on the Closing Date. 6.2.1 the Seller shall deliver or cause to be delivered to the Buyer: (a) duly executed instruments of transfer, including deed of share transfer, in respect of the Sale Shares in favour of the Buyer or its nominee together with definitive share certificates thereof (if issued) in the names of the relevant transferor; (b) any waivers, consents or other documents (if applicable) required to vest in the Buyer or its nominee the full legal and beneficial ownership of the Sale Shares and enable the Buyer to procure them to be registered in the name of the Buyer or its nominee; (c) the certified copy of the corporate registry extract, corporate seal and corporate seal registration certificate and card, minute book, statutory register and share certificate books and register of shareholders of the Company; (d) the title deeds, leases and documents (if applicable) relating to the Properties owned or occupied by the Company; (e) the resignation of the auditors (if any) of the Company confirming that there are no circumstances connected with their resignation which should be brought to the attention of the members or creditors of the Company and that no fees are due to them; (f) the resignation of all the directors and the statutory auditors of the Company, executed as a deed, and confirming that they have no claim against the Company whether for loss of office or otherwise; (g) an acknowledgement from the Seller to the Buyer and the Company, executed as a deed, to the effect that there is no outstanding indebtedness or other liability owing at the Closing Date from the Company to the Seller or the Seller’s Affiliate; (h) certificate in the form set out in Exhibit D1 duly executed by the Seller confirming the Warranties; (i) the service agreement in Agreed Form duly executed by the Company and ▇▇▇ Sun Young, ▇▇▇ ▇▇▇▇▇-Won, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇, Seo ▇▇▇▇-▇▇▇▇, ▇▇▇ ▇▇▇▇-Su, ▇▇▇ ▇▇▇▇-▇▇▇, ▇▇▇ ▇▇ Suk; (j) legal opinion from BVI counsel and Cayman counsel in the Agreed Form and dated as of the Closing Date; (k) reasonably current Certificates of Good Standing and Incumbency of the Seller and CDC; (l) signed copy of the resolutions duly passed by the directors of the Company approving the matters referred to in Clause 6.2.2; (m) signed copy of the resolutions duly passed by the directors of each of the Seller and CDC approving this Agreement, the transactions contemplated hereunder, and the execution, delivery and performance of this Agreement by the Seller and CDC; and (n) all other documents, records, correspondence, files and other papers in respect of the Company which are in the Seller’s possession or control. 6.2.2 The Seller shall procure that the following business is transacted at the meetings of the directors of the Company: (a) the directors of the Company shall approve the transfers of the Sale Shares and the registration and entry of the transferee in the register of members of the Company; (b) all existing mandates for the operation of the bank accounts of the Company shall be revoked and new mandates issued giving authority to those persons nominated by the Buyer; (c) the Service Agreement and such other documents as may be required to be executed by the Company hereunder shall be approved and executed by the Company; (d) the persons nominated by the Buyer for appointment as directors and secretary of the Company shall be so appointed; and (e) the External Auditors shall be appointed as auditors of the Company. 6.2.3 The Seller shall procure and undertake that as at the Closing Date: (a) there are no sums owing to the Seller or the Seller’s Affiliate by the Company, whether or not such sums are due for repayment; (b) the Company is released from any guarantee, indemnity, bond, letter of comfort or Encumbrance or other similar obligation given or incurred by it which relates in whole or in part to debts or other liabilities or obligations, whether actual or contingent, of any person other than the Company and prior to such repayment or release, the Seller shall keep the Company fully indemnified against any failure to make any such repayment or any liability arising under any such guarantee, indemnity, bond, letter of comfort or Encumbrance. 6.2.4 Upon compliance by the Seller with the provisions of Clauses 6.2.1 to 6.2.3 the Buyer shall, at Closing, pay the Purchase Price to the Seller in accordance with Clauses 3.2 and 3.3. 6.2.5 The Buyer shall provide Seller with a certificate in the form set out in Exhibit D2 hereto duly executed by the Buyer confirming the Buyer Warranties contained in Clause 12 hereof. 6.2.6 It is a condition to Closing that (and the Buyer and Seller shall have no obligation to complete the sale and purchase of the Sale Shares hereunder unless) the transactions contemplated under all the Acquisition Agreements shall be completed simultaneously and successfully with the completion of the sale and purchase of the Sale Shares hereunder.
Appears in 1 contract
Sources: Share Purchase Agreement (CDC Corp)
on the Closing Date. 6.2.1 the Seller shall deliver or cause to be delivered to the Buyer:
(a) such conveyances, assurances, transfers, assignments, releases, novation agreements, consents and other documents duly executed instruments by the relevant parties as the Buyer may require to vest in the Buyer the full benefit of transfervalid legal title to the Purchased Assets and all other rights and assets hereby agreed to be sold and the full benefit of this Agreement including without limitation, including deed of share transfer, duly executed assignments or novation agreements in respect the Agreed Form of the Sale Shares in favour of the Buyer or its nominee together with definitive share certificates thereof (if issued) in the names of the relevant transferorContracts;
(b) any waiversall books, consents or accounts, papers, records and other documents (if applicableincluding financial records) required relating to vest in the Buyer or its nominee the full legal and beneficial ownership of the Sale Shares and enable the Buyer to procure them to be registered in the name of the Buyer or its nomineePurchased Assets;
(c) the certified copy any other documents of title or transfer of ownership relating to any of the corporate registry extract, corporate seal and corporate seal registration certificate and card, minute book, statutory register and share certificate books and register of shareholders of the CompanyPurchased Assets;
(d) the title deeds, leases and such other documents (if applicable) relating as may be required to give to the Properties owned Buyer good title to the Purchased Assets, and to enable the Buyer or occupied its nominees to become the registered owner thereof and to consummate the transactions contemplated by the Companythis Agreement;
(e) the resignation duly notarised power of attorney under which any document is executed on behalf of the auditors (if any) of the Company confirming that there are no circumstances connected with their resignation which should be brought to the attention of the members or creditors of the Company and that no fees are due to themSeller;
(f) the resignation of all the directors and the statutory auditors of the Company, executed as a deed, and confirming that they have no claim against the Company whether for loss of office or otherwise;
(g) an acknowledgement from the Seller to the Buyer and the Company, executed as a deed, to the effect that there is no outstanding indebtedness or other liability owing at the Closing Date from the Company to the Seller or the Seller’s Affiliate;
(h) certificate in the form set out in Exhibit D1 Part 1 of Schedule 2 duly executed by the Seller confirming the Warranties;
(ig) the service agreement certificate in Agreed Form writing duly executed by the Company and ▇▇▇ Sun Young, ▇▇▇ ▇▇▇▇▇-Won, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇, Seo ▇▇▇▇-▇▇▇▇, ▇▇▇ ▇▇▇▇-Su, ▇▇▇ ▇▇▇▇-▇▇▇, ▇▇▇ ▇▇ SukSeller pursuant to Clause 4.1.5 confirming the matters mentioned thereunder;
(jh) legal opinion from BVI counsel and Cayman counsel counsels in the Agreed Form and dated as of the Closing Date;
(ki) reasonably current Certificates Certificate of Good Standing and Incumbency of the Seller Seller;
(j) reasonably current Certificate of Good Standing and Incumbency of CDC;
(lk) signed copy copies of the resolutions duly passed by by:
(i) the board of directors and shareholder of the Seller; and
(ii) the board of directors of the Company approving the matters referred to in Clause 6.2.2;
(m) signed copy of the resolutions duly passed by the directors of each of the Seller and CDC CDC, approving this Agreement, the transfer of the Purchased Assets and the transactions contemplated hereunder, and the execution, delivery and performance of this Agreement by the Seller and CDC; and
(n) all other documents, records, correspondence, files in form and other papers in respect of the Company which are in the Seller’s possession or control.
6.2.2 The Seller shall procure that the following business is transacted at the meetings of the directors of the Company:
(a) the directors of the Company shall approve the transfers of the Sale Shares and the registration and entry of the transferee in the register of members of the Company;
(b) all existing mandates for the operation of the bank accounts of the Company shall be revoked and new mandates issued giving authority substance satisfactory to those persons nominated by the Buyer;
(c) the Service Agreement and such other documents as may be required to be executed by the Company hereunder shall be approved and executed by the Company;
(d) the persons nominated by the Buyer for appointment as directors and secretary of the Company shall be so appointed; and
(e) the External Auditors shall be appointed as auditors of the Company.
6.2.3 The Seller shall procure and undertake that as at the Closing Date:
(a) there are no sums owing to the Seller or the Seller’s Affiliate by the Company, whether or not such sums are due for repayment;
(b) the Company is released from any guarantee, indemnity, bond, letter of comfort or Encumbrance or other similar obligation given or incurred by it which relates in whole or in part to debts or other liabilities or obligations, whether actual or contingent, of any person other than the Company and prior to such repayment or release, 6.2.2 the Seller shall keep the Company fully indemnified against any failure to make any such repayment or any liability arising under any such guarantee, indemnity, bond, letter of comfort or Encumbrance.
6.2.4 Upon compliance by the Seller with the provisions of Clauses 6.2.1 to 6.2.3 permit the Buyer shall, at Closing, pay the Purchase Price to the Seller in accordance with Clauses 3.2 and 3.3.
6.2.5 The Buyer shall provide Seller with a certificate in the form set out in Exhibit D2 hereto duly executed by the Buyer confirming the Buyer Warranties contained in Clause 12 hereof.
6.2.6 It is a condition to Closing that (and the Buyer and Seller shall have no obligation to complete the sale and purchase take possession of the Sale Shares hereunder unless) the transactions contemplated under all the Acquisition Agreements shall be completed simultaneously and successfully with the completion of the sale and purchase of the Sale Shares hereunderPurchased Assets.
Appears in 1 contract
Sources: Assets Purchase Agreement (CDC Corp)
on the Closing Date. 6.2.1 (a) the Seller shall deliver or cause to be delivered (and, to the Buyer:extent relevant, shall cause its Affiliates to):
(ai) deliver to the Purchaser duly executed instruments signed transfer forms for the Shares (including duly endorsed share certificates for RIAS and a transfer notice with respect to MIF);
(ii) procure that a meeting of transfer, including deed of share transfer, MIF’s shareholders’ meeting is convened on the Closing Date in respect order to amend the by-laws to reflect the sale of the Sale Shares share held by the unlimited partner (“part de commandité”), to amend the company’s corporate name to reflect such sale and to replace the General Partner;
(iii) procure the delivery of letters of resignation of any Person (as identified by the Purchaser as soon as possible prior to the Closing Date to permit their replacement in favour accordance with applicable Laws) who has been appointed as officer or director of the Buyer Group Companies, with effect from the Closing Date;
(iv) procure that a meeting of the related Group Companies’ corporate bodies is convened on the Closing Date in order to, inter alia, propose the appointment of the successors of the resigning officers pursuant to point (iii) above;
(v) make or its nominee together with definitive share certificates thereof (if issued) procure the discharge and repayment in cash by the relevant members of the Seller’s Group of the Intra-Group Receivables as appearing in the names Intra-Group Payment Notice, to the Purchaser Account, by way of telegraphic transfer in immediately available funds, and the Purchaser shall receive such payments on behalf of the relevant transferorGroup Companies. Receipt by the Purchaser of such payments in the Purchaser Account shall be an effective discharge of the Seller’s (and the relevant member(s) of the Seller’s Group) obligation to make or procure the making of such payments and the Seller shall not be concerned to see that the payments into the Purchaser Account are applied in paying the Group Companies;
(bvi) any waivers, consents deliver the share transfer register (“registre des mouvements de titres”) and shareholders’ accounts (“comptes individuels d’actionnaires”) or other equivalent documents (if applicable) required to vest in the Buyer or its nominee the full legal and beneficial ownership relevant jurisdiction for each of the Sale Shares and enable the Buyer to procure them to be registered in the name Group Companies (provided that these of the Buyer or its nomineeCompanies shall be updated so as to record the transfer of Shares provided for hereunder);
(cvii) to the extent required (either by law or by the articles of association of the relevant Company) provide a certified copy of the board or shareholder meeting minutes (or other corporate registry extractdecision) for the Companies, corporate seal and corporate seal registration certificate and card, minute book, statutory register and share certificate books and register of shareholders at which the Purchaser or the designated Purchaser has been approved as a shareholder of the Company;
(dviii) provide certified copies of the title deedsminutes of the information and consulting meetings of the work council of Allibert Buckhorn France confirming that the work council has been duly notified of and attended a meeting for the purpose of being informed and consulted on the transfer of the Shares and have given an opinion (“avis”) in respect thereof, leases and documents (if applicable) relating to the Properties owned or occupied by the Companyin accordance with applicable law;
(eix) provide the unconditional resignation letter of the auditors statutory auditor (if any“commissaire aux comptes”) of the Company confirming that there are no circumstances connected with their resignation which should be brought to the attention each of the members or creditors Group Companies (both principal and alternate auditors), effective on the date of the Company and that no fees are due shareholder meeting called to themapprove the 2006 annual accounts;
(fx) the resignation of all the directors and the statutory auditors of the Company, executed as a deed, and confirming that they have no claim against the Company whether for loss of office or otherwise;
(g) an acknowledgement from the Seller deliver to the Buyer and the CompanyPurchaser a certificate, executed as a deed, to the effect that there is no outstanding indebtedness or other liability owing at the Closing Date from the Company to the Seller or the Seller’s Affiliate;
(h) certificate in the form set out forth in Exhibit D1 duly executed Schedule “Seller’s Closing Certificate” signed by the Seller confirming the Warranties;
that (i) the service agreement Warranties remain true and accurate in Agreed Form all material respects as at the Closing Date; (ii) the Seller has duly executed performed each of the material covenants to be performed by it on or prior to the Company Closing Date; and ▇▇▇ Sun Young, ▇▇▇ ▇▇▇▇▇-Won, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇, Seo ▇▇▇▇-▇▇▇▇, ▇▇▇ ▇▇▇▇-Su, ▇▇▇ ▇▇▇▇-▇▇▇, ▇▇▇ ▇▇ Suk(iii) no Material Adverse Change has occurred with respect to the Group Companies;
(jxi) legal opinion from BVI counsel and Cayman counsel in deliver to the Agreed Form and Purchaser a certificate of the secretary or equivalent officer of the Seller, dated as of the Closing Date, as to the due authorisation (and valid execution) of this Agreement and of all transactions contemplated herein by the relevant corporate bodies of the Seller (and of the relevant Sellers’ Affiliates) and attaching any required resolution of the Seller’s (or the relevant Seller’s Affiliate’s) board of directors or similar authority relating thereto;
(kxii) reasonably current Certificates deliver to the Purchaser a certificate of Good Standing and Incumbency of non-crystallisation which shall be in a form satisfactory to the Seller and CDC;
(l) signed copy of the resolutions Purchaser duly passed executed by the directors of the Company approving the matters referred to in Clause 6.2.2;
(m) signed copy of the resolutions duly passed by the directors of each of the Seller and CDC approving this Agreement, the transactions contemplated hereunder, and the execution, delivery and performance of this Agreement by the Seller and CDC; and
(n) all other documents, records, correspondence, files and other papers Lloyds Bank PLC in respect of the Company which are in the Seller’s possession or control.
6.2.2 The Seller shall procure that the following business is transacted at the meetings of the directors of the Company:
(a) the directors of the Company shall approve the transfers of the Sale Shares debenture created on 13 July 1984 and the registration and entry of the transferee in the register of members of the Companygranted to it by Raaco Great Britain Limited;
(bxiii) all existing mandates for the operation of the bank accounts of the Company shall be revoked and new mandates issued giving authority to those persons nominated by the Buyer;
(c) the Service Agreement and such other documents as may be required to be executed by the Company hereunder shall be approved and executed by the Company;
(d) the persons nominated by the Buyer for appointment as directors and secretary of the Company shall be so appointed; and
(e) the External Auditors shall be appointed as auditors of the Company.
6.2.3 The Seller shall procure and undertake that as at the Closing Date:
(a) there are no sums owing deliver to the Seller or the SellerPurchaser original owner’s Affiliate by the Company, whether or not such sums are due for repayment;mortgage deeds with respect to RIAS properties.
(b) the Company is released from any guarantee, indemnity, bond, letter of comfort or Encumbrance or other similar obligation given or incurred by it which relates in whole or in part to debts or other liabilities or obligations, whether actual or contingent, of any person other than the Company and prior to such repayment or release, the Seller shall keep the Company fully indemnified against any failure to make any such repayment or any liability arising under any such guarantee, indemnity, bond, letter of comfort or Encumbrance.Purchaser shall:
6.2.4 Upon compliance by the Seller with the provisions of Clauses 6.2.1 to 6.2.3 the Buyer shall, at Closing, (i) pay the Purchase Price Initial Consideration in cash to the Seller in accordance with Clauses 3.2 Section 3.3;
(ii) for itself and 3.3.on behalf of the relevant member(s) of the Purchaser’s Group (including the Group Companies), make or procure the discharge and repayment in cash by the relevant Group Companies of the Intra-Group Payables as appearing in the Intra-Group Payment Notice, to the Seller Account by way of telegraphic transfer in immediately available funds, and the Seller shall receive such payments for itself and on behalf of the Seller’s Group. Receipt by the Share Seller of such payments shall be an effective discharge of the Purchaser’s (and the relevant member(s) of the Purchaser’s – including the Group Companies) obligation to make or procure the making of such payments and the Purchaser shall not be concerned to see that the payments into the Seller Account and are applied in paying any other member of the Seller’s Group;
6.2.5 The Buyer shall provide (iii) deliver to the Seller with a certificate certificate, in the form set out forth in Exhibit D2 hereto duly executed Schedule “Purchaser’s Closing Certificate” signed by the Buyer Purchaser confirming that (i) the Buyer Warranties contained warranties of the Purchaser remain true and accurate in Clause 12 hereof.all material respects as at the Closing Date; and (ii) the Purchaser has duly performed each of the material covenants to be performed by it on or prior to the Closing Date; and
6.2.6 It is (iv) deliver to the Seller a condition certificate of the secretary or equivalent officer of the Purchaser (and if applicable the Designated Purchaser), dated as of the Closing Date, as to Closing that the due authorisation (and valid execution) of this Agreement and of all transactions contemplated herein by the relevant corporate bodies of the Purchaser (and if applicable the Designated Purchaser) and attaching any required resolution of the Purchaser (and the Buyer and Seller shall have no obligation to complete the sale and purchase Designated Purchaser) board of the Sale Shares hereunder unless) the transactions contemplated under all the Acquisition Agreements shall be completed simultaneously and successfully with the completion of the sale and purchase of the Sale Shares hereunderdirectors or similar authority relating thereto.
Appears in 1 contract
on the Closing Date. 6.2.1 the Seller shall deliver or cause to be delivered to the Buyer:
(a) duly executed instruments of transferThe Seller and the Purchaser, including in order to comply with Italian tax and corporate law, shall execute a deed of share transfer, in respect of the Sale Shares in favour of the Buyer or its nominee together with definitive share certificates thereof (if issued) transfer substantially in the names text attached hereto as Schedule 6.2(a) (the “Deed of the relevant transferor;
(b) any waiversTransfer”), consents or other documents (if applicable) required to vest in the Buyer or its nominee the full legal and beneficial ownership of the Sale Shares and enable the Buyer to procure them to be registered in the name of the Buyer or its nominee;
(c) the certified copy of the corporate registry extract, corporate seal and corporate seal registration certificate and card, minute book, statutory register and share certificate books and register of shareholders of the Company;
(d) the title deeds, leases and documents (if applicable) relating to the Properties owned or occupied by the Company;
(e) the resignation of the auditors (if any) of the Company confirming that there are no circumstances connected with their resignation which should be brought to the attention of the members or creditors of the Company and that no fees are due to them;
(f) the resignation of all the directors and the statutory auditors of the Company, executed as a deed, and confirming that they have no claim against the Company whether for loss of office or otherwise;
(g) an acknowledgement from the Seller to the Buyer and the Company, executed as a deed, to the effect that there is no outstanding indebtedness or other liability owing at the Closing Date from the Company to the Seller or the Seller’s Affiliate;
(h) certificate in the form set out in Exhibit D1 duly executed by the Seller confirming the Warranties;
(i) the service agreement in Agreed Form duly executed by the Company and before Notary Public ▇▇▇ Sun Young, . ▇▇▇▇▇ ▇▇▇▇▇-Won▇, with office in Milan, or another notary public selected by the Parties, for the transfer of the Quota. The Parties shall make their best effort to procure that ▇▇▇ . ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇, Seo ▇▇▇▇-▇▇▇▇, ▇▇▇ ▇▇▇▇-Suwith office in Milan (or such other notary public) shall take care of all the filings with the Enterprises’ Register of Turin, ▇▇▇ ▇▇▇▇-▇▇▇the Tax Office and all of the other filings and formalities required by Italian law to transfer the Quota to the Purchaser; such Deed of Transfer shall not amend, ▇▇▇ ▇▇ Suksupersede or novate any of the obligations of the Parties set forth herein, and this Agreement shall prevail in all cases upon such Deed of Transfer.
(b) The Seller and the Purchaser shall execute and deliver such other instruments as may be necessary to vest in the Purchaser full ownership of the Quota free and clear of any Encumbrances.
(c) The Seller shall:
(i) deliver to the Purchaser the Company quotaholders’ ledger book evidencing that the Seller is the sole and exclusive owner of the Quota, free and clear of any Encumbrance;
(jii) legal opinion deliver letters of resignation from BVI counsel all members of the board of directors of the Companies with effect as from the Closing Date and Cayman counsel containing a waiver to any right or claim to compensation and/or reimbursement of costs and expenses towards the Companies with respect to the office held, except with respect to such compensation and reimbursement already accrued in the Agreed Form amount to be indicated in the resignation letter itself, and dated use its best efforts to procure the delivery of letters of resignation with the same content from all members of the board of statutory auditors of the Companies with effect as of from the Closing Date;
(kiii) reasonably current Certificates of Good Standing and Incumbency procure that a quotaholders’ meeting of the Companies is validly held at Closing to resolve on the appointment as directors and, possibly, statutory auditors of the Companies of such persons designated by the Purchaser in writing to the Seller and CDCat least 2 (two) Business Days prior to the Closing Date to replace the resigning members;
(liv) signed copy deliver to the Purchaser the Bank Guarantee, substantially in the form of the resolutions duly passed by the directors of the Company approving the matters referred to in Clause 6.2.2Schedule 6.2(c) (iv);
(mv) signed copy deliver to the Purchaser and the Company written confirmation, in the form of Schedule 6.2(c) (v), that the Shareholder Loan has been waived in full, inclusive of the resolutions duly passed by affidavit from SSCP that forms an attachment thereto;
(vi) deliver to the directors of each Purchaser written evidence of the Seller full reimbursement of the Acquisition Financing and CDC approving this Agreement, release of the transactions contemplated hereunder, and Quota from the execution, delivery and performance of this Agreement by the Seller and CDCrelated Encumbrance; and
(nvii) all other documents, records, correspondence, files execute and other papers in respect of the Company which are in the Seller’s possession or control.
6.2.2 The Seller shall procure that the following business is transacted at the meetings of the directors of the Company:
(a) the directors of the Company shall approve the transfers of the Sale Shares and the registration and entry of the transferee in the register of members of the Company;
(b) all existing mandates for the operation of the bank accounts of the Company shall be revoked and new mandates issued giving authority to those persons nominated by the Buyer;
(c) the Service Agreement and deliver such other documents instruments as may be required necessary, under applicable law, to be executed by vest in the Company hereunder shall be approved and executed by Purchaser title to the Company;Quota.
(d) the persons nominated by the Buyer for appointment as directors and secretary of the Company shall be so appointed; and
(e) the External Auditors shall be appointed as auditors of the Company.
6.2.3 The Seller shall procure and undertake that as at the Closing DatePurchaser shall:
(ai) there are no sums owing to the Seller or the Seller’s Affiliate by the Company, whether or not such sums are due for repayment;
(b) the Company is released from any guarantee, indemnity, bond, letter of comfort or Encumbrance or other similar obligation given or incurred by it which relates in whole or in part to debts or other liabilities or obligations, whether actual or contingent, of any person other than the Company and prior to such repayment or release, the Seller shall keep the Company fully indemnified against any failure to make any such repayment or any liability arising under any such guarantee, indemnity, bond, letter of comfort or Encumbrance.
6.2.4 Upon compliance by the Seller with the provisions of Clauses 6.2.1 to 6.2.3 the Buyer shall, at Closing, pay the Purchase Price to the Seller Seller, without any set-off, counterclaim, exception, defense or condition, except as foreseen in and in accordance with Clauses 3.2 the provisions set forth in Section 2.1 above;
(ii) execute and 3.3.
6.2.5 The Buyer shall provide Seller with a certificate deliver such other instruments as may be necessary, under applicable law, in the form set out in Exhibit D2 hereto duly executed by the Buyer confirming the Buyer Warranties contained in Clause 12 hereof.
6.2.6 It is a condition to Closing that (and the Buyer and Seller shall have no obligation to complete the sale and purchase respect of the Sale Shares hereunder unless) the transactions contemplated under all the Acquisition Agreements shall be completed simultaneously purchase and successfully with the completion sale of the sale Quota; and
(iii) pay or cause to be paid any stamp, transfer, notarial or similar taxes, duties, fees, costs and purchase expenses however due in respect of the Sale Shares hereunderexecution and filing of the Deed of Transfer.
Appears in 1 contract
on the Closing Date. 6.2.1 (a) the Seller shall deliver or cause to be delivered (and, to the Buyer:extent relevant, shall cause its Affiliates to):
(ai) deliver to the Purchaser duly executed instruments signed transfer forms for the Shares (including duly endorsed share certificates for RIAS and a transfer notice with respect to MIF);
(ii) procure that a meeting of transfer, including deed of share transfer, MIF's shareholders' meeting is convened on the Closing Date in respect order to amend the by-laws to reflect the sale of the Sale Shares share held by the unlimited partner ("part de commandité"), to amend the company's corporate name to reflect such sale and to replace the General Partner;
(iii) procure the delivery of letters of resignation of any Person (as identified by the Purchaser as soon as possible prior to the Closing Date to permit their replacement in favour accordance with applicable Laws) who has been appointed as officer or director of the Buyer Group Companies, with effect from the Closing Date;
(iv) procure that a meeting of the related Group Companies' corporate bodies is convened on the Closing Date in order to, inter alia, propose the appointment of the successors of the resigning officers pursuant to point (iii) above;
(v) make or its nominee together with definitive share certificates thereof (if issued) procure the discharge and repayment in cash by the relevant members of the Seller's Group of the Intra-Group Receivables as appearing in the names Intra-Group Payment Notice, to the Purchaser Account, by way of telegraphic transfer in immediately available funds, and the Purchaser shall receive such payments on behalf of the relevant transferorGroup Companies. Receipt by the Purchaser of such payments in the Purchaser Account shall be an effective discharge of the Seller's (and the relevant member(s) of the Seller's Group) obligation to make or procure the making of such payments and the Seller shall not be concerned to see that the payments into the Purchaser Account are applied in paying the Group Companies;
(bvi) any waivers, consents deliver the share transfer register ("registre des mouvements de titres") and shareholders' accounts ("comptes individuels d'actionnaires") or other equivalent documents (if applicable) required to vest in the Buyer or its nominee the full legal and beneficial ownership relevant jurisdiction for each of the Sale Shares and enable the Buyer to procure them to be registered in the name Group Companies (provided that these of the Buyer or its nomineeCompanies shall be updated so as to record the transfer of Shares provided for hereunder);
(cvii) to the extent required (either by law or by the articles of association of the relevant Company) provide a certified copy of the board or shareholder meeting minutes (or other corporate registry extractdecision) for the Companies, corporate seal and corporate seal registration certificate and card, minute book, statutory register and share certificate books and register of shareholders at which the Purchaser or the designated Purchaser has been approved as a shareholder of the Company;
(dviii) provide certified copies of the title deedsminutes of the information and consulting meetings of the work council of Allibert Buckhorn France confirming that the work council has been duly notified of and attended a meeting for the purpose of being informed and consulted on the transfer of the Shares and have given an opinion ("avis") in respect thereof, leases and documents (if applicable) relating to the Properties owned or occupied by the Companyin accordance with applicable law;
(eix) provide the unconditional resignation letter of the auditors statutory auditor (if any"commissaire aux comptes") of the Company confirming that there are no circumstances connected with their resignation which should be brought to the attention each of the members or creditors Group Companies (both principal and alternate auditors), effective on the date of the Company and that no fees are due shareholder meeting called to themapprove the 2006 annual accounts;
(fx) the resignation of all the directors and the statutory auditors of the Company, executed as a deed, and confirming that they have no claim against the Company whether for loss of office or otherwise;
(g) an acknowledgement from the Seller deliver to the Buyer and the CompanyPurchaser a certificate, executed as a deed, to the effect that there is no outstanding indebtedness or other liability owing at the Closing Date from the Company to the Seller or the Seller’s Affiliate;
(h) certificate in the form set out forth in Exhibit D1 duly executed Schedule "Seller's Closing Certificate" signed by the Seller confirming the Warranties;
that (i) the service agreement Warranties remain true and accurate in Agreed Form all material respects as at the Closing Date; (ii) the Seller has duly executed performed each of the material covenants to be performed by it on or prior to the Company Closing Date; and ▇▇▇ Sun Young, ▇▇▇ ▇▇▇▇▇-Won, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇, Seo ▇▇▇▇-▇▇▇▇, ▇▇▇ ▇▇▇▇-Su, ▇▇▇ ▇▇▇▇-▇▇▇, ▇▇▇ ▇▇ Suk(iii) no Material Adverse Change has occurred with respect to the Group Companies;
(jxi) legal opinion from BVI counsel and Cayman counsel in deliver to the Agreed Form and Purchaser a certificate of the secretary or equivalent officer of the Seller, dated as of the Closing Date, as to the due authorisation (and valid execution) of this Agreement and of all transactions contemplated herein by the relevant corporate bodies of the Seller (and of the relevant Sellers' Affiliates) and attaching any required resolution of the Seller's (or the relevant Seller's Affiliate's) board of directors or similar authority relating thereto;
(kxii) reasonably current Certificates deliver to the Purchaser a certificate of Good Standing and Incumbency of non-crystallisation which shall be in a form satisfactory to the Seller and CDC;
(l) signed copy of the resolutions Purchaser duly passed executed by the directors of the Company approving the matters referred to in Clause 6.2.2;
(m) signed copy of the resolutions duly passed by the directors of each of the Seller and CDC approving this Agreement, the transactions contemplated hereunder, and the execution, delivery and performance of this Agreement by the Seller and CDC; and
(n) all other documents, records, correspondence, files and other papers Lloyds Bank PLC in respect of the Company which are in the Seller’s possession or control.
6.2.2 The Seller shall procure that the following business is transacted at the meetings of the directors of the Company:
(a) the directors of the Company shall approve the transfers of the Sale Shares debenture created on 13 July 1984 and the registration and entry of the transferee in the register of members of the Companygranted to it by Raaco Great Britain Limited;
(bxiii) all existing mandates for the operation of the bank accounts of the Company shall be revoked and new mandates issued giving authority to those persons nominated by the Buyer;
(c) the Service Agreement and such other documents as may be required to be executed by the Company hereunder shall be approved and executed by the Company;
(d) the persons nominated by the Buyer for appointment as directors and secretary of the Company shall be so appointed; and
(e) the External Auditors shall be appointed as auditors of the Company.
6.2.3 The Seller shall procure and undertake that as at the Closing Date:
(a) there are no sums owing deliver to the Seller or the Seller’s Affiliate by the Company, whether or not such sums are due for repayment;Purchaser original owner's mortgage deeds with respect to RIAS properties.
(b) the Company is released from any guarantee, indemnity, bond, letter of comfort or Encumbrance or other similar obligation given or incurred by it which relates in whole or in part to debts or other liabilities or obligations, whether actual or contingent, of any person other than the Company and prior to such repayment or release, the Seller shall keep the Company fully indemnified against any failure to make any such repayment or any liability arising under any such guarantee, indemnity, bond, letter of comfort or Encumbrance.Purchaser shall:
6.2.4 Upon compliance by the Seller with the provisions of Clauses 6.2.1 to 6.2.3 the Buyer shall, at Closing, (i) pay the Purchase Price Initial Consideration in cash to the Seller in accordance with Clauses 3.2 Section 3.3;
(ii) for itself and 3.3.on behalf of the relevant member(s) of the Purchaser's Group (including the Group Companies), make or procure the discharge and repayment in cash by the relevant Group Companies of the Intra-Group Payables as appearing in the Intra-Group Payment Notice, to the Seller Account by way of telegraphic transfer in immediately available funds, and the Seller shall receive such payments for itself and on behalf of the Seller's Group. Receipt by the Share Seller of such payments shall be an effective discharge of the Purchaser's (and the relevant member(s) of the Purchaser's -- including the Group Companies) obligation to make or procure the making of such payments and the Purchaser shall not be concerned to see that the payments into the Seller Account and are applied in paying any other member of the Seller's Group;
6.2.5 The Buyer shall provide (iii) deliver to the Seller with a certificate certificate, in the form set out forth in Exhibit D2 hereto duly executed Schedule "Purchaser's Closing Certificate" signed by the Buyer Purchaser confirming that (i) the Buyer Warranties contained warranties of the Purchaser remain true and accurate in Clause 12 hereof.all material respects as at the Closing Date; and (ii) the Purchaser has duly performed each of the material covenants to be performed by it on or prior to the Closing Date; and
6.2.6 It is (iv) deliver to the Seller a condition certificate of the secretary or equivalent officer of the Purchaser (and if applicable the Designated Purchaser), dated as of the Closing Date, as to Closing that the due authorisation (and valid execution) of this Agreement and of all transactions contemplated herein by the relevant corporate bodies of the Purchaser (and if applicable the Designated Purchaser) and attaching any required resolution of the Purchaser (and the Buyer and Seller shall have no obligation to complete the sale and purchase Designated Purchaser) board of the Sale Shares hereunder unless) the transactions contemplated under all the Acquisition Agreements shall be completed simultaneously and successfully with the completion of the sale and purchase of the Sale Shares hereunderdirectors or similar authority relating thereto.
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on the Closing Date. 6.2.1 a) The Purchaser or the Seller Sellers shall deliver or cause to be delivered to the Buyer:
(a) duly executed instruments of transfer, including deed of share transfer, in respect of the Sale Shares in favour of the Buyer or its nominee together with definitive share certificates thereof (if issued) in the names of the relevant transferor;
(b) any waivers, consents or other documents (if applicable) required to vest in the Buyer or its nominee the full legal and beneficial ownership of the Sale Shares and enable the Buyer to procure them to be registered in the name of the Buyer or its nominee;
(c) the certified a copy of the corporate registry extract, corporate seal and corporate seal registration certificate and card, minute book, statutory register and share certificate books and register of shareholders document evidencing the satisfaction of the Company;Condition Precedent set out in Clause 5.1 a).
(db) The Parties shall exhibit powers of attorney sufficient for the title deeds, leases and documents (if applicable) relating to the Properties owned or occupied by the Company;
(e) the resignation execution of the auditors (if anyTransaction and the other transactions contemplated by this Agreement and state before the Notary the satisfactory completion of Conditions Precedent set out in Clause 5.1.
c) The Sellers shall deliver certificates evidencing their compliance with the requirements of Clause 7.1, the completion of the Company confirming that there are no circumstances connected with their resignation which should be brought to the attention of the members or creditors of the Company and that no fees are due to them;
(f) the resignation of all the directors matters covered by Clause 7.2 and the statutory auditors absence of the Companyany Material Adverse Change, executed as a deed, and confirming that they have no claim against the Company whether for loss of office or otherwise;
(g) an acknowledgement from the Seller to the Buyer and the Company, executed as a deed, to the effect that there is no outstanding indebtedness or other liability owing at the Closing Date from the Company to the Seller or the Seller’s Affiliate;
(h) certificate in accordance with the form set out forth in Exhibit D1 duly executed Schedule 6.4 c).
d) The Sellers shall deliver a certificate issued by the Seller confirming the Warranties;
(i) the service agreement in Agreed Form duly executed by the Company and ▇▇▇ Sun Young, ▇▇▇ ▇▇▇▇▇-Won, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇, Seo ▇▇▇▇-▇▇▇▇, ▇▇▇ ▇▇▇▇-Su, ▇▇▇ ▇▇▇▇-▇▇▇, ▇▇▇ ▇▇ Suk;
(j) legal opinion from BVI counsel and Cayman counsel in the Agreed Form and dated as of the Closing Date;
(k) reasonably current Certificates of Good Standing and Incumbency of the Seller and CDC;
(l) signed copy of the resolutions duly passed by the directors of the Company approving the matters referred to in Clause 6.2.2;
(m) signed copy of the resolutions duly passed by the directors management body of each of the Seller and CDC approving this Agreement, the transactions contemplated hereunder, and the execution, delivery and performance of this Agreement by the Seller and CDC; and
(n) all other documents, records, correspondence, files and other papers companies in respect of the Company which shares are in the Seller’s possession or control.
6.2.2 The Seller shall procure that the following business is transacted at the meetings of the directors of the Company:
(a) the directors of the Company shall approve the transfers of the Sale Shares and the registration and entry of the transferee in the register of members of the Company;
(b) all existing mandates for the operation of the bank accounts of the Company shall be revoked and new mandates issued giving authority to those persons nominated by the Buyer;
(c) the Service Agreement and such other documents as may be required to be executed by the Company hereunder shall be approved and executed by the Company;
(d) the persons nominated by the Buyer for appointment as directors and secretary of the Company shall be so appointed; and
(e) the External Auditors shall be appointed as auditors of the Company.
6.2.3 The Seller shall procure and undertake that as at the Closing Date:
(a) there are no sums owing to the Seller or the Seller’s Affiliate by the Company, whether or not such sums are due for repayment;
(b) the Company is released from any guarantee, indemnity, bond, letter of comfort or Encumbrance or other similar obligation given or incurred by it which relates in whole or in part to debts or other liabilities or obligations, whether actual or contingent, of any person other than the Company and prior to such repayment or release, the Seller shall keep the Company fully indemnified against any failure to make any such repayment or any liability arising under any such guarantee, indemnity, bond, letter of comfort or Encumbrance.
6.2.4 Upon compliance by the Seller with the provisions of Clauses 6.2.1 to 6.2.3 the Buyer shall, at Closing, pay the Purchase Price to the Seller in accordance with Clauses 3.2 and 3.3.
6.2.5 The Buyer shall provide Seller with a certificate in the form set out in Exhibit D2 hereto duly executed by the Buyer confirming the Buyer Warranties contained in Clause 12 hereof.
6.2.6 It is a condition to Closing that (and the Buyer and Seller shall have no obligation to complete the sale and purchase of the Sale Shares hereunder unless) the transactions contemplated under all the Acquisition Agreements shall be completed simultaneously and successfully with being transferred evidencing the completion of the sale and purchase requirements set out in the Articles of Association for the transfer of the Sale shares in accordance with the terms set forth in Schedule 6.4 d).
e) The Sellers shall deliver to the Purchaser a certificate evidencing the continued validity and effectiveness of the Representations and Warranties on the Closing Date, in accordance with the terms of Schedule 6.4 e).
f) The Sellers shall deliver to the Purchaser an irrevocable first demand bank guarantee (“Aval a primer requerimiento”) in the amount of €39,000,000 (in words: Thirty-nine million Euros) in accordance with clause 16.1 of the Agreement.
g) The Sellers shall deliver to the Purchaser the certificates of title representing the Shares hereunderduly endorsed in favor of the Purchaser and shall deliver to the Notary Public all the public deeds or documents that justify ownership of the Shares for due recording of the transfer on such original titles of ownership.
h) The Purchaser shall pay to the Sellers and deliver to the escrow agent the Purchase Price in the manner provided for in Clause 4.2.
i) Sellers shall have performed and complied with all agreements and conditions required by this Agreement to be performed or satisfied by Sellers, and Sellers shall deliver to Purchaser all documents, certificates, and instruments required to be delivered by Sellers under the terms of this Agreement.
j) Sellers shall have delivered to the Purchaser the letter related to the lease agreements set out in accordance with Schedule 6.4.j)
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Sources: Purchase and Sale Agreement (TRW Automotive Holdings Corp)