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Document Preview Master Sale and Purchase Agreement |
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Title: |
Master Sale and Purchase Agreement |
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Entities: |
Barclays Bank plc; Celanese AG; Imperial Chemical Industries plc; Skadden, Arps, Slate, Meagher & Flom LLP |
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Date: |
2005 |
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Size: |
Preview shows 37KB of 478KB total |
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Price: |
$81 |
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ID: |
#1011829 |
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Dated: November 23, 2004
| (1) | ERGON INVESTMENTS UK LIMITED |
| (2) | CELANESE AMERICAS CORPORATION |
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| MASTER SALE AND PURCHASE AGREEMENT relating to the Vinamul Polymers business of Ergon Investments UK Limited (and subsidiaries) and the entire issued share capitals of Vinamul Limited and Vinamul B.V. |
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CONTENTS
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| Schedules | |
| 1. | Conduct of the Business and the Companies until Completion |
| 2. | Property Matters |
| Part 1: General Conditions Business Properties | |
| Part 2: Special Conditions | |
| Part 3: List of Business Properties | |
| Part 4: List of Company Properties | |
| Part 5: List of Retained Properties | |
| Part 6: List of Leaseback Properties | |
| Part 7: Miscellaneous Property Matters | |
| Part 8: Meredosia Permitted Exceptions | |
| Part 9: Woodruff Permitted Exceptions | |
| 3. | Completion Arrangements |
| Part 1: The Business | |
| Part 2: The Companies | |
| 4. | Intellectual Property |
| Part 1: Logos | |
| Part 2: ICI Group Standards | |
| Part 3: Patents forming part of the Excluded IP | |
| Part 4: Uniqema Patents | |
| 5. | Pensions and Related Benefits |
| Part 1: U.S. Pensions | |
| Part 2: UK Pensions | |
| Part 3: Canadian Pensions | |
| Part 4: Dutch Pensions | |
| Part 5: Rest of the World Pensions | |
| Annex to Part 1 of Schedule 5 U.S. Actuarial Annex | |
| Annex to Part 2 of Schedule 5 Letter from Seller's Actuary (UK) | |
| Annex to Part 3 of Schedule 5 Canadian Actuarial Annex | |
| Annex to Part 4 of Schedule 5 Letter from Seller's Actuary (Netherlands) | |
| 6. | Warranties |
| Part 1: General Warranties (Business and the Companies) | |
| Part 2: Company specific Warranties | |
| 7. | Provisions Relating to Claims under this Agreement |
| 8. | Allocation of Consideration |
| 9. | The Excluded Assets and Excluded Contracts |
| Part 1: The Excluded Assets | |
| Part 2: The Excluded Contracts | |
| 10. | Persons of whom enquiry was made relating to the Warranties |
| 11. | Determination and Certification of Working Capital Adjustment |
| Part 1: The Working Capital Statement | |
| Part 2: Pro Forma Working Capital Statement | |
| 12. | Debt |
| Part 1: Closing Net Debt Statement | |
| Part 2: Repayment of Net Debt | |
| 13. | The Companies |
| 14. | Exclusive Emulsion Polymers |
| Part 1: Adhesives Exclusive Emulsion Polymers | |
| Part 2: Elotex Exclusive Emulsion Polymers | |
| 15. | Condition |
| 16. | The Documents in the Agreed Terms |
| Part 1: The Transaction Documents | |
| Part 2: The Ancillary Agreements | |
| Part 3: Other documents in the Agreed Terms | |
| 17. | The Reorganisation Documents |
| 18. | Relevant Competition Authorities |
| 19. | The Employees |
| Part 1: Employee Provisions | |
| Part 2: Intentionally left blank | |
| Part 3: List of Seconded Employees | |
| Part 4: The Hot Melt Employees | |
| Part 5: The Transitional U.S. Employees | |
| Part 6: The Bridgewater Employees | |
| Part 7: The Brampton Employees | |
| Part 8: The European Employees | |
| Part 9: The Company Employees | |
| Part 10: The U.S. Employees | |
| Part 11: The Canadian Employees | |
| Part 12: The Specified Retained Employees | |
| Part 13: The Specified Transferring Employees | |
| Part 14: US Payroll Information | |
| Part 15: Canadian Payroll Information | |
| Part 16: European and Company Payroll Information | |
| 20. | Information Technology |
| 21. | Glossary of defined terms |
| 22. | Shared Contracts |
| Part 1: Shared Business Contracts | |
| Part 2: Shared Company Contracts | |
| 23. | No Embarrassment Payment |
| 24. | Step Up Adjustment |
| 25. | Acrylate Supply for the Business |
| MASTER SALE AND PURCHASE AGREEMENT | |
| DATE: | 2004 |
| PARTIES: | |
| (1) | ERGON INVESTMENTS UK LIMITED a company incorporated in England and Wales (registered number 02074787) whose registered office is at 20 Manchester Square, London W1U 3AN ("Ergon"); and |
| (2) | CELANESE AMERICAS CORPORATION whose principal place of business is at Suite 310, 550 US Highway 202/206, Bedminster, NJ 07921-1590, United States of America (the "Purchaser"). |
| BACKGROUND | |
| Ergon has agreed to sell and transfer (or procure the sale and transfer of) certain assets comprising the Business as a going concern and to sell and transfer (or procure the sale and transfer of) the Shares, and the Purchaser has agreed to purchase (or procure the purchase by one or more Business Purchaser or Company Purchaser of) the same and to assume (or procure the assumption by one or more Business Purchaser or Company Purchaser of) certain liabilities and other obligations of the Business on the terms of this Agreement. | |
| IT IS NOW AGREED THAT: | |
| 1. | INTERPRETATION |
| 1.1 | Defined Terms |
| In this Agreement, the following words and expressions shall have the following meanings: | |
| "Adhesives" means the Industrial Adhesives division of NSC; | |
| "Adhesives Exclusive Emulsion Polymers" means Emulsion Polymers which are manufactured exclusively for and sold exclusively to Adhesives (or exclusively for and to both Adhesives and Elotex collectively) or, if they have not been manufactured or sold, which have been or are being developed exclusively for Adhesives (or exclusively for both Adhesives and Elotex collectively) (as evidenced by documentation existing as at the Transfer Time), in each case for use in the manufacture of adhesives, an exhaustive list of which Emulsion Polymers are set out in Part 1 (Adhesives Exclusive Emulsion Polymers) of Schedule 14 (Exclusive Emulsion Polymers); | |
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