivable payments and other communications relating to the Business;
(iv) the right to xxxx and receive payment for products shipped or delivered and services performed but unbilled or unpaid as of the purchaserClosing;
(v) all advertising, marketing and promotional materials, studies, reports and all other printed or written materials;
(vi) to the Parties agree extent transferable, all telephone numbers (including without limitation, toll free numbers), fax numbers, Internet addresses and similar numbers or addresses;
(vii) the name “Gryphics” and all variations and derivatives thereof; and
(viii) all other assets, properties, and rights of every kind used in the Business, on the Closing Date, known or unknown, fixed or unfixed, accrued, absolute, contingent or otherwise, whether or not specifically referred to execute and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Personin this Agreement.
(b) The Domestic Company Notwithstanding anything herein to the contrary, the Purchased Property shall execute a Power of Attorney not include the following assets (the “ Domestic Company’s PoA “Retained Assets”):
(i) in the form any cash and cash equivalent items, including without limitation, checking accounts, bank accounts, certificates of Exhibit 3 on the same day deposit, time deposits and securities of the execution Seller on or prior to the Closing Date;
(ii) any minute books, stock books, Tax Returns, or other corporate documents of this Agreementthe Seller;
(iii) tax refunds;
(iv) any Contracts with respect to indebtedness for borrowed money or guarantees thereof;
(v) the Plans;
(vi) subject to Section 8.4, to authorize WFOE (including WFOE the names “Cascade,” “Cascade Microtech,” “cmicro” and the Designated Person) to fill in the date all variations and relevant information on the aforementioned Assets Transfer Agreementderivatives thereof, and trademark and other intellectual property rights associated therewith;
(vii) the rights which accrue or will accrue to authorize WFOE Seller or its Affiliates pursuant to keep such documentthe Transaction Documents; and
(viii) the assets set forth on Schedule 2.1(b).
(c) The Domestic Company shall deliver to WOFE (i) xxxx For the avoidance of sale, endorsement, assign, and other due and adequate documents of assign and transfer which contain complete assurance of titledoubt, to grant WFOE the extent any Agreement listed on Schedule 5.16(a)(vii) included within the Assigned Contracts reflects rights of the Parent or references products of the Designated Person a dueParent in addition to rights of the Seller and products of the Seller, absolute the assignment of the Assigned Contracts is intended to convey only the rights of Seller and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation with respect to the Assets products of Seller and its operation.
(d) When delivering the documents provided in above paragraph (c), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation constitute no conveyance with respect to the transfer, assign, transmission and delivery rights of the Assets, including due Parent and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer products of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such AssetsParent.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.
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Transfer of Assets. The Domestic Company shall, within five (5) business days after WFOE sends the Exercise Notice (the “Assets Transfer Date”), and pursuant Subject to the instructions in such Exercise Notice, transfer the Assets to WFOE or Designated Person. The Domestic Company shall procure WFOE or Designated Person to be the only legal owner of the Assets, without any lien or encumbrances in any form, terms and shall assist in transferring the title of the Assets to WFOE or Designated Person through below procedures:
(a) The Domestic Company shall execute an Assets Transfer Agreement (the “Assets Transfer Agreement”) on the same day of the execution conditions of this Agreement, Seller hereby agrees to sell, and Buyer hereby agrees to purchase, on the Closing Date (as defined in Section 3.1) all of Seller's right, title, and interest in and to all of the assets owned or used by Seller in the Business, other than the Retained Assets (as defined in Section 1.2), including, without limitation, inventory, accessories, intellectual property, specified contracts, permits, licenses, and selected other personal property (collectively referred to as the "Assets"). The Without limiting the foregoing, the Assets Transfer Agreement shall include the Accessories, Intellectual Property, Permits, Business Records, Rights Under Assumed Contracts, Inventory, Receivables, Cash and Data as follows:
A. All motor vehicles, furniture (other than the Retained Assets) and removable fixtures or other appurtenances ("Accessories") used by Seller or any of its affiliates in connection with the Business, but excluding (i) be executed in the form and format given in the Exhibit 2 of this Agreement; Retained Assets, and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as items solely used by Seller or its affiliates to provide centralized administrative services to the purchaserBusiness;
B. All of Seller's ownership, the Parties agree to execute use, license or similar rights and deliver to WFOE all necessary documents and perform other actions reasonably requested by WFOE to ensure the transfer to such Designated Person.
(b) The Domestic Company shall execute a Power of Attorney (the “ Domestic Company’s PoA ”) interests in the form of Exhibit 3 on Business's trade names, trademarks and service marks, licenses, copyrights, technical information, know-how, proprietary information, computer software, all letters patent (utility and design) and pending applications for patents as well as any rights in all other intellectual property (excluding Retained Assets) used in the same day Business (collectively "Intellectual Property"), together with the goodwill associated with trademarks and service marks of the execution Business and other goodwill of this Agreementthe Business (collectively the "Goodwill");
C. All governmental permits, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Assets Transfer Agreementconsents, authorizations, approvals, and licenses (collectively, "Permits") now held by Seller in connection with the Business to authorize WFOE to keep the extent that Seller's rights under such document.Permits are transferable;
(c) The Domestic Company shall deliver to WOFE (i) xxxx D. All engineering drawings, material specifications, process and routing sheets, bills of salematerials, endorsementemployee records, assigntest data, catalogs, brochures, advertising materials, and other due and adequate documents business records of assign and transfer which contain complete assurance of title, to grant WFOE or the Designated Person a due, absolute and marketable title of assets, without any lien or Encumbrances; and (ii) all other data in relation Seller relating to the Assets Business (excluding tax records and its operation.
corporate minute books of Seller) (d) When delivering the documents provided in above paragraph (c"Business Records"), the Domestic Company shall also take all measures to ensure the actual possession, operation and control of WFOE or the Designated Person over the Assets, including executing all other necessary agreements or documents, and obtaining all necessary government permits and approvals.
(e) The Domestic Company shall pay all tax and expenses in relation to the transfer, assign, transmission and delivery of the Assets, including due and payable sales tax, transfer tax, filing fee, usage tax, registration fee, etc.
(f) After the Assets Transfer Date, upon the request of WFOE or the Designated Person, the Domestic Company shall execute and deliver to WFOE or the Designated Person other documents of assign and transfer, and take other measures as reasonably requested by WFOE or the Designated Person, to facilitate the assign and transfer of the Assets to WFOE or the Designated Person, and ensure the possession by WFOE or the Designated Person of such Assets.
(g) The Shareholder shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Assets to WFOE. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If WFOE nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to WFOE or Designated Person all necessary documents and perform other actions reasonably requested by WFOE or Designated Person to ensure the transfer to such Designated Person.
(h) The Shareholder shall execute a Power of Attorney on the same day of the execution of this Agreement, to authorize WFOE (including WFOE and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution, and to authorize WFOE to keep such document.
(i) The Parties hereto shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the Assets to WFOE or Designated Person.
(j) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.;
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