Transfer of the Assets. Subject to the terms and conditions set forth in this Agreement, the Seller agrees that, on the Closing Date, the Seller shall transfer, assign, convey and deliver to the Buyer, and Buyer agrees that, on the Closing Date, Buyer shall acquire and accept from the Seller, all of the assets owned, used or held by the Seller to conduct the Business and as set forth on Schedule 1.2, other than the Excluded Assets (the "Assets"), free and clear of all Liens, other than Permitted Liens.
Transfer of the Assets. (a) Subject to and upon the terms and conditions of this Agreement, effective as of the Effective Date, Chronimed shall transfer, convey, assign and deliver to MGI, and MGI shall acquire from Chronimed, the following properties, assets and other claims, rights and interests:
(i) all inventories of raw materials, work in process, finished goods, maintenance supplies, packaging materials, spare parts and similar items of Chronimed which are used exclusively for the Business (collectively, the "Inventory") which exist on the Effective Date;
(ii) all accounts, accounts receivable, notes and notes receivable existing on the Effective Date which are payable to Chronimed, and which apply exclusively to the Business (the accounts, accounts receivable, notes and notes receivable, including any related security therein, to be transferred to MGI pursuant hereto are collectively referred to herein as the "Accounts Receivable");
(iii) all prepaid expenses of Chronimed which are used exclusively for the Business existing on the Effective Date (the "Prepaid Expenses");
(iv) all rights of Chronimed under the contracts, agreements, leases, licenses and other instruments specific to the Business, including the real estate leases for the premises at 0000 Xxxx Xxxxx, Xxxx Xxxxxxx, Xxxxxxxxx (the "Bury Drive Location"), and at 0000 X. 00xx Xx., Xxxxx, Xxxxxxxxx (the "Edina Location") (collectively, the "Contract Rights");
(v) all books, records and accounts, correspondence, production records, technical, manufacturing and procedural manuals, customer lists, studies which are used exclusively for the Business; provided, however, that Chronimed's corporate record books, minute books, tax returns and records relating to taxes, employment records and general ledgers are not included in the books and records being conveyed to MGI; provided further, that Chronimed shall provide or make available to MGI copies of its general ledgers and records relating to taxes which relate to the Business and the Assets being acquired hereunder (the "Records");
(vi) all rights of Chronimed under express or implied warranties which relate exclusively to the Business from the suppliers to the Business (the "Warranty Rights");
(vii) except for items specifically listed as Excluded Assets, all of the machinery, equipment, tools, tooling, dies, production fixtures, maintenance machinery and equipment, furniture, office equipment and leasehold improvements owned by Chronimed on the Effective Date which a...
Transfer of the Assets. Sellers shall sell, convey, transfer, assign and deliver the Assets to Purchaser at the Closing by means of deeds, bills of sale, assignments, endorsements, consents, certificates and such other good and sufficient instruments of transfer in form and substance reasonably satisfactory to Purchaser, and all in recordable form, where applicable, as shall be necessary or appropriate to vest in Purchaser all right, title, ownership and interest of Sellers in and to the Assets as provided in this Agreement or in the Schedules hereto.
Transfer of the Assets. 2.1 LIU agrees that, upon the Closing, he will sell, transfer and deliver unto SCHC, its successors and assigns forever, by duly executed deed(s), bills of sale, assignment(s) or other instrument(s) of conveyance, for the consideration hereinafter provided, all right, title and interest in and to all assets listed and described on Schedule 1 attached hereto and incorporated herein by reference (the "Purchased Assets"). In addition to the Purchased Assets, LIU agrees at Closing to convey to SCHC all rights to the Lease (the "Lease") whereby LIU leases the leased property described in Schedule 2 attached hereto (the "Leased Property") and to execute and deliver such instruments of transfer and conveyance to effect the transfer of ownership of the Leased Property from LIU to SCHC.
2.2 As full consideration for the sale, assignment, transfer and delivery of the Purchased Assets and the Leased Property to SCHC, and upon the terms and subject to all of the conditions contained herein, SCHC shall pay to LIU the sum of $6,665,778 (the "Purchase Price") of which $2,879,616 (the "Initial Payment") shall be paid to LIU at the Closing and $3,786,162 shall be paid in cash or readily available funds within 5 days after the Closing.
2.3 As a result of Agreement, the Purchased Assets including, without limitation, annual estimated bromine production capacity of 3,900 tons, buildings, equipment, wells, pipelines, and power cxxxxxts will be owned by SCHC. SCHC is not assuming and shall not be liable for any and all debts, obligations and liabilities of LIU relating to the Purchased Assets and the Leased Property.
2.4 LIU covenants that the $872,550 lease payment due under the 50-year land lease for the Leased Property has been paid. Any economic losses or legal disputes relating to the ownership of the Leased Property, whether arising prior to or after the transfer of the Lease from LIU to SCHC, will be LIU's full responsibility.
2.5 If the transactions contemplated hereunder are not consummated within ten days of the date hereof, this Agreement shall terminate, and each party shall have no further obligation to the other party, except that if the transactions contemplated hereunder are not consummated due to a material default or breach on the part of SCHC, SCHC shall pay to LIU the sum of $333,289 as liquidated damages and not as a penalty.
2.6 Three days after the Effective Date, SCHC and LIU will both establish an asset assessment team to assess all of the Purchased Ass...
Transfer of the Assets. 2.1 THE SELLER agree that, upon the Closing, they will sell, transfer and deliver the Purchased Assets.
2.2 The parties understand and acknowledge that the total purchase price for the Purchased Assets is RMB63, 000,000 Yuan (the "Purchase Price") and that the Purchase Price is based upon an approximate valuation of the Purchased Assets and the Leased Property. As full consideration for the sale, assignment, transfer and delivery of Purchased Assets to SCHC and for the value of the rights to the Leased Property and upon the terms and subject to all of the conditions contained herein, SCHC shall pay to Liangcai Zhang RMB63,000,000 Yuan in cash in the aggregate.
2.3 Upon execution of this Agreement by all of the parties, SCHC shall deliver to Liangcai Zhang a security deposit of RMB12,600,000 Yuan (the "Security Deposit"). Three days after the date hereof, SCHC will establish an asset assessment team to assess the condition and the operation of the Purchased Assets for transfer and conveyance to SCHC. Thereafter, SCHC shall pay the remainder of the Cash Purchase Price on or before the Closing Date if it has received a receipt of a report from its assessment team that is acceptable to SCHC with respect to the Purchased Assets and Leased Property. If the report concludes that the condition of the Purchased Assets is not acceptable, SCHC and the Seller shall negotiate a reduction in the Purchase Price. If such amount cannot be mutually agreed, SCHC shall have the right to terminate this Agreement and the Security Deposit shall be returned to SCHC.
2.4 If SCHC cannot pay off the remainder of the cash portion within the time period provided in Section 2.4 above, The Seller has the right to terminate this Agreement and to retain the Security Deposit with no further obligations or liabilities to SCHC or GURE.
2.5 As a result of this Agreement, the Purchased Assets including, without limitation, any and all bromine that can be produced on the Leased Property, buildings, equipment, xxxxx, pipelines, and power circuits will be acquired by SCHC; provided, however, that any and all debts, obligations and liabilities (the “’Obligations”) of the Seller relating to the Purchased Assets and Leased Property are specifically excluded from such Purchased Assets and shall remain the Obligations of the Seller after the Closing.
Transfer of the Assets. Upon the terms of this Agreement, Seller agrees to sell, transfer and deliver to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s right, title and interest in and to all the assets of Seller used in or related to the operation of the Business (collectively, the “Assets”). The Assets include, without limitation, the following:
(i) all furniture, fixtures, leasehold improvements, office supplies and equipment (including, but not limited to, computers, printers, file cabinets, office furniture and interior and exterior signage), a list of which is set forth on Schedule 1 attached hereto (collectively, the “Fixed Assets”);
(ii) all of Seller’s rights under the real property leases relating to the Offices listed on Schedule 2 (collectively, the “Leases”), including the security deposits relating thereto;
(iii) all data relating to any client of the Business (in whatever form or medium maintained, including, without limitation, paper client files) and all rights to such clients;
(iv) all advertising, marketing and sales materials, including all related intellectual property rights related thereto;
(v) telephone/telefax numbers and post office box numbers for each Office and email addresses, a list of which is set forth on Schedule 3 attached hereto, together with any registrations and applications related thereto and any and all renewals thereof;
(vi) all of Seller’s rights under the service agreements (the “Service Agreements”) listed on Schedule 4;
(vii) all licensed and proprietary computer software, firmware and middleware, including, programs, applications, databases and files, and all agreements or arrangements permitting Seller’s or Shareholder’s use thereof, a list of which is set forth on Schedule 5;
(viii) all books, records, data, files and information relating to the Assets or the Business (including, without limitation, all general, business, financial and accounting records, management information and internal reporting data, as well as customer documents including tax returns);
(ix) all tradenames, trademarks, service marks, logos, brand names, brand marks, fictitious names, domain names, web sites and other intellectual property and intellectual property rights listed on Schedule 6 (collectively, the “Marks”); and
(x) all goodwill of the Business.
Transfer of the Assets. On the terms and subject to the conditions of this Agreement and in consideration of the receipt by Seller of the Sale Price for such Assets from Buyer, Seller hereby transfers, assigns, conveys and delivers to Buyer all right, title and interest in and to the Assets as of the date hereof (the “Closing Date”).
Transfer of the Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined herein), the Company shall sell, convey, assign, and transfer to the Buyer, and the Buyer shall purchase, accept and take from the Company, the following assets, properties and rights (the (“Assets”):
(a) the treaty reinsurance and certain facultative reinsurance brokerage client accounts and reinsurance treaties set forth in Schedule 1.01(a)(i) (the “Treaties”) and the “pipeline accounts” set forth in Schedule 1.01(a)(ii) (the “Prospects”));
(b) the accounts receivable and accounts payable, and cash in all custodial, trust and fiduciary accounts and brokerage payables and brokerage receivables with respect to the Treaties. Schedule 1.01(b)(i) sets forth the accounts receivable and accounts payable, and cash in all custodial, trust and fiduciary accounts and Schedule 1.01(b)(ii) sets forth brokerage payables and receivables as of December 31, 2007. The Company agrees to deliver to Buyer the information set forth on Schedules 1.01(b)(i) and 1.01(b)(ii) updated as of the Closing Date within 30 days following the Closing Date;
(c) all of the rights and benefits in and to all contracts set forth on Schedule 1.01(c);
(d) the Company’s rights to receive revenue, fees, income or payments and any other entitlements and rights of every kind and nature whatsoever to receive money or payments with respect to Treaties, Prospects and contracts set out in Schedule 1.01(c);
(e) originals or copies of all of the business records that arise from or which are used in connection with the Assets referred to in Schedules 1.01(a) through 1.01(f), including customer lists, accounting records (including ancillary records, paid invoices and work papers related thereto), correspondence, computer and billing tapes, files, research data, and other records, and business records required for Buyer to perform its run-off service obligations pursuant to Section 1.03(c); and
(f) all claims of the Company against third parties relating to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent.
Transfer of the Assets. 2.1 THE SELLERS agree that, upon the Closing, they will sell, transfer and deliver the Purchased Assets.
2.2 The parties understand and acknowledge that the total purchase price for the Purchased Assets and the Leased Property is RMB95,000,000 (the "Purchase Price") and that the Purchase Price is based upon an approximate valuation of the Leased Property and Purchased Assets. As full consideration for the sale, assignment, transfer and delivery of Purchased Assets to SCHC and for the value of the rights to the Leased Property and upon the terms and subject to all of the conditions contained herein, the Purchase Price shall be paid as follows:
(a) SCHC shall pay to Jinjin Li the sum of RMB90,250,000 in cash (95% of the total purchase price) in the aggregate (the “Cash Purchase Price”); and
(b) GUFR shall issue to THE SELLERS GUFR Common Stock in the principal amount of RMB4,750,000 in the aggregate (the “Purchase Price Shares”).
2.3 The number of "Purchase Price Shares" shall be SEVENTY THOUSAND FIVE HUNDRED SIXTY] (70,560), based on a price of $9.859 per share, which is the average closing price of the Company’s Common Stock on the NASDAQ Stock Market for the 30 trading days prior to the Effective Date and an exchange rate of $1 = RMB6.82810, which is the published average exchange rate of the People’s Bank of China on June 4, 2010. The Purchase Price Shares will be delivered to THE SELLERS within twenty (20) days after the Closing Date; 65,560 Purchase Price Shares shall be delivered to Jinjin Li and 5,000 Purchase Price shares shall be delivered to Qxxxxxx Xxxx.
2.4 Upon execution of this Agreement by all of the parties, SCHC shall deliver to Jinjin Li a security deposit of RMB18,050,000 (the "Security Deposit"). Three days after the date hereof, SCHC will establish an asset assessment team to assess the condition and the operation of the Purchased Assets and the Leased Property for transfer and conveyance to SCHC. Thereafter, SCHC shall pay the remainder of the Cash Purchase Price on or before the Closing Date if it has received a receipt of a report from its assessment team that is acceptable to SCHC with respect to the Purchased Assets and Leased Property. If the report concludes that the condition of the Purchased Assets is not acceptable, SCHC and THE SELLERS shall negotiate a reduction in the Purchase Price. If such amount can not be mutually agreed, SCHC shall have the right to terminate this Agreement and the Security Deposit shall be returned to...
Transfer of the Assets. At the Closing, Fountainhead shall deliver to INTERSHOP good and sufficient instruments of transfer transferring to INTERSHOP all right, title and interest in and to all of the Assets. Such instruments of transfer (i) shall be in the form and shall contain the warranties, covenants and other provisions (not inconsistent with the provisions hereof) that are usual and customary for transferring the type of property involved under the laws of the jurisdictions applicable to such transfers, (ii) shall be in form and substance satisfactory to counsel for INTERSHOP, and (iii) shall effectively vest in INTERSHOP, good title to the Assets free and clear of all liens, restrictions and encumbrances.
