Appointment of Process Agent. 16.17.1 Each of the Seller and the other Relevant Sellers not incorporated in England and Wales hereby irrevocably appoints Scotts Holdings Limited of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ as its agent to accept service of process in England and Wales in any legal action or proceedings arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by the Seller or the other Relevant Sellers. 16.17.2 Each of the Seller and the other Relevant Sellers agrees to inform the Purchaser in writing of any change of address of such process agent within 28 days of such change. 16.17.3 If such process agent ceases to be able to act as such or to have an address in England and Wales, each of the Seller and the other Relevant Sellers irrevocably agrees to appoint a new process agent in England and Wales acceptable to the Purchaser and to deliver to the Purchaser within 14 days a copy of a written acceptance of appointment by the process agent. 16.17.4 Each of the Purchaser and the other Relevant Purchasers not incorporated in England and Wales hereby irrevocably appoints Cleveland Potash Limited of Boultby Mine, Loftus, Saltburn by the Sea, Cleveland ▇▇▇▇ ▇▇▇ as its agent to accept service of process in England and Wales in any legal action or proceedings arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by the Purchaser or the other Relevant Purchasers. 16.17.5 Each of the Purchaser and the other Relevant Purchasers agrees to inform the Seller in writing of any change of address of such process agent within 28 days of such change. 16.17.6 If such process agent ceases to be able to act as such or to have an address in England and Wales, each of the Purchaser and the other Relevant Purchasers irrevocably agrees to appoint a new process agent in England and Wales acceptable to the Seller and to deliver to the Seller within 14 days a copy of a written acceptance of appointment by the process agent. 16.17.7 Nothing in this Agreement shall affect the right to serve process in any other manner permitted by law or the right to bring proceedings in any other jurisdiction for the purposes of the enforcement or execution of any judgment or other settlement in any other courts. This Agreement has been entered into on the date stated at the beginning. SIGNED by: ▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ and Avi Doitchman /s/ Avi Doitchman on behalf of Israel Chemicals Ltd. SIGNED by ▇▇▇▇▇ ▇. ▇▇▇▇▇ } /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ on behalf of The Scotts Company LLC: SIGNED by ▇▇▇▇▇ ▇. ▇▇▇▇▇ } /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ on behalf of The Scotts Miracle-Gro Company: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Attested by ▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of ▇▇ ▇▇▇▇▇ International Investments Ltd: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ SIGNED by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇: } /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ SIGNED by ▇. ▇. ▇▇▇▇▇▇▇ } /s/ ▇. ▇. ▇▇▇▇▇▇▇ on behalf of Scotts France Holdings SARL: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Attested by ▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of Scotts Holdings Limited: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of Scotts-Sierra Investments,Inc.: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of OMS Investments, Inc.: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Attested by ▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of The Scotts Company (UK) Ltd.: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of Scotts Australia Pty. Ltd.: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of Scotts Poland Sp. z o.o.: SIGNED by name illegible } /s/ signature illegible on behalf of Euro Clearon Netherlands B.V.: SIGNED by name illegible } /s/ signature illegible on behalf of PM Chemicals S.r.l: SIGNED by name illegible } /s/ signature illegible on behalf of ICL North America Inc.: SIGNED by ▇▇. ▇. Kramer } /s/ ▇▇. ▇. Kramer on behalf of Anti Germ France SAS: SIGNED by name illegible and ▇▇▇▇▇▇ ▇▇▇▇▇▇ } /s/ signature illegible and ▇▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of ICL Horticulture UK Limited: SIGNED by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ on behalf of Fibrisol Australia Pty Ltd.: SIGNED by name illegible } /s/ signatures illegible on behalf of ▇▇ ▇▇▇▇▇▇▇ Polska Sp. z.o.o.: SIGNED by T.H.M. Laaper } /s/ T.H.M. Laaper on behalf of Amsterdam Fertilizers B.V.: ▇▇ ▇▇▇▇▇ International Investments Ltd. Scotts International B.V. 120,001 Euro Clearon Netherlands B.V. ▇▇ ▇▇▇▇▇ International Investments Ltd. Scotts Italia S.r.l. 94,525 PM Chemicals S.r.l ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Scotts Italia S.r.l. 4,975 PM Chemicals S.r.l The Scotts Company LLC Scotts-Sierra Horticultural Products Company Class A Common shares: ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc. Class B Common share: ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ SARL 52,155 Anti Germ France SAS Scotts Holdings Limited Scotts France SARL 1 Anti Germ France SAS Scotts-Sierra Investments, Inc. The Scotts Company, Kenya Ltd. 1 Scotts International B.V. OMS Investments, Inc. The Scotts Company, Kenya Ltd. 1 Amsterdam Fertilizers B.V. Scotts-Sierra Investments, Inc. Scotts PBG Malaysia Sdn. Bhd. 50,002 Scotts International B.V. The Scotts Company (UK) Ltd. The Professional Business carried on by The Scotts Company (UK) Ltd. as at Closing, including the properties set out in Part 2 of Schedule 3, the contracts relating to the Professional Business as set out in Schedule 5 and the assets as set out in Part 1 of Schedule 16, excluding, for the avoidance of doubt, the Excluded Assets and the Excluded Liabilities. ICL Horticulture UK Limited Scotts Australia Pty. Ltd. The Professional Business carried on by Scotts Australia Pty. Ltd. as at Closing, including the contracts relating to the Professional Business as set out in Schedule 5, excluding, for the avoidance of doubt, the Excluded Assets and the Excluded Liabilities. Fibrisol Australia Pty Ltd. Scotts Poland Sp. z o.o. The Professional Business carried on by Scotts Poland Sp. z o.o. as at Closing, including the contracts relating to the Professional Business as set out in Schedule 5, excluding, for the avoidance of doubt, the Excluded Assets and the Excluded Liabilities. ▇▇ ▇▇▇▇▇▇▇ Polska Sp. z.o.o. Registered Number: 14027868 Registered/Principal Office: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Date and place of incorporation: 8 January 1975 in Heerlen Issued share capital: 120,001 shares Authorised share capital: 200,000 ordinary shares of €0.15 each Shareholders and shares held: ▇▇ ▇▇▇▇▇ International Investments Ltd.: 120,001 shares (100 per cent. of issued) Directors: Fredericus ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Bosch and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ Secretary: ▇▇▇▇▇▇▇▇ Chance LLP Managing Director/Chief Executive Officer: None 1.1 Particulars of the Subsidiaries
Appears in 1 contract
Sources: Share and Business Sale Agreement (Scotts Miracle-Gro Co)
Appointment of Process Agent. 16.17.1 Each of the Seller and the other Relevant Sellers not incorporated in England and Wales 26.1 Tetra Tech hereby irrevocably appoints Scotts Holdings Limited of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ of ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ as its agent to accept service of process in England and Wales the United Kingdom in any legal action or proceedings arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by the Seller or the other Relevant SellersTetra Tech.
16.17.2 Each of the Seller and the other Relevant Sellers 26.2 Tetra Tech agrees to inform the Purchaser RPS in writing of any change of address of such process agent within 28 days of such change.
16.17.3 26.3 If such process agent Tetra Tech ceases to be able to act as such or to have an address in England and Walesthe United Kingdom, each of the Seller and the other Relevant Sellers Tetra Tech irrevocably agrees to appoint a new process agent in England and Wales the United Kingdom reasonably acceptable to the Purchaser RPS and to deliver confirm to the Purchaser RPS in writing within 14 days a copy of a written acceptance of appointment by the process agent.
16.17.4 Each name of the Purchaser and the other Relevant Purchasers not incorporated in England and Wales hereby irrevocably appoints Cleveland Potash Limited of Boultby Mine, Loftus, Saltburn by the Sea, Cleveland ▇▇▇▇ ▇▇▇ as its agent to accept service of process in England and Wales in any legal action or proceedings arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by the Purchaser or the other Relevant Purchasers.
16.17.5 Each of the Purchaser and the other Relevant Purchasers agrees to inform the Seller in writing of any change of address of such process agent within 28 days of such change.
16.17.6 If such process agent ceases to be able to act as such or to have an address in England and Wales, each of the Purchaser and the other Relevant Purchasers irrevocably agrees to appoint a new process agent in England and Wales acceptable to the Seller and to deliver to the Seller within 14 days a copy of a written acceptance of appointment by the process agentso appointed.
16.17.7 26.4 Nothing in this Agreement shall affect the right to serve process in any other manner permitted by law or the right to bring proceedings in any other jurisdiction for the purposes of the enforcement or execution of any judgment or other settlement in any other courts. This Cooperation Agreement has been entered into on DLA Piper | 20 In this Schedule 1, references to an "award" include, where the context requires, a conditional right to acquire, or an option over, RPS Shares (or a right to receive a cash sum equal in value to RPS Shares, less any applicable exercise price, whether notional or otherwise) granted pursuant to the RPS Share Plans. In the event the Transaction is effected by way of an Offer, references to "Court Sanction Date" in this Schedule 1 will be read as if they refer to the date stated at on which the beginning. SIGNED by: ▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ and Avi Doitchman /s/ Avi Doitchman on behalf of Israel Chemicals Ltd. SIGNED by ▇▇▇▇▇ ▇. ▇▇▇▇▇ } /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ on behalf of The Scotts Company LLC: SIGNED by ▇▇▇▇▇ ▇. ▇▇▇▇▇ } /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ on behalf of The Scotts Miracle-Gro Company: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Attested by ▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of ▇▇ ▇▇▇▇▇ International Investments Ltd: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ SIGNED by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇: } /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ SIGNED by ▇. ▇. ▇▇▇▇▇▇▇ } /s/ ▇. ▇. ▇▇▇▇▇▇▇ on behalf of Scotts France Holdings SARL: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Attested by ▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of Scotts Holdings Limited: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of Scotts-Sierra Investments,Inc.: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of OMS InvestmentsOffer becomes or is declared unconditional in all respects or, Inc.: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Attested by ▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of The Scotts Company (UK) Ltd.: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of Scotts Australia Pty. Ltd.: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of Scotts Poland Sp. z o.o.: SIGNED by name illegible } /s/ signature illegible on behalf of Euro Clearon Netherlands B.V.: SIGNED by name illegible } /s/ signature illegible on behalf of PM Chemicals S.r.l: SIGNED by name illegible } /s/ signature illegible on behalf of ICL North America Inc.: SIGNED by ▇▇. ▇. Kramer } /s/ ▇▇. ▇. Kramer on behalf of Anti Germ France SAS: SIGNED by name illegible and ▇▇▇▇▇▇ ▇▇▇▇▇▇ } /s/ signature illegible and ▇▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of ICL Horticulture UK Limited: SIGNED by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ on behalf of Fibrisol Australia Pty Ltd.: SIGNED by name illegible } /s/ signatures illegible on behalf of ▇▇ ▇▇▇▇▇▇▇ Polska Sp. z.o.o.: SIGNED by T.H.M. Laaper } /s/ T.H.M. Laaper on behalf of Amsterdam Fertilizers B.V.: ▇▇ ▇▇▇▇▇ International Investments Ltd. Scotts International B.V. 120,001 Euro Clearon Netherlands B.V. ▇▇ ▇▇▇▇▇ International Investments Ltd. Scotts Italia S.r.l. 94,525 PM Chemicals S.r.l ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Scotts Italia S.r.l. 4,975 PM Chemicals S.r.l The Scotts Company LLC Scotts-Sierra Horticultural Products Company Class A Common shares: ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc. Class B Common share: ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ SARL 52,155 Anti Germ France SAS Scotts Holdings Limited Scotts France SARL 1 Anti Germ France SAS Scotts-Sierra Investments, Inc. The Scotts Company, Kenya Ltd. 1 Scotts International B.V. OMS Investments, Inc. The Scotts Company, Kenya Ltd. 1 Amsterdam Fertilizers B.V. Scotts-Sierra Investments, Inc. Scotts PBG Malaysia Sdn. Bhd. 50,002 Scotts International B.V. The Scotts Company (UK) Ltd. The Professional Business carried on by The Scotts Company (UK) Ltd. as at Closing, including the properties set out in Part 2 of Schedule 3where appropriate, the contracts relating date on which Tetra Tech obtains control of RPS pursuant to the Professional Business Offer. Tetra Tech and RPS agree that the Scheme Record Time (as set out defined in Schedule 5 the 2.7 Announcement) shall take place after the Sanction Hearing to allow those participants in the RPS Share Plans who acquire RPS Shares on or before the Sanction Hearing (including where awards vest and/or are exercised upon the Court sanctioning the Scheme and such awards are settled by the assets as set out in Part 1 delivery of Schedule 16, excludingRPS Shares shortly following the Sanction Hearing) to have those RPS Shares acquired by Tetra Tech and dealt with through the Scheme (rather than, for the avoidance of doubt, the Excluded Assets and the Excluded Liabilities. ICL Horticulture UK Limited Scotts Australia Pty. Ltd. The Professional Business carried on those RPS Shares being acquired by Scotts Australia Pty. Ltd. as at Closing, including the contracts relating Tetra Tech pursuant to the Professional Business as set out amendment that is expected to be made to RPS’s articles of association in Schedule 5, excluding, for connection with the avoidance of doubt, the Excluded Assets and the Excluded Liabilities. Fibrisol Australia Pty Ltd. Scotts Poland Sp. z o.o. The Professional Business carried on by Scotts Poland Sp. z o.o. as at Closing, including the contracts relating to the Professional Business as set out in Schedule 5, excluding, for the avoidance of doubt, the Excluded Assets and the Excluded Liabilities. ▇▇ ▇▇▇▇▇▇▇ Polska Sp. z.o.o. Registered Number: 14027868 Registered/Principal Office: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Date and place of incorporation: 8 January 1975 in Heerlen Issued share capital: 120,001 shares Authorised share capital: 200,000 ordinary shares of €0.15 each Shareholders and shares held: ▇▇ ▇▇▇▇▇ International Investments Ltd.: 120,001 shares (100 per cent. of issued) Directors: Fredericus ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Bosch and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ Secretary: ▇▇▇▇▇▇▇▇ Chance LLP Managing Director/Chief Executive Officer: None
1.1 Particulars of the SubsidiariesTransaction).
Appears in 1 contract
Appointment of Process Agent. 16.17.1 Each of the Seller and the other Relevant 15.22.1 The Sellers not incorporated in England and Wales each hereby irrevocably appoints Scotts Holdings Limited appoint InterContinental Hotels Group PLC of ▇▇▇▇▇▇▇▇6▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇Windsor, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Berkshire, SL4 3HD as its their agent to accept service of process in England and Wales in any legal action or proceedings arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by the Seller or the other Relevant Sellers.
16.17.2 Each of the Seller and the other Relevant 15.22.2 The Sellers agrees agree to inform the Purchaser Purchasers in writing of any change of address of such process agent within 28 days of such change.
16.17.3 15.22.3 If such process agent ceases to be able to act as such or to have an address in England and WalesEngland, each of the Seller and the other Relevant Sellers irrevocably agrees agree to appoint a new process agent in England and Wales acceptable to the Principal Purchaser and to deliver to the Purchaser Purchasers within 14 days a copy of a written acceptance of appointment by the process agent.
16.17.4 Each of the Purchaser and the other Relevant 15.22.4 The Purchasers not incorporated in England and Wales hereby irrevocably appoints Cleveland Potash appoint Westmont Management Limited of Boultby MineT▇▇▇ ▇▇▇▇▇, Loftus, Saltburn by the Sea, Cleveland ▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, Wimbledon, London SW19 4DT as its agent to accept service of process in England and Wales in any legal action or proceedings arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by the Purchaser or the other Relevant Purchasers.
16.17.5 Each of the Purchaser and the other Relevant 15.22.5 The Purchasers agrees agree to inform the Seller in writing of any change of address of such process agent within 28 days of such change.
16.17.6 15.22.6 If such process agent ceases to be able to act as such or to have an address in England and WalesEngland, each of the Purchaser and the other Relevant Purchasers irrevocably agrees agree to appoint a new process agent in England and Wales acceptable to the Principal Seller and to deliver to the Principal Seller within 14 days a copy of a written acceptance of appointment by the process agent.
16.17.7 15.22.7 The Purchasers’ Guarantor hereby irrevocably appoints Westmont Management Limited of T▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Wimbledon, London SW19 4DT as its agent to accept service of process in England in any legal action or proceedings arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by the Purchasers’ Guarantor.
15.22.8 The Purchasers’ Guarantor agrees to inform the Principal Seller in writing of any change of address of such process agent within 28 days of such change.
15.22.9 If such process agent ceases to be able to act as such or to have an address in England, the Purchasers’ Guarantor irrevocably agrees to appoint a new process agent in England acceptable to the Principal Seller and to deliver to the Principal Seller within 14 days a copy of a written acceptance of appointment by the process agent.
15.22.10 Nothing in this Agreement shall affect the right to serve process in any other manner permitted by law or the right to bring proceedings in any other jurisdiction for the purposes of the enforcement or execution of any judgment or other settlement in any other courts. This In witness whereof this Agreement has been entered into on the date stated at the beginningduly executed. SIGNED byby /s/ Jörg Schmittem on behalf of BHR Holdings BV: SIGNED by /s/ Jörg Schmittem on behalf of Six Continents International Holdings BV: SIGNED by /s/ Jörg Schmittem on behalf of BHR Luxembourg S.à r.▇▇.: SIGNED by /s/ Jörg Schmittem on behalf of HH Hotels (EMEA) BV: SIGNED by /s/ Nigel Stocks on behalf of Intercontinental Hotels Group (España) SA: SIGNED by /s/ A▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ and Avi Doitchman /s/ Avi Doitchman on behalf of Israel Chemicals Ltd. SIGNED by ▇▇▇▇▇ ▇. ▇▇▇▇▇ } /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ on behalf of The Scotts Company Holiday Inns (Germany) LLC: SIGNED by ▇▇▇▇▇ ▇. ▇▇▇▇▇ } /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Jörg Schmittem on behalf of The Scotts Miracle-Gro CompanyBHR Overseas (Finance) BV: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Attested by ▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of ▇▇ ▇▇▇▇▇ International Investments Ltd: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ SIGNED by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇: } /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ SIGNED by ▇. ▇. ▇▇▇▇▇▇▇ } /s/ ▇. ▇. ▇▇▇▇▇▇▇ on behalf of Scotts France Holdings SARLCooperatie Westbridge Europe I U.A.: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Attested by ▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of Scotts Holdings Limited: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of Scotts-Sierra Investments,Inc.: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of OMS Investments, Inc.: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Attested by ▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of The Scotts Company (UK) Ltd.: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of Scotts Australia Pty. Ltd.: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of Scotts Poland Sp. z o.o.: SIGNED by name illegible } /s/ signature illegible on behalf of Euro Clearon Netherlands B.V.: SIGNED by name illegible } /s/ signature illegible on behalf of PM Chemicals S.r.l: SIGNED by name illegible } /s/ signature illegible on behalf of ICL North America Inc.: SIGNED by ▇▇. ▇. Kramer } /s/ ▇▇. ▇. Kramer on behalf of Anti Germ France SAS: SIGNED by name illegible and ▇▇▇▇▇▇ ▇▇▇▇▇▇ } /s/ signature illegible and ▇▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of ICL Horticulture UK Limited: SIGNED by K▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ } on behalf of Westbridge Hospitality Fund L.P.: SIGNED by /s/ ▇▇on behalf of W.E. I Germany Holding GmbH: SIGNED by /s/ on behalf of W.E. I BVH GmbH: SIGNED by /s/ on behalf of W.E. I HOB GmbH: SIGNED by /s/ on behalf of W.E. I LIMNA GmbH: SIGNED by /s/ on behalf of W.E. I Object Hamburg K▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ on behalf of Fibrisol Australia Pty Ltd.: SIGNED by name illegible } /s/ signatures illegible on behalf of ▇▇ ▇▇▇▇▇▇▇ Polska Sp. z.o.o.: SIGNED by T.H.M. Laaper } /s/ T.H.M. Laaper on behalf of Amsterdam Fertilizers B.V.: ▇▇ ▇▇▇▇▇ International Investments Ltd. Scotts International B.V. 120,001 Euro Clearon Netherlands B.V. ▇▇ ▇▇▇▇▇ International Investments Ltd. Scotts Italia S.r.l. 94,525 PM Chemicals S.r.l ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Scotts Italia S.r.l. 4,975 PM Chemicals S.r.l The Scotts Company LLC Scotts-Sierra Horticultural Products Company Class A Common shares: ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc. Class B Common share: ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ SARL 52,155 Anti Germ France SAS Scotts Holdings Limited Scotts France SARL 1 Anti Germ France SAS Scotts-Sierra Investments, Inc. The Scotts Company, Kenya Ltd. 1 Scotts International B.V. OMS Investments, Inc. The Scotts Company, Kenya Ltd. 1 Amsterdam Fertilizers B.V. Scotts-Sierra Investments, Inc. Scotts PBG Malaysia Sdn. Bhd. 50,002 Scotts International B.V. The Scotts Company (UK) Ltd. The Professional Business carried on by The Scotts Company (UK) Ltd. as at Closing, including the properties set out in Part 2 of Schedule 3, the contracts relating to the Professional Business as set out in Schedule 5 and the assets as set out in Part 1 of Schedule 16, excluding, for the avoidance of doubt, the Excluded Assets and the Excluded Liabilities. ICL Horticulture UK Limited Scotts Australia Pty. Ltd. The Professional Business carried on by Scotts Australia Pty. Ltd. as at Closing, including the contracts relating to the Professional Business as set out in Schedule 5, excluding, for the avoidance of doubt, the Excluded Assets and the Excluded Liabilities. Fibrisol Australia Pty Ltd. Scotts Poland Sp. z o.o. The Professional Business carried on by Scotts Poland Sp. z o.o. as at Closing, including the contracts relating to the Professional Business as set out in Schedule 5, excluding, for the avoidance of doubt, the Excluded Assets and the Excluded Liabilities. ▇▇ ▇▇▇▇▇▇▇ Polska Sp. z.o.o. Registered Number: 14027868 Registered/Principal Office: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Date and place of incorporation: 8 January 1975 in Heerlen Issued share capital: 120,001 shares Authorised share capital: 200,000 ordinary shares of €0.15 each Shareholders and shares held: ▇▇ ▇▇▇▇▇ International Investments Ltd.: 120,001 shares (100 per cent. of issued) Directors: Fredericus ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Bosch and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ Secretary: ▇▇▇▇▇▇▇▇ Chance LLP Managing Director/Chief Executive Officer: None
1.1 Particulars of the SubsidiariesStraße GmbH:
Appears in 1 contract
Sources: Sale and Purchase Agreement (Intercontinental Hotels Group PLC /New/)
Appointment of Process Agent. 16.17.1 Each of the Seller and the other Relevant Sellers not incorporated in England and Wales
12.12.1 The Purchaser hereby irrevocably appoints Scotts Holdings Evermax Enterprises Limited of ▇▇▇▇▇▇▇Room 3305, China Resources Building, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ as its agent to accept service of process in England and Wales Hong Kong in any legal action or proceedings arising out of or in connection with this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by the Seller or the other Relevant SellersPurchaser.
16.17.2 Each of 12.12.2 The Purchaser shall inform the Seller and the other Relevant Sellers agrees to inform the Purchaser in writing of any change of address of such process agent within 28 14 days of such change.
16.17.3 12.12.3 If such process agent ceases to be able to act as such or to have an address in England and WalesHong Kong, each of the Seller and the other Relevant Sellers Purchaser irrevocably agrees to appoint a new process agent in England and Wales acceptable to the Purchaser and to deliver to the Purchaser within 14 days a copy of a written acceptance of appointment by the process agent.
16.17.4 Each of the Purchaser and the other Relevant Purchasers not incorporated in England and Wales hereby irrevocably appoints Cleveland Potash Limited of Boultby Mine, Loftus, Saltburn by the Sea, Cleveland ▇▇▇▇ ▇▇▇ as its agent to accept service of process in England and Wales in any legal action or proceedings arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by the Purchaser or the other Relevant Purchasers.
16.17.5 Each of the Purchaser and the other Relevant Purchasers agrees to inform the Seller in writing of any change of address of such process agent within 28 days of such change.
16.17.6 If such process agent ceases to be able to act as such or to have an address in England and Wales, each of the Purchaser and the other Relevant Purchasers irrevocably agrees to appoint a new process agent in England and Wales Hong Kong acceptable to the Seller and to deliver to the Seller within 14 days a copy of a written acceptance of appointment by the process agent.
16.17.7 12.12.4 Nothing in this Agreement shall affect the right to serve process in any other manner permitted by law or the right to bring proceedings in any other jurisdiction for the purposes of the enforcement or execution of any judgment or other settlement in any other courts. This Agreement has been entered into on the date stated at the beginninglaw. SIGNED by: ▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ and Avi Doitchman /s/ Avi Doitchman by [●] on behalf of Israel Chemicals Ltd. R&F PROPERTIES (HK) COMPANY LIMITED 富力地 產(香港)有限公司: Signature SIGNED by ▇▇▇▇▇ ▇. ▇▇▇▇▇ } /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ [●] on behalf of The Scotts Company LLCLONDON ONE LIMITED: SIGNED by ▇▇▇▇▇ ▇. ▇▇▇▇▇ } /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ on behalf Signature Schedule 1 Country of The Scotts Miracle-Gro Companyincorporation: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Attested by ▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of ▇▇ ▇▇▇▇▇ International Investments LtdHong Kong Registered number: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ SIGNED by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇1963680 Registered office: } /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ SIGNED by ▇. ▇. ▇▇▇▇▇▇▇ } /s/ ▇. ▇. ▇▇▇▇▇▇▇ on behalf of Scotts France Holdings SARL: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Attested by ▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of Scotts Holdings Limited: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of Scotts-Sierra Investments,Inc.: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of OMS Investments, Inc.: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Attested by ▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of The Scotts Company (UK) Ltd.: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of Scotts Australia Pty. Ltd.: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of Scotts Poland Sp. z o.o.: SIGNED by name illegible } /s/ signature illegible on behalf of Euro Clearon Netherlands B.V.: SIGNED by name illegible } /s/ signature illegible on behalf of PM Chemicals S.r.l: SIGNED by name illegible } /s/ signature illegible on behalf of ICL North America Inc.: SIGNED by ▇▇. ▇. Kramer } /s/ ▇▇. ▇. Kramer on behalf of Anti Germ France SAS: SIGNED by name illegible and ▇▇▇▇▇▇ ▇▇▇▇▇▇ } /s/ signature illegible and ▇▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of ICL Horticulture UK Limited: SIGNED by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ on behalf of Fibrisol Australia Pty Ltd.: SIGNED by name illegible } /s/ signatures illegible on behalf of ▇▇ ▇▇▇▇▇▇▇ Polska Sp. z.o.o.: SIGNED by T.H.M. Laaper } /s/ T.H.M. Laaper on behalf of Amsterdam Fertilizers B.V.: ▇▇ ▇▇▇▇▇ International Investments Ltd. Scotts International B.V. 120,001 Euro Clearon Netherlands B.V. ▇▇ ▇▇▇▇▇ International Investments Ltd. Scotts Italia S.r.l. 94,525 PM Chemicals S.r.l ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Scotts Italia S.r.l. 4,975 PM Chemicals S.r.l The Scotts Company LLC Scotts-Sierra Horticultural Products Company Class A Common shares: ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc. Class B Common share: ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ SARL 52,155 Anti Germ France SAS Scotts Holdings Limited Scotts France SARL 1 Anti Germ France SAS Scotts-Sierra Investments, Inc. The Scotts Company, Kenya Ltd. 1 Scotts International B.V. OMS Investments, Inc. The Scotts Company, Kenya Ltd. 1 Amsterdam Fertilizers B.V. Scotts-Sierra Investments, Inc. Scotts PBG Malaysia Sdn. Bhd. 50,002 Scotts International B.V. The Scotts Company (UK) Ltd. The Professional Business carried on by The Scotts Company (UK) Ltd. as at Closing, including the properties set out in Part 2 of Schedule 3, the contracts relating to the Professional Business as set out in Schedule 5 and the assets as set out in Part 1 of Schedule 16, excluding, for the avoidance of doubt, the Excluded Assets and the Excluded Liabilities. ICL Horticulture UK Limited Scotts Australia Pty. Ltd. The Professional Business carried on by Scotts Australia Pty. Ltd. as at Closing, including the contracts relating to the Professional Business as set out in Schedule 5, excluding, for the avoidance of doubt, the Excluded Assets and the Excluded Liabilities. Fibrisol Australia Pty Ltd. Scotts Poland Sp. z o.o. The Professional Business carried on by Scotts Poland Sp. z o.o. as at Closing, including the contracts relating to the Professional Business as set out in Schedule 5, excluding, for the avoidance of doubt, the Excluded Assets and the Excluded Liabilities. ▇▇ ▇▇▇▇▇▇▇ Polska Sp. z.o.o. Registered Number: 14027868 Registered/Principal Office: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇, ▇▇▇▇ ▇▇ ▇▇▇Room ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇ ▇▇▇▇▇’▇ ▇▇▇▇, ▇▇▇▇▇▇▇ Date and place of incorporation: 8 January 1975 in Heerlen 6 September 2013, Hong Kong Issued share capital: 120,001 shares Authorised share capital: 200,000 ordinary shares of €0.15 each Shareholders HKD 200,000,001 Registered shareholders and shares held: 100 ordinary shares held by R&F Properties (HK) Company Limited 富力地產(香港)有限公司 Beneficial shareholders and shares held: 100 ordinary shares held by R&F Properties (HK) Company Limited 富力地產(香港)有限公司 Directors: ▇▇▇ ▇▇▇ ▇▇ and ▇▇▇▇▇▇▇ ▇▇▇ Company secretary: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Accounting reference date: 31 December Country of incorporation: England and Wales Registered number: 14101591 Registered office: ▇▇ ▇▇▇▇▇ International Investments Ltd.: 120,001 shares (100 per cent. of issued) Directors: Fredericus ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ Bosch ▇▇▇ Date and place of incorporation: 11 May 2022, Companies House, Cardiff Issued share capital: £1.00 Registered shareholders and shares held: 1 ordinary share held by R&F International Real Estate Investment Co. Limited 富力國際地產投資有限公司 Beneficial shareholders and shares held: 1 ordinary share held by R&F International Real Estate Investment Co. Limited 富力國際地產投資有限公司 Directors: ▇▇▇ ▇▇▇ ▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇ Accounting reference date: 31 December Country of incorporation: England and Wales Registered number: 14102235 Registered office: ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Date and place of incorporation: 12 May 2022, Companies House, Cardiff Issued share capital: £ 1.00 Registered shareholders and shares held: 1 ordinary share held by R&F International Sub 1 Limited Beneficial shareholders and shares held: 1 ordinary share held by R&F International Sub 1 Limited Directors: ▇▇▇ Secretary: ▇▇▇ ▇▇ and ▇▇▇▇▇▇▇▇ Chance LLP Managing Director/Chief Executive Officer▇▇▇▇ Accounting reference date: None
1.1 Particulars 31 December Country of incorporation: England and Wales Registered number: 14102473 Registered office: ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Date and place of incorporation: 12 May 2022, Companies House, Cardiff Issued share capital: £ 1.00 Registered shareholders and shares held: 1 ordinary share held by R&F International Sub 2 Limited Beneficial shareholders and shares held: 1 ordinary share held by R&F International Sub 2 Limited Directors: ▇▇▇ ▇▇▇ ▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇ Accounting reference date: 31 December Country of incorporation: England and Wales Registered number: 8707803 Registered office: ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Date and place of incorporation: 26 September 2013, Companies House, Cardiff Issued share capital: £ 100,000.00 Registered shareholders and shares held: 100,000 ordinary shares held by R&F International Sub 3 Limited Beneficial shareholders and shares held: 100,000 ordinary shares held by R&F International Sub 3 Limited Directors: ▇▇▇ ▇▇▇ ▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇ Accounting reference date: 31 December Country of incorporation: England and Wales Registered number: 8707781 Registered office: ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Date and place of incorporation: 26 September 2013, Companies House, Cardiff Issued share capital: £ 10,000.00 Registered shareholders and shares held as at the SubsidiariesClosing Date: 10,000 ordinary shares held by R&F International Sub 3 Limited Beneficial shareholders and shares held as at the Closing Date: 10,000 ordinary shares held by R&F International Sub 3 Limited Directors: ▇▇▇ ▇▇▇ ▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇ Accounting reference date: 31 December Country of incorporation: England and Wales Registered number: 15033583 Registered office: ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Date and place of incorporation: 27 July 2023, Companies House, Cardiff Issued share capital: £ 1.00 Registered shareholders and shares held as at the Closing Date: 1 ordinary share held by R&F International Real Estate Investment Co. Limited 富力國際地產投資有限公司 Beneficial shareholders and shares held as at the Closing Date: 1 ordinary share held by R&F International Real Estate Investment Co. Limited 富力國際地產投資有限公司 Directors: ▇▇▇ ▇▇▇ ▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇ Accounting reference date: 31 December Schedule 2 Closing Obligations (Clause 6)
Appears in 1 contract
Sources: Letter of Intent
Appointment of Process Agent. 16.17.1 Each of the 9.14.1 The Seller and the other Relevant Sellers not incorporated in England and Wales hereby irrevocably appoints Scotts Holdings Caesars Asia Limited of 18th Floor, Two Chinachem Plaza, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ as its agent to accept service of process in England and Wales Hong Kong in any legal action or proceedings arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by the Seller or the other Relevant SellersSeller.
16.17.2 Each of the 9.14.2 The Seller and the other Relevant Sellers agrees to inform the Purchaser in writing of any change of address of such process agent within 28 fourteen (14) days of such change.
16.17.3 9.14.3 If such process agent ceases to be able to act as such or to have an address in England and WalesHong Kong, each of the Seller and the other Relevant Sellers irrevocably agrees to appoint a new process agent in England and Wales acceptable to the Purchaser Hong Kong and to deliver to the Purchaser within 14 fourteen (14) days a copy of a written acceptance of appointment by the process agent.
16.17.4 Each of the 9.14.4 The Purchaser and the other Relevant Purchasers not incorporated in England and Wales hereby irrevocably appoints Cleveland Potash Limited DLA Piper Hong Kong of Boultby Mine17th Floor, LoftusThe Landmark, Saltburn by the Sea15 Queen’s Road, Cleveland ▇▇▇▇ ▇▇▇ Central, Hong Kong as its agent to accept service of process in England and Wales Hong Kong in any legal action or proceedings arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by the Purchaser or the other Relevant PurchasersPurchaser.
16.17.5 Each of the 9.14.5 The Purchaser and the other Relevant Purchasers agrees to inform the Seller in writing of any change of address of such process agent within 28 fourteen (14) days of such change.
16.17.6 9.14.6 If such process agent ceases to be able to act as such or to have an address in England and WalesHong Kong, each of the Purchaser and the other Relevant Purchasers irrevocably agrees to appoint a new process agent in England and Wales acceptable to the Seller Hong Kong and to deliver to the Seller within 14 fourteen (14) days a copy of a written acceptance of appointment by the process agent.
16.17.7 9.14.7 Nothing in this Agreement shall affect the right to serve process in any other manner permitted by law or the right to bring proceedings in any other jurisdiction for the purposes of the enforcement or execution of any judgment or other settlement in any other courts. This In witness whereof this Agreement has been entered into on the date stated at the beginningduly executed. SIGNED by /s/ Authorized Representativeon behalf of CAESARS ENTERTAINMENT OPERATING COMPANY, INC. A16422340 SIGNED by/s/ Authorized Representativeon behalf of PEARL DYNASTY INVESTMENTS LIMITED A16422340 Name of Company: VLO Development Corporation Registered number: 1416870 Registered office: ▇.▇. ▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ and Avi Doitchman /s/ Avi Doitchman on behalf of Israel Chemicals Ltd. SIGNED by ▇▇▇▇▇ ▇. ▇▇▇▇▇ } /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ on behalf of The Scotts Company LLC: SIGNED by ▇▇▇▇▇ ▇. ▇▇▇▇▇ } /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ on behalf of The Scotts Miracle-Gro Company: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Attested by ▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of ▇▇ ▇▇▇▇▇ International Investments Ltd: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ SIGNED by , ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Road Town, Tortola, the BVI Date and place of incorporation: } /s/ 5 July 2007 / the BVI Authorised and issued capital: 50,000 / 1 Shareholder and shares held: The Seller - 100% Directors: ▇▇▇▇ ▇. LovemanMichael ▇. ▇▇▇▇▇ Secretary: N/A Name of Company: VFC Development Corporation Registered number: 1416848 Registered office: ▇.▇. ▇▇▇ ▇▇▇▇▇▇▇▇ SIGNED by ▇. ▇. ▇▇▇▇▇▇▇ } /s/ ▇. ▇. ▇▇▇▇▇▇▇ on behalf of Scotts France Holdings SARL: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Attested by ▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of Scotts Holdings Limited: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of Scotts-Sierra Investments,Inc.: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of OMS Investments, Inc.: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Attested by ▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of The Scotts Company (UK) Ltd.: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of Scotts Australia Pty. Ltd.: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of Scotts Poland Sp. z o.o.: SIGNED by name illegible } /s/ signature illegible on behalf of Euro Clearon Netherlands B.V.: SIGNED by name illegible } /s/ signature illegible on behalf of PM Chemicals S.r.l: SIGNED by name illegible } /s/ signature illegible on behalf of ICL North America Inc.: SIGNED by ▇▇. ▇. Kramer } /s/ ▇▇. ▇. Kramer on behalf of Anti Germ France SAS: SIGNED by name illegible and ▇▇▇▇▇▇ ▇▇▇▇▇▇ } /s/ signature illegible and ▇▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of ICL Horticulture UK Limited: SIGNED by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Road Town, Tortola, the BVI Date and place of incorporation: 5 July 2007 / the BVI Authorised and issued capital: 50,000 / 1 Shareholder and shares held: The Seller - 100% Directors: ▇▇▇▇ } /s/ ▇. LovemanMichael ▇. ▇▇▇▇▇ Secretary: N/A Name of Subsidiary: Macau Orient Investment LimitedMacau Orient Investimentos, Limitada Registered number: 14731 SO Registered office: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ on behalf of Fibrisol Australia Pty Ltd.: SIGNED by name illegible } /s/ signatures illegible on behalf of ▇▇ ▇▇▇▇▇▇▇ Polska Sp. z.o.o.: SIGNED by T.H.M. Laaper } /s/ T.H.M. Laaper on behalf of Amsterdam Fertilizers B.V.: ▇▇ ▇▇▇▇▇ International Investments Ltd. Scotts International B.V. 120,001 Euro Clearon Netherlands B.V. ▇▇ ▇▇▇▇▇ International Investments Ltd. Scotts Italia S.r.l. 94,525 PM Chemicals S.r.l ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Scotts Italia S.r.l. 4,975 PM Chemicals S.r.l The Scotts Company LLC Scotts-Sierra Horticultural Products Company Class A Common shares: ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ Inc. Class B Common share▇▇▇, Edifício Comercial ▇▇▇ ▇▇▇▇, 20º andar, em Macau Date and place of incorporation: 20 July 2001 / Macau Capital: MOP$100,000 Shareholders and quotas held: VLO Development Corporation – 99%VFC Development Corporation – 1% Directors: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. TightMichael ▇. ▇▇▇▇▇ Name of Subsidiary: Ou Toi Investment Company LimitedOu Toi Investimento, Limitada Registered number: 14821 SO Registered office: ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇, Edifício Comercial ▇▇▇ ▇▇▇▇, 20º andar, em Macau Date and place of incorporation: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ SARL 52,155 Anti Germ France SAS Scotts Holdings Limited Scotts France SARL 1 Anti Germ France SAS Scotts-Sierra Investments, Inc. The Scotts Company, Kenya Ltd. 1 Scotts International B.V. OMS Investments, Inc. The Scotts Company, Kenya Ltd. 1 Amsterdam Fertilizers B.V. Scotts-Sierra Investments, Inc. Scotts PBG Malaysia Sdn. Bhd. 50,002 Scotts International B.V. The Scotts Company (UK) Ltd. The Professional Business carried on by The Scotts Company (UK) Ltd. as at Closing, including the properties set out in Part 2 of Schedule 3, the contracts relating to the Professional Business as set out in Schedule 5 and the assets as set out in Part 1 of Schedule 16, excluding, for the avoidance of doubt, the Excluded Assets and the Excluded Liabilities. ICL Horticulture UK Limited Scotts Australia Pty. Ltd. The Professional Business carried on by Scotts Australia Pty. Ltd. as at Closing, including the contracts relating to the Professional Business as set out in Schedule 5, excluding, for the avoidance of doubt, the Excluded Assets and the Excluded Liabilities. Fibrisol Australia Pty Ltd. Scotts Poland Sp. z o.o. The Professional Business carried on by Scotts Poland Sp. z o.o. as at Closing, including the contracts relating to the Professional Business as set out in Schedule 5, excluding, for the avoidance of doubt, the Excluded Assets and the Excluded Liabilities. ▇▇ ▇▇/ ▇▇▇▇▇ Polska Sp. z.o.o. Registered NumberCapital: 14027868 Registered/Principal OfficeMOP$100,000 Shareholders and quotas held: Macau Orient Investment Limited – 80%VLO Development Corporation – 20% Directors: ▇▇▇▇ ▇. LovemanSteven M. TightMichael ▇▇▇▇▇. ▇▇▇▇▇ Name of Subsidiary: Caesars Golf Macau LimitedCaesars Golfe Macau, S.A. Registered number: 14995 SO Registered office: ▇-▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇, Edifício Comercial ▇▇▇ ▇▇▇▇, 20º andar, em Macau Date and place of incorporation: 7 September 2001 / Macau Capital: MOP$5,000,000 divided into 5,000 ordinary shares of MOP$1,000 each Shareholders and shares held: Ou Toi Investment Company Limited – 1,750 ordinary shares (35%) Macau Orient Investment Limited – 3,150 ordinary shares (63%)VLO Development Corporation – 100 ordinary shares (2%) Directors: ▇▇▇▇ ▇. LovemanSteven M. TightMichael ▇. ▇▇▇▇▇ Secretary: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Supervisory Board: CSC & Associates, Auditors Ou Toi Investment Company Limited Certain real property situated between Taipa and Coloane Islands in Macau, in the vicinity of Taipa-Coloane Causeway and Lotus Road, constituting approximately 708,346 square meters, leased by the Government of Macau to Ou Toi Investment Company Limited under and in accordance with the terms of Despatch No. 6/2002 by the Secretary for Transport and Public Works, published on January 30, 2002, in issue ▇▇. ▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Date and place of incorporation: 8 January 1975 in Heerlen Issued share capital: 120,001 shares Authorised share capital: 200,000 ordinary shares of €0.15 each Shareholders and shares held: ▇▇ ▇▇▇▇▇ International Investments Ltd.: 120,001 shares (100 per cent. of issued) Directors: Fredericus ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Bosch and ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ Secretary: ▇▇▇▇▇▇▇▇ Chance LLP Managing Director/Chief Executive Officer: NoneGovernment Gazette (“Despatch”), and registered with number 23068(B,) in the Land and Buildings Registry of Macau and registered thereto in favour of Ou Toi under registration number 26853 of Book F. On Closing, the Seller shall deliver or make available to the Purchaser or as the Purchaser may reasonably direct, the following originals:
1.1 Particulars instruments of transfer effecting the transfer of all of the Shares from the Seller to the Purchaser, duly executed and dated by it, in the forms attached as Exhibit A;
1.2 share certificates representing all of the Shares;
1.3 the completed documents to facilitate the changing of the bank mandates of the Subsidiaries in the Agreed Form and identifying such persons as designated by the Purchaser as the new signatories;
1.4 duly written up-to-date shareholders' register of each of the Companies and Caesars Golf and currently valid share certificates of the shares of Caesars Golf;
1.5 letter to the registered agent of each of the Companies in the Agreed Form dated the date of Closing and signed by a director (and the client of record) instructing the registered agent to change the client of record to such person as designated by the Purchaser;
1.6 written resignations in the Agreed Form (legalised by a notary where required) of all directors, supervisory board members and secretary, as applicable, of each of the Group Companies, to take effect on Closing;
1.7 certificate of incorporation of each of the Companies;
1.8 all chops kept by the Subsidiaries, namely:
Appears in 1 contract
Sources: Share Purchase Agreement (CAESARS ENTERTAINMENT Corp)
Appointment of Process Agent. 16.17.1 Each of 23.1 The Seller appoints the Seller and the other Relevant Sellers not incorporated in England and Wales hereby irrevocably appoints Scotts Holdings Limited of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Seller’s Solicitors as its agent to accept receive on its behalf in England service of process in England and Wales in any legal action or proceedings arising out of or in connection with this Agreement, service upon whom agreement. Service of any proceedings on such agent shall be deemed completed effective whether or not forwarded to or received a copy is served on the Seller
23.2 The appointment under clause 23.1 may not be revoked by the Seller or unless the other Relevant SellersSeller has previously appointed a substitute process agent to act in place of the Seller’s Solicitors for the purposes set out in clause 23.1 and has given written notice to the Buyer of such appointment.
16.17.2 Each of 23.3 If the Buyer notifies the Seller and that it has become aware that the other Relevant Sellers agrees to inform the Purchaser in writing of any change of address of such process agent within 28 days of such change.appointed under this clause:
16.17.3 If such process agent ceases (a) has ceased to be able to act as such or to have agent;
(b) no longer has an address in England England; or
(c) has notified the Buyer that it declines or has ceased to act as agent, The Seller shall within five Business Days appoint a substitute acceptable to the Buyer and Wales, each deliver to the Buyer details of the new agent’s name, address and fax number.
23.4 If the Seller and the other Relevant Sellers irrevocably agrees fails to appoint a new process substitute agent in England and Wales acceptable accordance with clause 22.3, the Buyer may by written notice to the Purchaser and Seller appoint a replacement agent to deliver to act on the Purchaser within 14 days Seller’s behalf.
23.5 If the Buyer serves any document on a replacement agent appointed by the Buyer in accordance with clause 23.4 such service shall not be effective unless a copy of a written acceptance of appointment by the process agent.
16.17.4 Each of the Purchaser and the other Relevant Purchasers not incorporated in England and Wales hereby irrevocably appoints Cleveland Potash Limited of Boultby Mine, Loftus, Saltburn by the Sea, Cleveland ▇▇▇▇ ▇▇▇ as its agent to accept service of process in England and Wales in any legal action or proceedings arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by the Purchaser or the other Relevant Purchasers.
16.17.5 Each of the Purchaser and the other Relevant Purchasers agrees to inform is within 5 Business Days served on the Seller in writing accordance with the provisions of any change of address of such process agent within 28 days of such change.
16.17.6 If such process agent ceases to be able to act as such or to have an address in England and Wales, each of the Purchaser and the other Relevant Purchasers irrevocably agrees to appoint a new process agent in England and Wales acceptable to the Seller and to deliver to the Seller within 14 days a copy of a written acceptance of appointment by the process agent.
16.17.7 Nothing in clause 19. IN WITNESS whereof this Agreement shall affect the right to serve process in any other manner permitted by law or the right to bring proceedings in any other jurisdiction for the purposes of the enforcement or execution of any judgment or other settlement in any other courts. This Agreement agreement has been entered into executed on the date stated at the beginningfirst above written. SIGNED by: ▇▇▇▇▇ ▇▇▇▇▇▇ Signed by /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ and Avi Doitchman /s/ Avi Doitchman on behalf of Israel Chemicals Ltd. SIGNED by ▇▇▇▇▇ ▇. ▇▇▇▇▇ } /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ on behalf of The Scotts Company LLC: SIGNED by ▇▇▇▇▇ ▇. ▇▇▇▇▇ } /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ on behalf of The Scotts Miracle-Gro Company: SIGNED by J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Attested by ▇▇▇▇▇ ▇▇▇▇▇▇ Beotman ) for and on behalf of ▇▇ ▇▇▇▇▇ International Investments LtdTRM ) CORPORATION in the presence of: ) Signed by /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ SIGNED by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇: } /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ SIGNED by ▇. ▇. ▇▇▇▇▇▇▇ } /s/ ▇. ▇. ▇▇▇▇▇▇▇ on behalf of Scotts France Holdings SARL: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Attested by ▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of Scotts Holdings Limited: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of Scotts-Sierra Investments,Inc.: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of OMS Investments, Inc.: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Attested by ▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of The Scotts Company (UK) Ltd.: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of Scotts Australia Pty. Ltd.: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of Scotts Poland Sp. z o.o.: SIGNED by name illegible } /s/ signature illegible on behalf of Euro Clearon Netherlands B.V.: SIGNED by name illegible } /s/ signature illegible on behalf of PM Chemicals S.r.l: SIGNED by name illegible } /s/ signature illegible on behalf of ICL North America Inc.: SIGNED by ▇▇. ▇. Kramer } /s/ ▇▇. ▇. Kramer on behalf of Anti Germ France SAS: SIGNED by name illegible and ▇▇▇▇▇▇ ▇▇▇▇▇▇ } /s/ signature illegible and ▇▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of ICL Horticulture UK Limited: SIGNED by ▇▇▇▇P▇▇▇ ▇▇▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ) for and on behalf of Fibrisol Australia Pty Ltd.) NOTEMACHINE LIMITED ) in the presence of: SIGNED by name illegible } /s/ signatures illegible on behalf of ▇▇ ▇▇▇▇▇▇▇ Polska Sp. z.o.o.: SIGNED by T.H.M. Laaper } /s/ T.H.M. Laaper on behalf of Amsterdam Fertilizers B.V.: ▇▇ ▇▇▇▇▇ International Investments Ltd. Scotts International B.V. 120,001 Euro Clearon Netherlands B.V. ▇▇ ▇▇▇▇▇ International Investments Ltd. Scotts Italia S.r.l. 94,525 PM Chemicals S.r.l ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Scotts Italia S.r.l. 4,975 PM Chemicals S.r.l The Scotts Company LLC Scotts-Sierra Horticultural Products Company Class A Common shares: ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc. Class B Common share: ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ SARL 52,155 Anti Germ France SAS Scotts Holdings Limited Scotts France SARL ) Schedule 1 Anti Germ France SAS Scotts-Sierra Investments, Inc. The Scotts Company, Kenya Ltd. 1 Scotts International B.V. OMS Investments, Inc. The Scotts Company, Kenya Ltd. 1 Amsterdam Fertilizers B.V. Scotts-Sierra Investments, Inc. Scotts PBG Malaysia Sdn. Bhd. 50,002 Scotts International B.V. The Scotts Company (UK) Ltd. The Professional Business carried on by The Scotts Company (UK) Ltd. as at Closing, including the properties set out in Part 2 of Schedule 3, the contracts Particulars relating to the Professional Business as set out in Company Schedule 5 and the assets as set out in Part 1 of Schedule 16, excluding, for the avoidance of doubt, the Excluded Assets and the Excluded Liabilities. ICL Horticulture UK Limited Scotts Australia Pty. Ltd. The Professional Business carried on by Scotts Australia Pty. Ltd. as at Closing, including the contracts 2 Particulars relating to the Professional Business as set out in Subsidiaries Schedule 5, excluding, for the avoidance 3 The Warranties Schedule 4 Seller Protection Clauses Schedule 5 The Properties Schedule 6 Part 1 – Statement Schedule 6 Part 2 – Accounting Policies and Procedures Schedule 6 Part 3 – Pro Forma Trial Balance Schedule 7 Liabilities Schedule 8 Arrangements requiring release of doubtSeller’s Group Schedule 9 Subordination Deed
(1) Pursuant to Regulation S-K Item 601(b)(2), the Excluded Assets and the Excluded Liabilities. Fibrisol Australia Pty Ltd. Scotts Poland Sp. z o.o. The Professional Business carried on by Scotts Poland Sp. z o.o. as at Closing, including the contracts relating Company agrees to furnish supplementally a copy of any omitted schedule to the Professional Business as set out in Schedule 5, excluding, for the avoidance of doubt, the Excluded Assets Securities and the Excluded Liabilities. ▇▇ ▇▇▇▇▇▇▇ Polska Sp. z.o.o. Registered Number: 14027868 Registered/Principal Office: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Date and place of incorporation: 8 January 1975 in Heerlen Issued share capital: 120,001 shares Authorised share capital: 200,000 ordinary shares of €0.15 each Shareholders and shares held: ▇▇ ▇▇▇▇▇ International Investments Ltd.: 120,001 shares (100 per cent. of issued) Directors: Fredericus ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Bosch and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ Secretary: ▇▇▇▇▇▇▇▇ Chance LLP Managing Director/Chief Executive Officer: None
1.1 Particulars of the SubsidiariesExchange Commission upon request.
Appears in 1 contract
Sources: Share Purchase Agreement (TRM Corp)
Appointment of Process Agent. 16.17.1 Each of the Seller and the other Relevant Sellers not incorporated in England and Wales hereby irrevocably appoints Scotts Holdings Limited of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ as its agent to accept service of process in England and Wales in any legal action or proceedings arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by the Seller or the other Relevant Sellers.
16.17.2 Each of the Seller and the other Relevant Sellers agrees to inform the Purchaser in writing of any change of address of such process agent within 28 days of such change.
16.17.3 If such process agent ceases to be able to act as such or to have an address in England and Wales, each of the Seller and the other Relevant Sellers irrevocably agrees to appoint a new process agent in England and Wales acceptable to the Purchaser and to deliver to the Purchaser within 14 days a copy of a written acceptance of appointment by the process agent.
16.17.4 Each of the Purchaser and the other Relevant Purchasers not incorporated in England and Wales hereby irrevocably appoints Cleveland Potash Limited of Boultby Mine, Loftus, Saltburn by the Sea, Cleveland ▇▇▇▇ ▇▇▇ as its agent to accept service of process in England and Wales in any legal action or proceedings arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by the Purchaser or the other Relevant Purchasers.
16.17.5 Each of the Purchaser and the other Relevant Purchasers agrees to inform the Seller in writing of any change of address of such process agent within 28 days of such change.
16.17.6 If such process agent ceases to be able to act as such or to have an address in England and Wales, each of the Purchaser and the other Relevant Purchasers irrevocably agrees to appoint a new process agent in England and Wales acceptable to the Seller and to deliver to the Seller within 14 days a copy of a written acceptance of appointment by the process agent.
16.17.7 Nothing in this Agreement shall affect the right to serve process in any other manner permitted by law or the right to bring proceedings in any other jurisdiction for the purposes of the enforcement or execution of any judgment or other settlement in any other courts. This Agreement has been entered into on the date stated at the beginning. SIGNED by: ▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ and Avi Doitchman /s/ Avi Doitchman on behalf of Israel Chemicals Ltd. SIGNED by ▇▇▇▇▇ ▇. ▇▇▇▇▇ } /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ on behalf of The Scotts Company LLC: SIGNED by ▇▇▇▇▇ ▇. ▇▇▇▇▇ } /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ on behalf of The Scotts Miracle-Gro Company: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Attested by ▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of ▇▇ ▇▇▇▇▇ International Investments Ltd: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ SIGNED by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇: } /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ SIGNED by ▇. ▇. ▇▇▇▇▇▇▇ } /s/ ▇. ▇. ▇▇▇▇▇▇▇ on behalf of Scotts France Holdings SARL: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Attested by ▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of Scotts Holdings Limited: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of Scotts-Sierra Investments,, Inc.: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of OMS Investments, Inc.: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Attested by ▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of The Scotts Company (UK) Ltd.: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of Scotts Australia Pty. Ltd.: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of Scotts Poland Sp. z o.o.: SIGNED by name illegible } /s/ signature illegible on behalf of Euro Clearon ICL Holding The Netherlands B.V.Cooperatief U.A.: SIGNED by name illegible } /s/ signature illegible on behalf of PM Chemicals S.r.l: SIGNED by name illegible } /s/ signature illegible on behalf of ICL North America Inc.: SIGNED by ▇▇. ▇. Kramer } /s/ ▇▇. ▇. Kramer on behalf of Anti Germ France SAS: SIGNED by name illegible and ▇▇▇▇▇▇ ▇▇▇▇▇▇ } /s/ signature illegible and ▇▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of ICL Horticulture UK Iberia Limited: SIGNED by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ on behalf of Fibrisol Fibrisole Australia Pty Ltd.Limited: SIGNED by name illegible } /s/ signatures illegible on behalf of ▇▇ ▇▇▇▇▇▇▇ Polska Sp. z.o.o.: SIGNED by T.H.M. Laaper } /s/ T.H.M. Laaper on behalf of Amsterdam Fertilizers Fertilisers B.V.: ▇▇ ▇▇▇▇▇ International Investments Ltd. Scotts International B.V. 120,001 Euro Clearon Netherlands B.V. ▇▇ ▇▇▇▇▇ International Investments Ltd. Scotts Italia S.r.l. 94,525 PM Chemicals S.r.l ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Scotts Italia S.r.l. 4,975 PM Chemicals S.r.l The Scotts Company LLC Scotts-Sierra Horticultural Products Company Class A Common shares: ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc. Class B Common share: ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ SARL 52,155 Anti Germ France SAS Scotts Holdings Limited Scotts France SARL 1 Anti Germ France SAS Scotts-Sierra Investments, Inc. The Scotts Company, Kenya Ltd. 1 Scotts International B.V. OMS Investments, Inc. The Scotts Company, Kenya Ltd. 1 Amsterdam Fertilizers B.V. Scotts-Sierra Investments, Inc. Scotts PBG Malaysia Sdn. Bhd. 50,002 Scotts International B.V. The Scotts Company :
(UK1) Ltd. The Professional Business carried on by The Scotts Company (UK2) Ltd. as at Closing, including the properties set out in (3) (4) Part 2 Details of the Business Sellers, Group Businesses etc. (Clause 2.1.1)
(1) (2) (3) Schedule 3, the contracts relating to the Professional Business as set out in Schedule 5 2 Companies and the assets as set out in Part 1 of Schedule 16, excluding, for the avoidance of doubt, the Excluded Assets and the Excluded Liabilities. ICL Horticulture UK Limited Scotts Australia Pty. Ltd. The Professional Business carried on by Scotts Australia Pty. Ltd. as at Closing, including the contracts relating to the Professional Business as set out in Schedule 5, excluding, for the avoidance of doubt, the Excluded Assets and the Excluded Liabilities. Fibrisol Australia Pty Ltd. Scotts Poland Sp. z o.o. The Professional Business carried on by Scotts Poland Sp. z o.o. as at Closing, including the contracts relating to the Professional Business as set out in Schedule 5, excluding, for the avoidance of doubt, the Excluded Assets and the Excluded Liabilities. ▇▇ ▇▇▇▇▇▇▇ Polska Sp. z.o.o. Registered Number: 14027868 Registered/Principal Office: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Date and place of incorporation: 8 January 1975 in Heerlen Issued share capital: 120,001 shares Authorised share capital: 200,000 ordinary shares of €0.15 each Shareholders and shares held: ▇▇ ▇▇▇▇▇ International Investments Ltd.: 120,001 shares (100 per cent. of issued) Directors: Fredericus ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Bosch and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ Secretary: ▇▇▇▇▇▇▇▇ Chance LLP Managing Director/Chief Executive Officer: NoneSubsidiaries
1.1 Particulars of the Subsidiaries
Appears in 1 contract
Sources: Share and Business Sale Agreement (Scotts Miracle-Gro Co)
Appointment of Process Agent. 16.17.1 Each of the 17.1. Seller and the other Relevant Sellers not incorporated in England and Wales hereby irrevocably appoints Scotts Holdings Limited of CPU ICE ABLE LIMITED, at 15B, ▇▇/▇, ▇▇▇▇▇ ▇▇ng Plaza, 250 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇W▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇Hong Kong, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ as its agent to process agent, who will receive and accept the service of process in England and Wales in any legal proceeding or action arising from or proceedings arising out in connection with this Agreement for and on behalf of this AgreementSeller. After the service of process is delivered to CPU ICE ABLE LIMITED, service upon whom it shall be deemed completed as duly served, whether or not it is forwarded to or received by the Seller or the other Relevant Sellers.
16.17.2 Each of the whether Seller and the other Relevant Sellers agrees has received or not. Seller shall send a written notice to inform the Purchaser in writing of any change of address of such process agent within 28 days of such change.
16.17.3 If such after its process agent ceases changes, and the change of the address mentioned above shall not become effective before it is delivered or deemed as delivered according to be able Article 15. If the process agent is unable to act as such perform its duty or to does not have an a mailing address in England and WalesHong Kong anymore, each of the Seller and the other Relevant Sellers hereby irrevocably agrees to undertakes that it will immediately appoint a new another process agent in England and Wales Hong Kong acceptable to Purchaser, and send a written notice, showing that the Purchaser and process agent accepted the appointment, to deliver to the Purchaser within 14 days a copy of a written acceptance of appointment by the process agentdays.
16.17.4 Each of the 17.2. Purchaser and the other Relevant Purchasers not incorporated in England and Wales hereby irrevocably appoints Cleveland Potash Limited of Boultby MineTRADESWELL INVESTMENT LIMITED, Loftusat Room 1501, Saltburn by the Sea15/F, Cleveland ▇▇▇▇ ▇▇▇ as its agent to accept service of process in England and Wales in any legal action or proceedings arising out of this AgreementSPA Centre, service upon whom shall be deemed completed whether or not forwarded to or received by the Purchaser or the other Relevant Purchasers.
16.17.5 Each of the Purchaser and the other Relevant Purchasers agrees to inform the Seller in writing of any change of address of such process agent within 28 days of such change.
16.17.6 If such process agent ceases to be able to act as such or to have an address in England and Wales, each of the Purchaser and the other Relevant Purchasers irrevocably agrees to appoint a new process agent in England and Wales acceptable to the Seller and to deliver to the Seller within 14 days a copy of a written acceptance of appointment by the process agent.
16.17.7 Nothing in this Agreement shall affect the right to serve process in any other manner permitted by law or the right to bring proceedings in any other jurisdiction for the purposes of the enforcement or execution of any judgment or other settlement in any other courts. This Agreement has been entered into on the date stated at the beginning. SIGNED by: ▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ and Avi Doitchman /s/ Avi Doitchman on behalf of Israel Chemicals Ltd. SIGNED by ▇▇▇▇▇ ▇. ▇▇▇▇▇ } /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ on behalf of The Scotts Company LLC: SIGNED by ▇▇▇▇▇ ▇. ▇▇▇▇▇ } /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ on behalf of The Scotts Miracle-Gro Company: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Attested by ▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of ▇▇ ▇▇▇▇▇ International Investments Ltd: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ SIGNED by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇: } /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ SIGNED by ▇. ▇. ▇▇▇▇▇▇▇ } /s/ ▇. ▇. ▇▇▇▇▇▇▇ on behalf of Scotts France Holdings SARL: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Attested by ▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of Scotts Holdings Limited: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of Scotts-Sierra Investments,Inc.: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of OMS Investments, Inc.: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Attested by ▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of The Scotts Company (UK) Ltd.: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of Scotts Australia Pty. Ltd.: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of Scotts Poland Sp. z o.o.: SIGNED by name illegible } /s/ signature illegible on behalf of Euro Clearon Netherlands B.V.: SIGNED by name illegible } /s/ signature illegible on behalf of PM Chemicals S.r.l: SIGNED by name illegible } /s/ signature illegible on behalf of ICL North America Inc.: SIGNED by ▇▇. ▇. Kramer } /s/ ▇▇. ▇. Kramer on behalf of Anti Germ France SAS: SIGNED by name illegible and ▇▇▇▇▇▇ ▇▇▇▇▇▇ } /s/ signature illegible and ▇▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of ICL Horticulture UK Limited: SIGNED by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ on behalf of Fibrisol Australia Pty Ltd.: SIGNED by name illegible } /s/ signatures illegible on behalf of ▇▇ ▇▇▇▇▇▇▇ Polska Sp. z.o.o.: SIGNED by T.H.M. Laaper } /s/ T.H.M. Laaper on behalf of Amsterdam Fertilizers B.V.: ▇▇ ▇▇▇▇▇ International Investments Ltd. Scotts International B.V. 120,001 Euro Clearon Netherlands B.V. ▇▇ ▇▇▇▇▇ International Investments Ltd. Scotts Italia S.r.l. 94,525 PM Chemicals S.r.l ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Scotts Italia S.r.l. 4,975 PM Chemicals S.r.l The Scotts Company LLC Scotts-Sierra Horticultural Products Company Class A Common shares: ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc. Class B Common share: ▇ ▇▇▇▇▇▇ ▇▇▇▇53-▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ SARL 52,155 Anti Germ France SAS Scotts Holdings Limited Scotts France SARL 1 Anti Germ France SAS Scotts-Sierra Investments, Inc. The Scotts CompanyWanchai, Kenya Ltd. 1 Scotts International B.V. OMS InvestmentsHong Kong, Inc. The Scotts Companyas its process agent, Kenya Ltd. 1 Amsterdam Fertilizers B.V. Scotts-Sierra Investmentswho will receive and accept the service of process in any legal proceeding or action arising from or in connection with this Agreement for and on behalf of Purchaser. After the service of process is delivered to TRADESWELL INVESTMENT LIMITED, Inc. Scotts PBG Malaysia Sdnit shall be deemed as duly served, whether it is forwarded to Purchaser or whether Purchaser has received or not. Bhd. 50,002 Scotts International B.V. The Scotts Company (UK) Ltd. The Professional Business carried on by The Scotts Company (UK) Ltd. as at ClosingPurchaser shall send a written notice to Seller within 28 days after its process agent changes, including the properties set out in Part 2 of Schedule 3, the contracts relating to the Professional Business as set out in Schedule 5 and the assets as set out in Part 1 of Schedule 16, excluding, for the avoidance of doubt, the Excluded Assets and the Excluded Liabilities. ICL Horticulture UK Limited Scotts Australia Pty. Ltd. The Professional Business carried on by Scotts Australia Pty. Ltd. as at Closing, including the contracts relating to the Professional Business as set out in Schedule 5, excluding, for the avoidance of doubt, the Excluded Assets and the Excluded Liabilities. Fibrisol Australia Pty Ltd. Scotts Poland Sp. z o.o. The Professional Business carried on by Scotts Poland Sp. z o.o. as at Closing, including the contracts relating to the Professional Business as set out in Schedule 5, excluding, for the avoidance of doubt, the Excluded Assets and the Excluded Liabilities. ▇▇ ▇▇▇▇▇▇▇ Polska Sp. z.o.o. Registered Number: 14027868 Registered/Principal Office: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Date and place of incorporation: 8 January 1975 in Heerlen Issued share capital: 120,001 shares Authorised share capital: 200,000 ordinary shares of €0.15 each Shareholders and shares held: ▇▇ ▇▇▇▇▇ International Investments Ltd.: 120,001 shares (100 per cent. of issued) Directors: Fredericus ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Bosch and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ Secretary: ▇▇▇▇▇▇▇▇ Chance LLP Managing Director/Chief Executive Officer: None
1.1 Particulars change of the Subsidiariesaddress mentioned above shall not become effective before it is delivered or deemed as delivered according to Article 15. If the process agent is unable to perform its duty or does not have a mailing address in Hong Kong anymore, Purchaser hereby irrevocably undertakes that it will immediately appoint another process agent in Hong Kong acceptable to Seller, and send a written notice, showing that the process agent accepted the appointment, to Seller within 14 days.
17.3. Nothing contained herein will affect any other means of service of process permitted by the laws, or the right to institute any action or proceeding in any other jurisdiction for enforcement of court judgment or for settlement.
Appears in 1 contract
Appointment of Process Agent. 16.17.1 Each of the Seller and the other Relevant Sellers not incorporated in England and Wales 33.1 Spring Capital hereby irrevocably appoints Scotts Holdings Limited ▇▇▇▇▇▇▇ ▇▇▇▇ of ▇27/F Entertainment Building, 30 Queen’s Road, Central, Hong Kong as its agent to receive and acknowledge on its behalf service of any writ, summons, order, judgment or other notice of legal process in Hong Kong. If for any reason the agent named above (or its successor) no longer serves as agent of Spring Capital for this purpose, Spring Capital shall promptly appoint a successor agent, notify the other Parties thereof and deliver to the other Parties a copy of the new process agent’s acceptance of appointment, provided that until the other Parties receive such notification, they shall be entitled to treat the agent named above (or its said successor) as the agent of Spring Capital for the purposes of this Clause 33.1. Spring Capital agrees that any such legal process shall be sufficiently served on them if delivered to such agent for service at its address for the time being in Hong Kong whether or not such agent gives notice thereof to Spring Capital.
33.2 FountainVest hereby irrevocably appoints ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ of ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ as its agent to accept receive and acknowledge on its behalf service of any writ, summons, order, judgment or other notice of legal process in England and Wales in Hong Kong. If for any legal action reason the agent named above (or proceedings arising out its successor) no longer serves as agent of FountainVest for this Agreementpurpose, service upon whom FountainVest shall be deemed completed whether or not forwarded to or received by the Seller or promptly appoint a successor agent, notify the other Relevant Sellers.
16.17.2 Each of the Seller Parties thereof and the other Relevant Sellers agrees to inform the Purchaser in writing of any change of address of such process agent within 28 days of such change.
16.17.3 If such process agent ceases to be able to act as such or to have an address in England and Wales, each of the Seller and the other Relevant Sellers irrevocably agrees to appoint a new process agent in England and Wales acceptable to the Purchaser and to deliver to the Purchaser within 14 days other Parties a copy of a written the new process agent’s acceptance of appointment by the process agent.
16.17.4 Each of the Purchaser and appointment, provided that until the other Relevant Purchasers not incorporated in England and Wales hereby irrevocably appoints Cleveland Potash Limited of Boultby MineParties receive such notification, Loftus, Saltburn by the Sea, Cleveland ▇▇▇▇ ▇▇▇ as its agent to accept service of process in England and Wales in any legal action or proceedings arising out of this Agreement, service upon whom they shall be deemed completed whether entitled to treat the agent named above (or not forwarded to or received by its said successor) as the Purchaser or the other Relevant Purchasers.
16.17.5 Each agent of the Purchaser and the other Relevant Purchasers agrees to inform the Seller in writing of any change of address of such process agent within 28 days of such change.
16.17.6 If such process agent ceases to be able to act as such or to have an address in England and Wales, each of the Purchaser and the other Relevant Purchasers irrevocably agrees to appoint a new process agent in England and Wales acceptable to the Seller and to deliver to the Seller within 14 days a copy of a written acceptance of appointment by the process agent.
16.17.7 Nothing in this Agreement shall affect the right to serve process in any other manner permitted by law or the right to bring proceedings in any other jurisdiction FountainVest for the purposes of this Clause 33.2. FountainVest agrees that any such legal process shall be sufficiently served on them if delivered to such agent for service at its address for the enforcement time being in Hong Kong whether or execution not such agent gives notice thereof to FountainVest.
33.3 Each of any judgment or other settlement in any other courts. This Agreement has been entered into on the date stated at Key Shareholder, LJ International and the beginning. SIGNED by: Company hereby irrevocably appoints ▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ and Avi Doitchman /s/ Avi Doitchman on behalf of Israel Chemicals Ltd. SIGNED by ▇▇▇▇▇ ▇. ▇▇▇▇▇ } /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ on behalf of The Scotts Company LLC: SIGNED by ▇▇▇▇▇ ▇. ▇▇▇▇▇ } /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ on behalf of The Scotts Miracle-Gro Company: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Attested by ▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of ▇▇ ▇▇▇▇▇ International Investments Ltd: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ SIGNED by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇: } /s/ ▇▇ Limited of ▇▇▇▇ ▇▇▇▇▇▇▇▇ SIGNED by ▇. ▇. ▇▇▇▇▇▇▇ } /s/ ▇. ▇. ▇▇▇▇▇▇▇ on behalf of Scotts France Holdings SARL: SIGNED by ▇▇▇, ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Attested by ▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of Scotts Holdings Limited: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of Scotts-Sierra Investments,Inc.: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of OMS Investments, Inc.: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Attested by ▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of The Scotts Company (UK) Ltd.: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of Scotts Australia Pty. Ltd.: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of Scotts Poland Sp. z o.o.: SIGNED by name illegible } /s/ signature illegible on behalf of Euro Clearon Netherlands B.V.: SIGNED by name illegible } /s/ signature illegible on behalf of PM Chemicals S.r.l: SIGNED by name illegible } /s/ signature illegible on behalf of ICL North America Inc.: SIGNED by ▇▇. ▇. Kramer } /s/ ▇▇. ▇. Kramer on behalf of Anti Germ France SAS: SIGNED by name illegible and ▇▇▇▇▇▇ ▇▇▇▇▇▇ } /s/ signature illegible and ▇▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of ICL Horticulture UK Limited: SIGNED by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇, 21 Man Lok Street, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ , Kowloon, Hong Kong as their agent to receive and acknowledge on their behalf service of Fibrisol Australia Pty Ltd.: SIGNED by name illegible } /s/ signatures illegible on behalf any writ, summons, order, judgment or other notice of ▇▇ ▇▇▇▇▇▇▇ Polska Splegal process in Hong Kong. z.o.o.: SIGNED by T.H.M. Laaper } /s/ T.H.M. Laaper on behalf If for any reason the agent named above (or its successor) no longer serves as agent of Amsterdam Fertilizers B.V.: ▇▇ ▇▇▇▇▇ the Key Shareholder, LJ International Investments Ltd. Scotts International B.V. 120,001 Euro Clearon Netherlands B.V. ▇▇ ▇▇▇▇▇ International Investments Ltd. Scotts Italia S.r.l. 94,525 PM Chemicals S.r.l ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Scotts Italia S.r.l. 4,975 PM Chemicals S.r.l The Scotts and/or the Company LLC Scotts-Sierra Horticultural Products Company Class A Common shares: ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc. Class B Common share: ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ SARL 52,155 Anti Germ France SAS Scotts Holdings Limited Scotts France SARL 1 Anti Germ France SAS Scotts-Sierra Investments, Inc. The Scotts Company, Kenya Ltd. 1 Scotts International B.V. OMS Investments, Inc. The Scotts Company, Kenya Ltd. 1 Amsterdam Fertilizers B.V. Scotts-Sierra Investments, Inc. Scotts PBG Malaysia Sdn. Bhd. 50,002 Scotts International B.V. The Scotts Company (UK) Ltd. The Professional Business carried on by The Scotts Company (UK) Ltd. as at Closing, including the properties set out in Part 2 of Schedule 3for this purpose, the contracts relating Key Shareholder, LJ International and/or the Company shall promptly appoint a successor agent, notify the other Parties thereof and deliver to the Professional Business other Parties a copy of the new process agent’s acceptance of appointment, provided that until the Investors receive such notification, they shall be entitled to treat the agent named above (or its said successor) as set out in Schedule 5 the agent of the Key Shareholder, LJ International and/or the Company for the purposes of this Clause 33.3. The Key Shareholder, LJ International and the assets as set out in Part 1 of Schedule 16, excluding, Company agree that any such legal process shall be sufficiently served on them if delivered to such agent for service at its address for the avoidance of doubt, the Excluded Assets and the Excluded Liabilities. ICL Horticulture UK Limited Scotts Australia Pty. Ltd. The Professional Business carried on by Scotts Australia Pty. Ltd. as at Closing, including the contracts relating time being in Hong Kong whether or not such agent gives notice thereof to the Professional Business as set out in Schedule 5Key Shareholder, excluding, for LJ International and/or the avoidance of doubt, the Excluded Assets and the Excluded Liabilities. Fibrisol Australia Pty Ltd. Scotts Poland Sp. z o.o. The Professional Business carried on by Scotts Poland Sp. z o.o. as at Closing, including the contracts relating to the Professional Business as set out in Schedule 5, excluding, for the avoidance of doubt, the Excluded Assets and the Excluded Liabilities. ▇▇ ▇▇▇▇▇▇▇ Polska Sp. z.o.o. Registered Number: 14027868 Registered/Principal Office: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Date and place of incorporation: 8 January 1975 in Heerlen Issued share capital: 120,001 shares Authorised share capital: 200,000 ordinary shares of €0.15 each Shareholders and shares held: ▇▇ ▇▇▇▇▇ International Investments Ltd.: 120,001 shares (100 per cent. of issued) Directors: Fredericus ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Bosch and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ Secretary: ▇▇▇▇▇▇▇▇ Chance LLP Managing Director/Chief Executive Officer: None
1.1 Particulars of the SubsidiariesCompany.
Appears in 1 contract
Appointment of Process Agent. 16.17.1 Each of the Seller and the other Relevant Sellers not incorporated in England and Wales 16.15.1 The HK Insolvency Officers hereby irrevocably appoints Scotts Holdings appoint Hackwood Secretaries Limited of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ as its their agent to accept service of process in England and Wales in any legal action or proceedings arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by the Seller or the other Relevant SellersHK Insolvency Officers.
16.17.2 Each of the Seller and the other Relevant Sellers agrees 16.15.2 The HK Insolvency Officers agree to inform the Purchaser other parties in writing of any change of address of such process agent within 28 days of such change.
16.17.3 16.15.3 If such process agent ceases to be able to act as such or to have an address in England and WalesEngland, each of the Seller and the other Relevant Sellers HK Insolvency Officers irrevocably agrees agree to appoint a new process agent in England and Wales acceptable to the Purchaser other parties and to deliver to the Purchaser other parties within 14 days a copy of a written acceptance of appointment by the process agent.
16.17.4 Each of the Purchaser and the other Relevant Purchasers not incorporated in England and Wales 16.15.4 The Australia Insolvency Officers hereby irrevocably appoints Cleveland Potash Limited of Boultby Mine, Loftus, Saltburn by the Sea, Cleveland appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, London W1S 2LQ, United Kingdom as its their agent to accept service of process in England and Wales in any legal action or proceedings arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by the Purchaser or the other Relevant PurchasersAustralia Insolvency Officers.
16.17.5 Each of the Purchaser and the other Relevant Purchasers agrees 16.15.5 The Australia Insolvency Officers agree to inform the Seller other parties in writing of any change of address of such process agent within 28 days of such change.
16.17.6 16.15.6 If such process agent ceases to be able to act as such or to have an address in England and WalesEngland, each of the Purchaser and the other Relevant Purchasers Australia Insolvency Officers irrevocably agrees agree to appoint a new process agent in England and Wales acceptable to the Seller other parties and to deliver to the Seller other parties within 14 days a copy of a written acceptance of appointment by the process agent.
16.17.7 16.15.7 The Singapore Insolvency Officers hereby irrevocably appoint Hackwood Secretaries Limited of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ as their agent to accept service of process in England in any legal action or proceedings arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by the Singapore Insolvency Officers.
16.15.8 The Singapore Insolvency Officers agree to inform the other parties in writing of any change of address of such process agent within 28 days of such change.
16.15.9 If such process agent ceases to be able to act as such or to have an address in England, the Singapore Insolvency Officers irrevocably agree to appoint a new process agent in England acceptable to the other parties and to deliver to the other parties within 14 days a copy of a written acceptance of appointment by the process agent.
16.15.10 NHI hereby for and on behalf of the Purchasers irrevocably appoints Nomura International plc of ▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇ ▇▇▇▇▇▇’s-le-Grand, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ as agent to accept service of process for and on behalf of the Purchasers in England in any legal action or proceedings arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by NHI (for and on behalf of the Purchasers).
16.15.11 NHI (for and on behalf of the Purchasers) agrees to inform the other parties in writing of any change of address of such process agent within 28 days of such change.
16.15.12 If such process agent ceases to be able to act as such or to have an address in England, NHI irrevocably agrees for and on behalf of the Purchasers to appoint a new process agent in England for and on behalf of the Purchasers acceptable to the other parties and to deliver to the other parties within 14 days a copy of a written acceptance of appointment by the process agent.
16.15.13 Nothing in this Agreement shall affect the right to serve process in any other manner permitted by law or the right to bring proceedings in any other jurisdiction for the purposes of the enforcement or execution of any judgment or other settlement in any other courtslaw. This In witness whereof this Agreement has been entered into on the date stated at the beginningduly executed. SIGNED byby ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as joint and several provisional liquidators, without personal liability, for and on behalf of ▇▇▇▇▇▇ Brothers Asia Limited (Provisional Liquidators Appointed): SIGNED BY ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as joint and several provisional liquidators of ▇▇▇▇▇▇ Brothers Asia Limited (Provisional Liquidators Appointed), without personal liability: SIGNED by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ and Avi Doitchman /s/ Avi Doitchman on behalf of Israel Chemicals Ltd. SIGNED by ▇▇▇▇▇ ▇. ▇▇▇▇▇ } /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ on behalf of The Scotts Company LLC: SIGNED by ▇▇▇▇▇ ▇. ▇▇▇▇▇ } /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ on behalf of The Scotts Miracle-Gro Company: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Attested by ▇▇▇▇▇ ▇▇▇▇▇▇ as joint and several provisional liquidators, without personal liability, for and on behalf of ▇▇ ▇▇▇▇▇ International Investments Ltd: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Brothers Asia Holdings Limited (Provisional Liquidators Appointed): SIGNED by BY ▇▇▇▇▇ ▇▇▇▇▇▇▇▇: } /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ SIGNED by ▇. ▇. ▇▇▇▇▇▇▇ } /s/ ▇. ▇. ▇▇▇▇▇▇▇ on behalf of Scotts France Holdings SARL: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Attested by ▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of Scotts Holdings Limited: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of Scotts-Sierra Investments,Inc.: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of OMS Investments, Inc.: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Attested by ▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of The Scotts Company (UK) Ltd.: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of Scotts Australia Pty. Ltd.: SIGNED by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ on behalf of Scotts Poland Sp. z o.o.: SIGNED by name illegible } /s/ signature illegible on behalf of Euro Clearon Netherlands B.V.: SIGNED by name illegible } /s/ signature illegible on behalf of PM Chemicals S.r.l: SIGNED by name illegible } /s/ signature illegible on behalf of ICL North America Inc.: SIGNED by ▇▇. ▇. Kramer } /s/ ▇▇. ▇. Kramer on behalf of Anti Germ France SAS: SIGNED by name illegible and ▇▇▇▇▇▇ ▇▇▇▇▇▇ } /s/ signature illegible and ▇▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of ICL Horticulture UK Limited: SIGNED by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ } /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ on behalf as joint and several provisional liquidators of Fibrisol Australia Pty Ltd.: SIGNED by name illegible } /s/ signatures illegible on behalf of ▇▇ ▇▇▇▇▇▇▇ Polska Sp. z.o.o.Brothers Asia Holdings Limited (Provisional Liquidators Appointed), without personal liability: SIGNED by T.H.M. Laaper } /s/ T.H.M. Laaper on behalf of Amsterdam Fertilizers B.V.: ▇▇ ▇▇▇▇▇ International Investments Ltd. Scotts International B.V. 120,001 Euro Clearon Netherlands B.V. ▇▇ ▇▇▇▇▇ International Investments Ltd. Scotts Italia S.r.l. 94,525 PM Chemicals S.r.l ▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇ Scotts Italia S.r.l. 4,975 PM Chemicals S.r.l The Scotts Company LLC Scotts-Sierra Horticultural Products Company Class A Common shares: ▇▇▇ ▇▇▇▇▇▇ as joint and several provisional liquidators, without personal liability, for and on behalf of ▇▇▇▇▇▇ Brothers Securities Asia Limited (Provisional Liquidators Appointed): SIGNED BY ▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇ as joint and several provisional liquidators of ▇▇▇▇▇▇ Brothers Securities Asia Limited (Provisional Liquidators Appointed), without personal liability: SIGNED by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc. Class B Common share: ▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on behalf of ▇▇ ▇▇▇▇▇ Brothers Japan Inc.: SIGNED by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SARL 52,155 Anti Germ France SAS Scotts Holdings Limited Scotts France SARL 1 Anti Germ France SAS Scotts-Sierra Investments, Inc. The Scotts Company, Kenya Ltd. 1 Scotts International B.V. OMS Investments, Inc. The Scotts Company, Kenya Ltd. 1 Amsterdam Fertilizers B.V. Scotts-Sierra Investments, Inc. Scotts PBG Malaysia Sdn. Bhd. 50,002 Scotts International B.V. The Scotts Company (UK) Ltd. The Professional Business carried on by The Scotts Company (UK) Ltd. as at Closing, including the properties set out in Part 2 of Schedule 3, the contracts relating to the Professional Business as set out in Schedule 5 and the assets as set out in Part 1 of Schedule 16, excluding, for the avoidance of doubt, the Excluded Assets and the Excluded Liabilities. ICL Horticulture UK Limited Scotts Australia Pty. Ltd. The Professional Business carried on by Scotts Australia Pty. Ltd. as at Closing, including the contracts relating to the Professional Business as set out in Schedule 5, excluding, for the avoidance of doubt, the Excluded Assets and the Excluded Liabilities. Fibrisol Australia Pty Ltd. Scotts Poland Sp. z o.o. The Professional Business carried on by Scotts Poland Sp. z o.o. as at Closing, including the contracts relating to the Professional Business as set out in Schedule 5, excluding, for the avoidance of doubt, the Excluded Assets and the Excluded Liabilities. /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Polska Sp. z.o.o. Registered Number: 14027868 Registered/Principal Office: ▇▇▇▇▇▇▇▇on behalf of ▇▇▇▇▇▇ ▇-▇, Brothers Finance (Japan) Inc.: SIGNED by ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ Date and place of incorporation: 8 January 1975 in Heerlen Issued share capital: 120,001 shares Authorised share capital: 200,000 ordinary shares of €0.15 each Shareholders and shares held: ▇▇ ▇▇▇▇▇▇▇ International Investments Ltd.on behalf of ▇▇▇▇▇▇ Brothers Real Estate Limited: 120,001 shares SIGNED by /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on behalf of ▇▇▇▇▇▇ Brothers Securities Private Limited: SIGNED by /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on behalf of ▇▇▇▇▇▇ Brothers Fixed Income Securities Private Limited: SIGNED by /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on behalf of ▇▇▇▇▇▇ Brothers Advisers Private Limited: SIGNED by /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on behalf of ▇▇▇▇▇▇ Brothers Capital Private Limited: SIGNED by /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on behalf of ▇▇▇▇▇▇ Brothers (100 per cent. of issuedThailand) DirectorsLimited: Fredericus SIGNED by /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Bosch as joint and several administrators, without personal liability, for and on behalf of ▇▇▇▇▇▇ Brothers Australia Holdings Pty Ltd. (Administrators Appointed): SIGNED BY /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ as joint and several administrators of ▇▇▇▇▇▇ Brothers Australia Holdings Pty Ltd. (Administrators Appointed), without personal liability: SIGNED by /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Secretary: ▇▇▇▇▇▇▇▇▇ Chance LLP Managing Directoras joint and several administrators, without personal liability, for and on behalf of ▇▇▇▇▇▇ Brothers Australia Ltd. (Administrators Appointed): SIGNED BY /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ as joint and several administrators of ▇▇▇▇▇▇ Brothers Australia Ltd. (Administrators Appointed), without personal liability: SIGNED by /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on behalf of ▇▇▇▇▇▇ Brothers Investment Consulting (Shanghai) Co. Ltd: SIGNED by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ on behalf of ▇▇▇▇▇▇ Brothers Asia Limited Shanghai Rep Office: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SIGNED by /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on behalf of ▇▇▇▇▇▇ Brothers Securities Taiwan Limited: SIGNED by /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on behalf of ▇▇▇▇▇▇ Brothers Taiwan Limited: SIGNED by /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on behalf of ▇▇▇▇▇▇ Brothers Commodities Pte Limited: SIGNED by /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on behalf of ▇▇▇▇▇▇ Brothers Singapore Pte Limited: SIGNED by /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on behalf of ▇▇▇▇▇▇ Brothers Investments Pte Limited: SIGNED by ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, /s/ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ & TAY ▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ as joint and several provisional liquidators, without personal liability, for /s/ Tay ▇▇▇▇ ▇▇▇▇▇ and on behalf of ▇▇▇▇▇▇ Brothers Finance Asia Pte Ltd (Provisional Liquidators Appointed): SIGNED BY as joint and several provisional liquidators of ▇▇▇▇▇▇ Brothers Finance Asia Pte Ltd (Provisional Liquidators Appointed), without personal liability: SIGNED by /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on behalf of ▇▇▇▇▇▇ Brothers Services India Private Limited: SIGNED by /s/ Takumi Shibata on behalf of Nomura Holdings Inc.: SIGNED by /s/ Takumi Shibata on behalf of Nomura Securities Co. Ltd.:
1. ▇▇▇▇▇▇ Brothers Asia Limited (Provisional Liquidators Appointed), a company incorporated in Hong Kong whose registered office is at ▇▇▇▇ ▇▇▇▇-▇, ▇▇▇▇-▇ of 19/Chief Executive Officer: NoneF, 2201, 2210-7 of 22/F, 25-26/F, 2706-2714 of 27/F, Two International Finance Center, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇;
1.1 Particulars 2. ▇▇▇▇▇▇ Brothers Asia Holdings Limited (Provisional Liquidators Appointed), a company incorporated in Hong Kong whose registered office is at ▇▇▇▇ ▇▇▇▇-▇, ▇▇▇▇-▇ of 19/F, 2201, 2210-7 of 22/F, 25-26/F, 2706-2714 of 27/F, Two International Finance Center, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇;
3. ▇▇▇▇▇▇ Brothers Securities Asia Limited (Provisional Liquidators Appointed), a company incorporated in Hong Kong whose registered office is at ▇▇▇▇ ▇▇▇▇-▇, ▇▇▇▇-▇ of 19/F, 2201, 2210-7 of 22/F, 25-26/F, 2706-2714 of 27/F, Two International Finance Center, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇;
4. ▇▇▇▇▇▇ Brothers Japan Inc., a company incorporated in Japan whose registered office is at 6-10-1 Roppongi Minato-ku, Tokyo Japan, (as debtors-in-possession of ▇▇▇▇▇▇ Brothers Japan Inc. under the SubsidiariesCivil Rehabilitation Procedure, and having filed voluntary petitions for relief under Article 21 of Civil Rehabilitation Law on September 16 2008 in Tokyo District Court);
5. ▇▇▇▇▇▇ Brothers Finance (Japan) Inc., a company incorporated in Delaware, United States of America whose Tokyo Branch is at Roppongi Hills ▇▇▇, ▇-▇▇-▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇;
6. ▇▇▇▇▇▇ Brothers Real Estate Limited, a company incorporated in Japan whose registered office is at Roppongi Hills ▇▇▇▇ ▇▇▇▇▇, ▇-▇▇-▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇, ▇▇▇▇▇, ▇▇▇▇▇;
7. ▇▇▇▇▇▇ Brothers Securities Private Limited, a company incorporated in India whose registered office is at ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇;
Appears in 1 contract
Sources: International Asset Sale Agreement (Lehman Brothers Holdings Inc)