Skip to content sales@hhslawyers.com +97142555496 WhatsApp English Book ConsultationContact Us English Contact UsBook ConsultationSearch Menu Attestation & Affidavits shall desire, free of any exception or other qualification other than standard exceptions and exclusions. any such arbitration proceeding shall be made by the arbitrator on the basis of the arbitrators assessment of the relative merits of the parties positions. Definitive Purchase Agreement - Examples, Types, Clauses to Know decision is rendered, such costs and expenses shall be borne equally by the Seller and Purchaser. and if they cannot resolve such disputes within 30 days, then by each partys chief executive officers and if such chief executive officers cannot resolve such dispute within 30 days, then by arbitration in accordance with the Commercial substance as the one attached hereto as Exhibit 13.03, dated as of the Closing Date. Required fields are marked *. conflict with the Purchasers Articles of Association, Bylaws or other governing documents or any provision of law to which the Purchaser is subject and do not and will not conflict with or result in the violation or breach of any material Reference ID: 0.8aecc017.1668068599.22af5a80. The Seller represents and warrants to the Purchaser as follows: 8.01 Corporate Organization. Purchaser will not, upon and after the Closing Date, use the name Community Bank or any of the Sellers trade names, trademarks or service marks. Exhibit 8.03 describes all real estate, improvements, and any related rights owned, leased, or Mergers & Acquisitions in Malaysia - MahWengKwai Acquisition Agreement Template - Google Docs, Word, Apple Pages Sellers past practices. Film Rights Acquisition Agreement | Legal Forms and Business Templates (c) any loan account not listed on Exhibit 1.01(f). One made between the screenplay owner and the film producer. 3.07 Transfer of Credits by Seller; Information Received After Closing. The assets and liabilities have to be identified. secured by mortgages or similar Liens. MRU have negotiated an agreement for the Port to purchase water ("Water Purchase Agreement" or "WPA") from MRU's BWRS for non-potable uses (non-drinking water, e.g., toilets and irrigation) in China Basin Park ("CBP") and other future public open spaces accepted by Port within the Mission Rock Project site. pledge, Lien, instrument, agreement, order, writ, injunction, decree or judgment to which the Seller is a party or which is binding on Seller or to which any of the property or assets of Seller is subject, or create or result in any Lien upon the The Seller is not in default under any lease, agreement, contract, commitment, Assumed Liability or other obligation or Purchased Asset which the Purchaser is assuming or purchasing or which affects the facilities by the users thereof, during the period for which such persons have paid rent therefor in advance to the Seller, subject to the provisions of the written rental and night depository agreements between the Seller and the respective renters respect to the Transferred Account, the Seller shall not be liable or responsible for making such payment. Combs' Proposed Acquisition Will Create the Largest Black Owned Cannabis Company in The World and Affirms His Commitment to Economic Inclusion of Underrepresented Groups in Cannabis Agreement to Sell New York, Illinois, and Massachusetts Assets Marks a Major Step Towards Closing Cresco Labs' Acquisition of Columbia Care Cresco Labs (CSE:CL) (OTCQX:CRLBF) ("Cresco" or "the Company . Section12.06); and. This research includes General If you continue to use this site we will assume that you are happy with it. the Purchaser with the Loans, and any payment received by Seller before the Closing prorated based on the term of the Loan, and after Closing with respect to such insurance; (f) all pre-paid expenses with respect to the Branch; and. 13.03 Certificate of Compliance. Acquisition and Cross Servicing Agreements (ACSAs) and Acquisition Only Agreements (AOAs) are the formal mechanisms that allow the U.S. DoD to acquire, and in some cases to provide, logistic support, supplies, and services directly from/to eligible countries and international organizations. 1 : to get as one's own: . Press Release - New York, NY November 9, 2022 - Sichenzia Ross Ference LLP announced today that it represented Murphy Canyon Acquisition Corp. (Nasdaq: MURF), a publicly traded special purpose acquisition company (SPAC) in a definitive merger agreement with Conduit Pharmaceuticals Limited ("Conduit"). through Closing, but Seller will not impose periodic fees or blanket charges in connection with such final statements. Commitment is either cancelable without penalty on not more than ninety (90)days notice or involves commitment of funds not exceeding $1,000. which involves a claim by a person other than the Purchaser Indemnitee, then the Purchaser Indemnitee, upon receipt of written notice of any claim or the service of a summons, or other initial legal process upon it in any action instituted against PDF Alexander Trust Farm, Ranch, and Land Purchase Agreement Your email address will not be published. expedient to the consummation of the purchase of the Branch, including, but not limited to, those consents of its lenders. 9.04 Regulatory Approvals. The obligations of the Purchaser to close under this Agreement shall be subject to the following conditions (all or any of which, except the conditions of transitive verb. the employees as employees of Seller at the Branch until the Closing Date. condition or provision of, or constitute a material default under, any material contract, right, lease, pledge, lien, security interest, instrument, indenture, mortgage, charge, encumbrance, agreement, order, writ, injunction, decree or judgment to hazardous material, hazardous waste, regulated substance, or toxic substance (as those terms are defined by any applicable Environmental Laws) and (ii)any chemicals, pollutants, contaminants, petroleum, petroleum products, or oil (and The books of account and other records of Seller, to the extent they relate to the Branch, the Purchased Assets and the The amount of cash to be received or paid by Purchaser at Closing shall be calculated in accordance with the formula set forth in Except as set forth in Article XII, no consent, license, approval or authorization of or designation, declaration services and hours of operation as is now being provided by such Branch, and use all reasonable efforts to preserve intact its present business organization, to keep available the services of its present employees and to preserve its relations with to rescind this agreement, and the earnest money shall be refunded. Seller shall deliver to Purchaser prior to the Closing Date all schedules and exhibits required to be delivered by Seller hereunder (including all exhibits required by Article VIII hereof) in form and substance reasonably acceptable resolution of the obligation to indemnify relating to the Asserted Liability. 4.02 Safe Deposit Boxes. (a) The purchase price for the Property (Purchase Price) shall be 3.10 Purchaser Responsible for Returned Items. Retirement Income Security Act of 1974 (ERISA), all specified fringe benefit plans as defined in Section6039D of the Internal Revenue Code, and all other bonus, incentive compensation. stock purchase agreement corporation: Fill out & sign online | DocHub during the last three (3)years. Shell signs agreement to acquire ECL business of PANOLIN with substantially all of the deposit and Loan business of such Branch. available to it which are different from or additional to those available to the Seller, the Seller shall not have the (a) Except as set forth in Exhibit 8.08, Seller is not a party to any, and there are no pending or, to Sellers knowledge, threatened, legal, efforts to cause the Closing to occur on or before September30, 2005. Thank you for your interest in the U.S. Securities and Exchange Commission. ACQUISITION AGREEMENT - Granicus writing at any time after any of the regulatory authorities has denied any application of the other party for approval of the transactions contemplated herein; (e) by the Purchaser or the Seller if the Closing shall not have occurred on or prior to December31, 2005, unless the failure of such occurrence is due to the failure of the party seeking termination failing to The officers and employees of each party shall fully cooperate with officers and employees, accountants, To the knowledge of Seller, prior to the period of (x)Sellers ownership or operation of current or former properties, (y)Sellers participation in the management of any If any Seller Indemnitee desires to necessary for Seller to satisfy any auditing or regulatory requirements placed upon Seller or as may be required by Seller in connection with any Litigation. Arbitration Association. Business Merger Agreement - Template - Word & PDF Save on time and be able to draft a finalized agreement in no time at all. original condition prior to the Closing, Seller shall promptly assign and pay over to Purchaser any insurance proceeds with respect to such assets. Exhibit 10.1 . All 11.06 Indemnity Claims. deeds and leases with respect to the Branchs real property and improvements, and all real estate records to the extent held by the Seller relating to the Branch. By using this site, you are agreeing to security monitoring and auditing. Your request has been identified as part of a network of automated tools outside of the acceptable policy and will be managed until action is taken to declare your traffic. The words include, including and similar phrases 3. may be defenses. are executing and delivering this Agreement in reliance upon the exemption . The Purchaser shall have performed all covenants and obligations and complied with all conditions required by this Agreement to be performed or complied with by the Purchaser on or before the Closing Date. An acquisition agreement is the contract that governs the purchase of one company by another or the merger of two companies. Sign it in a few clicks Draw your signature, type it, upload its image, or use your mobile device as a signature pad. The Purchaser and the Seller each represent and warrant to each other that no broker or finder has been employed by Although it's purpose is to finalize the sale, it is not the business end of the contract. Share Purchase Agreement: Definition & Sample - ContractsCounsel otherwise agreed upon by the parties, the Seller and the Purchaser shall jointly notify the customers of the Branch affected by the transaction of the pending transfer of their deposit account, Loan or safe deposit box to the Purchaser. Branch (exclusive of those items referred to in Section2.03 of this Agreement), whether leased or owned as identified on Exhibit 8.04, with owned property being purchased at the fully depreciated net book value thereof (set forth in Exhibit accounting and appraisal fees and expenses; and. Purchasers operations. Except as may be expressly represented or warranted in this Agreement or in any document of transfer, the Seller makes no representations or warranties whatsoever with regard to the Purchaser, any liability or The Seller agrees that the defense of such claim or action, the Seller shall reimburse the Purchaser Indemnitee for the reasonable fees and expenses of any counsel retained by it. and has made all withholdings and other payments with respect to such employment and employment taxes and charges; and. 6.02 Benefits. Sample Share Purchase Agreement Format with PDF & Docs prosecution, governmental or other examination or investigation, audit (other than regular audits of financial statements by outside auditors), compliance review, inspection, hearing, administrative or other proceeding relating to or affecting a The Purchaser. as such officers and with full authority, executed the same voluntarily for and as the act of said corporation. Seller shall use all commercially purchase of the assets and the assumption of the liabilities of the Branch as provided herein. We use cookies to ensure that we give you the best experience on our website. 8.04) and any leased property being transferred to Purchaser by a valid assignment of such lease(s) and an assumption by Purchaser of the obligations thereunder (Furniture, Fixtures and Equipment); (e) all rights to the extent assignable in, to and under any vendor single interest insurance or other insurance on Loans or collateral transferred to interest. ZonaTrust S.L. Acquisition Agreement - SEC 3.09 Seller Not Liable to Pay. Free Purchase Agreement | PDF & Word | Legal Templates statements required to be filed with the Internal Revenue Service and any other tax authorities with respect to such transactions, including without limitation, Form 1099 for all Loans and Transferred Accounts, and Form W-2 and Form W-3 with respect Should information be withheld, the Seller must advise the Purchaser of such prior to Closing, and Purchaser shall have no obligation to hire the related employee. Protect your interests when acquiring a certain business, whether by purchasing the entire business or through a merger, by having our Acquisition Agreement template ready for your use. the complete personnel file on each transferring employee. 10.07 Diligence and Good Faith. risks arising after the Closing with respect to granting access to and protecting the contents of the safe deposit boxes located at the Branch. Create Your Document How to Tailor the Document for Your Need? faith diligently pursue all required regulatory approvals that it needs to consummate the transactions contemplated hereby. Our platform provides a large number of legal forms drafted by licensed lawyers and categorized by state. Provide the specifics and finalize the transfer of the business in a well organized manner through our document. Acquisition Agreement: The literal meaning of the word 'acquisition' is process or an act to acquire. Purchaser agrees to immediately remit to Seller any funds held in the The decision of the arbitrator shall be final and binding as to any Capitalization 4.6. USDA's Local Food Purchase Assistance Cooperative Agreement Program provides up to $900 million through non-competitive cooperative agreements to enable state, territory and tribal governments to support local, regional and underserved producers, and maintain or improve food and agricultural supply chain resiliency through the purchase of . either party hereto with respect to the business of the other party (other than information which is a matter of public knowledge or which has heretofore been or hereafter published in any publication for public distribution or filed as public $`1,PM00 Vc5R``*D#Z`t00K@,N _Xeaamk! Current guidelines limit users to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. Option and Acquisition Agreement in Literary Work along with Motion indemnify the Purchaser Indemnitee with respect to such Asserted Liability, and such Purchaser Indemnitee shall bear the fees and expenses of any additional counsel retained by it; provided, however, if the Seller shall elect not to assume employment with Seller terminates will forfeit any unvested benefits in Sellers qualified pension and profit sharing plans. extent that enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors rights in general and general principles of equity (regardless of whether such enforceability is For a period of two (2)years following the later of the date of this Agreement or the Closing Although most documents during the M&A process are nonbinding (that is, generally unenforceable in a court of law), the purchase agreement is a final, binding document. 12.06 Regulatory Approvals. The Purchaser agrees that after Closing it will pay in accordance with applicable law and "With Bosch Rexroth, we found a great partner who values and shares similar views on innovation, customer focus, application expertise, and culture. hXn6~}" 2)(oaI\:mgJl+Q{. All costs and expenses incurred in connection with any such arbitration proceeding (including reasonable attorneys fees) shall be borne by the party against which the decision is rendered, or, if no Participation Facility or any Loan Property, has been or, with respect to threatened proceedings, may be, named as a defendant (x)for alleged noncompliance (including by any predecessor) with any Environmental Laws, or (y)relating to the What does acquire mean definition? The Company Shareholders together own (i) 100% of the outstanding capital shares of the Company and (ii) an income sharing loan agreement granted by the Company Shareholders to the Company, and have approved and adopted this Agreement, the Acquisition (as defined below) and the other transactions contemplated hereby prior to the Agreement Date. of this Agreement and all periods thereafter prior to the Closing, and no accumulated funding deficiency or liquidity shortfall (as those terms are defined in Section302 of ERISA and Section412 of the Internal Revenue Code) has been acquisition agreement - English definition, grammar, pronunciation Claims Notice) of such claim or the commencement of such action, or threat thereof, to the Purchaser. If the arbitrators decision is a compromise, the determination of which party or parties bears the costs and expenses incurred in connection with transmission, Seller will make available to Purchaser at Sellers operations center receiving items from the ACH tapes containing such ACH data. 5.03 Casualty and Other Losses Prior to Closing. A bill of sale is signed during or after the exchange of money and property. This Agreement is being executed simultaneously in two or more identical counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the Sichenzia Ross Ference LLP Represents Murphy Canyon Acquisition Corp We reserve the right to block IP addresses that submit excessive requests. EurLex-2 13 On 14 May 1996, Ter Beke and Unilever signed an acquisition agreement relating to Chilled Food Business. All Real Property and Furniture, Fixtures and Equipment held under leases or subleases by the Seller, are held under valid contracts enforceable in accordance with their respective terms, and each such contract is in full force and effect. 3.12 Automated 17.01 Modifications and If a user or application submits more than 10 requests per second, further requests from the IP address(es) may be limited for a brief period. At least five (5)days prior to the Closing Date (the Settlement Date), the Seller shall deliver to the Purchaser a copy, from the date of this Agreement to the Closing Date, it will: (a) maintain the operations of the Branch as presently conducted, and avoid Acquisition planning determines how a requirement will be procured. The sale and purchase agreement (SPA): what should it contain? Affiliate. (individually and collectively, Seller Affiliates). such property, Participation Facility or Loan Property. The Seller will not use such documents or information for the purpose of competing with the Purchaser. finders alleged to have been employed or engaged by such party. Definitive Purchase Agreement - Examples, Types, Clauses to Know contemplated by this Agreement, and shall cooperate with Purchaser in seeking and obtaining any consents or approvals it may require from any governmental authorities or third parties in connection with this Agreement and the transactions The equipment but not real property). Agreement will not be met by December31, 2005; (c) by the Seller in writing at any time that it determines in good faith that the This SEC practice is designed to limit excessive automated searches on SEC.gov and is not intended or expected to impact individuals browsing the SEC.gov website. liability for accrued vacation, sick leave or other paid time off of Sellers employees. Purchaser agrees that any notices, letters or other material which the Purchaser wishes to send or give to customers of the Branch prior to Closing shall be approved by the Seller in advance, which approval shall not be unreasonably withheld. (iii) Any and all expenses (including reasonable attorney fees), obligations, assessments, suits, actions, proceedings, claims or demands resulting from 14.01 Time and Place. No action, suit Clearing House. 3.02 Liabilities Not Assumed. similar arrangements. Waivers. The Purchaser shall have received an opinion of counsel for the Seller, dated the Closing Date, in substantially the RECITALS A. headquartered in Blountsville, Alabama (the Seller). (f) Except as disclosed in Exhibit 8.10(f), full payment has been made of all amounts that are This Agreement may not be modified except by an instrument in writing duly executed by the parties. H2P(2546W0234T043Q04R(J*2T0 BOu8PB:PG9W @ A property and improvements being transferred to Purchaser by a valid assignment of such lease(s) and an assumption by Purchaser of the obligations thereunder, to the extent assignable (Real Property); (c) all cash on hand at the Branch at Closing; (d) all furniture, fixtures and equipment and any replacements thereof or repairs thereto (together with any manufacturers warranties or maintenance or service agreements thereon which are in effect and are assignable) located in the 3.05 Payment of Items by Seller After Closing. The parties hereto acknowledge that time is of the essence with respect Peak Bio Shares Rise 32% After Stock-Purchase Agreement the Closing Date. (b) cooperate in good faith with the Seller in its seeking the satisfaction of all conditions set forth in Article XII below (except those conditions set ), with respect to items drawn on Transferred Accounts received by it for processing after the Closing Date. Purchasers customers amounts equal to any debit card connected with a Transferred Account and any Visa or MasterCard chargebacks under the MasterCard and Visa Merchant Agreements between Seller and its customers or amounts equal to any deposit transactions contemplated herein. The Claims Notice may be amended on one or more occasions with respect to the amount of the Asserted Liability at any time prior to final represented or warranted in this Agreement or in any document of transfer, the Seller makes no representations or warranties whatsoever with regard to any Purchased Asset being transferred to Purchaser, any liability or obligation being assumed by 7.02 Recordkeeping and Access Following Closing. Providing the right to the film producer to produce the motion picture. Post Project Now What is a Share Purchase Agreement? 03. acquisition agreement Also found in: Thesaurus . counsel and other representatives of the other in all matters contemplated by this Agreement. 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