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purchase-agreements | exhibit 10. 1 securities purchase agreement dated as of september 18, 2012 between suffolk bancorp and the investor party hereto exhibit 10. 1 exhibit 10. 1 securities purchase agreement dated as of september 18, 2012 between suffolk bancorp and the investor party hereto table of contents article i purchase ; closing 1. 1 purchase page 1 1. 2 closing 1 article ii representations and warranties 2. 1 disclosure 3 2. 2 representations and warranties of the company 4 2. 3 representations and warranties of the investor 11 article iii covenants 3. 1 efforts 13 3. 2 confidentiality 13 article iv additional agreements 4. 1 registration rights 13 4. 2 legend 23 4. 3 nasdaq listing 24 4. 4 certain transactions 24 4. 5 witholding 24 4. 6 notice of control 24 article v termination 5. 1 termination 25 5. 2 effects of termination 25 - i - table of contents article i purchase ; closing 1. 1 purchase page 1 1. 2 closing 1 article ii representations and warranties 2. 1 disclosure 3 2. 2 representations and warranties of the company 4 2. 3 representations and warranties of the investor 11 article iii covenants 3. 1 efforts 13 3. 2 confidentiality 13 article iv additional agreements 4. 1 registration rights 13 4. 2 legend 23 4. 3 nasdaq listing 24 4. 4 certain transactions 24 4. 5 witholding 24 4. 6 notice of control 24 article v termination 5. 1 termination 25 5. 2 effects of termination 25 article i purchase ; closing article i purchase ; closing 1. 1 purchase page 1 1. 1 1. 1 purchase purchase page 1 page 1 1. 2 closing 1 1. 2 1. 2 closing closing 1 1 article ii representations and warranties article ii representations and warranties article ii representations and warranties 2. 1 disclosure 3 2. 1 2. 1 disclosure disclosure 3 3 2. 2 representations and warranties of the company 4 2. 2 2. 2 representations and warranties of the company representations and warranties of the company 4 4 2. 3 representations and warranties of the investor 11 2. 3 2. 3 representations and warranties of the investor representations and warranties of the investor 11 11 article iii covenants article iii covenants article iii covenants 3. 1 efforts 13 3. 1 3. 1 efforts efforts 13 13 3. 2 confidentiality 13 3. 2 3. 2 confidentiality confidentiality 13 13 article iv additional agreements article iv | 0 |
purchase-agreements | exhibit 2. 1 execution copy first amendment to amended and restated membership interest purchase agreement this first amendment to amended and restated membership interest purchase agreement ( this โ amendment โ ) is made and entered into as of april 19, 2013, and amends that certain amended and restated membership interest purchase agreement, dated as of february 13, 2013 ( the โ original execution date โ ), by and among constellation beers ltd., a maryland corporation ( โ constellation beers โ ), constellation brands beach holdings, inc., a delaware corporation ( โ cbbh โ ), constellation brands, inc., a delaware corporation ( โ cbi โ ), and anheuser - busch inbev sa / nv, a belgian corporation ( โ abi โ ) ( the โ agreement โ ). w i t n e s s e t h whereas, on july 17, 2006, diblo, s. a. de c. v., a mexican sociedad anonima de capital variable ( โ diblo โ ), and constellation beers ( then known as barton beers, ltd. ) agreed to establish and engage in a joint venture, crown imports llc, a delaware limited liability company ( the โ importer โ ), for the principal purpose of importing, marketing and selling beer packaged in containers bearing one or more of the trademarks belonging to grupo modelo, s. a. b. de c. v., a sociedad anonima bursatil de capital variable organized under the laws of mexico ( โ grupo modelo โ ), or one of its affiliates ; whereas, gmodelo corporation, a delaware corporation and a subsidiary of grupo modelo ( โ seller โ ), and constellation beers are parties to that certain amended and restated limited liability company agreement of crown imports llc, dated as of january 2, 2007 ( as amended through june 28, 2012, the โ llc agreement โ ) ; whereas, seller holds fifty percent ( 50 % ) of the limited liability company membership interests ( the โ llc interests โ ) of the importer ( the limited liability company membership interests owned by seller, the โ importer interest โ ) ; whereas, on february 13, 2013, constellation beers, cbbh, cbi and abi enterered into the agreement, pursuant to which abi shall cause seller to divest, and cbi shall cause constellation beers and cbbh to acquire, the importer interest ; and whereas, the | 1 |
purchase-agreements | exhibit 10. 2 execution version llc interest purchase agreement this llc interest purchase agreement ( โ agreement โ ) is made as of november 20, 2009, by illinois corn processing holdings llc, a delaware limited liability company ( โ buyer โ ), and mgp ingredients, inc., a kansas corporation ( โ seller โ ). recitals seller desires to sell, and buyer desires to purchase, 50 % ( the โ purchased interest โ ) of the issued and outstanding limited liability company interest of illinois corn processing, llc, a delaware limited liability company ( the โ company โ ), for the consideration and on the terms set forth in this agreement. agreement the parties, intending to be legally bound, agree as follows : 1. definitions for purposes of this agreement, the following terms have the meanings specified or referred to in this section 1 : โ additional capital investment โ โ all additional equity capital contributions and total capital expenditures made by each of buyer and seller pursuant to the llc agreement. โ applicable contract โ โ any contract ( a ) under which the company has or may acquire any rights, ( b ) under which the company has or may become subject to any obligation or liability, or ( c ) by which the company or any of the assets owned or used by it is or may become bound. โ breach โ โ a โ breach โ of a representation, warranty, covenant, obligation, or other provision of this agreement or any instrument delivered pursuant to this agreement will be deemed to have occurred if there is or has been ( a ) any inaccuracy in or breach of, or any failure to perform or comply with, such representation, warranty, covenant, obligation, or other provision, or ( b ) any claim ( by any person ) or other occurrence or circumstance that is or was inconsistent with such representation, warranty, covenant, obligation, or other provision, and the term โ breach โ means any such inaccuracy, breach, failure, claim, occurrence, or circumstance. โ business โ โ the business operations, activities, plant assets and practices associated with the production of fuel ethanol, food grade and industrial grade alcohol and associated by - products at the plant. โ buyer โ โ as defined in the first paragraph of this agreement. โ buyer indemnified persons โ โ as defined in section 10. 2. exhibit 10. 2 execution version llc interest purchase agreement this llc interest purchase agreement ( โ agreement โ ) is made as of november 20, 2009, by illinois corn processing | 2 |
purchase-agreements | debt purchase agreement this debt purchase agreement ( the โ agreement โ ) made as of this _ 17th day of february, 2017 by and between lg capital funding, llc ( the โ seller โ ) and ghs investments, llc ( the โ buyer โ ). 1. purchase and sale of the convertible note upon the terms and conditions herein contained, at each closing as hereinafter defined, the seller hereby sells, assigns and transfers to the buyer and the buyer agrees to purchase from the seller the โ transferred rights โ of the seller and all rights thereto, free and clear of all liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature and description. transferred rights shall mean all rights with respect to $ 563, 027. 81 in principal, accrued interest, and settlement premiums under those certain convertible promissory notes ( collectively, the " notes " ) issued to the seller by rich pharmaceuticals, inc. ( โ borrower โ or โ company โ ) in the principal face amounts as outlined in schedule 1 below. by its signatures hereto, the borrower accepts the assignment of the transferred rights to buyer and agrees that buyer may convert the transferred rights into shares of the company โ s common stock. schedule 1 principal date of issuance present balance with interest, and settlement premiums $ 30, 000 " lg 1 " 5 / 26 / 16 8 % redeemable convertible note. $ 38, 106. 74 $ 19, 864. 73 " lg 2 " 6 / 8 / 16 - originally issued to typenex on 5 / 29 / 15 pursuant to a $ 362, 500 note and $ 19, 864. 73 assigned to lg on 6 / 6 / 2016. $ 26, 558. 87 $ 84, 250 " lg 3 " 6 / 10 / 16 - 8 % redeemable convertible note. $ 134, 213. 71 $ 29, 117. 91 " lg 4 " 6 / 23 / 16 - originally issued to auctus on 3 / 9 / 15 and assigned to lg 6 / 23 / 16. $ 44, 432. 65 $ 56, 000 " lg 5 " 6 / 24 / 16 8 % convertible redeemable note. $ 90, 075. 62 $ 58, 000 " lg 6 " 7 / 8 / 16 8 % convertible redeemable note | 3 |
purchase-agreements | exhibit 2. 1 purchase and assumption agreement dated as of february 12, 2018 between mainsource bank and german american bancorp table of contents page article 1 certain definitions 1. 1certain definitions21. 2accounting terms12 1. 1certain definitions21. 2accounting terms12 1. 1certain definitions21. 2accounting terms12 1. 1 1. 1 certain definitions certain definitions 2 2 1. 2 1. 2 accounting terms accounting terms 12 12 article 2the p & a transaction 2. 1purchase and sale of assets122. 2assumption of liabilities132. 3purchase price142. 4assumption of ira and keogh account deposits142. 5sale and transfer of servicing15 2. 1purchase and sale of assets122. 2assumption of liabilities132. 3purchase price142. 4assumption of ira and keogh account deposits142. 5sale and transfer of servicing15 2. 1purchase and sale of assets122. 2assumption of liabilities132. 3purchase price142. 4assumption of ira and keogh account deposits142. 5sale and transfer of servicing15 2. 1 2. 1 purchase and sale of assets purchase and sale of assets 12 12 2. 2 2. 2 assumption of liabilities assumption of liabilities 13 13 2. 3 2. 3 purchase price purchase price 14 14 2. 4 2. 4 assumption of ira and keogh account deposits assumption of ira and keogh account deposits 14 14 2. 5 2. 5 sale and transfer of servicing sale and transfer of servicing 15 15 article 3 closing procedures ; adjustments 3. 1closing153. 2payment at closing153. 3adjustment of purchase price163. 4proration ; other closing date adjustments163. 5seller deliveries173. 6purchaser deliveries183. 7delivery of the loan documents183. 8owned real property filings183. 9allocation of purchase price19 3. 1closing153. 2payment at closing153. 3adjustment of purchase price163. 4proration ; other closing date adjustments163. 5seller deliveries173. 6purchaser deliveries183. 7delivery of | 4 |
purchase-agreements | exhibit 10. 12 [ * ] = certain confidential information contained in this document, marked by brackets, is filed with the securities and exchange commission pursuant to rule 406 under the securities act of 1933, as amended. asset purchase agreement among aquinox pharmaceuticals inc. and biolipox ab ( publ. ) and orexo ab ( publ. ) dated : august 19th, 2009 th [ * ] = certain confidential information contained in this document, marked by brackets, is filed with the securities and exchange commission pursuant to rule 406 under the securities act of 1933, as amended. asset purchase agreement article 1 interpretation 1 1. 1 definitions 1 1. 2 currency 10 1. 3 headings ; wording 10 article 2 assets and liabilities 10 2. 1 purchase and sale of acquired assets 10 2. 2 license grant 10 2. 3 assumed liabilities 11 2. 4 retained liabilities 11 2. 5 restricted contracts 12 2. 6 additional buyer interests 12 article 3 consideration 13 3. 1 additional definitions 13 3. 2 purchase price 13 3. 3 purchase price allocation 14 3. 4 taxes 14 3. 5 audits 15 3. 6 development 15 3. 7 information 15 3. 8 conditions to issuance of payment shares 16 article 4 closing 16 4. 1 closing 16 4. 2 closing conditions of buyer 16 4. 3 closing conditions of seller 17 article 5 pre - closing covenants 18 5. 1 forbearance and fiduciary duties 18 5. 2 governmental and other third party consents 19 5. 3 due diligence 19 5. 4 notification of certain matters 19 5. 5 general pre - closing covenants 20 5. 6 further assurances 21 article 6 post - closing covenants 21 6. 1 set off 21 6. 2 assistance in proceedings 21 6. 3 technology transfer 22 6. 4 employees 22 6. 5 intellectual property matters 22 6. 6 non - competition 22 article 1 interpretation 1 article 1 interpretation 1. 1 definitions 1 1. 1 1. 2 currency 10 1. 2 1. 3 headings ; wording 10 1. 3 article 2 assets and liabilities 10 article 2 assets and liabilities 2. 1 purchase and sale of acquired assets 10 2. 1 2. 2 license grant 10 2. 2 2. 3 assumed liabilities 11 2. 3 2. 4 retained liabilities 11 2. 4 2. 5 restricted contracts 12 2. 5 2. 6 additional buyer interests 12 2. 6 article 3 consideration 13 article | 5 |
purchase-agreements | exhibit 1. 1 adaptimmune therapeutics plc ( a public limited company organized under the laws of england and wales ) 7, 000, 000 american depositary shares representing an aggregate of 42, 000, 000 ordinary shares purchase agreement dated : april 5, 2017 adaptimmune therapeutics plc ( a public limited company organized under the laws of england and wales ) 7, 000, 000 american depositary shares representing an aggregate of 42, 000, 000 ordinary shares purchase agreement april 5, 2017 matrix capital management master fund, lp 1000 winter street suite 4500 waltham, ma 02451 ladies and gentlemen : adaptimmune therapeutics plc, a public limited company organized under the laws of england and wales ( the โ company โ ), confirms its agreement with matrix capital management master fund, lp ( the โ purchaser โ ), with respect to the issuance and sale by the company and the purchase by the purchaser of 7, 000, 000 american depositary shares of the company ( โ adss โ ), each ads representing 6 new ordinary shares, par value ยฃ0. 001 per share, of the company ( โ ordinary shares โ ). the new ordinary shares represented by the adss are herein called the โ shares. โ the adss will be evidenced by american depositary receipts ( the โ adrs โ ) to be issued pursuant to a deposit agreement dated may 11, 2015 by and among the company, citibank, n. a., as depositary ( the โ depositary โ ), and the holders from time to time of the adrs evidencing adss issued thereunder ( the โ deposit agreement โ ). the company has filed with the securities and exchange commission ( the โ commission โ ) a shelf registration statement on form s - 3 ( no. 333 - 212713 ), covering the public offering and sale of certain securities, including the shares, under the securities act of 1933, as amended ( the โ 1933 act โ ), and the rules and regulations promulgated thereunder ( the โ 1933 act regulations โ ), which shelf registration statement has been declared effective by the commission. such registration statement, as of any time, means such registration statement as amended by any post - effective amendments thereto to such time, including the exhibits and any schedules thereto at such time, the documents incorporated by reference therein at such time pursuant to item 12 of form s - 3 under the 1933 act and | 6 |
purchase-agreements | exhibit 10. 2 information in this exhibit identified by [ * * * ] is confidential and has been excluded pursuant to item 601 ( b ) ( 10 ) ( iv ) of regulation s - k because it is both ( i ) not material and ( ii ) would likely cause competitive harm to the registrant if publicly disclosed. amendment no. 13 to the a320 family aircraft purchase agreement dated as of october 19, 2011 between airbus s. a. s. and jetblue airways corporation this amendment no. 13 ( hereinafter referred to as the โ amendment โ ) is entered into as of june 20, 2019 between airbus s. a. s. a societe par actions simplifiee, created and existing under french law, having its registered office at 2 rond - point emile dewoitine, 31700 blagnac, france and registered with toulouse registre du commerce under number rcs toulouse 383 474 814 ( the โ seller โ ) and jetblue airways corporation, a corporation organized under the laws of delaware having its principal corporate offices at 27 - 01 queens plaza north, long island city, new york 11101 ( formerly 118 - 29 queens boulevard, forest hills, new york 11375 ), united states of america ( the โ buyer โ ). whereas, the buyer and the seller entered into an a320 family purchase agreement dated as of october 19, 2011, relating to the sale by the seller and the purchase by the buyer of certain firmly ordered airbus a320 family aircraft, which together with all amendments, exhibits, appendices, and letter agreements attached thereto is hereinafter called the โ agreement โ. whereas, the buyer and the seller wish to amend the agreement to reflect, among other things, the type conversion of certain aircraft. now therefore, subject to the terms and conditions set forth herein, it is agreed as follows : capitalized terms used herein and not otherwise defined in this amendment will have the meanings assigned to them in the agreement. except as used within quoted text, the terms โ herein โ, โ hereof โ, and โ hereunder โ and words of similar import refer to this amendment. 1scope 1 1 scope scope 1. 1the buyer wishes to [ * * * ], to convert thirteen ( 13 ) aircraft into thirteen ( 13 ) converted a321 xlr aircraft. 1. 1 1. 1 the buyer wishes to [ * * * | 7 |
purchase-agreements | exhibit 10. 1 equipment purchase contract this equipment purchase contract, together with the exhibits attached hereto ( this โ contract โ ) is entered into as of march 8, 2007 by and between hub city terminals, inc., located at 3050 highland parkway suite 100 downers grove, il 60515, u. s. a. ( โ buyer โ ), singamas management services, ltd., located at p. o. box 71, craigmuir chambers, road town, tortola, british virgin islands ( โ seller โ ) and, for purposes of article 11 only, singamas north america, inc., located at 2410 camino ramon, suite 135, san ramon, ca 94583 ( โ old seller โ ). whereas, buyer and old seller entered into that certain equipment purchase contract, dated as of march 8, 2006 ( the โ 2006 purchase contract โ ) pursuant to which buyer purchased containers ( as defined hereinafter ) from old seller ; whereas, old seller and seller are corporate affiliates ; and whereas, buyer and seller desire to enter into this contract pursuant to which buyer shall purchase containers from seller. buyer and seller agree as follows : article 1. specification ; equipment ; contract price ; scheduled delivery dates ; pool ( a ) pursuant to article 2 of this contract, buyer and seller agree to develop on a joint basis the specification ( as defined in article 2 ( a ) ) for the manufacture of the steel containers described in exhibit a ( collectively, the โ equipment โ and each individually, a โ unit โ or โ container โ ). ( b ) seller covenants and agrees to manufacture, at the singamas plant located at qingdao, china, or at such additional plants as may be approved by buyer ( collectively, the โ plant โ ), the equipment in accordance with the specification developed pursuant to article 2, and shall sell and deliver the equipment to buyer at buyer โ s depots as set forth in exhibit a ( โ buyer โ s depots โ ), or to such other locations as may be agreed to between buyer and seller ( collectively, the โ authorized delivery locations โ ), in accordance with the scheduled delivery dates set forth in exhibit a, as the same may be modified only by mutual agreement in writing pursuant to article 2 ( d ), 3 ( b ) or 4 ( a ) ( as modified, the scheduled delivery dates ), at seller โ s risk and expense as provided in this contract | 8 |
purchase-agreements | exhibit 10. 60 exhibit 10. 60 | 9 |
purchase-agreements | exhibit 1. 1 execution version ares capital corporation ( a maryland corporation ) $ 400, 000, 000 2. 875 % notes due 2028 purchase agreement dated : august 4, 2021 ares capital corporation ( a maryland corporation ) $ 400, 000, 000 2. 875 % notes due 2028 purchase agreement august 4, 2021 bofa securities, inc. j. p. morgan securities llc smbc nikko securities america, inc. wells fargo securities, llc as representatives of the underwriters named in schedule a hereto. c / o bofa securities, inc. one bryant park new york, new york 10036 c / o j. p. morgan securities llc 383 madison avenue new york, new york 10179 c / o smbc nikko securities america, inc. 277 park avenue, 5th floor new york, new york 10172 c / o wells fargo securities, llc 550 south tryon street charlotte, nc 28202 ladies and gentlemen : ares capital corporation, a maryland corporation ( the โ company โ ), confirms its agreement with each of the underwriters named in schedule a hereto ( collectively, the โ underwriters, โ which term shall also include any underwriter substituted as hereinafter provided in section 10 hereof ), for whom bofa securities, inc., j. p. morgan securities llc, smbc nikko securities america, inc. and wells fargo securities, llc are acting as representatives ( in such capacity, the โ representatives โ ), with respect to the issue and sale by the company and the purchase by the underwriters, acting severally and not jointly, of $ 400, 000, 000 aggregate principal amount of 2. 875 % notes due 2028 ( the โ securities โ ) of the company set forth in said schedule a. the securities will be issued under an indenture dated as of october 21, 2010, as supplemented by the fourteenth supplemental indenture, dated as of june 10, 2021 ( collectively, the โ indenture โ ) between the company and u. s. bank national association, as trustee ( the โ trustee โ ). the aforesaid securities will be issued to cede & co. as nominee of the depository trust company ( โ dtc โ ) pursuant to a blanket letter of representations, dated as of october 14, 2010 ( the โ dtc agreement โ ), between the company and dtc. 2 2 on june 10, 2021, | 10 |
purchase-agreements | exhibit 10. 1 aircraft sale & purchase agreement dated 25 october 2018 celestial aviation trading 22 limited as seller contrail aviation support, llc as purchaser relating to one b737 - 700 aircraft manufacturer's serial number 30742 contents clause page 1. interpretation l 2. representations and warranties 1 3. agreement to sell and purchase 1 4. conditions precedent 2 5. purchase price 2 6. inspectjon and delivery 5 7. aircraft condition & warranties 6 8. registration fees 7 9. indemnities & liability insurance 7 10. further provisions 8 11. law and jurisdiction 9 12. brokers and other third parties 10 schedule 1 description of aircraft & delivery condition requirements 12 schedule 2 definitions 13 schedule 3 conditions precedent 16 schedule 4 representations and warranties 17 schedule 5 bill of sale 19 schedule 6 form of technical acceptance certificate 20 clause page 1. interpretation l 1. 1. interpretation interpretation l l 2. representations and warranties 1 2. 2. representations and warranties representations and warranties 1 1 3. agreement to sell and purchase 1 3. 3. agreement to sell and purchase agreement to sell and purchase 1 1 4. conditions precedent 2 4. 4. conditions precedent conditions precedent 2 2 5. purchase price 2 5. 5. purchase price purchase price 2 2 6. inspectjon and delivery 5 6. 6. inspectjon and delivery inspectjon and delivery 5 5 7. aircraft condition & warranties 6 7. 7. aircraft condition & warranties aircraft condition & warranties 6 6 8. registration fees 7 8. 8. registration fees registration fees 7 7 9. indemnities & liability insurance 7 9. 9. indemnities & liability insurance indemnities & liability insurance 7 7 10. further provisions 8 10. 10. further provisions further provisions 8 8 11. law and jurisdiction 9 11. 11. law and jurisdiction law and jurisdiction 9 9 12. brokers and other third parties 10 12. 12. brokers and other third parties brokers and other third parties 10 10 schedule 1 description of aircraft & delivery condition requirements 12 schedule 1 schedule 1 description of aircraft & delivery condition requirements 12 12 schedule 2 definitions 13 schedule 2 schedule 2 definitions 13 13 schedule 3 conditions precedent 16 schedule 3 schedule 3 conditions precedent 16 16 schedule 4 representations and warranties 17 schedule 4 schedule 4 representations and warranties 17 17 schedule 5 bill of sale 19 schedule 5 schedule 5 bill of sale 19 19 schedule 6 form of technical acceptance certificate 20 schedule 6 schedule 6 form | 11 |
purchase-agreements | exhibit 10. 1 second amendment to purchase agreement this second amendment to purchase agreement, dated as of february 6, 2017 ( the โ second amendment โ ), by and between galena biopharma, inc., a delaware corporation ( the โ company โ ), and lincoln park capital fund, llc, an illinois limited liability company ( the โ investor โ ), amends the purchase agreement, dated as of november 18, 2014 ( as amended by amendment dated august 8, 2016 ), by and between the company and the investor ( the โ purchase agreement โ ). witness : whereas, the company and the investor wish to further amend the purchase agreement to reduce the remaining shares of common stock that may be purchased by the investor thereunder to approximately two million dollars ( $ 2, 000, 000 ). now, therefore, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the company and the investor hereby agree as follows : defined terms. defined terms used herein but not otherwise defined shall have the meaning in the purchase agreement. available amount. the definition of available amount in section 1 ( g ) of the purchase agreement is hereby amended by deleting โ fifty - five million dollars ( $ 55, 000, 000 ) โ and inserting therefor โ fifteen million six hundred thousand dollars ( $ 15, 600, 000 ). โ prospectus supplement. the company shall promptly file a prospectus supplement to the registration statement reflecting the reduction in the amount of shares of common stock available to be purchased by the investor under the purchase agreement. the investor shall have the right to review such prospectus supplement as provided in section 5 ( k ) of the purchase agreement. 4. notices. section 12 ( f ) of the purchase agreement is amended so that notices to the company will be address or directed as follows : galena biopharma inc., 2000 crow canyon place, suite 380, san ramon, ca 94583 ; attention : thomas j. knapp, acting general counsel ; telephone : 301 # # # - # # # - # # # # ; email : * * * @ * * *. with a copy to : paul hastings llp, 55 2nd street, 23rd floor, san francisco, ca 94105 ; attention : thomas r. pollock ; telephone : 415 # # # - # # # - # # # # ; email : * * * @ * * *. 1. full force and effect | 12 |
purchase-agreements | exhibit 10. 7 form of purchase contract with supplier amount _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ref # _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ item clause description 1 production standard manufactured strictly in accord with what is required in drawings provided by the purchaser 2 regular orders for details one shall read the monthly executed order by both parties for information regarding quantity and delivery date 3 delivery seller shall deliver in time to designated warehouse. any damages caused by collision, wet and corrosion shall be the seller's responsibility 4 packing strictly in accord with purchaser's specification 5 acceptance to be accepted in accord with drawings and mutual - agreed standard 6 notice and breaches in case the seller cannot deliver the product in time, a written notice shall be sent to the purchaser twenty ( 20 ) days in advance, while a notice shall be sent to the purchaser two ( 2 ) months in advance if seller stops its supply. and a six ( 6 ) months extension of supply may required when the substitute supplier cannot satisfy purchaser's demand 7 payment method the seller shall make the payment sixty ( 60 ) days after the purchased item is placed in the storehouse. the payment will be made by wire transfer and the amount of wire transfer shall constitute 40 - 50 % of the payment. 8 responsibility the delivery from seller shall meet quality, quantity and time requirement of the purchaser. any damages to purchaser's production caused by delayed delivery or poor goods quality shall be in the seller's account. 9 confidentiality any design or technical specifications and inspection standards shall be kept in secret and cannot be disclose to any third parties 10 exclusivity the seller shall not provide contracted products to any third parties. 11 punishment if the seller sold the contracted products to any third parties, the penalty will be rmb10. 000 yuan or 1. 5 times of the breaching value whichever is larger 12 ownership of drawings and the purchaser has the ownership of the design and technical information of the contracted products. once this contract is terminated, the seller shall return these design and technical information and can not sell the contracted products or products made by using the purchaser's technology to any third parties. a charge at the amount of 1. 5 times of the sale price may be impose on seller by the buyer if the buyer breaches the contract. 13 others other matters will be decided in compliance with " economic contract law " | 13 |
purchase-agreements | exhibit 10. 1 small business lending fund โ securities purchase agreement midsouth bancorp, inc. 0347 name of company sblf no. 102 versailles boulevard corporation street address for notices organizational form ( e. g., corporation, national bank ) lafayette louisiana 70501 louisiana city state zip code jurisdiction of organization c. r. cloutier federal reserve name of contact person to receive notices appropriate federal banking agency ( 337 ) 593 - 3265 ( 337 ) 237 - 8343 august 25, 2011 fax number for notices phone number for notices effective date midsouth bancorp, inc. midsouth bancorp, inc. 0347 0347 name of company sblf no. 102 versailles boulevard 102 versailles boulevard corporation corporation street address for notices organizational form ( e. g., corporation, national bank ) lafayette lafayette louisiana louisiana 70501 70501 louisiana louisiana city state zip code jurisdiction of organization c. r. cloutier c. r. cloutier federal reserve federal reserve name of contact person to receive notices appropriate federal banking agency ( 337 ) 593 - 3265 ( 337 ) 593 - 3265 ( 337 ) 237 - 8343 ( 337 ) 237 - 8343 august 25, 2011 august 25, 2011 effective date this securities purchase agreement ( the โ agreement โ ) is made as of the effective date set forth above ( the โ signing date โ ) between the secretary of the treasury ( โ treasury โ ) and the company named above ( the โ company โ ), an entity existing under the laws of the jurisdiction of organization stated above in the organizational form stated above. the company has elected to participate in treasury โ s small business lending fund program ( โ sblf โ ). this agreement contains the terms and conditions on which the company intends to issue preferred stock to treasury, which treasury will purchase using sblf funds. this agreement consists of the following attached parts, all of which together constitute the entire agreement of treasury and the company ( the โ parties โ ) with respect to the subject matter hereof, superseding all prior written and oral agreements and understandings between the parties with respect to such subject matter : annex a : information specific to the company and the investment annex b : definitions annex c : general terms and conditions annex d : disclosure schedule annex e : registration rights annex f : form of certificate of designation annex g : form of officer โ s certificate annex h : form of supplemental reports annex i : form of annual certification annex j : | 14 |
purchase-agreements | exhibit 10. 1 schedule of investors to securities purchase agreement, by and among aveo pharmaceuticals, inc. and the investors set forth therein, dated as of october 28, 2010 investor number of shares purchased number of shares purchased total purchase price janus investment fund on behalf of its series janus global life sciences fund janus capital funds plc on behalf of its sub - fund janus global life sciences fund healthcor, l. p. healthcor offshore master fund, l. p. healthcor hybrid offshore master fund, l. p. alyeska master fund, l. p. ( entity name, alyeska investment group, l. p. ) deutsche bank ag london fidelity advisor series i : fidelity advisor dividend growth fund fidelity advisor series i : fidelity advisor balanced fund fidelity select portfolios : health care portfolio variable insurance products fund ii : contrafund portfolio fidelity puritan trust : fidelity balanced fund fidelity securities fund : fidelity dividend growth fund fidelity destiny portfolios : fidelity advisor capital development fund fidelity advisor series vii : fidelity advisor health care fund variable insurance products fund iv : health care portfolio fidelity central investment portfolios llc : fidelity health care central fund variable insurance products fund iii : balanced portfolio fidelity devonshire trust : fidelity series all - sector equity fund baupost group securities, l. l. c. plutus holdings 2 ltd total securities purchase agreement this securities purchase agreement ( this โ agreement โ ) is made and entered into as of october 28, 2010 by and among aveo pharmaceuticals, inc., a delaware corporation ( the โ company โ ), and the investors set forth on the signature pages affixed hereto ( each an โ investor โ and collectively the โ investors โ ). recitals a. the company and the investors are executing and delivering this agreement in reliance upon the exemption from securities registration afforded by the provisions of regulation d ( โ regulation d โ ), as promulgated by the u. s. securities and exchange commission ( the โ sec โ ) under the securities act of 1933, as amended ; and b. the investors wish to purchase from the company, and the company wishes to sell and issue to the investors, upon the terms and subject to the conditions stated in this agreement, shares ( the โ shares โ ) of the company โ s common stock, par value $ 0. 001 per share ( the โ common stock โ ) at a purchase price of $ 13. 50 per share ( the โ purchase price โ ). c. | 15 |
purchase-agreements | exhibit 2. 1 equity purchase agreement by and among magnetic seal llc, ducommun labarge technologies, inc., mag parent, inc. and thomas b. colby and lyman j. colby exhibit 2. 1 equity purchase agreement by and among magnetic seal llc, ducommun labarge technologies, inc., mag parent, inc. and thomas b. colby and lyman j. colby dated as of december 15, 2021 | 16 |
purchase-agreements | a. flawsome is a wholly - owned subsidiary of lakefield ; b. lakefield and flawsome ( together, the โ vendors โ ) are the developers and owners of the purchased assets ; and c. the purchaser wishes to purchase the purchased assets from the vendors, and the vendors wish to sell the purchased assets to the purchaser, upon and subject to the terms and conditions of this agreement : 1. interpretation 1. 1 defined terms. in this agreement : ( a ) โ accounts โ means the social media, marketing and newsletter, analytics, mail and other accounts listed and described in schedule b to this agreement ; ( b ) โ closing โ means the completion of the transactions contemplated in this agreement ; ( c ) โ closing date โ means may 17, 2013, or such other date as lakefield and purchaser may mutually agree to in writing ; ( d ) โ confidential information โ is information known or used by the vendors in connection with the website : ( i ) that is used, or may be used, in business or for any commercial advantage ; ( ii ) that derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use ; ( iii ) is the subject of reasonable efforts to prevent it from becoming generally known ; and ( iv ) the disclosure of which would result in harm or improper benefit ; and includes any trade secret, algorithm, formula, design, concept, idea, prototype, compilation of information, data, database, program, method, technique and process relating to the website, including customer information, financial information, marketing plans and business strategies and opportunities related to the website, or confidential information of any third party that is provided to the vendors in connection with the website, but does not include any of the foregoing which is or becomes a matter of public knowledge other than as a result of a breach of this agreement ; ( e ) โ contracts โ means the contracts listed and described in schedule b to this agreement ; ( f ) โ documentation โ means all written materials used for the development, maintenance and implementation of the website, including flow charts, schematics, specifications, architectural standards, user guides, manuals, help and read - me files, installation guides, application and data files and specifications and includes, at the time of their creation, all modifications to any of the foregoing, and includes the documentation listed and described in schedule b to this agreement ; ( | 17 |
purchase-agreements | exhibit 2. 1purchase agreementby and amonggroup 1 automotive, inc., gpb portfolio automotive, llc, capstone automotive group, llc, capstone automotive group ii, llc, automile parent holdings, llc, automile ty holdings, llcandprime real estate holdings, llcdated as of september 12, 2021 exhibit 2. 1purchase agreementby and amonggroup 1 automotive, inc., gpb portfolio automotive, llc, capstone automotive group, llc, capstone automotive group ii, llc, automile parent holdings, llc, automile ty holdings, llcandprime real estate holdings, llcdated as of september 12, 2021 exhibit 2. 1 purchase agreement by and among group 1 automotive, inc., gpb portfolio automotive, llc, capstone automotive group, llc, capstone automotive group ii, llc, automile parent holdings, llc, automile ty holdings, llc and prime real estate holdings, llc dated as of september 12, 2021 table of contentspagearticle idefinitions ; interpretationsection 1. 01. definitions1section 1. 02. other defined terms14section 1. 03. interpretation17article iipurchase and sale ; assumption of liabilitiessection 2. 01. purchase and sale18section 2. 02. purchased assets ; excluded assets19section 2. 03. assumed liabilities ; excluded liabilities22section 2. 04. non - transferable assets24section 2. 05. purchaser โ s recording and similar responsibilities25section 2. 06. payment of closing purchase price25section 2. 07. closing purchase price adjustment25section 2. 08. withholding27section 2. 09. holdback amount27section 2. 10. deposit28article iiiclosing ; closing deliveriessection 3. 01. closing28section 3. 02. delayed closing28section 3. 03. effectiveness29section 3. 04. transactions to be effected at the closing29section 3. 05. allocation of closing purchase price30article ivrepresentations and warranties of the seller partiessection 4. 01. organization ; standing31section 4. 02. authority ; enforceability ; noncontravention31section 4. 03. governmental approvals32section 4. 04. capitalization ; title to transferred interests32section 4. 05. title to tangible property32section 4. 06. sufficiency of assets33section 4. 07 | 18 |
purchase-agreements | exhibit 10. 4 may 3, 2019 christian boas rue du moulin 12, 1310 la hulpe ( belgium ) emile boas avenue du beau feuillage 1a, 1950 kraainem ( belgium ) dreda / sylvie boas avenue e. van becelaere 103, 1170 watermael - boitsfort ( belgium ) re : amendment to the agreement for the sale and purchase of shares of s. r. i. f. nv dear sir / madam, we refer to the agreement for the sale and purchase of the shares of s. r. i. f. nv among christian boas, emile boas, dreda general partnership under belgian law and sylvie boas ( together, the โ sellers โ ), spirit aerosystems belgium holdings bvba ( the โ purchaser โ ) and spirit aerosystems holdings, inc. ( together with the purchaser, โ spirit โ ), as amended by the letter agreements dated march 19, 2019 and march 27, 2019 ( the โ agreement โ ). as it is our understanding that the parties desire to extend the long stop date in order to provide additional time for the competition condition to be satisfied, we hereby seek the agreement of the sellers to replace and restate the definition of long stop date in the agreement as follows : โ long stop date means july 15, 2019 ; โ additionally, in order to address capital expenditures budgeted by the group companies as of the signing date which have not been made prior to the closing, the parties hereby agree that no later than may 14, 2019, they will agree to amend the spa to provide for certain minor administrative changes described on exhibit a hereto. the parties acknowledge and agree that this letter agreement has been negotiated by the parties in good faith. this letter agreement constitutes a written agreement by and among the parties as set forth in clause 25. 8 of the agreement. all terms used but not defined herein shall have the meaning set forth in the agreement. clause 26 of the agreement shall apply also to this letter agreement. yours faithfully on behalf of spirit, / s / sam j. marnick mrs. sam. j. marnick exhibit 10. 4 for acknowledgement and acceptance, on behalf of the sellers : / s / mr. christian boasmr. christian boasdate : may 3, 2019 for acknowledgement and acceptance, on behalf of the sellers : / s / mr. christian boasm | 19 |
purchase-agreements | exhibit 2. 1 amendment agreement execution version โ 31 january 2019 project vision โ spa amendment agreement execution version โ 31 january 2019 spa amendment agreement by and between 1. mrs. gertraud hymer, born on 3 february 1951 in weiler im allgau, germany, residing in bad waldsee, germany, 1. mrs. gertraud hymer, born on 3 february 1951 in weiler im allgau, germany, residing in bad waldsee, germany, mrs. gertraud hymer, born on 3 february 1951 in weiler im allgau, germany, residing in bad waldsee, germany, - herein โ seller 1 โ - 2. mrs. carolin hachenberg, born on 16 june 1984 in wangen im allgau, germany, residing in munich, germany, 2. mrs. carolin hachenberg, born on 16 june 1984 in wangen im allgau, germany, residing in munich, germany, mrs. carolin hachenberg, born on 16 june 1984 in wangen im allgau, germany, residing in munich, germany, - herein โ seller 2 โ - 3. mr. christian hymer, born on 20 november 1985 in wangen im allgau, germany, residing in munich, germany, 3. mr. christian hymer, born on 20 november 1985 in wangen im allgau, germany, residing in munich, germany, mr. christian hymer, born on 20 november 1985 in wangen im allgau, germany, residing in munich, germany, - herein โ seller 3 โ - - seller 1, seller 2 and seller 3 herein also referred to individually as a โ seller โ and collectively as โ sellers โ - 4. tyr holdings llc & co. kg, a limited partnership ( kommanditgesellschaft ) under the laws of germany, having its office in holzstraรe 19, 88339 bad waldsee, germany, and registered with the commercial register ( handelsregister ) of the local court ( amtsgericht ) of ulm under hra 726307, 4. tyr holdings llc & co. kg, a limited partnership ( kommanditgesellschaft ) under the laws of germany, having its office in holzstraรe 19, 88339 bad waldsee, germany, and registered with the commercial register ( handelsregister | 20 |
purchase-agreements | to the issuer : bar harbor bank & trust p. o. box 400 bar harbor, maine # # # - # # # - # # # # attention : gerald shencavitz telephone : ( 207 ) 288 - 3314 fax : ( 207 ) 288 - 3328 to the purchaser : wells fargo bank, national association, as trustee for alesco preferred funding xvii 9062 old annapolis road columbia, maryland 21045 attention : randy reider telephone : ( 410 ) 884 - 2111 fax : ( 410 ) 715 - 4513 with a copy to : alesco preferred funding xvii, ltd. walker house 87 mary street p. o. box 908gt george town cayman islands attention : the directors telephone : ( 345 ) 945 - 3727 fax : ( 345 ) 945 - 4757 goodwin proctor llp exchange place boston, massachusetts 02109 attention : william p. mayer, esq. telephone : ( 617 ) 570 - 1534 fax : ( 617 ) 523 - 1231 to the issuer : bar harbor bank & trust p. o. box 400 bar harbor, maine # # # - # # # - # # # # attention : gerald shencavitz telephone : ( 207 ) 288 - 3314 fax : ( 207 ) 288 - 3328 to the purchaser : wells fargo bank, national association, as trustee for alesco preferred funding xvii 9062 old annapolis road columbia, maryland 21045 attention : randy reider telephone : ( 410 ) 884 - 2111 fax : ( 410 ) 715 - 4513 with a copy to : alesco preferred funding xvii, ltd. walker house 87 mary street p. o. box 908gt george town cayman islands attention : the directors telephone : ( 345 ) 945 - 3727 fax : ( 345 ) 945 - 4757 goodwin proctor llp exchange place boston, massachusetts 02109 attention : william p. mayer, esq. telephone : ( 617 ) 570 - 1534 fax : ( 617 ) 523 - 1231 bar harbor bank & trust by : / s / gerald shencavitz name : gerald shencavitz title : evp & chief financial officer bar harbor bank & trust by : / s / gerald shencavitz name : gerald shencavitz title : evp & chief financial officer alesco preferred funding xvii by : | 21 |
purchase-agreements | exhibit 4. 4 the registered holder of this unit purchase option by its acceptance hereof, agrees that it will not sell, transfer or assign this unit purchase option, except as herein provided, and the registered holder of this unit purchase option agrees that it will not sell, transfer, assign, pledge or hypothecate this unit purchase option for a period of 180 days following the effective date ( as defined below ) to anyone other than ( a ) an underwriter or a selected dealer in connection with the offering, or ( b ) a bona fide officer or partner of any such underwriter or selected dealer. this unit purchase option is not exercisable prior to the later of the consummation by community bankers acquisition corp. ( the โ company โ ) of a merger, capital stock exchange, asset acquisition or other similar business combination ( the โ business combination โ ) ( as described more fully in the company โ s registration statement ( as defined below ) ) or, 2005. void after 5 : 00 p. m. eastern time,, 2010. unit purchase option for the purchase of units [ 525, 000 total ] of community bankers acquisition corp. 1. unit purchase option. this certifies that, in consideration of $ 100 duly paid by or on behalf of ( the โ holder โ ) as registered owner of this unit purchase option, to community bankers acquisition corp. ( the โ company โ ), the holder is entitled, at any time or from time to time upon the later of the consummation of a business combination or _ _ _, 2006 ( the โ commencement date โ ), and at or before 5 : 00 p. m., eastern time _ _ _, 2010 ( the โ expiration date โ ), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to units ( the โ units โ ) of the company, each unit consisting of one share of common stock of the company, par value $ 0. 01 per share ( the โ common stock โ ), and one warrant ( the โ warrant ( s ) โ ) expiring five years from the effective date ( the โ effective date โ ) of the registration statement pursuant to which units are offered for sale to the public ( the โ offering โ ) and pursuant to which this unit purchase option and the underlying units, common stock and warrants were initially registered under the securities act of 1933, as amended ( the โ act | 22 |
purchase-agreements | exhibit 10. 159m 6 - 1162 - akp - 109r3 american airlines, inc. p. o. box 619616 dallas - fort worth airport, texas # # # - # # # - # # # # subject : business considerations reference : purchase agreement no. 1980 between the boeing company and american airlines, inc. relating to model 777 aircraft this letter agreement ( letter agreement ) is entered into on the date below and amends and supplements the purchase agreement referenced above. all capitalized terms used herein but not otherwise defined in this letter agreement shall have the same meanings assigned thereto in exhibit c to the purchase agreement or elsewhere in such purchase agreement. [ confidential portion omitted and filed separately with the commission pursuant to a request for confidential treatment ]. 1. [ confidential portion omitted and filed separately with the commission pursuant to a request for confidential treatment ]. [ confidential portion omitted and filed separately with the commission pursuant to a request for confidential treatment ]. 2. [ confidential portion omitted and filed separately with the commission pursuant to a request for confidential treatment ]. [ confidential portion omitted and filed separately with the commission pursuant to a request for confidential treatment ]. p. a. no. 1980 sa no. 20 exhibit 10. 159m 6 - 1162 - akp - 109r3 american airlines, inc. p. o. box 619616 dallas - fort worth airport, texas # # # - # # # - # # # # subject : business considerations reference : purchase agreement no. 1980 between the boeing company and american airlines, inc. relating to model 777 aircraft subject : reference : this letter agreement ( letter agreement ) is entered into on the date below and amends and supplements the purchase agreement referenced above. all capitalized terms used herein but not otherwise defined in this letter agreement shall have the same meanings assigned thereto in exhibit c to the purchase agreement or elsewhere in such purchase agreement. [ confidential portion omitted and filed separately with the commission pursuant to a request for confidential treatment ]. 1. [ confidential portion omitted and filed separately with the commission pursuant to a request for confidential treatment ]. [ confidential portion omitted and filed separately with the commission pursuant to a request for confidential treatment ]. 2. [ confidential portion omitted and filed separately with the commission pursuant to a request for confidential treatment ]. [ confidential portion omitted and filed separately with the commission pursuant to a request for confidential treatment ]. p. a. no. 1980 sa no | 23 |
purchase-agreements | exhibit 10. 37 certain information identified with [ * * * ] has been excluded from this exhibit because it is both ( i ) not material and ( ii ) would be competitively harmful if publicly disclosed. - 1 - 91837512 _ 5 advanced purchase agreement this advanced purchase agreement ( this โ agreement โ ) is made as of 01 / 19 / 2021 ( the โ effective date โ ), by and between novavax, inc., incorporated and registered in the state of delaware, with a principal place of business at 21 first field road, gaithersburg, maryland 20878 u. s. a. ( โ novavax โ ), and her majesty the queen in right of canada, as represented by the minister of public works and government services, with offices at 10 wellington st., 4th floor, gatineau, qc, k1a0s5, canada ( collectively, โ customer โ ). novavax and customer may individually be referred to herein as a โ party โ and, collectively, as the โ parties. โ recitals whereas, novavax is currently developing a novel nvx - cov2373 vaccine, consisting of a stable, prefusion protein made using its proprietary nanoparticle technology and coformulated with its proprietary matrix - mโข adjuvant ( the โ product โ ), which is intended to prevent sars - cov - 2 ( โ covid - 19 โ ) in humans ; whereas, if development of the vaccine is successful and novavax receives regulatory approval ( as defined below ) to commercialize the product in canada, novavax intends to commence commercial manufacture of the product for supply to, and distribution by, customer to individuals in canada and to canadian personnel who have been deployed offshore ( e. g. members of the canadian armed forces, governmental foreign missions, canadian consulates or embassies and their respective families ) and locally engaged staff and their dependents ( collectively, the โ territory โ ) ; a whereas, in anticipation of novavax receiving the government issued licenses, registrations, authorizations and approvals necessary to commercialize the product in canada including expedited authorization ( as defined below ) or any other conditional marketing approval ( โ regulatory approval โ ), customer hereby orders an aggregate number of doses of product from novavax, to be supplied subject to the terms and conditions of this agreement ; whereas, in reliance on such commitment by | 24 |
purchase-agreements | asset purchase agreement this asset purchase agreement ( this โ agreement โ ) is made and entered into this 20th day of august, 2012, between and among cirtran beverage corp., a utah corporation ( โ seller โ ) ; play beverages, llc, a utah limited liability company ( โ debtor โ ), which is in reorganization in the united states bankruptcy court for the district of utah, central division, bankruptcy no. 11 - 26046 jtm ( the โ proceedings โ ) ; and pb energy corporation, a utah corporation and the reorganized debtor pursuant to debtor โ s plan of reorganization in the proceedings ( โ buyer โ ). recitals a. seller previously entered into an exclusive manufacturing and distribution agreement ( โ cbc distribution agreement โ ) with debtor. debtor โ s plan of reorganization ( the โ plan โ ) filed in the proceedings provides, inter alia, that seller shall, in order to implement the plan, simultaneously enter into a settlement agreement with debtor ( the โ settlement agreement โ ) and sell certain of its assets to buyer as provided in this agreement, contingent on implementation of the plan and effective on the effective date thereof ( the โ plan effective date โ ). in accordance with the provisions of the plan, on the plan effective date and subject to the conditions set forth therein, buyer is also entering into a new license agreement with playboy enterprises international, inc. ( โ playboy โ ), under which debtor shall have the exclusive right to use playboy โ s name and marks in connection with nonalcoholic energy drinks, energy shots, and other energy products throughout the world. capitalized terms used and defined in the plan but not defined herein shall have the meanings ascribed to them in the plan. b. seller owns certain tangible and intangible properties and rights, including : ( i ) all of its non - terminated contracts with distributors and manufacturers of the playboy energy drink ( โ product โ ), including any and all rights of noncircumvention ; ( ii ) a right to contract with and / or transact business with any past or present distributors and manufacturers notwithstanding noncircumvention provisions in terminated agreements ; ( iii ) all product - related inventory, including any and all point - of - sale items ; ( iv ) any and all tangible personal property of seller to the extent related to the product ; ( v ) all accounts, accounts receivable, and notes receivable due from non - terminated | 25 |
purchase-agreements | to : brabant alucast services b. v. c / o brabant alucast the netherlands, site heijen b. v. de grens 45 6598dk, heijen the netherlands attention : mr. jamie brundell 1 february 2018 by hand dear sirs, we hereby submit to you our proposal to enter into the following : sale and purchase agreement by and between ( 1 ) brabant alucast services b. v. ( as seller ) and ( 2 ) shiloh holdings netherlands b. v. ( as purchaser ) relating to a 100 % interest in the capital of brabant alucast italy site verres s. r. l. relating to a 100 % interest in the capital of brabant alucast italy site verres s. r. l. relating to a 100 % interest in the capital of brabant alucast italy site verres s. r. l. relating to a 100 % interest in the capital of relating to a 100 % interest in the capital of brabant alucast italy site verres s. r. l. brabant alucast italy site verres s. r. l. * information redacted pursuant to a confidential treatment request by shiloh industries, inc. under 5 u. s. c. ยง 552 ( b ) ( 4 ) and rule 406 under the securities act of 1933 and submitted separately with the securities and exchange commission. table of contents 1. interpretation................................................................................................................................... 2 1. 1. interpretation..................................................... | 26 |
purchase-agreements | confidential treatment has been requested with respect to portions of this agreement as indicated by โ [ * * * ] โ and such confidential portions have been deleted and filed separately with the securities and exchange commission pursuant to rule 24b - 2 of the securities exchange act of 1934, as amended. biotest pharmaceuticals corporation ยท 901 yamato road, suite 101 boca raton, fl # # # - # # # - # # # # july 19, 2018 adam grossman, president and chief executive officer adma biomanufacturing, llc 5800 park of commerce blvd. n. w. boca raton, fl 33431 re : amendment - plasma purchase agreement, normal source plasma purchase from bpc to adma, by and between adma biomanufacturing, llc. ( โ adma โ ) and biotest pharmaceuticals corporation ( โ bpc โ ), with an effective date of june 6, 2017 ( the โ agreement โ ) re : amendment - plasma purchase agreement, normal source plasma purchase from bpc to adma, by and between adma biomanufacturing, llc. ( โ adma โ ) and biotest pharmaceuticals corporation ( โ bpc โ ), with an effective date of june 6, 2017 ( the โ agreement โ ) re : amendment - plasma purchase agreement, normal source plasma purchase from bpc to adma, by and between adma biomanufacturing, llc. ( โ adma โ ) and biotest pharmaceuticals corporation ( โ bpc โ ), with an effective date of june 6, 2017 ( the โ agreement โ ) dear adam, in accordance with section 2. a. of the above referenced agreement, bpc ( or its successor in interest ) shall, for calendar year 2019, supply up to [ * * * ] liters ( quantity ) of nsp at a price of $ [ * * * ] per liter ; provided adma delivers a valid purchase order to bpc setting forth requested amounts, no later than [ * * * ], 2018. for calendar years 2020 and 2021, bpc further agrees that it ( or its successor in interest ) shall supply no less than at least [ * * * ] percent ( [ * * * ] % ) of adma โ s requested nsp amounts ; provided such requested nsp volumes are between the ranges of [ * * * ] โ [ * * * ] liters. prices for such nsp shall be set in | 27 |
purchase-agreements | exhibit 2. 1 execution version privileged and confidential certain identified information has been excluded from the exhibit because it is both ( i ) not material and ( ii ) would likely cause competitive harm to the company, if publicly disclosed. double asterisks denote omissions. asset purchase agreement by and between ptc therapeutics, inc. as buyer and bioelectron technology corporation, as seller dated as of october 1, 2019 this document is not intended to create nor will it be deemed to create a legally binding or enforceable offer, acceptance of an offer or agreement of any type or nature, unless and until agreed to and executed by all parties table of contents page article i sale and purchase of assets ; closing 1 1. 1sale and purchase of assets ; assumption of assumed liabilities. 1 1. 1 1. 1 sale and purchase of assets ; assumption of assumed liabilities. 1 sale and purchase of assets ; assumption of assumed liabilities. 1 1. 2pre - closing. 2 1. 2 1. 2 pre - closing. 2 pre - closing. 2 1. 3location and date. 2 1. 3 1. 3 location and date. 2 location and date. 2 1. 4closing deliveries. 2 1. 4 1. 4 closing deliveries. 2 closing deliveries. 2 1. 5allocation. 5 1. 5 1. 5 allocation. 5 allocation. 5 1. 6contingent payments. 5 1. 6 1. 6 contingent payments. 5 contingent payments. 5 article ii representations and warranties of seller 7 2. 1due organization. 2. 1 2. 1 due organization. due organization. 2. 2authorization ; no conflict. 8 2. 2 2. 2 authorization ; no conflict. 8 authorization ; no conflict. 8 2. 3financial statements. 8 2. 3 2. 3 financial statements. 8 financial statements. 8 2. 4absence of changes. 10 2. 4 2. 4 absence of changes. 10 absence of changes. 10 2. 5real property ; encumbrances. 10 2. 5 2. 5 real property ; encumbrances. 10 real property ; encumbrances. 10 2. 6environmental matters. 11 2. 6 2. 6 environmental matters. 11 environmental matters. 11 2. 7assets. 12 2. 7 2. 7 assets. 12 assets. 12 2. 8taxes. | 28 |
purchase-agreements | this copy of the document filed as an exhibit excludes certain identified information because such information is both ( i ) not material and ( ii ) would likely cause competitive harm if publicly disclosed. omissions are designated by the symbol [ โฆ * * * โฆ ]. page 1 boeing proprietary aircraft delivery requirements and responsibilities between the boeing company and allegiant air, llc exhibit b to purchase agreement number pa - 05130 wje - pa - 05130 - exb page 2 boeing proprietary exhibit b aircraft delivery requirements, inspection, and responsibilities relating to boeing models 737 - 8 - 200 and 737 - 7 aircraft both boeing and customer have certain documentation and approval responsibilities at various times during the construction cycle of the aircraft that are critical to making the delivery of each aircraft a positive experience for both parties. this exhibit b documents those responsibilities and customer inspection rights and indicates recommended completion deadlines for the actions to be accomplished. 1. government documentation requirements. certain actions are required to be taken by customer in advance of the scheduled delivery month of each aircraft with respect to obtaining certain government issued documentation. 1. 1 airworthiness and registration documents. not later than [ โฆ * * * โฆ ] prior to delivery of each aircraft, customer will notify boeing of the registration number to be painted on the side of the aircraft. if required by the regulatory authority, customer will authorize, by letter to the regulatory authority having jurisdiction, the display of such registration numbers by boeing during the pre - delivery testing of the aircraft, no later than [ โฆ * * * โฆ ] prior to delivery of each aircraft. customer is responsible for furnishing any temporary or permanent registration certificates required by any governmental authority having jurisdiction to be displayed aboard the aircraft after delivery. 1. 2 certificate of airworthiness and certificate of sanitary construction, 1. 2. 1 u. s. registered aircraft. boeing will obtain from the faa, a ( transport category ) certificate of airworthiness and from the united states public health service, a united states certificate of sanitary construction each to be displayed aboard each aircraft upon delivery to customer. the above boeing obligation only applies to united states commercial passenger aircraft. 1. 2. 2 non - u. s. registered aircraft. if customer requires a united states certificate of sanitary construction at the time of delivery of the aircraft, customer will give written notice thereof to boeing at least [ โฆ * * * โฆ ] prior to delivery. boeing will then use commercially reasonable efforts to obtain the certificate | 29 |
purchase-agreements | exhibit 10. 2 sarepta therapeutics, inc. amended and restated 2013 employee stock purchase plan ( as amended and restated on june 27, 2016 ) sarepta therapeutics, inc., a delaware corporation ( the โ company โ ), hereby adopts the sarepta therapeutics, inc. amended and restated 2013 employee stock purchase plan ( the โ plan โ ), effective as of the effective date ( as defined herein ). 1. purpose. the purposes of the plan are as follows : ( a ). to encourage eligible employees of the company and its designated subsidiaries ( as defined below ) to acquire stock ownership interests in the company pursuant to a plan which is intended to qualify as an โ employee stock purchase plan โ within the meaning of section 423 ( b ) of the internal revenue code of 1986, as amended. ( b ). to help eligible employees provide for their future financial security and to encourage such employees to remain in the employment of the company and its designated subsidiaries. 2. definitions. ( a ). โ administrator โ shall mean the administrator of the plan, as determined pursuant to section 14 hereof. ( b ). โ adoption date โ shall mean june 27, 2016, which is the effective date adopted by the board, subject to its approval by stockholders of the company in accordance with the company โ s bylaws, articles of incorporation and applicable state law within twelve months of the date the plan is adopted by the board. ( c ). โ board โ shall mean the board of directors of the company. ( d ). โ code โ shall mean the internal revenue code of 1986, as amended. ( e ). โ committee โ shall mean the committee appointed to administer the plan pursuant to section 14 hereof. ( f ). โ common stock โ shall mean the common stock of the company. โ common stock โ shall also include ( i ) the common stock of the surviving corporation in any consolidation, merger or reincorporation effected exclusively to change the domicile of the company and ( ii ) such other securities of the company that may be substituted for common stock pursuant to section 17 hereof. ( g ). โ company โ shall mean sarepta therapeutics, inc., a delaware corporation, or any successor corporation ( including, without limitation, the surviving corporation in any consolidation, merger or reincorporation effected exclusively to change the domicile of the company ). ( h | 30 |
purchase-agreements | exhibit 2. 1 purchase and assumption agreement whole bank all deposits among federal deposit insurance corporation, receiver of first regional bank, los angeles, ca federal deposit insurance corporation and first - citizens bank & trust company raleigh, north carolina dated as of january 29, 2010 table of contents article i definitions article ii assumption of liabilities 2. 1 liabilities assumed by assuming bank 2. 2 interest on deposit liabilities 2. 3 unclaimed deposits 2. 4 employee plans article iii purchase of assets 3. 1 assets purchased by assuming bank 3. 2 asset purchase price 3. 3 manner of conveyance ; limited warranty ; nonrecourse ; etc. 3. 4 puts of assets to the receiver 3. 5 assets not purchased by assuming bank 3. 6 assets essential to receiver article iv assumption of certain duties and obligations 4. 1 continuation of banking business 4. 2 agreement with respect to credit card business 4. 3 agreement with respect to safe deposit business 4. 4 agreement with respect to safekeeping business 4. 5 agreement with respect to trust business 4. 6 agreement with respect to bank premises 4. 7 agreement with respect to leased data processing equipment 4. 8 agreement with respect to certain existing agreements 4. 9 informational tax reporting 4. 10 insurance 4. 11 office space for receiver and corporation 4. 12 agreement with respect to continuation of group health plan coverage for former employees 4. 13 agreement with respect to interim asset servicing 4. 14 reserved 4. 15 agreement with respect to loss sharing module 1 โ whole bank w / loss share โ p & a version 1. 12 november 17, 2009 first regional bank los angeles, ca article v duties with respect to depositors of the failed bank 5. 1 payment of checks, drafts and orders 5. 2 certain agreements related to deposits 5. 3 notice to depositors article vi records 6. 1 transfer of records 6. 2 delivery of assigned records 6. 3 preservation of records 6. 4 access to records ; copies article vii first loss tranche article viii adjustments 8. 1 pro forma statement 8. 2 correction of errors and omissions ; other liabilities 8. 3 payments 8. 4 interest 8. 5 subsequent adjustments article ix continuing cooperation 9. 1 general matters 9. 2 additional title documents 9. 3 claims and suits 9. 4 payment of deposits 9. 5 withheld payments 9. 6 proceedings with respect to certain assets and liabilities 9. 7 information article x condition precedent article xi representations and warranties of the assuming | 31 |
purchase-agreements | company wire transfer instructions : purchaser dwac instructions : dtc no. account no. account name : notices to the company shall be delivered to : spectrum pharmaceuticals, inc. attention : rajesh shrotriya, m. d. chairman and chief executive officer 157 technology drive, irvine, california 92618 facsimile : ( 949 ) 788 - 6706 notices to purchaser shall be delivered to : spectrum pharmaceuticals, inc. by : chief executive officer and president purchaser shares purchase price warrant shares verticle ventures, llc 95, 000 $ 199, 500 21, 850 midsummer capital, llc 95, 000 $ 199, 500 21, 850 icn capital, ltd. 95, 000 $ 199, 500 21, 850 verticle ventures, llc midsummer capital, llc icn capital, ltd. | 32 |
purchase-agreements | exhibit 10. 17 purchase and sale agreement this purchase and sale agreement ( the โ agreement โ ) is made as of this 1st day of may, 2017 ( the โ effective date โ ) by and between faac incorporated, a michigan corporation ( โ purchaser โ ) and oak valley 1229, llc, a michigan limited liability company ( โ seller โ ). st w i t n e s s e t h : whereas, seller is the owner of a parcel of land of approximately 2. 46 acres improved with a certain one story building containing approximately 17, 200 square feet of space commonly known as 1229 oak valley drive, ann arbor, washtenaw county, michigan ; and whereas, purchaser desires to purchase the property ( as hereinafter defined ) from seller, upon the terms and conditions as set forth in this agreement ; and whereas, seller desires to sell the property to purchaser, upon the terms and conditions as set forth in this agreement. now, therefore, in consideration of ten dollars ( $ 10. 00 ) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and the foregoing recitals, which are incorporated herein by this reference, seller and purchaser agree as follows : 1. sale of property. seller agrees to sell to purchaser and purchaser agrees to purchase from seller, the real property, personal property, permits, warranties and plans ( as each such term is defined herein, collectively, the โ property โ ) : 1. 1 real property. the parcel of land and appurtenant easements or other rights more particularly described on exhibit a attached hereto ( collectively, the โ land โ ), including, without limitation, all easements necessary to provide pedestrian and vehicular access to publicly dedicated streets from each driveway on the land, together with ( i ) all building structures, improvements and fixtures located on the land, including, without limitation, all heating, lighting, plumbing, electrical and air - conditioning fixtures ( collectively, the โ improvements โ ), and ( ii ) all easements, air, mineral and riparian rights, all development rights and all rights, privileges, servitudes and appurtenances thereunto belonging or appertaining, including all right, title and interest of seller, if any, in and to the streets, alleys and rights - of - way adjacent to the land and the improvements ( collectively, | 33 |
purchase-agreements | membership interest purchase agreement among virtus partners, inc., westchester capital partners, llc, westchester capital management, llc, mtswcm holdings, llc, rdbwcm holdings, llc, lpc westchester, lp and the individual equityholders ( as defined herein ) february 1, 2021 table of contents table of contents 2. 1 purchase and sale of the membership interests.......................................................... 22 2. 2 total purchase consideration...................................................................................... 22 2. 3 closing payment amount ; escrow.............................................................................. 22 2. 4 adjustments to the closing payment amount............................................................. 23 2. 5 retention payment....................................................................................................... 27 2. | 34 |
purchase-agreements | exhibit 1. 1 purchase and sale agreement article 1 property / purchase price 1. 1 certain basic terms. ( a ) ( a ) alan m. werner md p. o. box 3573 clarksville, tn 37043 - 3573 ( b ) ( b ) first federal savings bank attn : john halliburton p. o. box 688 clarksville, tn 37041 - 0688 ( c ) effective date : the date the agreement signed by seller is received by purchaser as shown on the signature page. ( d ) purchase price : $ 700, 000. 00 ( e ) earnest money : $ 1, 000. 00 to be paid to seller upon the execution of this agreement. ( f ) closing date : as agreed to between seller and purchaser, but no later than 60 days after the effective date. 1. 2 terms of payment. at closing, purchaser shall pay to seller the full amount of the purchase price in full at closing. article 2 property 2. 1 subject to the terms of this purchase and sale agreement ( the โ agreement โ ), seller agrees to sell to purchaser, and purchaser agrees to purchase from seller, the following property ( the โ property โ ) : the real property known as 200 north second street, clarksville, montgomery county, tennessee, more particularly described in official record book volume 194, page 369, in the register โ s office for montgomery county, tennessee, a copy of which is attached hereto as exhibit a ; provided however, the attached legal description shall be superceded by the survey obtained by seller. 2. 2 earnest money. the earnest money, in immediately available federal funds, evidencing purchaser โ s good faith to perform purchaser โ s obligations under this agreement, shall be deposited by purchaser with seller upon execution of this agreement. such earnest money shall be applied to the purchase price at closing. article 3 inspections 3. 1 inspections in general. prior to closing, purchaser, its agents, and employees shall have the right to enter upon the property for the purpose of making non - invasive inspections at purchaser โ s sole risk, cost and expense. all of such entries upon the property shall be at reasonable times during normal business hours and after at least 24 hours prior notice to seller, and seller shall have the right to accompany purchaser on any activities performed by purchaser on the property. if any inspection or test disturbs the property, | 35 |
purchase-agreements | exhibit 2. 2 securities purchase agreement among medicis pharmaceutical corporation, a delaware corporation, ascent pediatrics, inc., a delaware corporation, biomarin pharmaceutical inc., a delaware corporation and biomarin pediatrics inc., a delaware corporation dated as of may 18, 2004 table of contents option grant option exercise option exercise price option closing escrow for discovered liabilities alternative structure due organization ; no subsidiaries ; etc capitalization authority ; binding nature of agreements governmental and other authorizations non - contravention ; consents title to option shares ; acquisition transaction liabilities tax matters proceedings ; orders fraudulent transfers real property investment banking fees investment representations of medicis compliance with legal requirements due organization ; etc capitalization authority ; binding nature of agreements governmental and other authorizations non - contravention filings with the commission i table of contents ( continued ) liabilities compliance with legal requirements proceedings ; orders fraudulent transfers investment banking fees nasdaq listing compliance investment representations of biomarin absence of changes operation of medicis and ascent operation of biomarin and biomarin acquisition no disposition or encumbrance of option shares access and investigation notification noncompetition by medicis public announcements registration of shares additional tax matters update of โ knowledge โ definition confidentiality reasonable efforts ; filings and consents accuracy of representations consents and governmental approvals no restraints performance of obligations additional documents release ii table of contents ( continued ) accuracy of representations consents and governmental approvals no restraints performance of obligations additional documents ; payments termination events termination procedures effect of termination survival of representations and covenants indemnification by medicis indemnification by biomarin procedures relating to indemnification for third party claims other claims settlements no consequential or punitive damages further assurances fees and expenses ; investment banking fees attorneys โ fees notices time of the essence headings counterparts governing law ; venue dispute resolution procedures successors and assigns ; parties in interest exclusive remedies ; specific performance waiver iii table of contents ( continued ) amendments severability entire agreement performance guarantee construction consistency no projection or financial forecast noncompetition by biomarin iv securities purchase agreement this securities purchase agreement is entered into as of may 18, 2004 ( the โ effective date โ ), by and among medicis pharmaceutical corporation, a delaware corporation ( โ medicis โ ), ascent pediatrics, inc., a delaware corporation ( โ ascent โ ), biomarin pharmaceutical inc., a delaware corporation ( โ biomar | 36 |
purchase-agreements | exhibit 10. 1 receivables purchase agreement this receivables purchase agreement ( as amended, restated, supplemented or otherwise modified from time to time, this โ agreement โ ), dated as of march 30, 2022, is by and between carvana, llc, an arizona limited liability company ( โ carvana โ ), as the seller ( the โ seller โ ), and carvana receivables depositor llc, a delaware limited liability company ( the โ depositor โ ), as the purchaser ( the โ purchaser โ ). agreements whereas, the purchaser desires to purchase automobile retail installment contracts and related rights owned by the seller pursuant to this agreement ; whereas, the seller is willing to sell such contracts and related rights to the purchaser pursuant to this agreement ; whereas, the purchaser intends to sell or otherwise transfer such contracts and related rights, or interests therein, to carvana auto receivables trust 2022 - p1, a delaware statutory trust ( the โ issuing entity โ ), pursuant to the receivables transfer agreement, dated as of the date hereof ( as amended, restated, supplemented or otherwise modified from time to time, the โ receivables transfer agreement โ ), between the issuing entity and the depositor ; whereas, the issuing entity intends to contribute or otherwise transfer such contracts and related rights, or interests therein, to carvana auto receivables grantor trust 2022 - p1, a delaware statutory trust ( the โ grantor trust โ ), pursuant to the receivables contribution agreement, dated as of the date hereof ( as amended, restated, supplemented or otherwise modified from time to time, the โ receivables contribution agreement โ ), between the issuing entity and the grantor trust, in exchange for the grantor trust certificate ; whereas, the grantor trust intends to pledge such contracts and related rights to computershare trust company, national association, as indenture trustee ( the โ indenture trustee โ ), and the issuing entity will issue notes backed by the grantor trust certificate pursuant to the indenture, dated as of the date hereof ( as amended, modified or supplemented from time to time, the โ indenture โ ), among the issuing entity, the grantor trust and the indenture trustee ; and whereas, bridgecrest credit company, llc, an arizona limited liability company ( | 37 |
purchase-agreements | table 1a to purchase agreement no. pa - 05130 aircraft delivery, description, price and advance payments airframe model / mtow : [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] configuration specification : [ โฆ * * * โฆ ] engine model / thrust : [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] airframe price base year / escalation formula : [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] airframe price : [ โฆ * * * โฆ ] engine price base year / escalation formula : optional features : [ โฆ * * * โฆ ] sub - total of airframe and features : [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] engine price ( per aircraft ) : [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] aircraft basic price ( excluding bfe / spe ) : [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] buyer furnished equipment ( bfe ) estimate : [ โฆ * * * โฆ ] seller purchased equipment ( spe ) estimate : [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] deposit per aircraft : [ โฆ * * * โฆ ] delivery number of [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] date aircraft [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] [ โฆ * * * โฆ ] [ | 38 |
purchase-agreements | " conveyance documents " ). at the closing, seller shall transfer, convey, assign and deliver good, valid and, to the extent applicable, marketable title to all of the assets to buyer pursuant to the conveyance documents, free and clear of any and all liens. liabilities. except as otherwise provided for herein, in no event shall buyer assume or be responsible for or be required to pay, perform, or discharge any liability, obligation, debt, cost, expense or commitment of seller, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, known or unknown, or otherwise, all of which shall be retained by seller. 1. 02 consideration for assets. consideration. as consideration for the assets being acquired by buyer hereunder, buyer shall pay to seller in cash the sum of $ 1, 300, 000. 00 ( the " purchase price " ) which amount is inclusive of all cure amounts. at closing, buyer shall deliver to seller the purchase price less the previously funded deposit amount of $ 130, 000. 00. seller's counsel shall pay the invibio cure payment of $ 75, 000. 00 directly from the proceeds of the purchase price at closing. article iiclosing 2. 01 closing. the closing of the transactions contemplated hereby ( the " closing " ) shall be deemed to occur as of 12 : 01 p. m., new york time, on october 1st, 2009 at the offices of platzer, swergold, karlin, levine, goldberg & jaslow, llp, or at such other time or on such place as may be mutually agreeable to seller and buyer. the date upon which the closing occurs is hereinafter referred to as the " closing date. " 2. 02 conditions to the obligations of buyer to close. the obligations of buyer to consummate the transactions contemplated by this agreement are subject to the satisfaction or waiver, at or prior to the closing, of the following conditions : bankruptcy court approval. this agreement and the transactions contemplated hereby are contingent upon the approval and authorization of the bankruptcy court to consummate this transaction and that buyer is the successful bidder for the assets. approval order. subject to the approval of the bankruptcy court, the seller shall seek the entry of an order of the bankruptcy court ( the " approval order " ) which provides that the assets will be sold and assigned to buyer, free and clear of all | 39 |
purchase-agreements | exhibit 10. 5certain information identified with [ * * * ] has been excluded from this exhibit because it is both ( i ) not material and ( ii ) is the type that the registrant treats as private or confidential. execution version exhibit 10. 5 certain information identified with [ * * * ] has been excluded from this exhibit because it is both ( i ) not material and ( ii ) is the type that the registrant treats as private or confidential. execution version dated may 5, 2021gavi allianceandnovavax, inc. advance purchase agreementfor purchase of covid - 19 vaccineslinklaters llpone silk streetlondon ec2y 8hqtelephone ( + 44 ) 20 7456 2000facsimile ( + 44 ) 20 7456 2222 ref l - 300770 dated may 5, 2021gavi allianceandnovavax, inc. advance purchase agreementfor purchase of covid - 19 vaccineslinklaters llpone silk streetlondon ec2y 8hqtelephone ( + 44 ) 20 7456 2000facsimile ( + 44 ) 20 7456 2222 ref l - 300770 dated may 5, 2021 dated may 5, 2021 gavi allianceandnovavax, inc. gavi alliance and novavax, inc. advance purchase agreementfor purchase of covid - 19 vaccines advance purchase agreement for purchase of covid - 19 vaccines linklaters llpone silk streetlondon ec2y 8hq telephone ( + 44 ) 20 7456 2000 facsimile ( + 44 ) 20 7456 2222 ref l - 300770 97694998 _ 9 97694998 _ 9 97694998 _ 9 table of contents contents page 1 definitions32 gavi advance purchase commitment113 vaccine variation114 novavax supply125 allocation of covax doses146 purchase price and balancing payment157 novavax commitments178 order and supply of covax doses209 provision of information2110 audit2211 representations, warranties and undertakings2312 liability, insurance, indemnification2513 term and termination2614 disputes, arbitration, expert determination2915 force majeure3016 general31schedule 1 price tiers and eligible country list37schedule 2 interim delivery schedule38schedule 3 pricing tier39schedule 4 supply terms40schedu | 40 |
purchase-agreements | exhibit 10. 1 asset purchase agreementby and amongvisteon corporation, vihi, llc, vehc, llc, visteon holdings espana, s. l., varroccorp holding bv and varroc engineering pvt. ltd. dated march 9, 2012 asset purchase agreementby and amongvisteon corporation, vihi, llc, vehc, llc, visteon holdings espana, s. l., varroccorp holding bv and varroc engineering pvt. ltd. dated march 9, 2012 asset purchase agreementby and amongvisteon corporation, vihi, llc, vehc, llc, visteon holdings espana, s. l., varroccorp holding bv and varroc engineering pvt. ltd. dated march 9, 2012 asset purchase agreementby and amongvisteon corporation, vihi, llc, vehc, llc, visteon holdings espana, s. l., varroccorp holding bv and varroc engineering pvt. ltd. dated march 9, 2012 asset purchase agreement by and among visteon corporation, vihi, llc, vehc, llc, visteon holdings espana, s. l., varroccorp holding bv and varroc engineering pvt. ltd. dated march 9, 2012 recitals : 1 recitals : recitals : 1 1 article 1definitions 2 article 1 article 1 definitions 2 definitions 2 article 2sale and purchase of assets 2 article 2 article 2 sale and purchase of assets 2 sale and purchase of assets 2 2. 1transaction ; transferred assets 2 2. 1 2. 1 transaction ; transferred assets 2 transaction ; transferred assets 2 2. 2excluded assets 4 2. 2 2. 2 excluded assets 4 excluded assets 4 2. 3transfer of maquila assets 5 2. 3 2. 3 transfer of maquila assets 5 transfer of maquila assets 5 2. 4autopal restructuring 5 2. 4 2. 4 autopal restructuring 5 autopal restructuring 5 2. 5non - transferability of certain assets 5 2. 5 2. 5 non - transferability of certain assets 5 non - transferability of certain assets 5 article 3liabilities 6 article 3 article 3 liabilities 6 liabilities 6 3. 1assumed liabilities 6 3. 1 3. 1 assumed liabilities 6 assumed liabilities 6 3 | 41 |
purchase-agreements | exhibit 10. 1 texas association of realtorsยฎ ยฎ commercial contract - improved property use of this form by persons who are not members of the texas association of realtorsยฎ is not authorized. ยฉtexas association of realtorsยฎ, inc. 2018 1. parties : seller agrees to sell and convey to buyer the property described in paragraph 2. buyer agrees to buy the property from seller for the sales price stated in paragraph 3. the parties to this contract are : 1. 1. parties : seller agrees to sell and convey to buyer the property described in paragraph 2. buyer agrees to buy the property from seller for the sales price stated in paragraph 3. the parties to this contract are : seller : newquest office park - partnership 49, l. p. address : 8827 w. sam houston pkwy n., ste. 200, houston, texas 77040 phone : 281 # # # - # # # - # # # # e - mail : * * * @ * * * fax : other : buyer : allegiance bank or its assignee address : 8847 w sam houston parkway n, suite 200, houston, texas 77040 phone : 281 # # # - # # # - # # # # e - mail : * * * @ * * * fax : other : seller : newquest office park - partnership 49, l. p. seller : seller : newquest office park - partnership 49, l. p. newquest office park - partnership 49, l. p. address : address : 8827 w. sam houston pkwy n., ste. 200, houston, texas 77040 8827 w. sam houston pkwy n., ste. 200, houston, texas 77040 phone : phone : 281 # # # - # # # - # # # # 281 # # # - # # # - # # # # e - mail : e - mail : * * * @ * * * * * * @ * * * fax : fax : other : other : buyer : allegiance bank or its assignee buyer : buyer : allegiance bank or its assignee allegiance bank or its assignee address : address : 8847 w sam houston parkway n, suite 200, houston, texas 77040 8847 w sam houston parkway n, suite 200, houston, texas 77040 phone : phone : 281 # # # - # # # - # # # # 281 # # # - # # | 42 |
purchase-agreements | exhibit 10. 17 ( n ) amendment no. 14 to purchase agreement dct - 025 / 2003 this amendment no. 14 to purchase agreement dct - 025 / 2003, dated as of december 03, 2012 ( โ amendment 14 โ ) relates to the purchase agreement dct - 025 / 2003 between embraer s. a. ( formerly known as embraer - empresa brasileira de aeronautica s. a. ) ( โ embraer โ ) and jetblue airways corporation ( โ buyer โ ) dated june 9, 2003 as amended from time to time ( collectively referred to herein as โ purchase agreement โ ). this amendment 14 is executed between embraer and buyer, collectively referred to herein as the โ parties โ. all terms defined in the purchase agreement shall have the same meaning when used herein and in case of any conflict between this amendment 14 and the purchase agreement, this amendment 14 shall control. whereas, buyer and embraer have agreed to accelerate the delivery schedule of certain aircraft. now, therefore, for good and valuable consideration, which is hereby acknowledged, embraer and buyer hereby agree as follows : 1. delivery 1. 1 the aircraft schedule delivery table in article 5. 1 of the purchase agreement shall be deleted and replaced as follows : โ aircraftdeliveryaircraftdeliveryaircraftdeliveryaircraftdelivery # month * * # month * * # month * * # month * * 1 [ * * * ] / 0523 [ * * * ] / 0645 [ * * * ] / 1067 [ * * * ] / 152 [ * * * ] / 0524 [ * * * ] / 0746 [ * * * ] / 1068 [ * * * ] / 153 [ * * * ] / 0525 [ * * * ] / 0747 [ * * * ] / 1069 [ * * * ] / 154 [ * * * ] / 0526 [ * * * ] / 0748 [ * * * ] / 1070 [ * * * ] / 155 [ * * * ] / 0527 [ * * * ] / 0749 [ * * * ] / 1171 [ * * * ] / 156 [ * * * ] / 0528 [ * * * ] / 0750 [ * * * ] / 1172 [ * * * ] / 157 [ * * * ] / 0529 | 43 |
purchase-agreements | exhibit 10. 25 portions of this exhibit have been omitted and filed separately with the securities and exchange commission pursuant to a request for confidential treatment. such portions are designated [ redacted ]. jet fuel sale and purchase contract itochu petroleum co. ( hong kong ), ltd. ( seller ) hawaiian airlines, inc. ( buyer ) jet fuel sale and purchase contract table of contents 1. seller 2 2. buyer 2 3. product 2 4. product specifications 2 5. quantity & quality 3 6. delivery schedule 4 7. delivery, title and risk 6 8. laytime and demurrage 10 9. price 12 10. payment 12 11. liability 16 12. termination 16 13. force majeure 18 14. confidentiality 18 15. governing law and dispute resolution 18 16. notices 19 17. miscellaneous 20 schedule 1 1 jet fuel sale and purchase contract contract number tokftmi - 042501 date march 20, 2003 parties 1. itochu petroleum co. ( hong kong ), ltd. of 28th floor, united center, 95 queensway, hong kong ( also conducting business by agency of tokft, itochu corporation building, 5 - 1, kita - aoyama 2 - chome, minato - ku, tokyo 107 - 8077, japan ) 2. hawaiian airlines, inc. of 3375 koapaka street, suite g - 350, honolulu, hawaii 96819, united states. it is agreed that the seller will make available and supply to the buyer, and the buyer will take and pay or pay for jet fuel on the terms and conditions of this contract as follows. 1. seller itochu petroleum co. ( hong kong ), ltd. ( the seller ). 2. buyer hawaiian airlines, inc. ( the buyer ). 3. product turbine fuel, aviation kerosene type, jet a - 1 ( jet fuel ). 4. product specifications ( a ) the specifications for the jet fuel supplied by the seller to the buyer under this contract are those set out in issue 4 of defence standard 91 - 91 ( def stan 91 - 91 / 4 ) issued by the united kingdom ministry of defence on 14 june 2000 ( the specifications ). ( b ) subject to clause 4 ( a ), the buyer acknowledges that the seller makes no representation or warranty ( whether express, implied or arising by statute or howsoever ) as to the state or condition of the jet fuel or that the jet fuel is | 44 |
purchase-agreements | exhibit 10. 1 purchase and sale agreement dated as of august 28, 2013 among celanese acetate llc, celanese ltd. and ticona polymers, inc., as originators, the other originators from time to time party hereto, celanese international corporation, as servicer, and ce receivables llc, as buyer contentsclausesubject matterpage article iagreement to purchase and sell1section 1. 1agreement to purchase and sell1section 1. 2timing of purchases2section 1. 3consideration for purchases2section 1. 4purchase and sale termination date2section 1. 5intention of the parties3article iipurchase report ; calculation of purchase price3section 2. 1purchase report3section 2. 2calculation of purchase price3article iiicontributions and payment of purchase price4section 3. 1initial contribution of receivables and initial purchase price payment4section 3. 2subsequent purchase price payments4section 3. 3letters of credit5section 3. 4settlement as to specific receivables and dilution6section 3. 5reconveyance of receivables7article ivconditions of purchases ; additional originators7section 4. 1conditions precedent to initial purchase7section 4. 2certification as to representations and warranties8section 4. 3additional originators8article vrepresentations and warranties of the originators9section 5. 1existence and power9section 5. 2company and governmental authorization, contravention9section 5. 3binding effect of agreement9section 5. 4accuracy of information9section 5. 5actions, suits9section 5. 6no material adverse effect9section 5. 7names and location10section 5. 8margin stock10section 5. 9eligible receivables10section 5. 10credit and collection policy10 contentsclausesubject matterpage article iagreement to purchase and sell1section 1. 1agreement to purchase and sell1section 1. 2timing of purchases2section 1. 3consideration for purchases2section 1. 4purchase and sale termination date2section 1. 5intention of the parties3article iipurchase report ; calculation | 45 |
purchase-agreements | exhibit 10. 58 vical incorporated delayed issuance stock purchase election agreement please complete this election agreement and return a signed copy to jill church, chief financial officer of vical incorporated ( the โ company โ ) by january 31, 2009. note : this election agreement must be completed and returned by january 31, 2009. if the first vesting date occurs no sooner than 12 months following the date of grant and if, by january 31, 2009, you elect to defer delivery of such shares beyond the vesting date, then the company will deliver the shares to you on the date or dates that you elect. in addition, any shares subject to the award that would otherwise vest within the 12 - month period following the date of such election shall instead vest 12 months following january 31, 2009. defined terms not explicitly defined in this election agreement but defined in the plan, your delayed issuance stock purchase agreement or your grant notice shall have the same definitions as in such documents. name : ss # : instructions in making this election, the following rules apply : โข you may elect a settlement date that occurs after the date of vesting. the โ settlement date โ is the date as of which you will receive the vested shares associated with the delayed issuance stock purchase that you elected to defer below. unless you timely elect otherwise on this election agreement, the shares will be issued to you on the date or dates upon which they vest as indicated on your grant notice. โข a distribution upon a termination of service shall only occur if such termination of service is a โ separation from service โ as such term is defined in code section 409a ( a ) ( 2 ) ( a ) ( i ) and applicable guidance thereunder. โข this election agreement is irrevocable. โข if no settlement date is elected, then the issuance of vested shares will occur upon the vesting date ( s ) indicated on your grant notice. โข notwithstanding any provision in this election form or your grant notice, award agreement or the plan to the contrary, the issuance of the vested shares shall be made in a manner that complies with the requirements of code section 409a, which may include, without limitation, deferring the payment of such benefit for six ( 6 ) months after your termination of service, provided however, that nothing in this paragraph shall require the payment of benefits to you earlier than they would otherwise be payable under the award. instructions in making this election, the following rules | 46 |
purchase-agreements | offer to purchase to : ferme pillar hill enr. to : ferme pillar hill enr. to : ferme pillar hill enr. 606 chemin cote saint - georges saint - telesphore, quebec j0p 1y0 attention : david mckay dear sirs : we, the undersigned, pharmathene canada, inc. ( the โ vendor โ ) offer to sell to ferme pillar hill enr. ( the โ purchaser โ ), all of the vendor โ s right, title and interest in the real and immovable property comprised of ( i ) a farm land as described in schedule โ a โ attached hereto together with any immovables located thereon including those bearing civic numbers 320 chemin saint - georges and 210 chemin sainte - anne, in the city of saint - telesphore, province of quebec ( the โ quebec property โ ) and ( ii ) the land described in schedule โ b โ attached hereto ( the โ ontario property โ ) ( the quebec property and the ontario property being collectively referred to herein as the โ property โ ). the purchaser also agrees to purchase from the vendor the movables as per schedule โ c โ attached hereto, which shall be included in the purchase price. article 1 purchase price the purchase price of the property will be a total of one million eight hundred thousand canadian dollars ( $ 1, 800, 000 ) subject to adjustments in accordance with the terms hereof ( the โ purchase price โ ), paid as follows : 1. 1the amount of one hundred thousand dollars ( $ 100, 000 ) ( the โ deposit โ ) by certified cheque or wire transfer to the order of michel leroux notary ( the โ purchaser โ s legal counsel โ ), in trust, which shall be applied on account of the purchase price at closing ( as hereinafter defined ) or otherwise dealt with as hereinafter provided. 1. 1the amount of one hundred thousand dollars ( $ 100, 000 ) ( the โ deposit โ ) by certified cheque or wire transfer to the order of michel leroux notary ( the โ purchaser โ s legal counsel โ ), in trust, which shall be applied on account of the purchase price at closing ( as hereinafter defined ) or otherwise dealt with as hereinafter provided. 1. 1 the amount of one hundred thousand dollars ( | 47 |
purchase-agreements | neoleukin therapeutics, inc. 1616 eastlake ave e suite 360seattle, wa 98102ein : 83 # # # - # # # - # # # # exhibit 10. 23purchase orderp. o. # 20201118 - 001 rigaku date : 18 november 2020 neoleukin therapeutics, inc. 1616 eastlake ave e suite 360seattle, wa 98102ein : 83 # # # - # # # - # # # # neoleukin therapeutics, inc. 1616 eastlake ave e suite 360 ein : 83 # # # - # # # - # # # # exhibit 10. 23purchase orderp. o. # 20201118 - 001 rigaku date : 18 november 2020 exhibit 10. 23 purchase order p. o. # 20201118 - 001 rigaku date : 18 november 2020 vendor : rigaku americas corporation9009 new trails drivethe woodlands, tx # # # - # # # - # # # # # # # - # # # - # # # # ship to : neoleukin therapeutics, inc. 188 e blaine st suite 450seattle, wa 98102 ( 206 # # # - # # # - # # # # bill to : neoleukin therapeutics, inc. 1616 eastlake avenue east suite 360seattle, wa 98102 vendor : rigaku americas corporation9009 new trails drivethe woodlands, tx # # # - # # # - # # # # # # # - # # # - # # # # ship to : neoleukin therapeutics, inc. 188 e blaine st suite 450seattle, wa 98102 ( 206 # # # - # # # - # # # # bill to : neoleukin therapeutics, inc. 1616 eastlake avenue east suite 360seattle, wa 98102 comments or special instructions : requisitioneraccount numberquotation numberpx28752rev1tax statustaxablepayment termsnet 30 days requisitioneraccount numberquotation numberpx28752rev1tax statustaxablepayment termsnet 30 days requisitioner account number quotation number px28752rev1 tax status taxable payment terms net 30 days catalog numberdescriptionunit | 48 |
purchase-agreements | exhibit 2. 1 execution copy purchase and assumption agreement dated as of april 6, 2009 by and among national city bank, the farmers national bank of emlenton and the pnc financial services group, inc. with respect to sections 7. 6 and 7. 10, and article 12 table of contents page 1. 1 1. 2 1. 3 2. 1 2. 2 2. 3 2. 4 2. 5 3. 1 3. 2 3. 3 3. 4 3. 5 3. 6 3. 7 3. 8 3. 9 4. 1 4. 2 4. 3 4. 4 4. 5 4. 6 4. 7 4. 8 4. 9 4. 10 page iii page iv page 12. 2 12. 3 12. 4 12. 5 12. 6 12. 7 12. 8 12. 9 12. 10 12. 11 12. 12 12. 13 12. 14 12. 15 v list of schedules this purchase and assumption agreement, dated as of april 6, 2009 ( this โ agreement โ ), by and among national city bank ( โ seller โ ) and the farmers national bank of emlenton ( โ purchaser โ ), and the pnc financial services group, inc., a pennsylvania corporation ( โ pnc โ ), with respect to sections 7. 6 and 7. 10, and article 12. recitals a. seller. seller is a national banking association, organized under the laws of the united states of america, with its principal office located in cleveland, ohio. b. purchaser. purchaser is a national banking association, organized under the laws of the united states of america, with its principal office located in emlenton, pennsylvania. c. the merger. on december 31, 2008, national city corporation, a delaware corporation ( โ national city โ ), merged ( the โ merger โ ) with and into pnc, pursuant to the terms of an agreement and plan of merger, dated as of october 24, 2008, by and between national city and pnc. as a result of the merger, seller became a wholly owned subsidiary of pnc. in connection with the consummation of the merger, purchaser desires to acquire from seller, and seller desires to transfer to purchaser, certain banking operations in the state of pennsylvania, in accordance with and subject to the terms and conditions of this agreement. d. continuation of service. purchaser and seller each intend to continue providing retail | 49 |
purchase-agreements | amendment to the purchase and assumption agreement this amendment ( this โ amendment โ ) is made and entered into as of this 17th day of december, 2015, by and between athens federal community bank, national association, a national bank ( โ purchaser โ ) and atlantic capital bank, n. a., a national bank ( โ seller โ ), and amends that certain purchase and assumption agreement ( the โ agreement โ ), dated as of december 17, 2015, between purchaser and seller. whereas, purchaser and seller are parties to the agreement ; and whereas, in order to clarify certain provisions of the agreement, the parties desire to amend the agreement as provided in section 11. 9 of the agreement ; now, therefore, in consideration of their mutual promises and obligations and intending to be legally bound hereby, the parties agree as follows : 1. amendment to the agreement. the definition of โ purchased loans โ in section 1. 1 of the agreement shall be deleted in its entirety and replaced with the following : โ purchased loans โ means those certain loans listed on schedule 1. 7, together with all loan documents and records pertaining to such loans. this list will be updated as of the closing date by seller to reflect any changes with respect to such loans and the addition of new loans on the books of the branches on such date unless such loans exceed $ 150, 000 in principal amount, in which case such loans will only be added with the prior written consent by purchaser. 2. reaffirmation and continuing validity. except as expressly amended hereby, the terms and provisions of the agreement remain in full force and effect in all respects. 3. governing law. this amendment and the legal relations between the parties shall be governed by and interpreted in accordance with the laws of the state of tennessee applicable to contracts made and to be performed entirely within the state of tennessee. 4. counterparts. this amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. [ signature page follows ] in witness whereof, the parties hereto have caused this amendment to be executed by their duly authorized officers as of the date first above written. seller : atlantic capital bank, n. a. by : / s / d. michael kramer name : d. michael kramer title : president and chief operating officer purchaser : athens federal community bank, national association by : / s / jeffrey l. cunningham | 50 |
purchase-agreements | exhibit 10. 1 700 anderson hill road, purchase, ny 10577 may 9, 2012 to the lenders party the credit agreement referred to below c / o citibank, n. a. as agent for such lenders 1615 brett road, building # 3 new castle, delaware 19720 attn : bank loan syndications fax # 212 # # # - # # # - # # # # copy via email sent to : carolyn a. kee managing director, global loans citibank global captial markets, inc. 390 greenwich street new york, ny 10013 * * * @ * * * subject : four year credit agreement dated as of june 14, 2011 among pepsico, inc., the lenders party thereto and citibank, n. a. as agent for the lenders ( the โ credit agreement โ ) ladies and gentleman : pursuant to section 2. 06 ( b ) of the credit agreement, pepsico, inc. hereby requests a one year extension of the existing termination date from june 14, 2015 to june 14, 2016. in addition, the company requests that the words โ the repayment of outstanding commercial paper issued by the company and its subsidiaries, โ be deleted from the preliminary statement and section 2. 16 of the credit agreement. please indicate your agreement to each of the foregoing requests by signing in the space provided below and returning the signed copy to the agent no later than may 24, 2012. capitalized terms used but not defined herein shall have the meanings assigned to them in the credit agreement. except as expressly amended hereby, the credit agreement shall remain in full force and effect. sincerely, / s / maria teresa hilado maria teresa hilado senior vice president, finance and treasurer / s / jay laramie jay laramie vice president and assistant treasurer / s / maria teresa hilado / s / jay laramie by its signature below the undersigned lender confirms its agreement to the extension and amendments requested above citibank, n. a. name of lender / s / carolyn kee name : carolyn kee title : vice president citibank, n. a. / s / carolyn kee by its signature below the undersigned lender confirms its agreement to the extension and amendments requested above jpmorgan chase bank, n. a. name of lender / s / tony yung name : tony yung title : executive director jp | 51 |
purchase-agreements | exhibit 10. 35 2040701 โ fixed asset purchase contract review form basic contract information serial number ๏ผ gdzc - 20180725 - 0001 contract no. g12 - z06 - 20180712 - 11 date of signature 20180712 initiator liu gaoyang company heilongjiang xinda enterprise group company limited affiliated section purchasing department affiliated organization equipment purchasing group affiliated organization id 2018ij5001b5t3 initiated date 2018 - 07 - 25 14 : 26 contract classification fixed asset purchase contracting department purchasing department signing place harbin contract name production equipment purchase contract demander โ s name heilongjiang xinda enterprise group company limited demander โ s address no. 9, hanan 1st road, pingfang district, harbin legal representative / telephone dai rujun # # # - # # # - # # # # principal of demander / telephone liu gaoyang # # # - # # # - # # # # supplier โ s name harbin hailezi technology co., ltd. supplier โ s address room 1710, fusite building, no. 242, hongqi street, nangang centralized park, harbin economic development zone legal representative / telephone sun zongyan 0451 - 51065290 principal of supplier / telephone song xue 0451 - 51065290 subject project of purchasing 300, 000 tons ( bio - based ) composite in july contract performance period from 2018 - 07 - 12 14 : 29 to 2019 - 12 - 31 - 14 : 29 contract service period 2020 - 07 - 31 14 : 29 contract payment information company name harbin hailezi technology co., ltd. invoice type vat special invoice address, telephone room 1710, fusite building, no. 242 hongqi street, nangang centralized park, harbin economic development zone 0451 - 51065290 bank of china agricultural bank of china co., ltd. harbin longxiang sub - branch bank acct 08066601040006419 taxpayer identification number 91230199ma18yekj20 contract amount # # # - # # # - # # # #. 00 yuan payment method installments number of installments 4 seal details seal place room 501, jiangnan zhonghuan road seal type special contract seal seal name special contract seal of heilongjiang xinda enterprise group company limited seal supervisor yang donghua seal keeper yang | 52 |
purchase-agreements | matinas biopharma holdings, inc. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ securities purchase agreement _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ warrants _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ june 10, 2013 confidential notice to offerees the securities offered hereby have not been registered under the securities act of 1933, as amended, or registered or qualified under the applicable securities laws of any state or other jurisdiction. this securities purchase agreement and the other offering documents do not constitute an offer to sell or solicitation of an offer to buy the securities in any jurisdiction in which such offer or solicitation would be unlawful. the securities are being sold for investment purposes only, without a view to resale or distribution thereof, and may not be transferred, resold or offered for resale in the absence of an effective registration statement under the securities act and effective registration or qualification under the applicable securities laws of any state or other jurisdiction, or the availability of an exemption therefrom. an investment made in the securities offered hereby is speculative and suitable only for persons who have substantial financial resources, who have no need for liquidity in this investment and who understand or have been advised with respect to the tax consequences of, and risk factors associated with, this investment and who are able to bear the substantial economic risk of this investment for an indefinite period of time. neither the securities and exchange commission nor the securities commission or other regulatory authority of any state or other jurisdiction has approved or disapproved of these securities or passed upon the adequacy or accuracy of this securities purchase agreement or any of the other offering documents. any representation to the contrary is a criminal offense. this securities purchase agreement does not constitute an offer or solicitation in any state or other jurisdiction in which such an offer or solicitation is not authorized. confidential information the offeree acknowledges | 53 |
purchase-agreements | - 27 - 61177540 v8 7. 20. 21 schedule of exhibits exhibit a : legal description of property exhibit b. 1 : september 12, 2019, lease between cb & tc, as landlord, and the commonwealth of massachusetts, as tenant. exhibit b. 2 : september 26, 2019, lease between cb & tc, as landlord, and the commonwealth of massachusetts, as tenant. exhibit b. 3 : april 7, 2021, license agreement between eastern bankshares, inc, as licensor, and sloan et al, as licensee. exhibit c : lease with eastern bank exhibit d : form of lease assignment exhibit e : representation update certificate exhibit f : state form tenant estoppel certificate ; exhibit g : post - closing occupancy agreement exhibit h : crocker design group, llc certificate of insurance - 27 - 61177540 v8 7. 20. 21 schedule of exhibits exhibit a : legal description of property exhibit b. 1 : september 12, 2019, lease between cb & tc, as landlord, and the commonwealth of massachusetts, as tenant. exhibit b. 2 : september 26, 2019, lease between cb & tc, as landlord, and the commonwealth of massachusetts, as tenant. exhibit b. 3 : april 7, 2021, license agreement between eastern bankshares, inc, as licensor, and sloan et al, as licensee. exhibit c : lease with eastern bank exhibit d : form of lease assignment exhibit e : representation update certificate exhibit f : state form tenant estoppel certificate ; exhibit g : post - closing occupancy agreement exhibit h : crocker design group, llc certificate of insurance | 54 |
purchase-agreements | exhibit 10. 50promis neurosciences inc. unit purchase agreement exhibit 10. 50promis neurosciences inc. unit purchase agreement exhibit 10. 50 promis neurosciences inc. unit purchase agreement table of contentspage1. purchase and sale of11. 1sale and issuance of 11. 2closing ; delivery 11. 3use of proceeds 21. 4defined terms used in this agreement 32. representations and warranties of the company 52. 1organization, good standing, corporate power and qualification 52. 2capitalization 62. 3subsidiar 62. 4authorization 72. 5valid issuance of securities 72. 6governmental consents and filings 72. 7litigation 72. 8intellectual property 82. 9compliance with other instruments 102. 10agreements ; actions 112. 11certain transactions 112. 12rights of registration and voting rights 112. 13property 112. 14financial statements 122. 15employee matters 142. 16tax returns and payments 142. 17insurance 152. 18employee agreements 152. 19permits 152. 20corporate documents 152. 21environmental and safety laws152. 23health canada and fda162. 29data privacy 182. 33disclosure 193. representations and warranties of the purchasers 193. 1authorization 193. 2purchase entirely for own account 193. 3disclosure of information 203. 4information on purchaser203. 5high risk and speculative investment203. 6restricted securities 213. 9general solicitation213. 10for erisa plans only213. 11disqualification21 table of contentspage1. purchase and sale of11. 1sale and issuance of 11. 2closing ; delivery 11. 3use of proceeds 21. 4defined terms used in this agreement 32. representations and warranties of the company 52. 1organization, good standing, corporate power and qualification 52. 2capitalization 62. 3subsidiar 62. 4authorization 72. 5valid issuance of securities 72. 6governmental consents and filings 72. 7litigation 72. 8intellectual property 82. 9compliance with other instruments 102. 10agreements | 55 |
purchase-agreements | exhibit 2. 3 execution version sale and purchase agreement ( pr ) between the bank of nova scotia and oriental bank and solely for the purposes set forth herein ofg bancorp exhibit 2. 3 execution version sale and purchase agreement ( pr ) between the bank of nova scotia and oriental bank and solely for the purposes set forth herein ofg bancorp june 26, 2019 | 56 |
purchase-agreements | exhibit 10. 8 current director fee arrangements directors of great southern bancorp, inc. ( " bancorp " ) receive a monthly fee of $ 1, 000 per regular monthly meeting attended, which is the only compensation paid to directors by bancorp, except for stock options which may be granted in the discretion of the board of directors under bancorp's 2013 stock option and incentive plan. directors of great southern bank receive a monthly fee of $ 3, 000 per regular monthly meeting attended. the directors of bancorp and the directors of the bank are the same individuals. the directors of bancorp and its subsidiaries serving on the audit committee are paid a fee of $ 300 per meeting attended, except for the chairman of the audit committee, who is paid a fee of $ 350 per meeting attended. director brown serves on the bank's compliance committee and is paid a fee of $ 300 per meeting attended. the directors of bancorp and its subsidiaries are not reimbursed for their costs incurred in attending board and committee meetings. | 57 |
purchase-agreements | autozone parts, inc. 123 s. front street memphis, tn 38103 telephone ( 901 ) # # # - # # # - # # # # fax ( 901 ) # # # - # # # - # # # # ( us ) vendor agreement vendor no. 07245 category manager : autozone parts, inc. [ * ] autozone reserves the right to remit to the party to whom the purchase order is issued. payment information : address to mail payment : vendor name factor ( if applicable ) motorcar parts of america, inc. pos no address 2929 california street city torrance state, zip ca, 90503 country / region usa credit dept phone ( 310 ) 212 - 7910 toll free number ( 800 ) 890 - 9988 fax number ( 310 ) 212 - 0729 vendor also doing business as : ( attach a list to this agreement if space provided is insufficient ) note : all payments of monies must be made payable to and mailed to : autozone parts, inc. accounting dept. 9010 p. o. box 2198 memphis, tn 38101 purchase order information : address to send purchase orders : y check if same as payment address vendor name motorcar parts of america, inc. address 2929 california street city torrance state, zip ca, 90503 country / region usa attention accounts receivable street address for use by delivery services other than the u. s. mail, if not already shown in the p. o. order address above. 2929 california street torrance, ca 90503 country / region usa dept : expedite orders ( 310 ) # # # - # # # - # # # # phone : toll free number : fax number : ( 800 ) # # # - # # # - # # # # ( 310 ) # # # - # # # - # # # # orders will be via : edi fax vendor financial information vendor agrees to furnish, when returning this completed agreement, a complete set of current financial statements. publicly held companies should include the annual report to shareholders and 10k report. if financial statements are not available, a dun & bradstreet should be furnished. further, vendor agrees to respond to operational / financial questionnaires from time to time as requested by autozone. product liability insurance copy of certificate of insurance must be attached to this vendor agreement. certificate of insurance must | 58 |
purchase-agreements | exhibit 2. 1 sale and purchase agreement among harley - davidson, inc. harley - davidson holding co., inc. harley - davidson motor company, inc. h - d varese holding co. s. r. l. ( of the first part ) and mv agusta motor holding s. r. l. claudio castiglioni ( of the second part ) contents 1. 2. 3. 4. 5. authorization no conflict ownership no brokers 6. organization and standing authorization no conflict no brokers financial capability 7. 8. i 9. 10. ii schedules iii sale and purchase agreement this sale and purchase agreement is entered into in milan ( italy ) on 31 july 2010 by and among : harley - davidson, inc., a corporation incorporated under the laws of wisconsin ( usa ), with office in 3700 west juneau avenue, milwaukee, wisconsin ( usa ),, acting by john olin in his capacity as senior vice president and chief financial officer ( โ hd โ ) and harley - davidson holding co., inc., a corporation duly incorporated under the laws of delaware ( usa ), whose office is at 3700 west juneau ave., milwaukee, wisconsin 53208 u. s. a., acting by john olin, in his capacity as senior vice president and chief financial officer ( โ hd holding โ ) ; and harley - davidson motor company, inc., a corporation incorporated under the laws of wisconsin ( usa ), with office in 3700 west juneau avenue, milwaukee, wisconsin ( usa ),, acting by john olin in his capacity as senior vice president and chief financial officer ( โ hd motor โ ) and h - d varese holding co. s. r. l., a limited liability company ( societa a responsabilita limitata ) incorporated under the laws of italy, with registered office in varese, at via g. macchi no. 144, number of registration with the companies โ register of varese, fiscal code and vat number # # # - # # # - # # # #, acting by john olin in his capacity as attorney - in - fact ( โ hd varese โ and, together with hd, hd holding and hd motor, the โ hd parties โ ) - of the first part - and mv agusta motor holding s. r. l., a limited liability company ( societa a responsabilita limit | 59 |
purchase-agreements | dated as of march 23, 2009 exhibit d key business locations exhibit e acquired location payments and transfered employee amounts section 1. 5 leases with takeback options section 3. 2 ( b ) employee contracts section 5. 3 ( a ) asset and liability statement section 5. 3 ( b ) production schedule section 5. 6 litigation ; decrees section 5. 8 ( a ) employees section 10. 3 seller's severance practices section 10. 6 seller's flex plans section 10. 7 seller's retirement plans tax records section 3. 5 ( c ) " earn - out amount " means the year 1 earn - out amount or the year 2 earn - out amount, as appropriate. " earn - out period " means the year 1 earn - out period or the year 2 earn - out period, as appropriate. " year 1 back - end bonus amount " means 50 % of the aggregate amount of all back - end bonuses under the transferred employee contracts set forth on section 3. 2 ( b ) of the disclosure schedule paid to transferred employees during the year 1 earn - out period. " year 2 back - end bonus amount " means 50 % of the aggregate amount of all back - end bonuses under the transferred employee contracts set forth on section 3. 2 ( b ) of the disclosure schedule paid to transferred employees during the year 2 earn - out period. " year 1 reduction amount " means ( a ) an amount equal to the aggregate base acquisition consideration, or ( b ) if the amount described in section 3. 2 ( b ) ( i ) ( a ) is less than the amount of the aggregate base acquisition consideration, then the amount described in section 3. 2 ( b ) ( i ) ( a ). ubs financial services inc. 1200 harbor boulevard, 6th floor weehawken, nj 07086 - 6791 fax : ( 201 ) 272 - 7656 james d. price head, wealth management advisor group us with a copy to : ubs financial services inc. 1200 harbor boulevard, 10th floor weehawken, nj 07086 - 6791 fax : ( 201 ) 617 - 8483 attention : tracy e. calder and reitler brown & rosenblatt llc 800 third avenue, 21st floor new york, new york 10022 telephone : ( 212 ) 209 - 3050 fax : ( 212 ) 371 - 5500 attention : edward g. reitler seller : ubs financial services inc. by : name : | 60 |
purchase-agreements | the alkaline water company inc. address for notice : by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ fax : name : title : with a copy to ( which shall not constitute notice ) : | 61 |
purchase-agreements | ehxibit 2. 02 certain portions of this exhibit ( indicated by โ [ * * * ] โ ) have been omitted pursuant to item 601 ( a ) ( 6 ) of regulation s - k. this exhibit is an english translation of a foreign language document. the company hereby agrees to supplementally furnish to the sec, upon request, a copy of the foreign language document. form of preferred shares sale and purchase agreement of bank kassa nova joint - stock company ( subsidiary bank of fortebank joint - stock company ) by and between mr. bulat zhamitovich utemuratov and freedom finance jsc dated _ _ _ _ _ _ _ _ _ _ _ _, 2020 preferred shares sale and purchase agreement this preferred shares sale and purchase agreement ( as defined below ) ( hereinafter referred to as the โ agreement โ ) is made on _ _ _ _ _ _ _ _ _ _, 2020 by and between mr. bulat zhamitovich utemuratov, citizen and resident of the republic of kazakhstan, iin # # # - # # # - # # # #, residing at 16, 2501, dostyk str., nur - sultan, the republic of kazakhstan, ( hereinafter referred to as the " seller " ) and the freedom finance joint - stock company, registered in accordance with the legislation of the republic of kazakhstan, located at " esentai tower " bc, floor 7, 77 / 7 al farabi ave., almaty, 050040 the republic of kazakhstan, duly represented by the chairman of the management board, mr. sergey lukyanov, acting based on the charter ( hereinafter referred to as the โ buyer โ ), collectively referred to as the parties and individually as the party. preamble whereas, the seller holds all issued and outstanding preferred shares isin kz1p00003305 in total of 1, 000, 000 ( one million ) shares ( hereinafter referred to as the " preferred shares " ) issued by bank kassa nova jsc ( subsidiary bank of fortebank jsc ) bin 090740019001 located at 10 dinmukhamed konayev str., yessil district, nur - sultan, 010000 the republic of kazakhstan ( hereinafter referred to as the " bank " ) ; whereas, the seller intends to sell to the buyer, and | 62 |
purchase-agreements | exhibit 10. 1 limestone bancorp, inc. 2500 eastpoint parkway, suite 103 louisville, kentucky 40223 june 25, 2018 dear [ shareholder ] : by this letter, limestone bancorp, inc. ( the โ company โ ) is offering to purchase ( the โ offer โ ) all of your issued and outstanding shares of the company โ s non - voting non - cumulative perpetual preferred shares, series e ( โ series e preferred โ ) and the company โ s non - voting non - cumulative perpetual preferred shares, series f ( โ series f preferred โ ), at a price of $ 564. 70 per share of series e preferred and $ 1. 00 per share of series f preferred. currently, 6, 198 shares of series e preferred are outstanding and 4, 304 shares of series f preferred are outstanding. the purchase price for the series e preferred and series f preferred has been determined by a special committee of our board of directors after consultation with the company โ s independent financial advisor. the board of directors makes no representation concerning the value of the shares of series e preferred and series f preferred or the fairness of the offer and you are encouraged to consult your own personal business, investment, legal, tax and accounting advisors regarding the offer. the offer accommodates those shareholders who wish to have an opportunity to sell their shares of series e preferred and series f preferred if, in their personal judgment, it is prudent to do so. while the offer, if accepted unanimously, will allow the company to retire all of its outstanding preferred stock, and simplify its capital structure, neither the company nor the board of directors is recommending or requesting that any shareholder accept or decline the offer. four directors of the corporation ( and their affiliates ) own 75. 6 % of the issued and outstanding shares of series e preferred and 44. 2 % of the issued and outstanding shares of series f preferred. each of the four directors has indicated his intention to sell his ( and his affiliates โ ) shares of series e preferred and series f preferred. if you are interested in participating in the offer, please sign below where indicated and return to the company a signed copy of this letter, your stock certificates for series e preferred and series f preferred, together with duly executed blank stock powers in the form attached to this letter. we must receive this documentation by the expiration time set out below. to participate in the offer, you must sell all of your shares of series e preferred and series f preferred. | 63 |
purchase-agreements | exhibit 10. 1 700 anderson hill road, purchase, new york, 10577www. pepsico. com october 18, 2012 ms. maura a. smith dear ms. smith : this letter separation agreement ( this โ agreement โ ) relates to the arrangements concerning the separation of your employment from pepsico, inc. ( โ pepsico โ together with its parent, subsidiaries, divisions, affiliates, predecessors and successors, agents, employees, directors, or assigns, the โ company โ ). you will not be entitled to receive any further payments or benefits from the company, except as specifically set forth by the terms and conditions of this agreement, or except as provided under the indemnity provisions of pepsico โ s by - laws, and director and officer and professional liability insurance policies. 1. status and responsibilities. ( a ) status. on, june 15, 2012 ( your โ separation date โ ) your position as executive vice president, government affairs, general counsel and corporate secretary, any other appointments and offices you held with the company, and any position with any third - party organizations in which you represented the company, ended. except as otherwise provided in this agreement, contingent upon your timely signing and not revoking this agreement, and for valuable consideration, you will be eligible for the payments and benefits described in section 2. ( b ) responsibilities. from october 1, 2012 until april 15, 2013 you agree to be available to the company as a consultant ( the โ consultancy period โ ). during this time, you agree to consult with the company in response to inquiries or reasonable requests from the company for assistance and to cooperate with the company as needed. your consultancy will automatically cease at the end of the consultancy period, or when you notify the company that you have accepted employment elsewhere, whichever is sooner. notwithstanding the end of the consultancy period, you will remain available to respond to inquiries or reasonable requests from the company for assistance and to cooperate with the company as needed. during the consultancy period, you will be reimbursed for pre - approved reasonable and appropriate business expenses incurred by you during your consultancy period in connection with such services as specifically requested in writing by the general counsel of the company, subject to the submission by you of appropriate documentation in accordance with company policy. nothing in this section shall preclude you from providing legal or other consulting services to other clients, subject to the restrictions set forth in section 4 below. pepsico smith 2. payments | 64 |
purchase-agreements | exhibit 10. 1 execution copy capacity purchase agreement between american airlines, inc. and air wisconsin airlines llc effective as of august 19, 2022 exhibit 10. 1 execution copy capacity purchase agreement between american airlines, inc. and air wisconsin airlines llc effective as of august 19, 2022 table of contents article i. definitions 1 article ii. capacity purchase, revenues and other services 1 2. 01 capacity purchase 1 2. 02 flight related revenues 2 2. 03 non - revenue pass travel 3 2. 04 ground handling 3 article iii. use of covered aircraft 3 3. 01 use of covered aircraft 3 3. 02 additional aircraft ; spare aircraft ; aircraft substitution ; neutral livery aircraft 4 3. 03 aircraft unavailability 5 3. 04 supportability commitment 6 3. 05 flight designator codes and codeshare term 6 3. 06 flight dispatch 7 3. 07 maintenance of supported aircraft 7 3. 08 compliance with other terms of related agreements 9 3. 09 event of loss 9 article iv. service standards, performance measurement and training 9 4. 01 crews and other personnel 9 4. 02 governmental regulations 9 4. 03 quality of service 10 4. 04 access and use of american systems 12 4. 05 data security 13 4. 06 processing and adjudicating customer or passenger complaints 14 4. 07 right to inspect aircraft and service conditions 15 4. 08 controllable cancellation codes and controllable on time departure codes 16 4. 09 catering products and catering services 16 article v. safety 16 5. 01 incidents or accidents 16 5. 02 accident reports 17 5. 03 international air transport association operational safety audit 17 5. 04 emergency assistance agreement 17 article vi. other obligations of contractor 17 6. 01 faa or dot certification suspension or revocation 17 6. 02 fuel efficiency program 17 6. 03 use of approved marks and copyrights 18 6. 04 ownership and use of data 20 6. 05 american โ s aadvantageยฎ program 21 6. 06 periodic reports 21 6. 07 intentionally omitted 22 6. 08 liquor licenses for covered aircraft 22 6. 09 intentionally omitted 22 6. 10 eagle partnership manuals 22 6. 11 review of insurance coverage 22 6. 12 intentionally omitted 23 i 6. 13 intentionally omitted 23 6. 14 late reduced crew estimates 23 6. 15 unsupported aircraft 24 6. 16 resource allocation 25 6. 17 actions during a force majeure event or labor dispute 25 article vii. contractor โ s compensation 26 7. 01 base and | 65 |
purchase-agreements | exhibit 10. 4 securities purchase agreement standard terms table of contents page 1. 1 1. 2 1. 3 2. 1 2. 2 3. 1 3. 2 3. 3 3. 4 3. 5 4. 1 4. 2 4. 3 4. 4 4. 5 4. 6 4. 7 4. 8 4. 9 4. 10 5. 1 5. 2 5. 3 5. 4 5. 5 5. 6 5. 7 5. 8 5. 9 5. 10 index of defined terms term location of definition location of definition affiliate agreement appraisal procedure appropriate federal banking agency bankruptcy exceptions benefit plans board of directors business combination business day capitalization date certificate of designations charter closing closing date code common stock company company financial statements company material adverse effect company reports company subsidiary ; company subsidiaries control ; controlled by ; under common control with controlled group cpp eesa erisa exchange act fair market value gaap governmental entities holder holders โ counsel indemnitee information initial warrant shares investor junior stock knowledge of the company ; company โ s knowledge last fiscal year letter agreement officers term location of definition location of definition parity stock pending underwritten offering permitted repurchases piggyback registration plan preferred shares preferred stock previously disclosed proprietary rights purchase purchase price purchased securities qualified equity offering register ; registered ; registration registrable securities registration expenses regulatory agreement rule 144 ; rule 144a ; rule 159 ; rule 405 ; rule 415 schedules sec securities act selling expenses senior executive officers share dilution amount shelf registration statement signing date special registration stockholder proposals subsidiary tax ; taxes transfer warrant warrant shares securities purchase agreement โ standard terms recitals : whereas, the united states department of the treasury ( the โ investor โ ) may from time to time agree to purchase shares of preferred stock and warrants from eligible financial institutions which elect to participate in the troubled asset relief program capital purchase program ( โ cpp โ ) ; whereas, an eligible financial institution electing to participate in the cpp and issue securities to the investor ( referred to herein as the โ company โ ) shall enter into a letter agreement ( the โ letter agreement โ ) with the investor which incorporates this securities purchase agreement โ standard terms ; whereas, the company agrees to expand the flow of credit to u. s. consumers and businesses on competitive terms to promote the sustained growth and vitality of the u. s. economy ; whereas, the company agrees to work diligently, under existing programs, to modify the terms of residential mortgage | 66 |
purchase-agreements | eui - 1213168084v2 amendment agreement nยฐ1 to the securities purchase agreement dated january 26, 2022 by and between simpson strong - tie europe simpson manufacturing co., inc on the one hand and the sellers identified therein on the other hand, with respect to fixco invest dated : march 17, 2022 docusign envelope id : 2e39030d - 7140 - 44f7 - b578 - 14dc6049d0f1 eui - 1213168084v2 amendment agreement nยฐ1 this amendment agreement nยฐ1 dated march 17, 2022 ( as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms, this " amendment agreement " ), is by and between : 1. simpson strong - tie europe, a societe a responsabilite limitee a associe unique organized under the laws of france having its registered office at lieudit le moulin des ardillers โ 85400 sainte - gemme - la - plaine and registered with the companies registry of la roche - sur - yon under number 410 906 671 ( the " purchaser " ) ; and 2. simpson manufacturing co., inc, a corporation organized under the laws of delaware, having its registered office at 5956 w. las positas blvd., pleasanton, ca 94588 usa ( the " guarantor " ), on the one hand and : 3. fastco investment, a societe a responsabilite limitee organized under the laws of luxembourg, having its registered office at 60, avenue j. f. kennedy, l1855 luxembourg, grand duchy of luxembourg, and registered with the companies registry of luxembourg under number b227520 ( " fastco " ), acting on behalf and in the name of all the sellers as the sellers โ agent in accordance with article 10. 1 ( a ) ( i ) of the spa, on the other hand recitals : whereas : ( a ) the parties have previously entered into a securities purchase agreement, dated january 26, 2022 ( the " spa " ) whereby the purchaser shall purchase from each seller the transferred securities and each seller shall sell and deliver to the purchaser all the transferred securities he / she / it holds, free and clear of all encumbrances, together with all rights and benefits attaching there | 67 |
purchase-agreements | exhibit 2. 1 purchase and assumption agreement page page ( i ) definition of market price. the market price for any security shall be ( i ) the market price for that security quoted at the close of the trading day effective on the bank closing date as published electronically by bloomberg, l. p., or alternatively, at the discretion of the receiver, by idc / financial times ( ft ) interactive data ; ( ii ) provided that if such market price is not available for any such security, the assuming institution will submit a written purchase price bid for each such security within three days of notification / bid request by the receiver ( unless a different time period is agreed to by the assuming institution and the receiver ) and the receiver, in its sole and absolute discretion, will accept or reject each such purchase price bid ; and ( iii ) further provided that in the absence of an acceptable bid from the assuming institution, or in the event that a security is deemed essential to the receiver as determined by the receiver in its discretion ( see section 3. 6 retention or repurchase of assets essential to the receiver ) such security shall not pass to the assuming institution and shall be deemed to be an excluded asset hereunder and listed on schedule 3. 5 ( l ). ( ii ) calculation of purchase price. the bank โ s ownership interest in a security will be quantified one of two ways : ( i ) number of shares or other units, as applicable ( in the case of equity securities ) or ( ii ) par value or notational amount, as applicable ( in the case non - equity securities ). as a result, the purchase price ( except where determined pursuant to clause ( ii ) of the preceding paragraph ) shall be calculated one of two ways, depeding on whether or not the security is an equity security : ( i ) the purchase price for an equity security shall be calculated by multiplying the number of shares or other units by the applicable market price per unit ; and ( ii ) the purchase price for a non - equity security shall be an amount equal to the applicable market price ( expressed as a decimal ), multiplied by the par value for such security ( based on the payment factor most recently widely available ). the purchase price shall also include accrued interest as calculated below ( see calculation of accrued interest ), except to the extent the parties may otherwise expressly agree, pursuant to clause ( ii ) of the preceding paragraph. if the factor used to determine the | 68 |
purchase-agreements | exhibit 10. 1 agreement for the purchase and sale of future receipts seller โ s legal name : aditxt, inc. seller โ s legal name : aditxt, inc. seller โ s legal name : aditxt, inc. d / b / a : aditxt d / b / a : aditxt d / b / a : aditxt form of business entity : [ ] corporation ; [ ] limited liability company ; [ ] partnership ; [ ] limited partnership ; [ ] limited liability partnership ; [ ] sole proprietorship ; [ ] other : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ street address : _ _ _ _ _ _ 737 n 5th st _ _ _ _ _ _ _, city : _ _ _ _ _ _ _ richmond, _ _ _ _ _ state : _ _ _ _ va _ _ _, zip : _ _ _ _ 23219 _ _ _ mailing address : _ _ _ _ 737 n 5th st, _ _ _ _ city : _ _ _ _ richmond, _ _ _ _ _ _ _ state : _ _ _ _ va _ _ _, zip : _ _ _ _ 23219 _ _ _ primary contact : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ title : _ owner _ time in business : _ _ _ _ _ _ _ _ _ _ federal tax id : _ _ _ _ _ _ _ _ _ _ _ purchase price : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ purchased amount : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ average projected monthly sales : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ specified percentage : % ( average projected monthly sales x specified percentage / average business days in a calendar month ) initial _ weekly _ amount : _ _ _ _ _ _ _ _ _ origination fee : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ( to be deducted from the purchase price ) payment will be withdrawn every wednesday account for the deposit of all future receipts : bank : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ | 69 |
purchase-agreements | exhibit 10. 1 amended exhibit a to vehicle purchase agreement vehicle requirements this amended exhibit a to the vehicle purchase agreement dated june 4, 2014 ( the โ vehicle purchase agreement โ ) replaces and supersedes the exhibit a originally attached to the vehicle purchase agreement. capitalized terms used but not defined herein shall have the meaning assigned to them in the vehicle purchase agreement. this amended exhibit a serves as a commitment on the part of buyer to purchase from seller 1, 000 ( the โ order โ ) workhorse next generation all - electric package cars ( the โ vehicles โ or โ ngevs โ ). the purchase of the vehicles will be subject to the following terms and conditions : phase 1 โ test fleet โthe vehicles will be designed and developed with the input from buyer โ s automotive engineering team ; provided that seller shall be solely responsible and liable for the vehicles being designed and manufactured in compliance with all applicable laws and regulations. โthe vehicles will be designed and developed with the input from buyer โ s automotive engineering team ; provided that seller shall be solely responsible and liable for the vehicles being designed and manufactured in compliance with all applicable laws and regulations. โ the vehicles will be designed and developed with the input from buyer โ s automotive engineering team ; provided that seller shall be solely responsible and liable for the vehicles being designed and manufactured in compliance with all applicable laws and regulations. โbuyer will purchase 50 proto - type ngevs to be deployed as a test fleet. the ngevs must pass buyer โ s durability testing and all vehicle requirements ( as mutually developed by the parties and attached hereto as attachment 1 ) as part of the test fleet deployment. โbuyer will purchase 50 proto - type ngevs to be deployed as a test fleet. the ngevs must pass buyer โ s durability testing and all vehicle requirements ( as mutually developed by the parties and attached hereto as attachment 1 ) as part of the test fleet deployment. โ buyer will purchase 50 proto - type ngevs to be deployed as a test fleet. the ngevs must pass buyer โ s durability testing and all vehicle requirements ( as mutually developed by the parties and attached hereto as attachment 1 ) as part of the test fleet deployment. โbuyer will deploy the test fleet in a variety of routes and geographic regions and will evaluate under various climate / weather conditions for a time period to be determined by buyer and at buyer โ s sole discretion. โbuyer will | 70 |
purchase-agreements | portions herein identified by [ * * * * * ] have been omitted pursuant to a request for confidential treatment under rule 24b - 2 of the securities exchange act of 1934, as amended. a complete copy of this document has been filed separately with the securities and exchange commission. confidential exhibit 10. 22 securities purchase, assignment and assumption agreement dated as of december 19, 2018 by and among intrexon corporation, ares trading s. a. and precigen, inc. portions herein identified by [ * * * * * ] have been omitted pursuant to a request for confidential treatment under rule 24b - 2 of the securities exchange act of 1934, as amended. a complete copy of this document has been filed separately with the securities and exchange commission. confidential table of contents pagearticle 1definitions1article 2assignment and assumption92. 1assignment and assumption of collaboration agreement92. 2closing10article 3financial provisions103. 1sale and issuance of intrexon shares103. 2purchase and sale of note103. 3specified car - t products royalties11article 4other agreements of the parties114. 1use of note proceeds114. 2development and commercialization of specified car - t products114. 3shares to be issued114. 4registration rights114. 4. 1registration of intrexon shares114. 4. 2registration of intrexon common stock124. 4. 3registration of precigen shares124. 4. 4registration in a precigen financing134. 4. 5other provisions applicable to registration13 ( vi ) of such issuer's determination that a post - effective amendment to the registration154. 4. 6indemnification and contribution164. 5shareholder rights plans ; anti - takeover measures194. 6precigen board designation right204. 7lock - up214. 8limitations on intrexon shares224. 9commercially reasonable efforts to amend collaboration agreement22article 5legends ; public announcements235. 1legends235. 2legend removal235. 3public announcements23article 6representations, warranties and covenants246. 1mutual representations | 71 |
purchase-agreements | exhibit 10. 1 purchase agreement for land use right and factory facilities this agreement is entered into between ruili group co., ltd. ( hereinafter as โ party a โ or โ assignor โ ) and ruili group ruian auto parts co., ltd. ( hereinafter as โ party b โ or โ assignee โ ) on the date as shown on the signature page below. party a โ s entity registration no. is 330381000002674 and its legal representative is mr. xiaoping zhang, chairman of the board. party b โ s social credit code is 9133038175906785xw and its legal representative is ms. jinrui yu, its chief operation officer. according to the contract laws and other applicable laws of the people โ s republic of china ( โ prc โ ), party a and party b through negotiation have reached the following terms and conditions on the transfer of factory facilities and land use right from party a to party b. i. general i. general i. 1. party a owns factory facilities and land use rights for the facilities and land located at no. 2666 kaifaqu avenue, rui โ an economic development zone, rui โ an city, zhejiang province prc ( โ development zone facility โ ). the building area and ancillary site area shall be the same as shown in the property ownership certificate for the facility and land use certificate. party b has complete understanding of the current use and conditions of the facility and will purchase the development zone facility as - is, which includes the corresponding land use rights. 1. party a owns factory facilities and land use rights for the facilities and land located at no. 2666 kaifaqu avenue, rui โ an economic development zone, rui โ an city, zhejiang province prc ( โ development zone facility โ ). the building area and ancillary site area shall be the same as shown in the property ownership certificate for the facility and land use certificate. party b has complete understanding of the current use and conditions of the facility and will purchase the development zone facility as - is, which includes the corresponding land use rights. 1. 2. the id numbers of property ownership certificate and land use certificate are shown in the valuation report. 2. the id numbers of property ownership certificate and land use certificate are shown in the valuation report. 2. 3. party b intends to acquire development zone facility and its corresponding | 72 |
purchase-agreements | exhibit 2. 1 note : schedules and exhibits to the pst purchase agreement are omitted from this exhibit 2. 1. the following schedules and exhibits have been omitted : appendix a ( accredited investor definition ), exhibit a ( second amended and restatement of quotaholders โ agreement ), exhibit b ( form of investors โ rights agreement ) and schedule 4. 5, 4. 6, 4. 7, 4. 8, 4. 9 ( a ), 4. 10 ( a ), 4. 10 ( b ), 4. 11, 4. 12 ( a ), 4. 12 ( b ), 4. 12 ( c ), 4. 12 ( d ), 4. 12 ( e ), 4. 12 ( f ), 4. 13, 4. 15, 4. 16, 4. 18 ( a ), 4. 19, 7. 2, 7. 7, and 11. 2. the company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the commission upon request. agreement for the purchase and sale of shares of pst eletronica s. a. the parties to this agreement for the purchase and sale of shares of pst eletronica s. a. ( the โ agreement โ ), are as follows : ( 1 ) marcos ferretti ( โ ferretti โ ), brazilian citizen, married, electrical engineer, with office at rua jose alexandrino palazzo, 481, in the city of campinas, state of sao paulo, holder of identity card rg no. xxxx, individual taxpayers โ registration ( cpf / mf ) no. xxxx ; and ( 2 ) adriana campos de cerqueira leite ( โ adriana leite โ ), brazilian citizen, divorced, psychologist, holder of the identity card rg no. xxxx, individual taxpayer registration ( cpf / mf ) no. xxxx, resident and domiciled in the city of campinas, state of sao paulo, at alameda bauinias, no. 350, condominio chacaras alto de nova campinas. ( ferretti and adriana leite are each a โ seller โ and are collectively, the โ sellers โ ) ; and ( 3 ) alphabet do brasil ltda., a limited business company, with head office at estrada da telebras - unicamp km 0, 9, w / n | 73 |
purchase-agreements | homero bustillos gonzalez assignees or designees and american gold holdings ltd. option to purchase agreement january 11, 2011 table of contents article 1 interpretation section 1. 1 defined terms 1 section 1. 2 interpretative clauses. 6 section 1. 3 conditions precedent. 7 article 2 grant and exercise of option section 2. 1 grant of option to buy 70 % of all mining rights in property. 7 section 2. 2 purchase price 7 section 2. 3 option to purchase payments, expenditures and financing 9 section 2. 4 work commitment, expenditures and exploration objective ( s ). 9 article 3 option period section 3. 1 conduct of business. 10 section 3. 2 access for exploration 10 section 3. 3 optionee's obligations 10 section 3. 4 engagement 11 section 3. 5 emergency expenditures 11 article 4 representations and warranties section 4. 1 signing representations and warranties of optionor 12 section 4. 2 closing representations and warranties of optionor 12 section 4. 3 representations and warranties of optionee. 13 section 4. 4 survival 14 article 5 post - closing period section 5. 1 anti - dilution rights. 14 section 5. 2 nominees to optionee's advisory board 14 section 5. 3 further assurances 14 article 6 termination section 6. 1 termination by optionee 14 section 6. 2 no termination on closing 14 section 6. 3 obligations cease 14 section 6. 4 non - compliance by optionor 15 article 1 interpretation section 1. 1 defined terms 1 section 1. 2 interpretative clauses. 6 section 1. 3 conditions precedent. 7 article 2 article 2 grant and exercise of option grant and exercise of option section 2. 1 grant of option to buy 70 % of all mining rights in property. 7 section 2. 2 purchase price 7 section 2. 3 option to purchase payments, expenditures and financing 9 section 2. 4 work commitment, expenditures and exploration objective ( s ). 9 article 3 article 3 option period option period section 3. 1 conduct of business. 10 10 section 3. 2 access for exploration 10 10 section 3. 3 optionee's obligations 10 10 section 3. 4 engagement 11 11 section 3. 5 emergency expenditures 11 11 article 4 article 4 representations and warranties representations and warranties section 4. 1 signing representations and warranties of optionor 12 12 section 4. 2 closing representations and warranties of optionor 12 12 section 4. 3 representations and warranties of optionee. 13 13 section 4. 4 survival 14 | 74 |
purchase-agreements | first amendment to purchase and assumption agreement by and between vision bank and park national corporation and centennial bank and home bancshares, inc. this first amendment ( this โ amendment โ ) to the purchase and assumption agreement by and between vision bank and park national corporation and centennial bank and home bancshares, inc. dated november 16, 2011 ( the โ purchase and assumption agreement โ ) is effective as of this 25th day of january, 2012. whereas, vision bank and park national corporation ( โ seller โ ) and centennial bank and home bancshares, inc. ( โ buyer โ ) previously entered into the purchase and assumption agreement ; and whereas, pursuant to section 4. 1 of the purchase and assumption agreement, buyer agreed to make every effort to hire as many of seller โ s employees as it deems appropriate ; and whereas, seller desires to amend the purchase and assumption agreement to create an additional incentive for buyer to hire seller โ s employees ; now, therefore, the parties hereby amend section 4. 2 of the purchase and assumption agreement to add new subsection ( e ) to the end thereof as follows : ( e ) if buyer terminates any transferred employees, other than for cause ( as defined below ), within six ( 6 ) months following the closing date, buyer agrees to pay to such transferred employee, and seller agrees to promptly reimburse buyer for such payment, severance in an amount equal to the severance that would have been payable to such transferred employee had the transferred employee been terminated by seller at the closing date. buyer agrees to provide seller with an estimate of such severance liability at the closing date. nothing in the foregoing shall be construed as permitting any transferred employee to receive more than one payment of severance from buyer or seller in connection with such transferred employee โ s termination of employment. in addition, this section 4. 2 ( e ) shall not apply to any transferred employee who is a party to a change in control or employment agreement with seller which provides for the payment of severance benefits in connection with the transferred employee โ s termination following a change in control. for purposes of this section 4. 2 ( d ), seller shall have โ cause โ to terminate a transferred employee if : ( a ) the transferred employer commits any act of fraud, intentional misrepresentation, embezzlement or misappropriation or conversion of the assets or business opportunities of the buyer or any affiliate, ( b ) the transferred employee | 75 |
purchase-agreements | page | 1 intellectual property purchase agreement for the smarticles asset this intellectual property purchase agreement ( the โ agreement โ ) is entered as of september 8th, 2017 ( the โ effective date โ ) by and between marina biotech inc., 17870 castleton street, suite 250, city of industry, ca 91748, hereinafter โ marina โ and novosom verwaltungsgesellschaft mbh, weinbergweg 23, d - 06120 halle, germany, registered under hrb 14769 at the trade court of stendal ; hereinafter โ novosom โ, each referred to as a โ party โ and collectively as the โ parties โ. whereas, marina and novosom ( in form of its predecessor novosom ag ) have entered into an asset purchase agreement on july 27th 2010, wherein marina acquired an intellectual property estate. a current list of that intellectual property is attached in exhibit 0. 1 hereto and is the โ intellectual property โ of this agreement. whereas, marina has, in a period between july 27th, 2010 and the effective date or the instant agreement, licensed the smarticles technology, to licensees and having a scope as listed in exhibit 0. 2 hereto ( hereinafter the โ marina licenses โ ). whereas, marina has an ongoing payment obligation towards novosom resulting from said asset purchase agreement ( the โ marina obligation โ ). the marina obligation is payable in cash or stock at the sole discretion of marina at a rate of 30 % from any licensing income based on the smarticles technology or payable in full upon any sale of the smarticles technology. whereas, marina has changed its business focus away from delivery technologies and novosom is interested in acquiring the intellectual property. whereas, marina and novosom ( in form of its predecessor novosom ag ) have entered into an asset purchase agreement on july 27th 2010, wherein marina acquired an intellectual property estate. a current list of that intellectual property is attached in exhibit 0. 1 hereto and is the โ intellectual property โ of this agreement. whereas, marina and novosom ( in form of its predecessor novosom ag ) have entered into an asset purchase agreement on july 27th 2010, wherein marina acquired an intellectual property estate. a current list of that intellectual property is attached in exhibit 0. 1 hereto and is the โ intellectual property โ of this agreement. whereas, marina has, in a period between july 27th, 2010 and the effective date | 76 |
purchase-agreements | southwest airlines co. chris monroesenior vice president finance and treasurertreasury | finance2702 love field drivedallas, tx 75235 southwest airlines co. chris monroesenior vice president finance and treasurertreasury | finance2702 love field drivedallas, tx 75235 southwest airlines co. chris monroe senior vice president finance and treasurer treasury | finance 2702 love field drive dallas, tx 75235 reference : purchase agreement no. 3729 ( purchase agreement ) between the boeing company ( โ boeing โ ) and southwest airlines co. ( โ customer โ ) relating to model 737 - 8 aircraft and 737 - 7 aircraft boeing / customer meeting in dallas on february 27, 2020 where a draft delivery schedule was shared by boeing titled โ swa delivery scenario con 2 - 26 - 20 โ ( โ delivery scenario โ ) 2 | 77 |
purchase-agreements | exhibit 2. 1 execution version unit purchase agreement among michael w. goldman, edmund n. durden, frederick o. porter, f. staunton harkins, iii, marion w. peebles, jason m. leibowitz, graham k. hunt, kudu investment fund partners i, lp, westend advisors, llc, seller representative and victory capital holdings, inc. dated november 4, 2021 table of contents page 1. purchase and sale of units. 2 1. 1. purchase and sale of units. 2 1. 1 sale, issuance, and redemption of units2 1. 1 1. 1 sale, issuance, and redemption of units2 1. 2 closing date payments5 1. 2 1. 2 closing date payments5 1. 3 closing6 1. 3 1. 3 closing6 1. 4 post - closing adjustment6 1. 4 1. 4 post - closing adjustment6 1. 5 earnout8 1. 5 1. 5 earnout8 1. 6 withholding16 1. 6 1. 6 withholding16 1. 7 use of proceeds ; intended tax treatment17 1. 7 1. 7 use of proceeds ; intended tax treatment17 2. representations and warranties regarding the company17 2. 2. representations and warranties regarding the company17 2. 1 organization, good standing and qualification17 2. 1 2. 1 organization, good standing and qualification17 2. 2 authorization17 2. 2 2. 2 authorization17 2. 3 subsidiaries17 2. 3 2. 3 subsidiaries17 2. 4 valid issuance of units17 2. 4 2. 4 valid issuance of units17 2. 5 noncontravention ; governmental consents18 2. 5 2. 5 noncontravention ; governmental consents18 2. 6 offering18 2. 6 2. 6 offering18 2. 7 litigation18 2. 7 2. 7 litigation18 2. 8 compliance with law18 2. 8 2. 8 compliance with law18 2. 9 financial statements18 2. 9 2. 9 financial statements18 2. 10 changes19 2. 10 2. 10 changes19 2. 11 tax returns, payments and elections21 2. 11 2. 11 tax returns, payments and elections21 2. 12 material contracts22 2. 12 2. 12 material contracts22 2. 13 permits ; licenses24 2. 13 2. 13 permits ; licenses24 2. 14 registration rights24 2. 14 2 | 78 |
purchase-agreements | execution copy membership interest purchase agreement by and among shiloh die cast llc, as buyer, and all of the equity owners of albany - chicago company llc, as the sellers dated as of december 28, 2012 9308172 58 9308172 ii exhibits exhibit a calculation of net working capital exhibit b estimated purchase price calculation exhibit c closing statement exhibit d estimated closing balance sheet exhibit e allocation of purchase price schedules schedule 1. 01 sellers ; pro rata share schedule 2. 03 ( c ) ( ii ) transaction expenses schedule 2. 03 ( d ) debt schedule 3. 01 subsidiaries ; foreign qualification schedule 3. 02 capitalization schedule 3. 03 no conflict ; required filings and consents schedule 3. 05 undisclosed liabilities schedule 3. 06 compliance ; permits schedule 3. 07 absence of certain changes or events schedule 3. 08 litigation and proceedings schedule 3. 9 real property schedule 3. 10 material contracts schedule 3. 11 employee benefit plans schedule 3. 12 title to assets ; sufficiency of assets schedule 3. 13 compliance with environmental laws schedule 3. 14 taxes schedule 3. 15 insurance schedule 3. 16 related party transactions schedule 3. 17 labor and employee matters schedule 3. 18 inventory schedule 3. 19 brokers schedule 3. 20 intellectual property schedule 3. 21 major customers and suppliers schedule 3. 22 accounts receivable schedule 3. 23 bank accounts schedule 3. 24 accounting records schedule 3. 25 software schedule 3. 26 tooling schedule 3. 27 warranty schedule 3. 28 work in progress schedule 7. 06 ( b ) customer tooling deposits 9308172 59 membership interest purchase agreement this membership interest purchase agreement ( the " agreement " ), dated effective as of december 28, 2012, is by and among shiloh die cast llc, an ohio limited liability company ( " buyer " ), and michael w. altschaefl, jay s. jensen, mwa investments, inc., altschaefl 2008 irrevocable trust, mary k. altschaefl and michael t. pepke ( each a " seller " and collectively, " sellers " ). certain capitalized terms used herein but not otherwise defined shall have the meanings set forth in section 1. 01. recitals a. sellers are the owners ( beneficially and of record ) of all of the issued and outstanding limited liability company membership interests in albany - chicago company llc, a wisconsin limited liability company ( the " company " ), in the amounts and | 79 |
purchase-agreements | exhibit 10. 10. 14 * certain confidential information contained in this agreement has been omitted because it ( i ) is not material and ( ii ) would be competitively harmful if publicly disclosed. september 10, 2020 via fedex and e - mail mesa airlines, inc. 410 n. 44th street suite 700 phoenix, az 85008 attention : president & general counsel re : first amendment ( this " amendment " ) to the capacity purchase agreement ladies and gentlemen : as you are aware, mesa airlines, inc. ( " contractor " ), mesa air group, inc. ( " parent " ) and united airlines, inc. ( " united " and, together with contractor and parent, the " parties " ), are each a party to that certain amended and restated capacity purchase agreement dated as of november 26, 2019 ( the " cpa " ). capitalized terms not defined herein shall be defined as provided in the cpa. section 1. certain amendments. 1. 1section 2. 1 ( c ) - flight schedules. effective april i, 2020, the second sentence of section 2. 1 ( c ) of the cpa is amended and restated in its entirety as follows : " united shall also be entitled, in its sole discretion and at any time prior to takeoff, to direct contractor to delay or cancel a scheduled flight, including without limitation for delays and cancellations that are atc or weather related, and contractor shall take all necessary action to give effect to any such direction ; provided that, other than with respect to any calendar month during the interim period, if united, following delivery of a final monthly schedule for such calendar month, directs the cancellation of flights ( each, a " united directed cancelled flight " and collectively, the " united directed cancelled flights " ) and that flight cancellation is coded in united's systems as a united initiated cancel then united shall pay contractor in accordance with the rates set forth in schedule 2a or 28, as applicable, for each united cancelled flight, as if each such united cancelled flight had been operated as contemplated in the final monthly schedule as the sole compensation for such flight. " i. 2section 2. 1 ( c ) - flight schedules. effective april i, 2020, the eighth sentence of section 2. 1 ( c ) of the cpa is amended to add the following proviso to such sentence : [ * * * ] 1. 3section 2. 1cf ) - interim period communication. the cp | 80 |
purchase-agreements | 1. please complete the investor questionnaire attached hereto as exhibit a. 2. please review the risk factors attached hereto as exhibit b. 3. execute this subscription agreement on page 12 ( which includes an omnibus signature page to the registration rights agreement, attached hereto as exhibit c ). 4. please complete the selling stockholder questionnaire attached to the registration rights agreement. 5. if you are a corporation, partnership or other entity and ( a ) you have not previously filed form 4c with the tsx venture exchange, or ( b ) you have previously filed form 4c but there has been a change in the information disclosed in that form, complete and sign the form 4c attached hereto as exhibit d. 6. include a check or wire in the amount of the investment ( us dollars ) as follows : a. checks should be made payable to : security devices international inc. and sent overnight or by registered mail to the corporate address listed below in wakefield, ma. b. wires should be sent to : td bank, n. a. wilmington, delawareaba # 031101266 account : 8253167180 for international wires ( also include ) : swift bic : nrthus33xxx * all incoming foreign currency wires need to be routed to the company through its toronto office under the bic : tdomcatttor c. reference : subscription for sdi units in the memo section of your check or wire. 7. please forward your executed subscription agreement to the agent : j. streicher capital, llc 300 park avenue, 14th floor new york, ny 10022 attention : tanner wickham please feel free to call us with any questions at # # # - # # # - # # # #. questions should be directed to bryan ganz, executive chairman, or dean thrasher, ceo. security devices international inc. 107 audubon road, bldg 2, suite 201 wakefield, ma, united states 01880 attn : bryan ganz a. offering amount and purchase price. the company proposes to raise up to usd $ 4, 500, 000 ( the โ offering โ ) from the sale of units ( the โ units โ ) at a price of usd $ 0. 106 per unit ( the โ purchase price โ ) on a โ best - efforts โ basis. all funds from investors will be delivered directly to the company, without provision for escrow. b. units. | 81 |
purchase-agreements | exhibit 10. 32 certain confidential information contained in this document marked by [ * * * ] has been omitted because it is not material and would likely cause competitive harm to the company if publicly disclosed. exclusive purchase agreement entered into by : agaveros unidos de amatitan, sa. de cv., and intersect beverage, llc. exclusive purchase agreement entered into by and between the business corporation named agaveros unidos de amatitan, s. a. de c. v. represented on this occasion by its sole director and c. e. o. salvador rivera cardona, hereinafter โ the seller โ, and the business corporation named intersect beverage, llc., represented on this occasion by its legal representative stephanie kilkenny, hereinafter โ the buyer โ, according to the following statements and articles : statements i. salvador rivera cardona states that, agaveros unidos de amatitan, sa de cv, is a business corporation duly and legally incorporated under mexican law, as evidenced with a certified copy of the respective title deed instrument and that its corporate purpose includes the processing, production and bottling of tequila, beverages in general especially alcoholic and any other kind as well as the purchase, sale, importation, exportation, consignment, distribution, commission agency and / or outsourcing for third parties as well as the transportation of the above products to anywhere in the mexican republic or abroad, among other activities. ii. salvador rivera cardona states that he has the faculties and powers of a legal representative bestowed by agaveros unidos de amatitan, sa de cv, which has not been cancelled or modified in any way. iii. salvador rivera cardona states that the registered address of agaveros unido s de amatitan, sa de cv is in the plant with no number of rancho miravalle, in the town of amatitan, state of jalisco mexico. iv. salvador rivera cardona states that agaveros unidos de amatitan, sa de cv, has approximately nine hundred hectares of land cultivated or available for cultivating agave for tequila that will be responding the obligations acquired by the seller under this agreement. also states that agaveros unidos de amatitan, sa de cv has its own financial means and the technical and human elements as well as the administrative organization necessary to carry out acts of commerce and in general to perform any | 82 |
purchase-agreements | exhibit 2. 1 execution copy purchase and sale agreement by and between optis up holdings, llc and unwired planet, inc. dated as of 6 april 2016 purchase and sale agreement purchase and sale agreement, dated as of 6 april 2016 ( this โ agreement โ ), by and between optis up holdings, llc, a delaware limited liability company ( the โ purchaser โ ), and unwired planet, inc., a delaware corporation ( the โ seller โ ). capitalized terms used without definition have the respective meanings given to them in section 8. 14. recitals upon the terms and subject to conditions in this agreement, the purchaser desires to purchase and the seller desires to sell all of the outstanding capital stock of unwired planet ip holdings, inc., a delaware corporation ( โ sub 1 โ ), and all of the outstanding membership interests of unwired planet ip manager, llc, a delaware limited liability company ( โ sub 2 โ and together with sub 1, the โ holding companies โ ) ( collectively, the โ transactions โ ). the holding companies own all of the outstanding membership interests of unwired planet, llc, a nevada limited liability company ( โ upllc โ ), and upllc owns all of the outstanding shares of unwired planet international limited, an irish company limited by shares ( โ unwired planet ireland โ and together with sub 1, sub 2 and upllc, the โ unwired planet companies โ ). concurrent with the execution of this agreement, the purchaser delivered to the seller the consent ( the โ ericsson consent โ ) of telefonaktiebolaget l m ericsson ( publ ), a company duly established under the laws of sweden, with registration number 556016 - 0680, having its registered office at se - 164 83 stockholm, sweden ( โ lme โ ), and cluster llc, a delaware limited liability company ( โ e sub โ ), to the transactions. concurrent with the execution of this agreement, the seller delivered to the purchaser the consent ( the โ noteholder consent โ ) of the holders of the seller โ s senior secured notes due 2019 under the terms of the seller โ s indenture, dated june 28, 2013, as amended by the first supplemental indenture, dated december 23, 2015, to the transactions. concurrent with the execution of and delivery of this agreement, and as a condition and inducement to | 83 |
purchase-agreements | exhibit b to confidential offering memorandum subscription documents eastside distilling, inc. offering of up to $ 2, 025, 000 of units consisting of one share of common stock and one - half of one warrant ( 450, 000 units ) contents instructions for subscription section a : general instructions - wiring and check instructions section b : subscription agreement section c : confidential purchaser questionnaire section a : general instructions - wiring and check instructions section a : general instructions - wiring and check instructions section b : subscription agreement section b : subscription agreement section c : confidential purchaser questionnaire section c : confidential purchaser questionnaire section a instructions for subscription for units each subscriber for units offered must do the following : 1. complete, sign and deliver the subscription agreement ( section b ) included in this subscription booklet. 2. complete, sign and deliver the confidential purchaser questionnaire ( section c ) included in this subscription booklet. 3. deliver payment in the amount of $ 4. 50 per unit subscribed for in accordance with the wire transfer and check instructions as indicated in the subscription agreement ( section b ). 4. all subscriptions from partnerships, corporations, trusts, or limited liability companies must be accompanied by resolutions of the appropriate corporate authority ( board of directors, trustee or managing partners or members ) and trust documents evidencing the authorization and power to make the subscription. delivery of the completed subscription documents described above and check ( if applicable ) should be delivered directly to the company at the following address : 1. complete, sign and deliver the subscription agreement ( section b ) included in this subscription booklet. 1. complete, sign and deliver the subscription agreement ( section b ) included in this subscription booklet. 2. complete, sign and deliver the confidential purchaser questionnaire ( section c ) included in this subscription booklet. 2. complete, sign and deliver the confidential purchaser questionnaire ( section c ) included in this subscription booklet. 3. deliver payment in the amount of $ 4. 50 per unit subscribed for in accordance with the wire transfer and check instructions as indicated in the subscription agreement ( section b ). 3. deliver payment in the amount of $ 4. 50 per unit subscribed for in accordance with the wire transfer and check instructions as indicated in the subscription agreement ( section b ). 4. all subscriptions from partnerships, corporations, trusts, or limited liability companies must be accompanied by resolutions of the appropriate corporate authority ( board of directors, trustee or managing | 84 |
purchase-agreements | dated 6 july 2021the institutional sellersthe management sellersaxalta coating systems uk holding limitedandaxalta coating systems ltd. sale and purchase agreementrelating to u - pol holdings limited dated 6 july 2021the institutional sellersthe management sellersaxalta coating systems uk holding limitedandaxalta coating systems ltd. sale and purchase agreementrelating to u - pol holdings limited dated 6 july 2021 the institutional sellersthe management sellersaxalta coating systems uk holding limitedandaxalta coating systems ltd. sale and purchase agreementrelating to u - pol holdings limited the institutional sellers the management sellers axalta coating systems uk holding limited and axalta coating systems ltd. sale and purchase agreement relating to u - pol holdings limited active / 110746680. 7 active / 110746680. 7 active / 110746680. 7 active / 110746680. 7 active / 110746680. 7 active / 110746680. 7 table of contents 1. definitions and interpretation12. sale and purchase of shares153. consideration154. condition165. position pending completion186. pre - completion obligations187. completion208. locked box219. sellers โ warranties2210. buyer โ s warranties and undertakings2311. guarantor โ s warranties2312. tax covenant2313. restrictive covenants2314. restrictions on the institutional sellers2415. buyer guarantee2516. announcements and confidentiality2617. post - completion arrangements2818. withholding tax and grossing - up2919. assignment2920. costs and expenses3021. variations and waivers3022. severance3123. remedies3124. several liability3125. entire agreement3126. further assurance3227. third party rights3228. notices3229. inconsistency3430. counterparts3431. governing language3532. governing law and jurisdiction35schedule 1 the sellers36part 1 : the institutional sellers36part 2 : the management sellers37schedule 2 the shares38schedule 3 group companies40part 1 : the company40part 2 : the subsidiaries41schedule 4 completion obligations53part 1 : obligations of the sellers53part 2 : obligations of the buyer55schedule 5 warranties56part 1 : title warranties56part 2 : business warranties57part 3 : | 85 |
purchase-agreements | exhibit 10. 1 dated 23 november 2018 ge healthcare limited and q biomed, inc asset sale agreement this asset sale agreement ( the " agreement " ) is dated 23 november 2018 parties ( 1 ) ge healthcare limited incorporated and registered in england and wales with company number 01002610 whose registered office is at amersham place, little chalfont, buckinghamshire, hp7 9na ( the โ seller โ ). ( 1 ) ge healthcare limited incorporated and registered in england and wales with company number 01002610 whose registered office is at amersham place, little chalfont, buckinghamshire, hp7 9na ( the โ seller โ ). ( 1 ) ge healthcare limited incorporated and registered in england and wales with company number 01002610 whose registered office is at amersham place, little chalfont, buckinghamshire, hp7 9na ( the โ seller โ ). ( 2 ) q biomed, inc incorporated in the state of nevada whose registered office is at 366 madison ave, 3rd floor, 10022, new york, ny ( the โ buyer โ ). ( 2 ) q biomed, inc incorporated in the state of nevada whose registered office is at 366 madison ave, 3rd floor, 10022, new york, ny ( the โ buyer โ ). ( 2 ) q biomed, inc incorporated in the state of nevada whose registered office is at 366 madison ave, 3rd floor, 10022, new york, ny ( the โ buyer โ ). seller and buyer are referred to herein individually as a โ party โ and collectively as the โ parties โ. recitals a. the seller is engaged in the manufacture and sale of metastronยฎ, a strontium - 89 chloride for injection, and owns all rigths related to this product. the buyer is interested in acquiring all such product - related rights from the seller. a. the seller is engaged in the manufacture and sale of metastronยฎ, a strontium - 89 chloride for injection, and owns all rigths related to this product. the buyer is interested in acquiring all such product - related rights from the seller. a. the seller is engaged in the manufacture and sale of metastronยฎ, a strontium - 89 chloride for injection, and owns all rigths related to this product. the buyer is interested in acquiring all such product - related rights from the seller. b. the seller has agreed to sell and the buyer has | 86 |
purchase-agreements | exhibit 10. 1 sale and purchase agreement this agreement is entered into with effect from the effective date ( as defined in the schedule 1 ) between the vendor ( as defined in the schedule 1 ), as seller, the purchaser ( as defined in the schedule 1 ), as buyer, and the fee earner ( as defined in the schedule 1 ) ( the โ agreement โ ). whereas : ( a ) the vendor legally and beneficially owns the collectible ( as defined in the schedule 1 ) and intends to enter into this agreement, and wishes to sell, transfer and vest all of its legal and beneficial ownership in the collectible to the purchaser ( the โ transfer โ ), and the purchaser wishes to purchase the collectible and to receive and accept such legal and beneficial ownership in the collectible. ( a ) the vendor legally and beneficially owns the collectible ( as defined in the schedule 1 ) and intends to enter into this agreement, and wishes to sell, transfer and vest all of its legal and beneficial ownership in the collectible to the purchaser ( the โ transfer โ ), and the purchaser wishes to purchase the collectible and to receive and accept such legal and beneficial ownership in the collectible. ( a ) ( a ) the vendor legally and beneficially owns the collectible ( as defined in the schedule 1 ) and intends to enter into this agreement, and wishes to sell, transfer and vest all of its legal and beneficial ownership in the collectible to the purchaser ( the โ transfer โ ), and the purchaser wishes to purchase the collectible and to receive and accept such legal and beneficial ownership in the collectible. the vendor legally and beneficially owns the collectible ( as defined in the schedule 1 ) and intends to enter into this agreement, and wishes to sell, transfer and vest all of its legal and beneficial ownership in the collectible to the purchaser ( the โ transfer โ ), and the purchaser wishes to purchase the collectible and to receive and accept such legal and beneficial ownership in the collectible. it is agreed as follows : 1. in this agreement, unless the context otherwise requires, words denoting the singular number only shall include the plural and vice versa. save as otherwise indicated, references to " clauses " and the " schedule 1 " are to be construed as references to clauses of, and the schedule 1 to, this agreement. words importing the masculine gender, feminine gender or neuter shall | 87 |
purchase-agreements | exhibit 10. 1 fourth addendum to asset purchase agreement this fourth addendum to asset purchase agreement ( โ fourth addendum โ ) is effective as on the date the parties have fully signed the fourth addendum ( โ effective date of the fourth addendum โ ) and memorializes an agreement reached between pharmacyte biotech, inc., formerly nuvilex, inc. ( โ licensee โ ), and sg austria pte. ltd. ( โ licensor โ ) on 30 august 2017, as amended, relating to the asset purchase agreement between the parties dated as of the 26th day of may 2011 ( โ asset purchase agreement โ ), as amended by the asset purchase agreement addendum dated as of june 11, 2011, the asset purchase agreement addendum number 2 dated as of june 14, 2012, the december 3, 2012 extension letter from sg austria, the third addendum to asset purchase agreement dated as of june 25, 2013 ( โ third addendum โ ) and the clarification agreement to third addendum to asset purchase agreement dated as of june 25, 2013 ( โ clarification agreement โ ). licensee and licensor are referred to in this fourth addendum individually as a โ party โ and collectively as the โ parties. โ defined terms in the asset purchase agreement, third addendum and clarification agreement ( collectively, โ agreements โ ) have the same meaning in this fourth addendum as they do in the agreements. recitals a. the parties entered into the licensing agreement to, among other things, provide licensee with an exclusive worldwide license to use the cell - in - a - boxยฎ trademark and its associated technology with genetically modified hek293 cells overexpressing the cytochrome p450 2b1 gene specifically designed for the treatment of cancer to conduct research, to use in preclinical studies and clinical trials, to obtain marketing approval and to market and sell products and treatments utilizing the cell - in - a - boxยฎ trademark and its associated technology world - wide ; a. the parties entered into the licensing agreement to, among other things, provide licensee with an exclusive worldwide license to use the cell - in - a - boxยฎ trademark and its associated technology with genetically modified hek293 cells overexpressing the cytochrome p450 2b1 gene specifically designed for the treatment of cancer to conduct research, to use in | 88 |
purchase-agreements | if to the company : anavex life sciences corp. address for notice : c / o rf lafferty & co, inc. 80 broad street 26th floor new york, ny 10004 telephone : # # # - # # # - # # # # facsimile : 917 # # # - # # # - # # # # attention : tom skarpelos with a copy to : clark wilson llp 900 โ 885 west georgia street vancouver, bc, canada v6c 3h1 telephone : # # # - # # # - # # # # facsimile : 604 # # # - # # # - # # # # attention : bernard pinsky with a copy to : rf lafferty & co, inc. attention to rob hackel, cco 80 broad street 26th floor new york, new york 10004 telephone : # # # - # # # - # # # # facsimile : 917 # # # - # # # - # # # # if to the investor : lincoln park capital fund, llc 440 north wells, suite 410 chicago, il 60654 telephone : 312 # # # - # # # - # # # # facsimile : 312 # # # - # # # - # # # # attention : josh scheinfeld / jonathan cope if to the transfer agent : nevada agency and transfer company 50 west liberty street, suite 880 reno, nevada 89501 telephone : # # # - # # # - # # # # facsimile : # # # - # # # - # # # # attention : tiffany erickson the company : anavex life sciences corp. by : / s / christopher missling name : christopher missling title : ceo & president investor : lincoln park capital fund, llc by : lincoln park capital, llc by : alex noah investors, inc. by : / s / jonathan cope name : jonathan cope title : president schedule 4 ( a ) subsidiaries schedule 4 ( c ) capitalization schedule 4 ( e ) conflicts schedule 4 ( f ) exchange act filings schedule 4 ( g ) material changes schedule 4 ( h ) litigation schedule 4 ( k ) intellectual property schedule 4 ( w ) broker dealer exhibit a form of company counsel opinion exhibit b form of officer โ s certificate exhibit c form of resolutions of board of directors of the company exhibit d form of secretary โ s certificate exhibit e form of letter to transfer agent | 89 |
purchase-agreements | exhibit 4. 2 affiliated managers group, inc. and the bank of new york, as purchase contract agent purchase contract agreement dated as of february 12, 2004 table of contents page article i definitions and other provisions of general application section 1. 1. definitions. 1 section 1. 2. compliance certificates and opinions. 11 section 1. 3. form of documents delivered to agent. 12 section 1. 4. acts of holders ; record dates. 12 section 1. 5. notices. 14 section 1. 6. notice to holders ; waiver. 14 section 1. 7. effect of headings and table of contents. 15 section 1. 8. successors and assigns. 15 section 1. 9. separability clause. 15 section 1. 10. benefits of agreement. 15 section 1. 11. governing law. 15 section 1. 12. legal holidays. 15 section 1. 13. counterparts. 16 section 1. 14. inspection of agreement. 16 article ii certificate forms section 2. 1. forms of certificates generally. 16 section 2. 2. form of agent โ s certificate of authentication. 17 article iii the securities section 3. 1. title and terms ; denominations. 17 section 3. 2. rights and obligations evidenced by the certificates. 17 section 3. 3. execution, authentication, delivery and dating. 18 section 3. 4. temporary certificates. 19 section 3. 5. registration ; registration of transfer and exchange. 19 section 3. 6. certificated prides. 20 section 3. 7. notices to holders. 21 section 3. 8. mutilated, destroyed, lost and stolen certificates. 21 section 3. 9. persons deemed owners. 22 section 3. 10. cancellation. 22 section 3. 11. establishment of growth prides. 22 section 3. 12. reestablishment of income prides. 24 section 3. 13. transfer of collateral upon occurrence of termination event. 25 section 3. 14. cusip numbers. 26 article iv the senior notes i section 4. 1. interest and other payments ; rights to payments preserved ; interest rate reset ; notice. 26 section 4. 2. notice and voting. 27 section 4. 3. tax event redemption. 28 section 4. 4. consent to treatment for tax purposes. 28 article v the purchase contracts section 5. 1. purchase of common stock. 29 section 5. 2. contract adjustment payments. 30 section 5. 3. initial remarketing. 31 section 5 | 90 |
purchase-agreements | exhibit 10. 8 addendum to the asset purchase agreement between ferrara international logistics, inc. and janel world trade, ltd. dated may 19, 2008 for good and valuable consideration, the receipt of which is hereby acknowledged, ferrara international logistics, inc. and janel world trade, ltd. mutually agree that the term " customs brokerage business, " as used in the asset purchase agreement between ferrara international logistics, inc. and janel world trade, ltd. dated may 19, 2008, includes the following elements, and their respective revenue streams : surety bond charges ; overnight courier / messenger revenue ; aqi / usda examination ; documentation / handling revenue, ( estimated at $ 30. 00 per transaction ) ; rlf transactions ; and estimated trucking ( local cartage, inland haulage ) ; these elements and their respective revenue streams have been sold to and purchased by janel world trade, ltd. pursuant to the terms and conditions of the asset purchase agreement. july 18, 2008 janel world trade, ltd. ferrara international logistics, inc. by : / s / james n jannello by : / s / nick ferrara james n. jannello, ceo nick ferrara, ceo | 91 |
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