|
|
|
|
Document Preview Sale and Purchase Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Sale and Purchase Agreement |
|||
|
Entities: |
Alstom; Boeing Co.; Delta Air Lines, Inc.; Royal Caribbean Cruises Ltd.; Sanitec International Sa |
|||
|
Date: |
2004 |
|||
|
Size: |
Preview shows 8KB of 178KB total |
|||
|
Price: |
$69 |
|||
|
ID: |
#1652501 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
SALE AND PURCHASE AGREEMENT
BETWEEN
SANITEC OY
AND
ZODIAC SA
--------------------------------------------------------------------------------
<PAGE>
CMS HASCHE SIGLE
Rechtsanwalte Steuerberater
Page 2
--------------------------------------------------------------------------------
SALE AND PURCHASE AGREEMENT
Agreement entered into on March 15, 2004 by and among Sanitec Oy, a private
company with limited liability incorporated under the laws of Finland whose
registered office is at Mikonkatu 15 A, 7th Floor, 00100 Helsinki, Finland
(SELLER), and Zodiac SA (BUYER), a public company with limited liability
incorporated under the laws of France whose registered office is at 2, rue
Maurice Mallet, 92130 Issy-les-Moulineaux, France. The Seller and the Buyer are
referred to collectively herein as the PARTIES.
The Seller owns all of the issued shares of Evac International Oy, a private
company with limited liability incorporated under the laws of Finland (TARGET).
Pursuant to this Agreement, the Seller wishes to sell and transfer to the Buyer,
and the Buyer wishes to purchase, all of the outstanding issued shares of the
Target and the Shareholder Loans for the Purchase Price.
The Parties agree as follows:
1. DEFINITIONS
ACCOUNTING PRINCIPLES means the accounting principles used
for the preparation of the Target's
and Subsidiaries Accounts in their
respective jurisdictions including,
for the avoidance of doubt, the
Group Accounting Principles.
AFFILIATE means, of a specified person, a
person that directly, or indirectly
through one or more intermediaries,
controls, or is controlled by, or is
under common control with, the
person specified.
AGREEMENT means this Share Purchase Agreement
and the Appendices hereto.
<PAGE>
CMS HASCHE SIGLE
Rechtsanwalte Steuerberater
Page 3
--------------------------------------------------------------------------------
AUDITOR'S CONFIRMATION means the confirmation of KPMG
Germany regarding the statutory
accounts of EVAC GmbH attached
hereto as Appendix 11.
ASSOCIATED COMPANY means the company listed in Appendix
2 under the heading Associated
Company.
AUDITED GROUP ACCOUNTS means the audited special-purpose
Sanitec accounting forms for the
Target and the Subsidiaries as of
December 31, 2003 and for the year
then ended as attached to the KPMG
auditors' statement dated February
26, 2004.
BUSINESS DAY means a day (other than a Saturday
or a Sunday) when banks are open for
business in Helsinki and
Frankfurt-am-Main.
BUYER has the meaning set out in the
preface above.
CLAIM means any claim made by the Buyer
against the Seller in respect of any
breach of this Agreement.
CLOSING means the consummation of the
transaction as described in clause 4
of this Agreement.
CLOSING DATE means the date which is three
Business Days after the date on
which the last of the conditions
precedents set out in clause 4.2 is
fulfilled or such other date as the
Parties may agree.
CLOSING DATE ACCOUNTS means the consolidated balance sheet
and a statement of the Net Asset
Value of the Target and the
Subsidiaries to be prepared by the
Target as at the Closing Date in
conformity with the Group Accounting
Principles.
<PAGE>
CMS HASCHE SIGLE
Rechtsanwalte Steuerberater
Page 4
--------------------------------------------------------------------------------
CONFIDENTIAL INFORMATION means any and all information of any
kind whatsoever, whether written or
oral, including, but not limited to
the contents of this Agreement,
financial information, trade
secrets, client lists and other
proprietary business information
regarding the Seller (including any
Affiliates thereof), the Target or
the Subsidiaries or the Associated
Company or the Buyer (including any
Affiliates thereof), which
information is not known to the
general public or to persons
unaffiliated with the Seller, the
Target the Subsidiaries or the
Associated Company or the Buyer, as
the case may be.
DATA ROOM means the documents which were
available for inspection by the
Buyer and its advisors in the
|
End of Preview |
Home Intelligence Services Subscriptions News About Us