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title to the shares shall be transferred to buyer at the closing free and clear of any and all liens and restrictions. buyer and its affiliates, including the company following the closing, shall have no responsibility for any further disposition or distribution of the amounts paid to the stockholders’ representative pursuant to this section 1.02 and shall have no liability to the stockholders for any action or failure to act by the stockholders’ representative with respect to such amounts. the transferred employees shall be employed by nanometrics incorporated or the company in accordance with the standard employment policies and procedures of nanometrics incorporated. (b) if buyer disagrees with all or any portion of any proposed modification of net working capital or closing indebtedness delivered by the stockholders’ representative pursuant to section 1.06(b)(i)(a), then buyer and the stockholders’ representative shall negotiate in good faith to reach an agreement during the ten (10) day period following delivery of such proposed modification by the stockholders’ representative. no bankruptcy or insolvency proceedings or comparable proceedings under applicable laws in other jurisdictions concerning the company have been applied for by the company or any third party and no circumstances exist which (i) would require the application for any bankruptcy or insolvency proceedings or comparable proceedings under applicable laws in other jurisdictions or (ii) pursuant to any applicable bankruptcy or insolvency laws or comparable laws in other jurisdictions, could justify the avoidance of this agreement or any action pursued pursuant thereto. no proceeding is pending or threatened in writing and delivered to the company (or, to the knowledge of the company, threatened other than in writing) seeking the revocation or limitation of any permit. (d) all inventory is recorded on the financial statements, in accordance with german gaap, including with respect to any reserves for obsolete and excess inventory, and, subject to any such reserves, is of a quality and quantity useable or saleable in the ordinary course of business. the company is in compliance with, and has not breached any term of any such intellectual property licenses and, to the knowledge of the company, all other parties to such intellectual property licenses are in compliance with, and have not breached any term of, such intellectual property licenses. the company has taken reasonable steps to maintain the confidentiality of and otherwise protect and enforce their rights in all proprietary information pertaining to the company or any company product. the company has not breached any confidentiality agreement, and, to the knowledge of the company, no other party to any confidentiality agreement with the company is in material breach thereof. to the knowledge of the company, there is no basis for a claim that any company owned ip is invalid or unenforceable. no breach or violation of any such security policy has occurred or, to the knowledge of the company, is threatened, and there has been no unauthorized or illegal use of or access to any of the data or information in any of the company databases. there is no legal proceeding that is pending or has been threatened in writing and delivered to the company (or, to the knowledge of the company, other than in writing) against the company. no power of attorney with respect to any taxes has been executed or filed with any governmental entity by or on behalf of the company that currently is in effect. except as set forth on section 2.16 of the disclosure schedule, there is no claim pending under any such policy as to which coverage has been questioned, denied or disputed by the underwriter of such policy. (c) there are no pending, or threatened in writing and delivered to the company (or, to the knowledge of the company, other than in writing) or, to the knowledge of the company, any basis for any union grievances against the company. the company is not subject to any order, decree or injunction of any governmental entity and is not a party to any indemnity agreement or other contract with any third party relating to liability under any environmental law other than the current lease for the leased property. any assets (other than intellectual property) material to the business of the company that are not owned by the company or utilized by the company pursuant to a lease, license or other agreement are set forth in section 2.25 of the disclosure schedule. there have been no recalls of any company product, and to the knowledge of the company, none are threatened or pending, and no report has been filed or is required to have been filed with respect to any company product under the consumer products safety act, as amended, or under any other law. (b) no consent, approval, order or authorization of, registration, declaration or filing with, or notice to, any governmental entity is required by or with respect to such stockholder in connection with the execution and delivery by such stockholder of this agreement, the consummation by such stockholder of the transactions or the compliance of such stockholder with the provisions of this agreement.
the stockholders shall have the right to participate in any such audit or proceeding at their expense and, with the written consent of the buyer, and at their expense, may assume control of the conduct of such audit or proceeding. the representations and warranties contained in this agreement (and any right to indemnification for breach thereof) shall not be affected by any investigation, verification or examination by any party hereto or by any representative of any such party or by any such party’s knowledge of any facts with respect to the accuracy or inaccuracy of any such representation or warranty. the decision of the arbitrator as to the validity and the amount of any contested claim shall be non-appealable, binding and conclusive upon the parties to this agreement. at the closing, buyer shall deposit the escrow amount with the escrow agent without any act of the stockholders, such deposit of the escrow amount to constitute an escrow fund (the “escrow fund”) to be governed by the terms set forth in this agreement and the escrow agreement. the stockholders’ representative fund amount shall be available as a fund to satisfy any stockholders’ representative expenses incurred by the stockholders’ representative in performance of his or her duties hereunder and under the escrow agreement, or any other matter that the stockholders’ representative deems appropriate in its sole discretion. each of buyer and the company is hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the stockholders’ representative. this agreement may be executed in any number of counterparts and by the parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. “employment agreement” means a form of agreement that has been agreed upon by buyer and the company, and has been provided by the company to all key employees and transferred employees prior to the closing. for the avoidance of doubt, a license or similar right granted with respect to any intellectual property shall not be considered a lien with respect to such intellectual property. “third party expenses” means the aggregate of all expenses incurred by the company in connection with the transactions contemplated by this agreement and arising out of or related to finder’s, investment banking, accounting and legal services. 1. the transfer of all shares in the company to nanometrics (switzerland) gmbh (or any other affiliated company of nanometrics inc.) is hereby approved. 3. the managing directors of the company are hereby comprehensively authorized and instructed to undertake all transactions and measures of the company in connection with the sale and transfer of all shares in the company to nanometrics (switzerland) gmbh (or any other affiliated company of nanometrics inc.). at any time and from time to time, the parties may direct escrow agent by joint written notice (i) to deposit the escrow amount with a specific approved bank, (ii) not to deposit any new amounts in any approved bank specified in the notice and/or (iii) to withdraw all or any of the escrow amount that may then be deposited with any approved bank specified in the notice. the escrow agent shall be entitled to rely on any such joint written instructions or final order and upon receipt thereof shall promptly liquidate and distribute that portion of the remaining fund as instructed in such joint written instructions or final order. as among the parties and the escrow agent, in the event of any conflict between the terms and provisions of this agreement, those of the purchase agreement, any schedule or exhibit attached to this agreement, or any other agreement among the parties and the escrow agent, the terms and conditions of this agreement shall control for purposes of this agreement. the parties agree to provide the escrow agent with and consent to the escrow agent obtaining from third parties any such identifying information required as a condition of opening an account with or using any service provided by the escrow agent. escrow agent shall withhold any taxes it deems appropriate in the absence of proper tax documentation or as required by law, and shall remit such taxes to the appropriate authorities. if any provision of this agreement is determined to be prohibited or unenforceable by reason of any applicable law of a jurisdiction, then such provision shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof, and any such prohibition or unenforceability in such jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction. ms. leavens is a corporate attorney with 10 years of experience as the general counsel, chief compliance officer and corporate secretary of a congressionally chartered, non-profit corporation, and more than 20 years of experience as an advisor to executive officers and boards of directors in for-profit and non-profit organizations. i specialized and have a certificate in ip in law school and continued to develop in that area as in-house counsel for interactive intelligence, genesys, which are unified communication companies, and kar global in the automobile digital services lines of business.
this equity purchase agreement (“agreement”) is made as of february 18, “leased real estate” means all real property leased or subleased by the company. this real estate purchase agreement and escrow instructions (this “agreement”) is entered into as of this 29th day of april, 2011 (the “effective date”), by and j. special provisions: seller shall gift all equity in subject property above the loan amount to act as down payment for buyer. the gift of equity shall., real estate purchase agreement with gift of equity, gift of equity purchase contract template, real estate buyout agreement pdf, real estate buyout agreement pdf, buyer friendly real estate purchase agreement.
consideration. in consideration for said property, buyer agrees to pay to seller, as seller’s equity in the property, the total sum of $. , payable the owner now seeks to quiet title to the property in his name, claiming the sale-leaseback agree- ment violated of the home equity sales contract. act (hesca) an equity purchase (ep) transaction takes place when the seller- occupant of a one-to-four unit residential property in foreclosure enters into an agreement, simple real estate purchase agreement, simple real estate purchase agreement – pdf, home equity buyout agreement template, gift of equity purchase contract pdf, real estate purchase agreement sec, commercial real estate purchase agreement – pdf, florida real estate purchase agreement, commercial real estate contract terms, purchase and sale agreement, minnesota commercial real estate purchase agreement form.
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