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Business Purchase Agreement
Business Purchase Agreement (152K)
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Confidential
BUSINESS PURCHASE AGREEMENT
(SANTA MONICA)
THIS BUSINESS PURCHASE AGREEMENT (together with the exhibits and schedules hereto, this �Agreement�) is entered into as of December 21, 2006 (the �Effective Date�), by and between DAVID G. PRICE, a resident of the State of California, individually and as trustee for the David G. Price 2006 Family Trust dated January 13, 2006 (�Seller 1�), DALLAS P. PRICE-VAN BREDA, a resident of the State of California, individually and as trustee for the Dallas Price-Van Breda 2006 Family Trust dated May 3, 2006 (�Seller 2� and together with . . .
2721079
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Business Purchase Agreement
Business Purchase Agreement (152K)
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Confidential
BUSINESS PURCHASE AGREEMENT
(SANTA MONICA)
THIS BUSINESS PURCHASE AGREEMENT (together with the exhibits and schedules hereto, this �Agreement�) is entered into as of December 21, 2006 (the �Effective Date�), by and between DAVID G. PRICE, a resident of the State of California, individually and as trustee for the David G. Price 2006 Family Trust dated January 13, 2006 (�Seller 1�), DALLAS P. PRICE-VAN BREDA, a resident of the State of California, individually and as trustee for the Dallas Price-Van Breda 2006 Family Trust dated May 3, 2006 (�Seller 2� and together with . . .
2721090
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Business Purchase Agreement
Business Purchase Agreement (145K)
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BUSINESS PURCHASE AGREEMENT
dated as of May 7, 2007
between
PAS TECHNOLOGIES INC. (Parent)
PAS TURBINES IRELAND LIMITED (in the process of incorporation) (Buyer)
SIFCO INDUSTRIES, INC. (Shareholder)
and
SIFCO TURBINE COMPONENTS LIMITED (Company)
TABLE OF CONTENTS
P age
ARTICLE 1 Definitions
1
Section 1.01. Definitions
1
Section 1.02. Other Definitional . . .
2970391
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SIFCO Industries
As referenced in this Business Purchase Agreement:
SIFCO INDUSTRIES, INC – EX-10.19
Exhibit 10.19
BUSINESS PURCHASE AGREEMENT
dated as of May 7, 2007
between
PAS TECHNOLOGIES INC.
(Parent)
PAS TURBINES IRELAND LIMITED
(in the process of incorporation)
(Buyer)
SIFCO INDUSTRIES, INC .
(Shareholder)
and
SIFCO TURBINE COMPONENTS LIMITED
(Company)
TABLE OF CONTENTS
Page
ARTICLE 1 Definitions
1
Section 1.01. Definitions
1
Section 1.02. Other Definitional and Interpretative Provisions
9
_____________
SIFCO Industries Inc – PAS Technologies Inc., a Delaware corporation (?Parent?), PAS Turbines Ireland Limited, an Irish corporation in the process of incorporation and intended to be a wholly-owned subsidiary of Parent (?Buyer?), SIFCO Industries Inc ., an Ohio corporation (?Shareholder?) and SIFCO Turbine Components Limited, an Irish corporation and a wholly-owned subsidiary of Shareholder (?Company?).
W I T N E S S E T _____________
SIFCO Industries, Inc – requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given,
if to the Company, to:
SIFCO Turbine Components Limited
c/o SIFCO Industries, Inc .
970 East 64th Street
Cleveland, Ohio 44103-1654
Attn: Chief Financial Officer
Facsimile No.: 011-353-21-428-7301
with a copy to:
Arthur Cox Solicitors
Earlsfort Centre,
39
_____________
SIFCO Industries, Inc – 353-21-428-7301
with a copy to:
Arthur Cox Solicitors
Earlsfort Centre,
39
Earlsfort Terrace,
Dublin 2
Attn: Raymond Hurley
Facsimile No.: (353) 1-6180712
if to Shareholder, to:
SIFCO Industries, Inc .
970 East 64th Street
Cleveland, Ohio 44103-1654
Attn: Chief Financial Officer
Facsimile No.: (216) 432-6281
with a copy to:
Squire, Sanders & Dempsey L.L.P
4900 _____________
SIFCO INDUSTRIES, INC – made.
42
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
?SHAREHOLDER?
SIFCO INDUSTRIES, INC .
An Ohio Corporation
By:
/s/ Frank Cappello
Name:
Frank Cappello
Title:
V.P. Finance & CFO
?COMPANY?
SIFCO TURBINE COMPONENTS LIMITED
An Irish Corporation
By:
/s/ Jeffrey P. Gotschall
_____________
dt 1792504
| |
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Business Purchase Agreement
Business Purchase Agreement (111K)
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BUSINESS PURCHASE AGREEMENT
between
Enesco Limited
Dartington Crystal (Torrington) Limited
Date: 28 April 2006
DUNDAS & WILSON CS LLP
Saltire Court
20 Castle Terrace
Edinburgh EH1 2EN
Tel 0131 228 8000
Fax 0131 228 8888
Legal Post: LP2 Edinburgh 6
1
INDEX
CLAUSE
1.
Definitions and Interpretation
2.
Sale and Purchase of the Business and Assets
3.
Consideration
. . .
1587134
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BofA
As referenced in this Business Purchase Agreement:
Bank of America, N.A. – an authorised committee
of that board) authorising the execution and completion of this Agreement.
2.
Release of security by bank(s)
A copy of a partial deed of release from Bank of America, N.A. in respect of the debenture
dated 8 September 2005 as varied on 14 November 2005 (the Debenture) releasing the
Business and Assets from the Debenture.
3.
National _____________
dt 1556187
;
|
Barclays Bank
As referenced in this Business Purchase Agreement:
Barclays Bank plc, – each sum payable pursuant to Clause 3.2.2 of this
Agreement (by way of transfer by the Purchaser of the relevant sum into the Sellers
account with Barclays Bank plc, 33 English Street, Carlisle, Cumbria CA3 8GF; account name:
Enesco Limited; account number: [account number omitted], risk in and title to Further
Stock of a value (as _____________
dt 1403173
|
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Business Purchase Agreement
Business Purchase Agreement (188K)
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BUSINESS PURCHASE AGREEMENT
BY AND BETWEEN
PHIBRO ANIMAL HEALTH SA AS THE SELLER,
AND
GLAXOSMITHKLINE BIOLOGICALS SA AS THE PURCHASER
DATED AND ENTERED INTO ON THIS THE 16 DAY OF DECEMBER, 2004
1
SIGNATURE VERSION
BUSINESS PURCHASE AGREEMENT
THIS BUSINESS PURCHASE AGREEMENT (this �Agreement�) is dated and entered into as of this sixteenth day of December 2004 (the �Effective Date�), by and between PHIBRO ANIMAL HEALTH SA, a societe anonyme organized under the laws of Belgium with its principal offices at . . .
1742345
|
Pfizer
As referenced in this Business Purchase Agreement:
Pfizer Inc – any other provision of this Agreement to the contrary, but subject to Section 2.2.(c) below and to the terms of the Letter Agreement dated September 28, 2000 between Pfizer Inc ., Pfizer Animal Heath S.A, Philipp Brothers Chemicals, Inc. SmithKline Beecham plc and SmithKline Beecham Biologicals S.A., a copy of which is attached hereto as Exhibit D, other _____________
Pfizer, Inc – Assets are bound, or result in the creation or imposition of any Encumbrance upon any of the Acquired Assets (in particular the Asset Purchase Agreement dated 28 September 2000 between Pfizer, Inc . and Philipp Brothers Chemicals, Inc. (predecessor of Phibro Animal Health Corporation) does not contain any obligation that would affect the Acquired Assets); or (iii) violate or conflict with any _____________
Pfizer
Inc – Finance & Management Services
35
TABLE OF CONTENT
EXHIBITS
Exhibit A
Acquired Assets
Exhibit B
Excluded Assets
Exhibit C
Site Plan
Exhibit D
Letter Agreement dated September 28, 2000 between Pfizer
Inc ., Pfizer Animal Health S.A, Philipp Brothers Chemicals,
Inc. SmithKline Beecham plc and SmithKline Beecham
Biologicals S.A
Exhibit E
List of Buildings Purchaser intends to clean-up
Exhibit _____________
PFIZER INC – m high)
d.
5 storage cabinets (1 m high)
e.
1 table & 7 chairs
40
EXHIBIT C
SITE PLAN
41
EXHIBIT D
LETTER AGREEMENT DATED SEPTEMBER 28, 2000 BETWEEN PFIZER INC ., PFIZER ANIMAL
HEATH S.A, PHILIPP BROTHERS CHEMICALS, INC. SMITHKLINE BEECHAM PLC AND
SMITHKLINE BEECHAM BIOLOGICALS S.A
42
[On Pfizer Inc. Letterhead]
September 28, 2000
Phillip Brothers Chemicals, _____________
Pfizer Inc – D
LETTER AGREEMENT DATED SEPTEMBER 28, 2000 BETWEEN PFIZER INC., PFIZER ANIMAL
HEATH S.A, PHILIPP BROTHERS CHEMICALS, INC. SMITHKLINE BEECHAM PLC AND
SMITHKLINE BEECHAM BIOLOGICALS S.A
42
[On Pfizer Inc . Letterhead]
September 28, 2000
Phillip Brothers Chemicals, Inc.
One Parker Plaza
Fort Lee, New Jersey 07024
Re: Sale of Medicated Feed Additives Products
Gentlemen:
We refer to an Asset _____________
dt 1334628
;
|
Smithkline
As referenced in this Business Purchase Agreement:
SmithKline Beecham plc – to Section 2.2.(c) below and to the terms of the Letter Agreement dated September 28, 2000 between Pfizer Inc., Pfizer Animal Heath S.A, Philipp Brothers Chemicals, Inc. SmithKline Beecham plc and SmithKline Beecham Biologicals S.A., a copy of which is attached hereto as Exhibit D, other than the Assumed Liabilities, the Purchaser shall not assume or be deemed to _____________
SmithKline Beecham plc – Acquired Assets
Exhibit B
Excluded Assets
Exhibit C
Site Plan
Exhibit D
Letter Agreement dated September 28, 2000 between Pfizer
Inc., Pfizer Animal Health S.A, Philipp Brothers Chemicals,
Inc. SmithKline Beecham plc and SmithKline Beecham
Biologicals S.A
Exhibit E
List of Buildings Purchaser intends to clean-up
Exhibit F
TP05 Facilities Decommissioning Process GMS Technological
Processes
Exhibit G
List of Employees
_____________
SMITHKLINE BEECHAM PLC – table & 7 chairs
40
EXHIBIT C
SITE PLAN
41
EXHIBIT D
LETTER AGREEMENT DATED SEPTEMBER 28, 2000 BETWEEN PFIZER INC., PFIZER ANIMAL
HEATH S.A, PHILIPP BROTHERS CHEMICALS, INC. SMITHKLINE BEECHAM PLC AND
SMITHKLINE BEECHAM BIOLOGICALS S.A
42
[On Pfizer Inc. Letterhead]
September 28, 2000
Phillip Brothers Chemicals, Inc.
One Parker Plaza
Fort Lee, New Jersey 07024
Re: Sale of Medicated _____________
SmithKline Beecham plc – letter agreement is being entered into in connection with, and as a condition of PBCIs execution of the APA.
We also refer to a Stock and Asset Purchase Agreement between SmithKline Beecham plc (SB) and Pfizer Inc. dated as of November 23, 1994 (the SAPA), and to the Rixensart Site Agreement between SmithKline Beecham Biologicals S.A. (SBB) and SmithKline Beecham Animal _____________
SmithKline Beecham plc – yours,
Pfizer Inc.
PfizerAnimal Health S.A.
By:
[signature illegible]
By:
[signature illegible]
Title:
Title:
Agreed to and Accepted:
Philipp Brothers Chemicals, Inc.
By:
/s/ Jack C. Bendheim
Title:
President
SmithKline Beecham plc and SmithKline Beecham Biologicals S.A. hereby consent and agree to the foregoing:
SmithKline Beecham plc
SmithKline Beecham Biologicals S.A.
By:
[signature illegible]
By:
/s/ Jean Stephenne
Title:
General _____________
dt 1331106
|
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Business Purchase Agreement
Business Purchase Agreement (93K)
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BUSINESS PURCHASE AGREEMENT
BY AND BETWEEN
PHIBRO ANIMAL HEALTH SA
AS THE SELLER,
AND
GLAXOSMITHKLINE BIOLOGICALS SA
AS THE PURCHASER
DATED AND ENTERED INTO ON THIS THE 16 DAY OF DECEMBER, 2004
================================================================================
1
< . . .
1577042
|
Pfizer
As referenced in this Business Purchase Agreement:
Pfizer Inc – any other provision of this Agreement to the
contrary, but subject to Section 2.2.(c) below and to the terms of the Letter
Agreement dated September 28, 2000 between Pfizer Inc ., Pfizer Animal Heath S.A,
Philipp Brothers Chemicals, Inc. SmithKline Beecham plc and SmithKline Beecham
Biologicals S.A., a copy of which is attached hereto as Exhibit D, other _____________
Pfizer, Inc – Assets are bound, or result in the creation or imposition of any
Encumbrance upon any of the Acquired Assets (in particular the Asset Purchase
Agreement dated 28 September 2000 between Pfizer, Inc . and Philipp Brothers
Chemicals, Inc. (predecessor of Phibro Animal Health Corporation) does not
contain any obligation that would affect the Acquired Assets); or (iii) violate
or conflict with any _____________
dt 1334622
;
|
Smithkline
As referenced in this Business Purchase Agreement:
SmithKline Beecham plc – to Section 2.2.(c) below and to the terms of the Letter
Agreement dated September 28, 2000 between Pfizer Inc., Pfizer Animal Heath S.A,
Philipp Brothers Chemicals, Inc. SmithKline Beecham plc and SmithKline Beecham
Biologicals S.A., a copy of which is attached hereto as Exhibit D, other than
the Assumed Liabilities, the Purchaser shall not assume or be deemed to _____________
dt 1331104
|
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Business Purchase Agreement
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Business Purchase Agreement
Business Purchase Agreement (120K)
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[ASHURT MORRIS CRISP LOGO]
Business Purchase Agreement
Galen Limited
and
Pharmaceutical Development and Manufacturing Services Limited
for the sale and purchase of the UK pharmaceutical products manufacturing business and certain assets of Galen Limited, a subsidiary of Galen Holdings Plc
2 December 2003
{PAGE}
CONTENTS
{TABLE} {CAPTION} CLAUSE PAGE {S} {C} INTERPRETATION...................................... 3 SALE AND PURCHASE................................... 10 CONSIDERATION....................................... 11 COMPLETION.......................................... 11 LIABILITIES......................................... 13 RECEIVABLES......................................... 14 CONTRACTS........................................... 15 STOCK AND INTERMEDIATES............................. 16 PREPAYMENTS BY SELLER AND CUSTOMERS................. 19 EMPLOYEES........................................... 21 FUTURE TRADING AND TRADE ENQUIRIES.................. 22 MHRA LICENCES....................................... 23 VALUE ADDED TAX..................................... 23 WARRANTIES.......................................... 24 PROTECTION OF GOODWILL.............................. 27 ANNOUNCEMENTS, ETC.................................. 29 ASSIGNMENT.......................................... 30 COSTS............................................... 30 ENTIRE AGREEMENT.................................... 30 WAIVER, AMENDMENT................................... 31 FURTHER ASSURANCE & ASSIGNMENT OF LEASES............ 31 NOTICES............................................. 33 COUNTERPARTS........................................ 35 GOVERNING LAW AND JURISDICTION...................... 35 INVALIDITY.......................................... 35 THIRD PARTY RIGHTS.................................. 36
SCHEDULE 1................................................ Allocation of Consideration............................... SCHEDULE 2................................................ Warranties................................................ SCHEDULE 3................................................ Assumed Employees......................................... SCHEDULE 4................................................ Contracts................................................. SCHEDULE 5................................................ Galen Marketing Authorisations............................ SCHEDULE 6................................................ Properties................................................ SCHEDULE 7................................................ IT Equipment and Contracts................................ SCHEDULE 8................................................ Intermediate Valuation Policies and Procedures............ SCHEDULE 9................................................ Hire Purchase Agreements.................................. APPENDIX 1................................................ Lists of IT Equipment..................................... APPENDIX 2................................................ Capital Grants............................................ {/TABLE}
{PAGE}
THIS AGREEMENT is made on 2 December 2003
BETWEEN:
(1) PHARMACEUTICAL DEVELOPMENT AND MANUFACTURING SERVICES LIMITED (No. NI45055) whose registered office is at Almac House, 20 Seagoe Industrial Estate, Craigavon, Northern Ireland BT63 5QD (the "BUYER"); and
(2) GALEN LIMITED (No. NI30077) whose registered office is at Unit 22, Seagoe Industrial Estate, Craigavon, Co Armagh, Northern Ireland BT63 5UA (the "SELLER" or "GALEN").
RECITALS
(A) The Seller carries on the Business (as hereinafter defined) as part of its group and is the beneficial owner, or is otherwise able to procure the transfer, of the Assets (as hereinafter defined).
(B) The Seller has agreed to sell, and the Buyer has agreed to purchase, the Business as a going concern and the Assets on the terms hereinafter set out.
THE PARTIES AGREE AS FOLLOWS:
1. INTERPRETATION
1.1 The following words and expressions shall, unless the context otherwise requires, have the following meanings:
"ACCOUNTS" means the audited financial statements (comprising a balance sheet, profit and loss account, cash flow statement, notes and directors' report and auditors' certificates) of the Seller for the financial period ended on the Accounts Date in the Agreed Form;
"ACCOUNTS DATE" means 30 September 2002;
"AGREED FORM" means, in relation to a document, in the form agreed between the parties on or prior to the date hereof and for the purposes of identification signed on their behalf;
"ASSETS" means all assets, property or rights of the Seller relating to or connected with or belonging to or used in the Business which shall, without limitation include the Goodwill, Intermediates, Books and Records, Contracts, Galen Marketing Authorisations, IT Equipment and Assets, IT Contracts, Business Intellectual Property, Properties, Fixed Plant and Loose Plant together with the assets and rights and the benefit of any claims directly and exclusively relating to the Business, other than the Excluded Assets;
"ASSIGNMENT" means the deed of assignment dated 31 March 2002 between (1) Galen Limited and (2) Atoze Analytical Limited (3) Mairead Heron and others and (4) Galen Holdings plc;
"ASSUMED CREDIT AMOUNT" means the capital payments outstanding as at Completion to be made pursuant to the Hire Purchase Agreements as set out in the Agreed Form document
191253
|
Galen Holdings
As referenced in this Business Purchase Agreement:
Galen Holdings Plc
– Services
Limited
for the sale and purchase of the UK pharmaceutical
products manufacturing business and certain assets of
Galen Limited, a subsidiary of Galen Holdings Plc
2 December 2003
{PAGE}
CONTENTS
{TABLE}
{CAPTION}
CLAUSE PAGE
{S} {C}
INTERPRETATION...................................... 3
SALE AND PURCHASE................................... 10
CONSIDERATION....................................... 11
COMPLETION.......................................... 11
LIABILITIES......................................... _____________
Galen Holdings plc; – deed of assignment dated 31 March 2002 between
(1) Galen Limited and (2) Atoze Analytical Limited (3) Mairead Heron
and others and (4) Galen Holdings plc;
"ASSUMED CREDIT AMOUNT" means the capital payments outstanding as at
Completion to be made pursuant to the Hire Purchase Agreements as set
_____________
Galen Holdings plc – directly and exclusively in the Business attached or fixed to the
Properties occupied by Galen as at the date hereof;
"GALEN HOLDINGS" means Galen Holdings plc (registered number NI25836),
whose registered office is at Unit 22, Seagoe Industrial Estate,
Craigavon, Northern Ireland BT63 5UA;
"GALEN LEASE" means the _____________
dt 205879
;
Genzyme
As referenced in this Business Purchase Agreement:
Genzyme Corp – Seller and Renegal LLC and (ii) the
Manufacturing and Supply Agreement dated 15 June 2001 between Galen
Limited (1) Renagel LLC (2) and Genzyme Corp oration (3) and those
agreements entered into pursuant to the same, including any variation
thereof;
"GENZYME SIDE LETTER" means the letter from the _____________
dt 204619
;
Schering-Plough
As referenced in this Business Purchase Agreement:
Schering-Plough Limited; – the equipment and tools set out in Appendix 2 of the
manufacturing and supply agreement, dated 1 June 202 between
the Seller and Schering-Plough Limited;
(l) finished goods comprising stock of the Business held at the
Properties or elsewhere as at Completion; and
(m) the Retained IT _____________
dt 312432
;
| Galen Limited;
Pharmaceutical Development and Manufacturing Services Limited
|
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Business Purchase Agreement
Business Purchase Agreement (92K)
Doc #191255: Click preview link for longer preview.
THIS AGREEMENT is made the day of 2003
BETWEEN:
(1) ORCHID BIOSCIENCES EUROPE LIMITED a company registered in England and Wales under registration number 4045527 the registered office of which is at 22 Blacklands Way, Abingdon Business Park, Abingdon, Oxfordshire OX14 1DY (the Seller); and
(2) TEPNEL DIAGNOSTICS LIMITED a company registered in England and Wales under registration number 41660049 the registered office of which is at Heron House, Oaks Business Park, Crewe Road, Wythenshawe, Manchester, M23 9HZ (the Purchaser);
(3) ORCHID BIOSCIENCES, INC a corporation registered in the State of Delaware the principal place of business of which is at 4390 U.S. Route One, Princeton, NJ 08540, U.S.A. (Orchid); and
(4) TEPNEL LIFE SCIENCES PLC a company registered in England and Wales under registration number 2722343 the registered office of which is at Heron House, Oaks Business Park, Crewe Road, Wythenshawe, Manchester M23 9HZ (Tepnel).
RECITALS
(A) The Seller carries on the Diagnostics Business (as defined below).
(B) The Seller wishes to sell and the Purchaser wishes to purchase the goodwill and the assets of the Diagnostics Business with a view to carrying on the Diagnostics Business as a going concern in succession to the Seller on the terms and subject to the conditions set out in this Agreement.
(C) Orchid also wishes to sell and Tepnel wishes to purchase, via its U.S. registered subsidiaries, Tepnel Lifecodes Corporation and Tepnel North America Corporation, the business of providing products and services for genetic diagnostic testing carried on by Orchid in the US (the US Business). The sale of the US Business is the subject of a separate agreement (the US Business Sale Agreement) to be completed simultaneously with this Agreement.
OPERATIVE PROVISIONS
1. Definitions and interpretation
1.1 In this Agreement:
Accounts Date means 31 December 2002;
Accounts Payable means the aggregate amount owing by the Seller in connection with the Diagnostics Business to any creditors at the Effective Time, being those of
1
the Exchange Accounts Payable which have not been discharged by the Effective Time together with the Closing Accounts Payable;
Accounts Receivable means:
(i) any debts or other sums due or payable to the Seller in connection with the Diagnostics Business at the Effective Time;
(ii) any debts or other sums due or payable to the Seller after the Effective Time in connection with goods supplied or services performed in connection with the Diagnostics Business prior to the Effective Time;
(iii) any interest payable on those debts or other sums; and
(iv) the benefit of all securities, guarantees, indemnities and rights relating to those debts or other sums,
but specifically excluding any sums due or which may become due from DKMS;
Act means the Companies Act 1985, as amended;
Admission means admission of the Placing Shares to trading on AIM in accordance with Rule 6 of the AIM Rules;
Admission Condition means the Condition in clause 5.1;
Agreed Form means, in relation to any document, the form of that document which has been agreed and initialled by or on behalf of the parties for the purpose of identification immediately prior to the signing of this Agreement;
AIM means the Alternative Investment Market of the London Stock Exchange;
AIM Rules means the rules for AIM companies and their nominated advisers issued by the London Stock Exchange from time to time;
ARMS Licence means the licence dated 12 February 2001 between Astra Zeneca UK Limited and the Seller;
Assets means the several assets to be sold by the Seller to the Purchaser under this Agreement and described in Clause 2.1;
Business Day a day on which clearing banks are open for business in New York;
Business Intellectual Property means the Intellectual Property owned or possessed by the Seller and which is used exclusively in the Diagnostics Business including the registered patents and trade marks listed in Part 1 of Schedule 7 and the other rights listed in Parts 2, 3 and 4 of Schedule 7;
191255
|
Astrazeneca UK
As referenced in this Business Purchase Agreement:
AstraZeneca UK Limited – that:
(a)
if, by Escrow Closing, the Seller shall have procured, and produced to the Purchaser a copy of, the written consent of AstraZeneca UK Limited to the ARMS Licence sub-licence, the sub-licence shall be executed upon Escrow Closing;
(b)
if, by Escrow Closing, the Seller shall _____________
AstraZeneca UK Limited – if, by Escrow Closing, the Seller shall have failed to procure, and produce to the Purchaser a copy of, the written consent of AstraZeneca UK Limited to the ARMS Licence sub-licence, the ARMS Licence assignment and sub-licence will be executed upon Escrow Closing; and
(c)
in each _____________
dt 268232
;
Orchid
As referenced in this Business Purchase Agreement:
ORCHID BIOSCIENCES –
Business Purchase Agreement
EX-99.2 4 dex992.htm BUSINESS PURCHASE AGREEMENT
Exhibit 99.2
Dated 2003
(1) ORCHID BIOSCIENCES EUROPE LIMITED
(2) TEPNEL DIAGNOSTICS LIMITED
(3) ORCHID BIOSCIENCES, INC
(4) TEPNEL LIFE SCIENCES PLC
BUSINESS PURCHASE AGREEMENT
in respect of
Orchid Biosciences _____________
ORCHID BIOSCIENCES, – 99.2 4 dex992.htm BUSINESS PURCHASE AGREEMENT
Exhibit 99.2
Dated 2003
(1) ORCHID BIOSCIENCES EUROPE LIMITED
(2) TEPNEL DIAGNOSTICS LIMITED
(3) ORCHID BIOSCIENCES, INC
(4) TEPNEL LIFE SCIENCES PLC
BUSINESS PURCHASE AGREEMENT
in respect of
Orchid Biosciences Europe Limiteds Diagnostics Business
Bird & Bird
90 Fetter _____________
Orchid Biosciences – ORCHID BIOSCIENCES EUROPE LIMITED
(2) TEPNEL DIAGNOSTICS LIMITED
(3) ORCHID BIOSCIENCES, INC
(4) TEPNEL LIFE SCIENCES PLC
BUSINESS PURCHASE AGREEMENT
in respect of
Orchid Biosciences Europe Limiteds Diagnostics Business
Bird & Bird
90 Fetter Lane
London EC4A 1JP
Tel: 020 7415 6000
Fax: 020 7415 6111
Ref: NKM/MAC/ _____________
ORCHID BIOSCIENCES – Sub-licence
9. Licence of Shared IP
5. ARMs Assignment and Sub-licence
THIS AGREEMENT is made the day of 2003
BETWEEN:
(1)
ORCHID BIOSCIENCES EUROPE LIMITED a company registered in England and Wales under registration number 4045527 the registered office of which is at 22 Blacklands Way, _____________
ORCHID BIOSCIENCES, – number 41660049 the registered office of which is at Heron House, Oaks Business Park, Crewe Road, Wythenshawe, Manchester, M23 9HZ (the Purchaser);
(3)
ORCHID BIOSCIENCES, INC a corporation registered in the State of Delaware the principal place of business of which is at 4390 U.S. Route _____________
dt 135995
;
Bank of Ireland
As referenced in this Business Purchase Agreement:
Bank of Ireland
– account as the Seller may specify; and
(b)
to the Purchaser in immediately available funds to the account of the Purchaser at:
bank:
Bank of Ireland
John Dalton Street, Manchester
sort code:
30-14-74
account number:
30192752
or such other account as the Purchaser may specify.
21. _____________
dt 238214
;
|
Barclays Bank
As referenced in this Business Purchase Agreement:
Barclays Bank plc – a day to day basis of a rate equal to the aggregate of 2 per cent. per annum and the base rate of Barclays Bank plc for the time being.
19.
Confidentiality
19.1
Each of the Seller and Orchid undertakes to the Purchaser that it will:
(a)
not _____________
dt 108547
;
Comerica Bank
As referenced in this Business Purchase Agreement:
Comerica Bank – release, effective on or before the Closing, of the Assets and the Diagnostics Business from the fixed and floating security in favour of Comerica Bank over the entire assets and undertaking of the Seller and Orchid created by a debenture dated 23 December 2002;
Resolutions means the shareholder _____________
Comerica Bank- – party to be paid as follows:
(a)
to the Seller in immediately available funds to the account of Orchid Biosciences, Inc. at:
bank:
Comerica Bank- California
333 West Clara Avenue, San Jose CA95113
sort code:
ABA 121 137 522
account number:
1892029743
or such other account as the _____________
dt 107019
;
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 | 2003 |
Business Purchase Agreement
Business Purchase Agreement (63K)
Doc #283298: Click preview link for longer preview.
<EXHIBIT 4.23>
CONFORMED COPY
Business Purchase Agreement
Galen Holdings PLC
and
Alhow Laboratories Limited
for the sale and purchase of the business and assets of Quchem Limited, a subsidiary of Galen Limited
7th January 2002
CONTENTS
CLAUSE PAGE
1. INTERPRETATION *
2. SALE AND PURCHASE *
3. CONSIDERATION *
4. COMPLETION *
5. LIABILITIES *
6. RECEIVABLES *
7. CONTRACTS *
8. PREPAYMENTS BY SELLER AND CUSTOMERS *
9. EMPLOYEES *
10. FUTURE TRADING AND TRADE ENQUIRIES *
11. VALUE ADDED TAX . . .
283298
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Galen Holdings
As referenced in this Business Purchase Agreement:
Galen Holdings PLC – for Galen Holdings re: Quchem
EX-23 3 exhibit23.htm BUSINESS PURCHASE AGREEMENT
<EXHIBIT 4.23>
CONFORMED COPY
Business Purchase Agreement
Galen Holdings PLC
and
Alhow Laboratories Limited
for the sale and purchase of the business and assets of Quchem Limited, a subsidiary of Galen Limited
_____________
GALEN HOLDINGS PLC – ALHOW LABORATORIES LIMITED (No. NI41551) whose registered office is at Units 7-9, Seagoe Industrial Estate, Craigavon, Northern Ireland (the "Buyer"); and
(2) GALEN HOLDINGS PLC (No. NI25836) whose registered office is at Unit 22, Seagoe Industrial Estate, Craigavon, Co Armagh, Northern Ireland BT63 5UA (the "Seller").
RECITALS
( _____________
Galen Holdings PLC
– 7-9
Seagoe Industrial Estate
Craigavon
Northern Ireland
Fax: 02838 35729
Attention: Dr. Allen J. McClay
In the case of the Seller to:
Galen Holdings PLC
Seagoe Industrial Estate
Craigavon
Co. Armagh
Northern Ireland
BT63 5UA
Fax: 02838 331500
Attention: Company Secretary
and shall be deemed to have _____________
Galen Holdings PLC: – Signed, sealed and delivered by
JACKIE PEARSON, duly authorised attorney
under power of attorney dated 4 January 2002,
for and on behalf of Galen Holdings PLC:
in the presence of:
CHARLES COLEMAN
))
)
)
JACKIE PEARSON
Signed, sealed and delivered by
JOHN IRVINE, duly authorised attorney
under power of attorney _____________
dt 235773
;
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NWB
As referenced in this Business Purchase Agreement:
National Westminster Bank – electronic transfer of funds of the sum referred to in clause 4.1 to the bank account of the Seller's Solicitors at National Westminster Bank PLC, 15 Bishopsgate, London EC2P 2AP (sort code: 50-00-00; Account number 00404241) and the receipt of the Seller's Solicitors therefore _____________
dt 210730
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Full Doc
 | 2002 |
Business Purchase Agreement
Business Purchase Agreement (13K)
Doc #1293647: Click preview link for longer preview.
BUSINESS PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (the �Agreement�) is entered into as of December 1, 2000 between Senior-Inet, Inc., a Colorado corporation (�Buyer�), and Stan Mingus (�Seller�), sole proprietor of Senior-Inet (�Business�).
W I T N E S S E T H:
WHEREAS, this Agreement sets forth the terms and conditions upon which Seller is willing to sell and Buyer is willing to purchase Seller's Business.
NOW THEREFORE, in consideration . . .
1293647
| | |
Full Doc
 | 2002 |
Business Purchase Agreement
Business Purchase Agreement (3K)
Doc #1614055: This document is immediately available for purchase, but does not have a preview available for viewing.
1614055
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Full Doc
 | 2001 |
Business Purchase Agreement
Business Purchase Agreement (129K)
Doc #275542: Click preview link for longer preview.
BUSINESS PURCHASE AGREEMENT
among
1. AdLINK Internet Media AG, a stock corporation incorporated under the laws of the Federal Republic of Germany with corporate seat in Montabaur, registered in the commercial register of the local court of Montabaur under HRB 5432,
- hereinafter referred to as the "Purchaser 1" -
and
2. AdLINK Internet Media AS, a company incorporated under the laws of Norway with corporate seat in Oslo, registered in Bronnoysund under No. 979344929.
- hereinafter referred to as the "Purchaser 2" -
and
3. AdLINK Internet Media SA, a company incorporated under the laws of France with corporate seat in Paris, registered in Paris under R.C.S. Paris No. B 404 433 534.
- hereinafter referred to as the "Purchaser 3" -
and
4. AdLINK Internet Media AB, a company incorporated under the laws of Sweden with corporate seat in Stockholm, registered in Stockholm under No. 556537-3460.
- hereinafter referred to as the "Purchaser 4" -
and
{PAGE}
5. AdLINK Internet Media S.L.U., a company incorporated under the laws of Spain, with corporate seat in Madrid, registered in Madrid under No. B 822296 18.
- hereinafter referred to as the "Purchaser 5" -
and
6. United Internet AG, a stock corporation incorporated under the laws of the Federal Republic of Germany with corporate seat in Montabaur, registered in the register of the local commercial court of Montabaur under HR B 5762
- hereinafter referred to as the "Purchaser's Parent" -
- Purchaser 1, Purchaser 2, Purchaser 3, Purchaser 4 and Purchaser 5 are hereinafter together referred to as the "Purchasers" -
and
7. Channon Management Limited, a company incorporated under the laws of the British Virgin Islands with corporate seat in Tortola, British Virgin Islands, registered in the company register of the British Virgin Islands, under No. 466516,
- hereinafter referred to as the "Seller 1" -
and
8. DoubleClick Norway AS, a company incorporated under the laws of Norway, with corporate seat in Oslo, Norway, registered in the company register in Norway under No. 979980116,
- hereinafter referred to as the "Seller 2" -
and
9. DoubleClick France SARL, a company incorporated under the laws of France, with corporate seat in Nanterre, France, registered in the company register in France under No. B 418633947,
- hereinafter referred to as the "Seller 3 " -
and
10. DoubleClick Sweden AB, a company incorporated under the laws of Sweden, with corporate seat in Stockholm, Sweden, registered in the company register in Sweden under No. 556575 - 3943 C,
- hereinafter referred to as the "Seller 4" -
Page 2
{PAGE}
and
11. DoubleClick Espana SL, a company incorporated under the laws of Spain, with corporate seat in Madrid, Spain, registered in the company register in Spain under No. B 81857732,
- hereinafter referred to as the "Seller 5" -
and
12. DoubleClick Scandinavia AB, a company incorporated under the laws of Sweden, with corporate seat in Stockholm, Sweden, registered in the company register in Sweden under No. 556418 - 4413,
- hereinafter referred to as the "Seller 6" -
and
13. DoubleClick Inc., a corporation incorporated under the laws of the State of Delaware, United States with corporate seat in New York, NY,
- hereinafter referred to as the "Guarantor" -
- Seller 1, Seller 2, Seller 3, Seller 4, Seller 5 and Seller 6 are hereinafter together referred to as the "Sellers" -
Page 3
{PAGE}
TABLE OF CONTENTS
{TABLE} {S} {C} DEFINITIONS..........................................................................................6
RECITALS:...........................................................................................10
ARTICLE 1 - SALE OF SHARES, MAJORITY INTERESTS AND ASSETS...........................................11
ARTICLE 2 - CONDITIONS PRECEDENT....................................................................12
ARTICLE 3 - PURCHASE PRICE..........................................................................13
ARTICLE 4 - CONTRACT ACCOUNTS.......................................................................15
ARTICLE 5 - SPECIFIC PROVISION ON THE TRANSFER OF ASSETS AND EMPLOYEES..............................17
ARTICLE 6 - LEGAL RELATIONS BETWEEN SELLER AND THE COMPANIES AND PURCHASER AND GUARANTOR............22
ARTICLE 7 - CLOSING.................................................................................22
ARTICLE 8 - TAXES...................................................................................25
ARTICLE 9 - REPRESENTATIONS AND WARRANTIES OF SELLERS...............................................26
9.1 ENFORCEABILITY, NO CONFLICT.......................................................26
9.2 CORPORATE.........................................................................27
9.3 OWNERSHIP.........................................................................28
9.4 FINANCIAL STATEMENTS..............................................................29
9.5 EMPLOYEES AND EMPLOYEE BENEFITS...................................................29
9.6 LITIGATION........................................................................30
9.7 SURETIES..........................................................................30
9.8 BUSINESS INFORMATION..............................................................31
9.9 INSURANCE.........................................................................31
9.10 APPROVALS AND LICENSES............................................................31
9.11 REAL PROPERTY.....................................................................31
9.12 MATERIAL AGREEMENTS...............................................................31
9.13 CUSTOMERS/SUPPLIERS...............................................................33 {/TABLE}
Page 4
{PAGE}
{TABLE} {S} {C} 9.14 PUBLIC GRANTS.....................................................................33
9.15 TRANSACTION FEES..................................................................33
9.16 IP/IT.............................................................................33
9.17 MATERIAL ADVERSE EFFECT...........................................................34
ARTICLE 10 - BREACH OF REPRESENTATIONS OR WARRANTIES OF SELLERS AND LIMITATION OF CLAIMS OF PURCHASER ...................................................................34
ARTICLE 11 - GUARANTEE (SELBSTANDIGES GARANTIEVERSPRECHEN)..........................................35
ARTICLE 12 - IMPLEMENTATION, COOPERATION............................................................35
ARTICLE 13 - ADVISORS COST..........................................................................36
ARTICLE 14 - RESTRUCTURING COSTS....................................................................36
ARTICLE 15 - CONDUCT OF BUSINESS/FURTHER COVENANTS..................................................38
ARTICLE 16 - NON-COMPETITION COVENANTS..............................................................39
ARTICLE 17 - LIMITATION OF LIABILITY/EXCLUSION OF RESCISSION........................................40
ARTICLE 18 - COSTS AND TAXES........................................................................40
ARTICLE 19 - MISCELLANEOUS..........................................................................40
{/TABLE}
Page 5
{PAGE}
DEFINITIONS
"Accounting Date" shall mean the date prior to Closing, 24:00 hours.
"Ad Network" shall mean an advertising network operated by a party consisting of (i) advertising inventory whether owned by a Party or any of its Affiliates or a third party in any digital medium (e.g., Web site on the Internet or mobile Web, digital television), and (ii) advertising inventory available on email newsletters.
"Adjusted Purchase Price" shall have the meaning defined in Article 3.2.
"Advisors Costs" shall have the meaning defined in Article 13.1.
"Affiliate" shall mean, with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with such other Person.
"Agreement" shall mean this agreement and its Annexes.
"Assets" shall have the meaning defined in Recital B.
"Audited Financial Statements" shall have the meaning defined in Article 9.4.1.
"Best Knowledge of the Sellers" sh |