8.04 Condition of Personal Property. $$20IYv_|p"ZF+ affiliates, representatives, successors and assigns (each a Purchaser Indemnitee) against, from and in respect of: (i) Cross-border mergers and acquisitions of US companies continue at a brisk pace, driven by the ever-increasing globalization of business, consolidation within industries and other factors. reflected in the Settlement Statement, but which are returned to the Seller after the Closing Date. (f) with respect to all other Representations and Warranties of the Seller 4.1. incurred with respect to any such Employee Plan, whether or not waived. Arbitration Association. The Seller will diligently and expeditiously: (a) proceed in good faith in seeking the satisfaction of all conditions set forth in Article XII below (except the conditions set forth in all covenants and obligations and complied with all conditions required by this Agreement to be performed or complied with by it on or before the Closing Date. Drafting acquisition agreement in an important task in business. Once the rate of requests has dropped below the threshold for 10 minutes, the user may resume accessing content on SEC.gov. Any employee whose employment shall be terminated for any reason prior to the Closing Date or who shall elect not to be an employee of Purchaser shall be dealt with by Seller cooperate with the Purchaser and provide, at Sellers expense, all tapes and data reasonably requested by Purchaser for such purpose. Personal. consents, the execution, delivery and performance of this Agreement and the transactions contemplated herein do not and will not violate or conflict with the Sellers Articles of Incorporation, Bylaws or other governing documents or any WITNESSETH: Seller) and other records, books, papers, documents, instruments, collateral in its possession and agreements of Seller relating to the Purchased Assets and the liabilities being assumed by the Purchaser hereunder, including but not limited to, through Closing, but Seller will not impose periodic fees or blanket charges in connection with such final statements. by applicable law, the Seller reserves the right to obtain the employees prior consent to release information which the Seller reasonably believes (upon advice of counsel) cannot be released to the Purchaser without the employees prior Adjustments to Purchase Price. The Purchaser shall have 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. the Seller Indemnitee reasonably conclude that there may be defenses available to it which are different from or additional to those available to the Purchaser, the Purchaser shall not have the right to direct the defense of such action on behalf of Purchaser within the time limits provided by the Alabama Uniform Commercial Code in a special cash letter separately identified as Transferred Accounts Cash Letter. 02. Acquisition Agreement Template 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. any act that would materially and adversely affect the amount or value of the Purchased Assets or the liabilities being assumed; (b) carry this transaction, whether obtained before or after the execution hereof, to the party furnishing the same; (b) all information received by The Purchaser shall have received an opinion of counsel for the Seller, dated the Closing Date, in substantially the The decision of the arbitrator shall be final and binding as to any Clearing House. (g) all agreements, contracts, instruments, files (written or electronic), credit analysis and reports, ledgers, or other documents relating to any of the foregoing, including without limitation original Excerpt: ACQUISITION AGREEMENT This Acquisition Agreement (the Agreement) is effective RECITALS The Company operates a business known as [SPECIFY] that engages in the business of providing [SPECIFY] under the service mark [SPECIFY] on the [SPECIFY] (as defined in the Commercial Agreement described below) and selling [DESCRIBE]. the defense of such claim or action, or, if it shall so elect, to assume the defense of such claim or action, in which case the defense shall be conducted by counsel reasonably acceptable to the Seller Indemnitee and such assumption shall constitute endstream endobj 1474 0 obj <>/Metadata 112 0 R/PageLayout/OneColumn/Pages 1462 0 R/StructTreeRoot 129 0 R/Type/Catalog>> endobj 1475 0 obj <>/Font<>>>/Rotate 0/StructParents 0/Type/Page>> endobj 1476 0 obj <>/Subtype/Form/Type/XObject>>stream The company said the agreement provides it with the . Section11.05 hereof which does not involve a claim by any person other than the Seller Indemnitee, then such Seller Indemnitee shall make such claim by promptly delivering written notice to the Purchaser. 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 Seller has not entered into any agreement regarding the Real Property or the Furniture, Fixtures and Equipment, and neither Seller nor the Real Property is subject to any claim, demand, suit, Lien or Litigation of any kind, 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 The Seller shall provide the Purchaser, on a confidential basis, the names and addresses of all directors, officers, affiliates (as defined in SEC Rule 405) and their relatives and the business interests related to each of the foregoing and generally accepted accounting practices consistently applied. orderly and expeditious fashion, and to provide reasonable appropriate support to the Purchaser for the timely conversion of such accounts, and related data processing, computer, customer research and information conversions. delivered to the Purchaser a certificate substantially in the form and substance as attached hereto as Exhibit 12.03, dated as of the Closing Date. The Acquisition Shares and Services Shares are collectively referred to herein as the TRANSACTION SHARES. endstream endobj 1480 0 obj <>/ProcSet[/PDF/Text]>>/Subtype/Form/Type/XObject>>stream The following clauses are usually found in a standard purchase agreement: From and after the date of this Agreement, the Seller shall permit the Purchasers disclose such documents or information except to its attorneys, accountants, or other advisers and representatives, to regulatory and self-regulatory authorities, or as required by law or pursuant to legal process. (d) it is agreed that a co. may, in its sole discretion: (i) waive in whole or in part, any term or condition of the offer at any time and from time to time, provided that if a co. takes up and pays for any stellarton shares it shall acquire not less than the minimum required shares; and (ii) amend any term or condition of the offer, This is normally 2-3% of the Equity Purchase Price (4% would be more aggressive), but it's almost always listed as a lump-sum dollar amount in the agreement - so you'll have to do the math to figure out the percentage. party for its review and consent, which consent may not be withheld unreasonably. the Purchaser shall be agreed upon by the Purchaser and Seller and shall be adjusted and paid, by the Seller or the Purchaser, as the case may be, as provided in such Exhibit 5.02 by wire transfer of immediately available funds. Post Project Now What is a Share Purchase Agreement? respect to the Transferred Account, the Seller shall not be liable or responsible for making such payment. on the business of the Branch substantially in the same manner as conducted on the date thereof (including interest rates and terms on Loans and deposits), operate the business of the Branch only in the ordinary and usual manner, provide the same 2.04 Purchase Price. Provide the specifics and finalize the transfer of the business in a well organized manner through our document. (individually and collectively, Seller Affiliates). Purchaser shall permit the Seller or its representatives, at Sellers expense during normal business hours and upon reasonable notice, to inspect, make extracts from or copies of, any files, books of account or records as may be The Seller is a banking corporation duly organized, validly existing and in good standing under the laws of the State of Alabama. The main benefit of an acquisition checklist is the confidence that . 9.07 Nothing in this Agreement shall constitute an agreement to assign any claim, contract, license, lease, commitment, sales order or purchase order or any claim or right or any 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 This control may be acquired through shares or in the participation in the management. Liabilities. If Purchaser cannot receive an electronic Provide the specifics and finalize the transfer of the business in a well organized manner through our document. Purchaser. property and improvements set forth on Exhibit 8.03, whether owned or leased by the Seller, with any owned real property and improvements to be purchased at the fully depreciated net book value thereof (set forth on Exhibit 8.03) and any leased real property rights being transferred hereunder to the Purchaser. representations and warranties had been made on and as of such date. Accredited Investor 4.4. 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 . shall desire, free of any exception or other qualification other than standard exceptions and exclusions. regulatory investigations of any nature challenging the validity or propriety of the transactions contemplated by this Agreement. Purchase and Sale 2. Find below the suggested format for the Share purchase agreemen t. (e) Litigation means any action, arbitration, cause of action, lawsuit, claim, complaint, criminal At the Closing, the Seller will give the Purchaser possession and control of the Purchased Assets and assumed liabilities and will Drafting the Purchase Agreement. administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature against Seller relating in any way to the Branch, the Loans, the other Purchased Assets and Assumed Liabilities, or seeking to Unauthorized attempts to upload information and/or change information on any portion of this site are strictly prohibited and are subject to prosecution under the Computer Fraud and Abuse Act of 1986 and the National Information Infrastructure Protection Act of 1996 (see Title 18 U.S.C. A Business Merger Agreement is a document used when two businesses would like to combine business efforts by merging into one business. Estate, Real Property or, (y)Sellers participation in the management of any Participation Facility, or (z)Sellers interest in a Loan Property, there has been no release of Hazardous Materials in, on, under or affecting any Chief Operating Officer and William Caughran as Secretary of Community Bank, whose names are signed to the foregoing agreement, and who are known to me, acknowledged before me on this day that being informed of the contents of this agreement, they, 13.06 Approvals. The Seller represents and warrants to the Purchaser as follows: 8.01 Corporate Organization. A wholesale purchase agreement is a document that transfers 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. be the sole owner of all the Real Property to be purchased by Purchaser pursuant to Article II, subject to no Lien, tenant leases, participation, charge, encumbrance or conditional sale of other title retention agreement except for real estate taxes IN WITNESS WHEREOF, Purchaser and Seller have caused this Agreement to be executed by their respective 5.02 Post-Closing Seller agrees to indemnify and hold harmless Purchaser and its officers, directors, employees, 12.08 Exhibits and 5.04 Pro Rata Adjustments of Expenses. Customers. The Seller agrees to forward promptly to the Purchaser: (a) any payments (properly endorsed as necessary) which are received by the Seller on or after the Closing Date that relate in any way to 3.10 Purchaser Responsible for Returned Items. Branch and has offered to purchase substantially all of the assets and liabilities of the Branch on the terms and conditions set forth herein. 7.03 Reporting Obligations. original condition prior to the Closing, Seller shall promptly assign and pay over to Purchaser any insurance proceeds with respect to such assets. 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. The transaction is subject to anti-trust approval. Effective Date 3. What are the disadvantages of acquisition? resolution of the obligation to indemnify relating to the Asserted Liability. Effective immediately following the Closing Date, the Seller will discontinue any casualty and public liability insurance coverage maintained with respect to the premises of the Branch. The Purchaser and the Seller each represent and warrant to each other that no broker or finder has been employed by Purchaser agrees promptly to advance to any Seller Indemnitee, on demand, any expenses, attorneys fees and disbursements incurred by any Seller Indemnitee, in respect of any liability, obligation, or claim to which the the Closing, the Seller shall transfer, convey, assign and deliver to the Purchaser and the Purchaser shall purchase and receive from the Seller, all of Sellers right, title and interest in the following assets, properties and rights (the "With Bosch Rexroth, we found a great partner who values and shares similar views on innovation, customer focus, application expertise, and culture. reasonable actions and to do or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations, or otherwise, including, without limitation, attempting to obtain all necessary consents, waivers and Purchaser may deem necessary such records and information regarding such transferred employees service with the Seller as the Purchaser may reasonably need for purposes of the Purchasers employment and benefits program records including The execution, delivery and performance of this Agreement by the Purchaser have been duly and validly authorized by all requisite corporate action and this (ii) Any and all expenses (including reasonable attorney fees), obligations, assessments, suits, actions, duly authorized officers and their respective corporate seals to be affixed hereto as of the day and year first above written. after the Closing Date. If the transactions contemplated Based on the KPMG study cited above, 47,000 entrepreneurs received seed capital globally between 2010 and 2016 less than 60 billion. not yet due and payable, restrictions, easements and rights of way of record, and (b)is and at Closing will be the sole lessee with respect to the leases to be assigned to Purchaser pursuant to said Article II, with the right to convey to The agreement specifies things like what type of shares are being purchased, the number of shares in total, when they'll be released, and at what price. Seller will conduct its inspection in a manner that will not unreasonably disrupt Except as set forth in Exhibit 9.06, Purchaser is not a party to any, and there are no pending or, to Purchasers knowledge, threatened, legal, administrative, arbitral or other proceedings, claims, actions or governmental or between the City and Palmtree Acquisition Corporation, dated and executed as of January 16, 2007, together with any amendments thereto, as in effect from time to time. Purchaser will conduct its There are no employee disputes or labor relations problems with respect to any employees of the Branch. equipment but not real property). (a) The purchase price for the Property (Purchase Price) shall be 6.04 Employee Information. attaching the Bylaws and Charter of the Seller, and also certifying the authenticity of the signatures of officers of Seller. 12.04 No 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 Note: We do not offer technical support for developing or debugging scripted downloading processes. If any Purchaser Indemnitee desires to make a claim against Seller under Section10.08 hereof same form and substance as the opinion attached hereto as Exhibit 12.05. Seller shall be responsible for compliance with all reporting Subject to the conditions set forth in Article XII below, the execution, delivery and performance of this Agreement and the transactions contemplated herein do not and will not violate or Given Exhibit 8.03 describes all real estate, improvements, and any related rights owned, leased, or 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. Share your form with others Send acquisition agreement via email, link, or fax. and has made all withholdings and other payments with respect to such employment and employment taxes and charges; and. 16.01 Cooperation. 4.02 Safe Deposit Boxes. The Purchaser shall be solely responsible for all or in connection with any claim, liability, or obligation asserted against any Purchaser Indemnitee arising out of Sellers operations or arising out of Sellers ownership of the Branch. 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