Common use of Transfer of the Assets Clause in Contracts

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. 2.1 THE SELLER agree YANG agrees that, upon the Closing, they 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 used by Yang in the operation of his bromine business on the Leased Property (as defined below) including but not limited to the assets listed and described on Schedule 1 attached hereto and incorporated herein by reference (the "Purchased Assets"). In addition to the Purchased Assets, YANG agrees at Closing to convey to SCHC all rights to the Lease (the "Lease") whereby YANG 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 YANG to SCHC. 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 the Purchased Assets to SCHC and for the value of the rights to the Leased Property to SCHC, and upon the terms and subject to all of the conditions contained herein, SCHC shall pay to Liangcai Zhang RMB63,000,000 Yuan YANG the sum of $9,722,222 (the "Purchase Price") of which $3,716,666 (the "Initial Payment") shall be paid to YANG at the Closing and $6,005,556 shall be paid in cash in or readily available funds within 5 days after the aggregateClosing. 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 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 includinginclude, without limitation, any and all annual estimated bromine that can be produced on the Leased Propertyproduction capacity of 4,700 tons, buildings, equipment, xxxxxwells, pipelines, and power circuits will cxxxxxts to be acquired owned by SCHC; provided, however, that . SCHC is not assuming and shall not be liable for any and all debts, obligations and liabilities (the “’Obligations”) of the Seller YANG, including without limitation, liabilities relating to the Purchased Assets and the Leased Property. 2.4 YANG covenants that the $526,528 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 YANG to SCHC, will be YANG's full responsibility. 2.5 If the transactions contemplated hereunder are specifically excluded from such 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 YANG the sum of $500,000 as liquidated damages and not as a penalty. 2.6 Three days after the Effective Date, SCHC and YANG will both establish an asset assessment team to assess all of the Purchased Assets and shall remain the Obligations of the Seller after the ClosingLeased Property for transfer and conveyance to SCHC.

Transfer of the Assets. 2.1 THE SELLER agree that9.1 The Sellers shall provide the Purchaser with updated and final versions of Annexes 2.2.1 to 2.2.3 eight days prior to the Execution Date (hereinafter, upon the Closing, they will sell, transfer “Updated Annexes”). The Parties shall mutually and deliver amicably verify the accuracy of the Updated Annexes. If the Purchaser informs the Sellers in writing no later than one Banking Day prior to the Execution Date that it has identified specific assets in the Updated Annexes that are not part of the Purchased Assets, these assets shall not be sold and transferred with the others, and this shall not have an effect on the Purchase Price. 2.2 The parties understand and acknowledge 9.2 To the extent that the total purchase price for Acquired Assets are goods in the sense of the BGB [Germany Civil Code] or material assets, the Sellers agree to transfer ownership of the assets within the Purchased Assets is RMB63, 000,000 Yuan (to the "Purchase Price") and that Purchaser on the Purchase Price is based upon an approximate valuation Execution Date via creation of direct or indirect possession pursuant to §§ 929 ff. BGB. If assets within the Purchased Assets and are directly possessed by third parties, or if third parties have indirect possession of these assets, the Leased Property. As full consideration Sellers shall surrender the claims for restitution against these third parties to the salePurchaser, assignmentwho shall assume them, transfer and delivery of Purchased Assets to SCHC and for the value with effect as of the rights to Execution Date. 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 extent that 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 acceptablealready effective based on this Agreement, SCHC the Sellers hereby undertake to immediately make any additional declarations required to effect this transfer. 9.3 The Sellers and the Seller Purchaser agree that ownership of the Acquired Assets transferred pursuant to Clauses 9.1 and 9.2 as of the Execution Date shall negotiate be transferred to the Purchaser. If the Sellers have obtained a reduction substitute of any kind for assets that are no longer available as of the Execution Date, this substitute shall also be part of the Purchased Assets and shall be included in the transfer pursuant to Clause 9.2. 9.4 To the extent that the Acquired Assets are intangible assets and/or rights, the Sellers hereby transfer or surrender these assets and/or rights to the Purchaser effective on the Execution Date; the Purchaser hereby accepts this transfer or surrender. 9.5 The Sellers hereby agree to the transfer of the intangible assets and/or property rights specified in Clause 2.2.2 to the Purchaser or a third party appointed by the Purchaser and agree to provide the Purchaser with the documents required for this purpose, to provide all required signatures, to take all required measures, and to do their best to support the Purchaser during the transfer. 9.6 The benefits and burdens, as well as the risk of accidental loss or deterioration of the Acquired Assets to be transferred pursuant to Clauses 9.1 to 9.4, are transferred to the Purchaser effective as of the transfer of possession, otherwise – i.e., if transfer of possession is excluded due to the nature of the Acquired Assets – effective as of the Execution Date. The provisions of § 287 BGB shall not be affected by this. If a transfer of individual assets is, for any reason, not possible on the Execution Date, the Sellers shall grant the Purchaser the greatest possible usage rights, to whit – and to the extent possible – transferable, sub-licensable, worldwide, and exclusive usage rights. The granting of usage rights under Sentence 2 is also included 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; providedSellers are, however, that any and all debts, obligations and liabilities (not released from their duty to transfer the “’Obligations”) assets unless this Agreement expressly foresees another solution. 9.7 Clause 12 shall also apply to the transfer of the Seller relating to Gyronimo Platform technology, in particular the Purchased Assets and Leased Property are specifically excluded from such Purchased Assets and shall remain the Obligations of the Seller after the Closingknow-how associated with it.

Transfer of the Assets. 2.1 THE SELLER agree WANG agrees that, upon the Closing, they 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, WANG agrees at Closing to convey to SCHC all rights to the Lease (the "Lease") whereby Wang 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 the Lease from WANG to SCHC. 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 the Purchased Assets to SCHC and for the value of the rights to the Leased Property to SCHC, and upon the terms and subject to all of the conditions contained herein, SCHC shall pay to Liangcai Zhang RMB63,000,000 Yuan WANG the sum of $6,399,147 (the "Purchase Price") of which $2,519,664 (the "Initial Payment") shall be paid to Wang at the Closing and $3,879,483 shall be paid in cash in or readily available funds within 5 days after the aggregateClosing. 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 annual estimated bromine that can be produced on the Leased Propertyproduction capacity of 3,700 tons, buildings, equipment, xxxxxwells, pipelines, and power circuits cxxxxxts will be acquired owned by SCHC; provided, however, that . SCHC is not assuming and shall not be liable for any and all debts, obligations and liabilities (the “’Obligations”) of the Seller WANG relating to the Purchased Assets and the Leased Property. 2.4 WANG covenants that the $1,106,519 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 ownership of the Leased Property from WANG to SCHC, will be WANG's full responsibility. 2.5 If the transactions contemplated hereunder are specifically excluded from such 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 Wang the sum of $319,957 as liquidated damages and not as a penalty. 2.6 Three days after the Effective Date, SCHC and WANG will both establish an asset assessment team to assess all of the Purchased Assets and shall remain the Obligations of the Seller after the ClosingLeased Property for transfer and conveyance to SCHC.