AssetPurchaseAgreement(AmendmentNo.3)资产购买合同.doc
PURCHASE AGREEMENT购买协议
PURCHASE AGREEMENT购买协议本购买协议（以下简称“协议”）由以下双方（以下合称为“买方”和“卖方”）就以下描述的产品（以下称为“产品”）的购买事宜达成：一、产品描述1.1 产品名称：[产品名称]1.2 产品规格：[产品规格]1.3 数量：[产品数量]1.4 单价：[产品单价]二、交付2.1 交付日期：买方应在[交付日期]之前支付所有款项，并安排交付。
2.2 交付地点：买方同意将产品交付至如下地址：[交付地址]。
三、付款方式3.1 付款金额：买方同意支付总金额为[总金额]。
3.2 付款方式：买方应按如下方式支付款项：- 第一笔付款：[金额]应在签署本协议后的[时间]内支付；- 第二笔付款：[金额]应在交付前的[时间]内支付；- 第三笔付款：[金额]应在交付后的[时间]内支付。
3.3 付款账户：买方应将款项存入卖方指定的以下账户：[账户名][账户号码][开户银行]四、验收4.1 买方应在接收产品之日起[验收期限]内对产品进行验收。
4.2 若产品在验收期限内存在缺陷或不符合约定规格，则买方有权向卖方提出书面通知，并要求卖方修复或更换产品。
五、所有权保留5.1 在买方支付所有款项之前，产品的所有权将保留在卖方手中。
5.2 买方应妥善保存产品，并保证不会对产品进行转让、出租或抵押等行为。
六、赔偿责任6.1 卖方对于因产品缺陷或不符合约定规格所导致的损失承担赔偿责任。
6.2 买方应及时通知卖方有关产品的缺陷，并提供充分的证据予以说明。
6.3 卖方在收到买方通知后，应尽快采取合理措施解决问题。
七、法律适用与争议解决7.1 本协议的解释、适用和履行均适用中华人民共和国的法律。
7.2 凡因本协议发生的争议，双方应通过友好协商解决；如协商不成，任何一方均有权将争议提交至[仲裁机构]进行仲裁，仲裁裁决是终局的，对双方均具有约束力。
八、其他条款8.1 本协议自双方签署之日起生效，并持续有效至裁决作出或协议终止。
资产评估协议书英文模板
This Asset Valuation Agreement (hereinafter referred to as the "Agreement") is entered into on [Date] between [Assessor's Company Name], a company incorporated and existing under the laws of [Country/City], having its registered office at [Assessor's Address] (hereinafterreferred to as the "Assessor"), and [Client's Company Name], a company incorporated and existing under the laws of [Country/City], having its registered office at [Client's Address] (hereinafter referred to as the "Client").RecitalsWHEREAS, the Client requires the services of the Assessor for the purpose of obtaining a professional valuation of certain assets (hereinafter referred to as the "Assets") owned by the Client;WHEREAS, the Assessor is willing to provide the services to the Clientin accordance with the terms and conditions set forth in this Agreement;NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereto agree as follows:1. Scope of Services1.1 The Assessor agrees to perform a valuation of the Assets in accordance with the relevant standards, guidelines, and best practices applicable to the industry and jurisdiction in which the Assets are located.1.2 The Assessor shall provide the Client with a detailed report (hereinafter referred to as the "Report") containing the findings of the valuation, including but not limited to the following:a. Description of the Assets;b. Methodology used for the valuation;c. Valuation results;d. Assumptions and limitations of the valuation;e. Recommendations for the Client regarding the Assets.2. Duties and Responsibilities of the Assessor2.1 The Assessor shall perform the valuation services with due care, skill, and diligence in accordance with the applicable standards and guidelines.2.2 The Assessor shall maintain confidentiality with respect to all information obtained in the course of performing the valuation services.2.3 The Assessor shall provide the Client with the Report within [Number] days of the completion of the valuation services, unless otherwise agreed upon by the parties.3. Duties and Responsibilities of the Client3.1 The Client shall provide the Assessor with all necessary information and access to the Assets required for the performance of the valuation services.3.2 The Client shall promptly notify the Assessor of any changes to the Assets or the business environment that may affect the valuation.3.3 The Client shall pay the Assessor the fees agreed upon in accordance with the terms of this Agreement.4. Fees and Payment Terms4.1 The Assessor shall invoice the Client for the valuation services rendered, in accordance with the fee schedule attached hereto as Exhibit A.4.2 The Client shall pay the invoices submitted by the Assessor within [Number] days of the date of the invoice, unless otherwise agreed uponby the parties.5. Confidentiality5.1 The parties agree to maintain the confidentiality of all information disclosed to them by the other party in connection with this Agreement.5.2 The confidentiality obligations shall survive the termination or expiration of this Agreement.6. Limitation of Liability6.1 The Assessor shall not be liable for any loss or damage suffered by the Client arising from or in connection with the valuation servicesp rovided, except to the extent caused by the Assessor’s gross negligence or willful misconduct.6.2 The total liability of the Assessor to the Client under this Agreement shall not exceed the amount of the fees paid by the Client to the Assessor.7. Term and Termination7.1 This Agreement shall commence on the date hereof and shall remain in effect for [Number] days from the date of the Report, unless terminated earlier in accordance with the provisions of this Agreement.7.2 Either party。
股权转让合同术语中英对照
ENGLISH CHINESESINO-FOREIGN EQUITY JOINT VENTURE CONTRACT中外合资经营合同relating to关于DEFINITIONS AND INTERPRETATION定义与解释CONDITIONALITY条件限制ESTABLISHMENT OF THE COMPANY公司的设立PURPOSE AND BUSINESS OF THE COMPANY公司的宗旨和业务TOTAL INVESTMENT 投资总额REGISTERED CAPITAL注册资本RESERVED MATTERS保留事项DEADLOCK RESOLUTION僵局的解决BOARD OF DIRECTORS董事会PROCEEDINGS OF THE BOARD董事会的程序MANAGEMENT管理SUPERVISORS监事LABOUR MANAGEMENT劳动管理ACCESS TO INFORMATION AND ACCOUNTS获得资料和账目BUSINESS PLANS经营计划SALES OF PRODUCTS 产品销售PURCHASE OF RAW MATERIALS原料采购TAX, FINANCIALS AND ACCOUNTING税务、财务和会计DIVIDEND POLICY红利政策INSURANCE保险OPERATION OF BANK ACCOUNTS银行账户的操作RESTRICTIONS ON DEALING WITH EQUITY INTEREST对股权交易的限制PERMITTED TRANSFERS允许的转让TRANSFER OF EQUITY INTEREST ON DEFAULT违约转让股权POST-LISTING CHANGE OF CONTROL上市后控制权变更COMPLETION OF EQUITY INTEREST TRANSFERS完成股权转让CONSENT TO TRANSFER FOR THE PURPOSES OF THE ARTICLES OF同意为章程目的进行的转让ASSOCIATIONEFFECT OF DEED OF ADHERENCE守约契据的效力SHAREHOLDER UNDERTAKINGS股东承诺UNDERTAKINGS BY THE COMPANY公司的承诺PROTECTIVE COVENANTS保障约定CONFIDENTIALITY保密ANNOUNCEMENTS公告TERMINATION终止WINDING-UP清算LANGUAGE语言ASSIGNMENT转让ENTIRE AGREEMENT完整协议NOTICES通知REMEDIES AND WAIVERS救济和弃权NO PARTNERSHIP不合伙COSTS AND EXPENSES费用和花费COUNTERPARTS文本CHOICE OF GOVERNING LAW适用法律选择ARBITRATION AGREEMENT仲裁约定schedule附件Articles of Association公司章程Services Agreement服务协议Trade Mark Licence Agreement商标许可协议Know-How Licence Agreement专利知识许可协议Personal Undertakings个人承诺Shareholder Loan Contract股东贷款合同Code of Business Conduct商业行为规范Parent Company Guarantee母公司保证Foreign Shareholder Opinion外国股东意见First Shareholder第一股东Second Shareholder第二股东WHEREAS鉴于high pressure diesel common rails高压柴油共轨系统On the basis of the principles of equality and mutual benefit根据平等互利的原则after friendly negotiations经友好协商implementing rules实施细则other relevant laws and regulations of the PRC以及其他相关的中国法律法规have agreed to enter into this contract for the purpose of 已同意签订本合同以IT IS AGREED as follows兹协议如下In this contract:本合同中Accounting Period会计期Acquiring Company收购方公司clause第Change of Control控制权变化Affiliate关联企业body corporate法人团体issued equity interest已发行股权share capital股本voting rights投票权Agreed Form约定形式Ancillary Agreements附属协议Articles of Association章程set out in所列are amended or replaced经修订或替代in accordance with根据Associated Person关联人officers, employees, agents官员、雇员、代理人any member of its Group其集团的任何成员any subcontractor任何分包商performs services for or on behalf of为或代提供服务board of directors of the Company from time to time公司不时的董事会Business业务as so altered如变更所指Business Day营业日other than a Saturday or Sunday星期六或星期天之外的other than solely for trading and settlement in euro仅进行欧元交易与结算的除外on which banks are open for business银行开张营业Chairman董事长has the meaning in具有的含义bribery and corruption policy贿赂与腐败政策to the extent permitted by PRC laws applicable to the Company中国法律允许并适用于公司 total equity interest of the relevant company有关公司股权总额and/or及/或individually or collectively单独地或共同地to ensure that the activities and business of the relevant company are conducted in accordance with their wishes 有关公司的活动与业务按照他们的意愿进行的能力Deadlock Memoranda僵局备忘录Deadlock Notice僵局通知Deadlock Option Notice僵局选择权通知Defaulting Shareholder违约股东Default Notice违约通知Disposal处置in relation to an Equity Interest includes, without limitation就某股权而言，包括但不限于sale, assignment or transfer出售、让渡或转让creating or permitting to subsist创设或允许其存在any pledge, charge, mortgage, lien or other security interest or encumbrance 质押、抵押、留置或其他担保权益或者负担creating any trust or conferring any interest创设任何信托或授予任何权益any agreement, arrangement or understanding 协议、安排或者谅解the right to receive dividends股息收取权renunciation or assignment放弃或让渡subscribe or receive认购或收取Equity Interest 股权any agreement to do any of the above进行任何上述行为的任何协议 is conditional on compliance with the terms of this contract以遵守本协议为条件by operation of law以法律规定pursuant to PRC law根据中国法律规定including all rights and benefits包括全部权利与利益Event of Default违约事件General Manager总经理vice-General Manager副总经理wholly-owned subsidiary全资附属公司at the relevant time在相关时间点including, without limitation包括但不限于Group Transferee集团受让人as amended from time to time经不时修订Listing上市stock exchange证券交易Long Stop Date最后期限日MOFCOM商务部Ministry of Commerce of the PRC and/or any of its local branches中国的商务部及/或其任何地方机构Original Examination and Approval Authority原审批机关Original Holder原持有人Pre-contractual Statement前合同声明Prescribed Value规定价值the official currency of the PRC中国的法定流通货币SAIC国家工商总局State Administration of Industry and Commerce of the PRC and/or its local branches 中国的国家工商行政管理总局及/或其地方机构Shareholder Loan股东贷款Shareholder Loan Contract股东贷款合同Shareholders各股东the benefit of this contract is extended to本合同项下利益延及Specified Equity Interest特定股权Subscribed Equity Interest认购的股权Target Company目标公司Ultimate Parent最终母公司(if any)（如有）for the purposes of this definition在本定义中Working Hours工作小时数Interpretation解释In construing this contract, unless otherwise specified:解释本合同的过程中，除非另有规定：references to clauses and schedules 凡提及条款和附件gender性别shall be construed so as to include均应解释为包括any individual, firm, company, government, state or agency of a state, local or municipalauthority or government body or any joint venture, association or partnership 任何个人、商号、公司、政府、州或州机构、地方或市政机关或政府部门或任何合资企业、联营或合伙企业（无论是否具有独立法律人格）re-enacted重新颁布including within the phra se “Business Day”包括在词语“营业日”中的日shall be deemed to 应视为equivalent amount 等值金额Chinese Standard Time中国标准时间indemnifying and keeping him harmless进行赔偿并使其免受损害on an after tax basis在税后基础上all actions, claims and proceedings 所有行动、索赔和程序loss,damage, payments, costs or expenses损失、损害、付款、成本或费用amended, varied, novated or supplemented修订、变更、更新或补充other than in breach of the provisions of this contract但违反本合同规定的除外headings and titles标题和题目are for convenience only 仅为方便所设action, remedy, method of judicial proceeding,legal document, legal status, court, official or any legal concept or thing 行动、救济、司法程序方法、法律文件、法律地位、法庭、官方或任何法律概念或事物general words广义词语shall have the same force and effect具有同等效力expressly set out in the body of this contract如同本合同正文中明确规定Provisions not affected by conditionality不受条件影响的条款governmental, statutory or regulatory body其他政府、法律或监管部门satisfaction of Conditions满足条件shall use best endeavours应竭尽全力Non-satisfaction of Conditions未满足条件comes to the notice书面披露in all respects 所有条件automatically terminate 自动终止For the avoidance of doubt为避免产生疑问all rights and liabilities of the parties which haveaccrued before such termination shall continue to exist 双方在终止之前已经发生的所有权利和责任仍继续存在。
合资并购常用英语
15
Establishment Documentation
-Chinese and English versions -公司发起的文件准备 ---中英文文本
English and Chinese versions - which should prevail? 英文和中文文本-哪份有优先效力？ Documentation
• A Gentleman‘s Agreement? • 君 子 协 定？ • Respect for the Rule of Law in China • 遵守中国法律
Documentation
• Documentation – mandatory under law? • 提 供 适 当 文 件： 法 定 义 务？
17
•
US$30 million
•
公司发起的文件准备
- 投资总额和注册资本
法定比例
投资总额 注册资本占投资总额的比例
•
•
小于等于三百万美元
三百万美元到一千万美 元之间
•
•
70%
50%（例如：当投资总额少于 4。 2百万美元时，注册资本不得少于 2。1百万美元）
Establishment Documentation
-Essential Terms and Conditions -公司发起的文件准备 --- 必要条款
Sino-Foreign Equity Joint Venture Contract 中外合资经营企业合同
• •
Requirements under law 法律要求
Sale and Purchase / Acquisition Agreement (―S&P Agreement‖) 购 买/ 收 购 协 议
资产评估协议书英文范本
资产评估协议书英文范本ASSETS VALUATION AGREEMENTThis Assets Valuation Agreement (the "Agreement") is entered into as of [Insert Date], by and between [Insert Client Name], a [Insert Client's Jurisdiction] entity with a registered address at [Insert Client's Address] (hereinafter referred to as "Client"), and [Insert Valuation Firm Name], a [Insert Valuation Firm's Jurisdiction] entity with a registered address at [Insert Valuation Firm's Address] (hereinafter referred to as "Valuator").WHEREAS, Client desires to have an independent andprofessional evaluation of its assets; andWHEREAS, Valuator is a qualified and experienced firm in the field of asset valuation and is willing to provide such services to Client.NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties agree as follows:1. Scope of Services: Valuator shall provide a comprehensive valuation of the assets listed in Exhibit A (the "Valuation Assets"), in accordance with generally accepted valuation principles and standards.2. Valuation Methodology: The valuation shall be conducted using methods such as market approach, income approach,and/or cost approach, as deemed appropriate by Valuator.3. Deliverables: Upon completion of the valuation process, Valuator shall deliver to Client a written report (the "Valuation Report") detailing the valuation findings and conclusions.4. Confidentiality: Both parties shall treat all information obtained from the other party during the course of this Agreement as confidential and shall not disclose such information to any third party without the prior written consent of the disclosing party.5. Fees and Payment: Client shall pay Valuator a fee for the services rendered as detailed in Exhibit B. Payment terms are net [Insert Number of Days] days from the date of invoice.6. Term: This Agreement shall commence on the date firstabove written and shall continue until the earlier of (i) the completion of the valuation services, or (ii) the termination of this Agreement by either party upon [Insert Number of Days] days' written notice.7. Termination: Either party may terminate this Agreementupon breach of any material term hereof by the other party, provided that the breaching party has not cured the breach within [Insert Number of Days] days after receipt of written notice thereof.8. Indemnification: Client shall indemnify and hold harmless Valuator, its officers, directors, employees, and agents from and against any and all claims, damages, losses, and expenses arising out of or in connection with the services provided under this Agreement, except to the extent such claims arise from the gross negligence or willful misconduct of Valuator.9. Limitation of Liability: Valuator's liability for any claim, loss, damage or expense related to this Agreement, whether in contract, tort or otherwise, shall be limited tothe amount of fees paid by Client to Valuator under this Agreement.10. Governing Law and Dispute Resolution: This Agreementshall be governed by and construed in accordance with thelaws of [Insert Jurisdiction]. Any disputes arising out of or in connection with this Agreement shall be resolved by arbitration in accordance with the rules of [InsertArbitration Institution].11. Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.12. Amendments: This Agreement may be amended only in writing, signed by both parties.13. Severability: If any provision of this Agreement is heldto be invalid or unenforceable, such provision shall bestruck and the remaining provisions shall be enforced.14. Notices: All notices, requests, demands, and other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered personally or by overnight courier service, or three (3) days after being sent by certified or registered mail, postage prepaid, to the addresses set forth above or to such other address as either party may designate in writing.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.[Insert Client Name] [Insert Valuation Firm Name]By: ___________________________[Authorized Signature] [Authorized Signature]Name: ___________________________Date: ___________________________By: ___________________________[Authorized Signature]。
房屋买卖合同(英文版)6篇
房屋买卖合同（英文版）6篇篇1HOUSE SALE AND PURCHASE AGREEMENTSeller:Name: ________________________Address: ________________________Buyer:Name: ________________________Address: ________________________Agreement Date: ________________This agreement is made between the Seller and the Buyer for the sale and purchase of a property located at________________________ (hereinafter referred to as "the Property").1. Property Description:The Property is described as follows:- Address: ________________________- City/Town: ________________________- State/Province: ________________________- Zip/Postal Code: ________________________- Lot/Plot No.: ________________________ (if applicable)- Unit No., Apartment No., Floor No., etc.:________________________ (if applicable)- Size of land and building(s): ______________ square meters/square feet, with attached amenities, including ________.- Other details of the property such as surrounding amenities, fixtures, and fittings are specified in the sales brochure/marketing materials/previous agreements and are hereby confirmed by both parties.2. Purchase Price:The agreed purchase price for the Property is $____________ (USD). The amount shall be paid in full as per the terms stated below.3. Terms of Payment:a) A deposit of $____________ (USD) shall be paid by the Buyer to the Seller upon signing this Agreement.b) The balance of $____________ (USD) shall be paid on____________ (closing date) upon successful completion of property transfer procedures.c) All applicable transfer taxes and other costs related to the transfer shall be borne by the Buyer unless otherwise agreed.d) Details of any mortgage or financing arrangement, if applicable, are specified below: ________________________ .e) The payment schedule and terms are binding on both parties. Failure to adhere to the payment schedule may result in legal action and/or termination of this Agreement.4. Property Transfer:The Seller agrees to transfer ownership of the Property to the Buyer on the closing date specified in this Agreement. The Seller shall ensure that all necessary documents for property ownership transfer are provided and signed over to the Buyer on the closing date.5. Possession of Property:Unless otherwise agreed, the Seller shall ensure that possession of the Property is handed over to the Buyer on or before the closing date.6. Warranty and Condition of Property:The Seller guarantees that the Property is free from all legal claims and disputes and is being sold in its current condition. Any latent defects or issues with the Property shall be disclosed by the Seller prior to signing this Agreement.7. Disclosures and Disclosure Statement:The Seller shall provide a disclosure statement, disclosing all known defects or issues with the Property and any other information relevant to the sale. The Buyer shall thoroughly review this statement prior to signing this Agreement.8. Default in Contract Performance:In case of any default by either party in fulfilling the terms of this Agreement, the other party shall have the right to claim damages or seek legal remedies available under law.9. Law and Jurisdiction:This Agreement shall be governed by the laws of theState/Province where the Property is located, and any disputesarising out of this Agreement shall be subject to the jurisdiction of courts in that State/Province.10. Miscellaneous:a) This Agreement may not be modified or altered unless both parties agree in writing.b) Any additional terms and conditions agreed between the parties shall be documented in writing and made a part of this Agreement.c) This Agreement constitutes the entire understanding between the parties and no prior understanding or representations not specified herein shall be binding on either party.d) Failure by either party to exercise any right or remedy shall not constitute a waiver of any other rights or remedies available under this Agreement or otherwise under law.e) If any term of this Agreement is held invalid or unenforceable by a court of law, such invalidity or unenforceability shall not affect any other term or provision of this Agreement, which shall remain in full force and effect.f) This Agreement is made in duplicate originals, each party receiving an equal number of originals for their records.g) The original English version of this Agreement shall be deemed as authentic, and any translation provided for reference only.h) Both parties have read and fully understand this Agreement and agree to be bound by its terms.Seller Signature: ________________________Date: ________________________Buyer Signature: ________________________Date: ________________________Witness Signature (if applicable): ________________________篇2HOUSE PURCHASE AND SALE CONTRACTParty A: BuyerParty B: SellerI. Contract Background and PurposeThis contract is entered into by Party A and Party B for the purpose of buying and selling a house. The parties hereby agree to the following terms and conditions to ensure fair and equitable transactions.II. Property DescriptionThe property is located at [Address]. The house is in good condition, and all details, including its structure, size, amenities, and any other relevant information, are listed in the attached document.III. Contract Price and Payment Terms1. The total contract price for the property is [Price] USD.2. Payment terms: The buyer shall make an initial deposit of [Deposit Amount] USD upon signing this contract. The balance shall be paid in full upon completion of the property transfer and registration of the buyer's name in the property ownership certificate.3. All payments shall be made through bank transfers to the seller's designated account.IV. Property Ownership Transfer1. Upon full payment of the contract price, the seller shall transfer ownership of the property to the buyer.2. The seller shall ensure that there are no legal disputes or encumbrances on the property that could affect its ownership transfer or usage by the buyer.V. Closing Date and Conditions1. The closing date for this contract shall be [Closing Date].2. The sale shall be subject to customary conditions such as receiving necessary approval from governmental authorities, clearance of title, and completion of all paperwork required for property ownership transfer.VI. Representations and WarrantiesThe seller represents and warrants that:1. The property is owned by the seller in full and free of any legal disputes or encumbrances.2. All necessary documents pertaining to the property are genuine and accurate.3. The seller has the legal authority to sell the property and transfer ownership to the buyer.VII. Liabilities and Indemnification1. If the seller breaches this contract, the buyer shall have the right to terminate the contract and claim damages.2. The buyer shall indemnify the seller against any losses arising from the buyer's breach of contract or improper use of the property.VIII. Force MajeureIn case of force majeure events such as natural disasters, acts of war, government restrictions, or other unforeseeable circumstances, either party may suspend or terminate this contract without liability.IX. Miscellanea1. This contract is governed by the laws of [Country/State].2. Any disputes arising from this contract shall be resolved through negotiation or through legal means in [Country/State].3. This contract is binding upon both parties and their legal representatives.4. This contract is in duplicate, with each party holding one copy.5. Any amendments to this contract must be made in writing and signed by both parties.6. This contract becomes effective upon signature by both parties and shall remain valid until fully performed or terminated as per its terms.SIGNED BY:Party A: _____________________ (Signature)Date: _________________Party B: _____________________ (Signature)Date: _________________Witness: _____________________ (Signature)Date: __________________(Note: A witness is not required if both parties are present at the time of signing)_(End of Contract)篇3HOUSE PURCHASE AND SALE CONTRACTParty A: BuyerParty B: SellerIn accordance with the Contract Law of the People’s Republic of China and other relevant laws and regulations, Party A and Party B, upon friendly consultation and mutual equality, agree to purchase and sell a house through this contract.Article 1: Contract ObjectiveThe parties agree to purchase and sell the house located at [address] (hereinafter referred to as the “Property”) in accordance with the terms and conditions stipulated in this Contract.Article 2: Property Information1. Property Address: [address]2. Property Type: [type]3. Property Area: [area] square meters4. Ownership Certificate Number: [certificate number]5. Land Use Right Certificate Number: [certificate number]Article 3: Transaction Price and Payment Method1. The transaction price of the Property is ____ RMB (including/excluding tax).2. Payment method: The Buyer shall pay the Seller the total amount of ____ RMB on ____.Article 4: Terms of DeliveryThe Seller shall deliver the Property to the Buyer on ____ and ensure that the Property is free from any encumbrances or disputes.Article 5: Rights and Obligations of the Parties1. Party A shall pay the purchase price in accordance with Article 3.2. Party B shall ensure that the Property is legitimate and ensure that it is delivered to Party A on time.3. Both parties shall perform their respective obligations in a timely and honest manner, and assist each other in handling related procedures.Article 6:违约责任(违约责任in English)In case of any breach of contract by either party, the other party shall be entitled to claim compensation for all losses incurred due to such breach.Article 7: Contract Amendment and TerminationThis Contract cannot be unilaterally amended or terminated by any party without the consent of both parties. Any amendment or termination shall be made in writing and signed by both parties.Article 8: Settlement of DisputesAny dispute arising from or in connection with this Contract shall be settled firstly through friendly consultation between the parties. If no settlement can be reached, either party may submit the dispute to the court with jurisdiction over the Property location for resolution.Article 9: MiscellaneousThis Contract is made in duplicate, with both parties holding one copy each. This Contract becomes effective upon signature by both parties.Party A (Buyer): _________________________ Date: _________ Signature: _________________________ ID No./Company Registration No.: _________________________ Contact Information:_________ Email: _________ Phone No.: _________ Address:_________ Bank Account Information (if applicable): _________ Bank Name: _________ Account No.: _________Party B (Seller): _________________________ Date: _________ Signature: _________________________ ID No./Company Registration No.: _________________________ Contact Information: _________ Email: _________ Phone No.: _________ Address:_________ Bank Account Information (if applicable): _________ Bank Name: _________ Account No.: _________(Note: This is a template contract and should be used as a reference only. It is recommended to consult a professional legal advisor before signing any contract.)--- End of House Purchase and Sale Contract ---篇4HOUSE SALE AND PURCHASE CONTRACTThis House Sale and Purchase Contract ("Contract") is made and entered into on [Date] by and between [Seller's Full Name] (hereinafter referred to as the "Seller") and [Buyer's Full Name] (hereinafter referred to as the "Buyer").1. Property DescriptionThe Seller agrees to sell and the Buyer agrees to purchase the property located at [Address] (hereinafter referred to as the "Property"). The Property comprises of [describe the property in detail including its structure, land area, amenities, etc.].2. Property OwnershipThe Seller is the sole owner of the Property and is duly authorized to transfer ownership of the Property to the Buyer. The Seller guarantees that there are no third-party interests or encumbrances on the Property that would impede its transfer to the Buyer.3. Price and Payment TermsThe total purchase price for the Property is [Purchase Price] in United States currency. The Buyer shall pay the Purchase Price in full by [Payment Deadline]. The Seller shall provide a receipt for such payment.4. Transaction ConditionsThe transfer of ownership of the Property shall be subject to the following conditions:a) The Property shall be sold as is, without any warranty on its condition or defects, except for any latent defects that are disclosed in writing by the Seller.b) The Seller shall provide all necessary documents to prove ownership and ensure smooth transfer of ownership to the Buyer.c) The Buyer shall conduct any inspections of the Property as necessary prior to purchase. Any defects identified during these inspections must be disclosed by the Seller and agreed in writing by both parties before closing the sale.d) All outstanding debts, taxes, and other financial obligations related to the Property shall be paid by the Seller prior to the transfer of ownership.e) The Seller shall ensure that all applicable transfer taxes and fees are paid during the course of this transaction.5. Closing DateThe closing date for this sale shall be no later than [Closing Date]. Both parties shall meet at the closing to execute all necessary documents for the transfer of ownership of the Property.6. Warranty and RepresentationsThe Seller represents and warrants that:a) The Property is free from any legal action or litigation that could affect its ownership or transfer.b) All information provided by the Seller regarding the Property is true and accurate. Any misrepresentation or omission of fact by the Seller may constitute a breach of this Contract.7. DefaultIf any party fails to perform any obligation under this Contract, the other party may terminate this Contract and seek legal remedies for any losses incurred due to such default.8. Governing LawThis Contract shall be governed by and interpreted in accordance with the laws of [Country/State]. Any disputes arising out of or in connection with this Contract shall be resolved through binding arbitration or in accordance with the judicial procedures of [Country/State].9. Miscellaneousa) This Contract constitutes the entire agreement between the parties for the sale of the Property and no modifications shall be made unless agreed in writing by both parties.b) Any amendments or modifications to this Contract must be made in writing and signed by both parties.c) Failure by any party to exercise any right or remedy under this Contract shall not be a waiver of any other rights or remedies available to them.d) This Contract shall be binding on both parties and their respective heirs, representatives, and assigns.In witness whereof, the parties have executed this Contract on the date stated above.Seller: _____________________ Date: ________________Buyer: _____________________ Date: ________________Signature Block (if applicable):(Signature) (Date) (Seller's Name) (Buyer's Name) (Witness Signature if applicable) (Witness Date if applicable) (Witness Name if applicable) Please note that this contract should be printed on legal size paper for proper formatting. 无论您的具体需求是什么，请在签署任何合同之前寻求专业法律咨询以确保您的权益得到充分保护。
【合同协议范本】资产收购合同范本范本
【合同协议范本】资产收购合同范本范本英文回答：Asset Purchase Agreement Template。
An asset purchase agreement (APA) is a legal contract that outlines the terms and conditions of the sale of assets from one entity to another. It is used when a company wants to sell all or a portion of its assets, such as property, equipment, inventory, or intellectual property rights.When drafting an APA, there are a number of key provisions that should be included, such as:The purchase price and payment terms: This section should specify the total purchase price, as well as the schedule for payments.The assets being sold: This section should provide adetailed list of the assets that are being sold, including their description, quantity, and location.The representations and warranties of the seller: This section should include statements from the seller about the condition of the assets and the seller's ownership of the assets.The representations and warranties of the buyer: This section should include statements from the buyer about its ability to purchase the assets and its intended use of the assets.The closing conditions: This section should specify the conditions that must be met before the closing of the sale, such as the obtaining of regulatory approvals or the completion of due diligence.Once the APA has been drafted, it should be reviewed by both parties' attorneys to ensure that it accurately reflects their intentions and protects their respective interests.Here is an example of a simple APA:Asset Purchase Agreement。
认购协议(中英文)
Exhibit A to Confidential Private Placement Memorandum forPath Tower Seattle, LPSUBSCRIPTION AGREEMENTPath Tower Seattle, LP机密私募配售备忘录附件A认购协议In making an investment decision, investors must rely on their own examination of the Company and the terms of the offering, including the merits and risks involved. The Units (defined in Section 1 below) have not been recommended, approved, or disapproved by the United States Securities and Exchange Commission (“SEC”), any state securities commission, or any other regulatory authority within the United States or any foreign jurisdiction. None of the foregoing authorities have passed upon, or endorsed the merits of, this Offering or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offense.在作出投资决定时，投资人必须依赖其自己对本公司及发售条款（包括相关优势及风险）的调查。
陈述和保证 - 资产收购协议 (英文版)
REPRESENTATIONS AND WARRANTIESFOR AN ASSET PURCHASE AGREEMENTTABLE OF CONTENTS1.REPRESENTATIONS AND WARRANTIES OF THE VENDOR AND THE PRINCIPAL 11.1Representations and Warranties (1)(a)Corporate (1)(b)Authorization of Agreement (2)(c)Property (2)(d)Leases of Real Property (3)(e)Title to Purchased Assets (4)(f)Rights to Acquire Purchased Assets (4)(g)Leases of Personal Property (5)(h)Contracts (5)(i)Intellectual Property. (5)(j)Location of Assets (6)(k)Equipment (6)(l)Inventories (6)(m)Accounts Receivable (7)(n)Insurance (7)(o)Sufficiency of Assets (7)(p)Financial Statements (7)(q)Books and Records (8)(r)Material Change (8)(s)Taxes (10)(t)Employment Matters. (10)(u)Validity of Transactions (11)(v)Compliance with Laws (11)(w)Litigation (12)(x)Environmental Claims (12)(y)Truth and Accuracy of Schedules (13)(z)Disclosure (13)2.REPRESENTATIONS AND WARRANTIES OF THE PURCHASER (14)2.1Representations and Warranties (14)(a)Corporate (14)(b)Authorization of Agreement (14)(c)Validity of Transactions (14)2.2Non-Waiver (15)2.3Nature and Su rvival of Vendor’s Representations and Warranties (15)2.4Survival of Purchaser’s Representations and Warranties (15)ASSET PURCHASEREPRESENTATIONS AND WARRANTIES1.REPRESENTATIONS AND WARRANTIES OF THE VENDOR AND THEPRINCIPALThe obligations of the Principal are joint and several with the Vendor. Alternatively, the Principal’s obligations could be contained in a guarantee agreement to be delivered at Closing. In such case, representations of the Guarantor should be included therein including its due incorporation and corporate power and authority to deliver the Guarantee Agreement and any other representations and warranties deemed to be appropriate.If acting for the Vendor, many of these representations and warranties should be qualified by “materiability” and “best-of-knowledge” qualifications. If the Vendor’s counsel insists on a materiability qualification, that qualification should be restricted to relate to specific factual representations, as opposed to having the Vendor responsible for only material liabilities.Also consider adding “after due inquiry” on certain representations if acting for the Vendor.1.1Representations and WarrantiesThe Vendor and the Principal hereby jointly and severally make the following representations and warranties and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and in purchasing the Purchased Business and the Purchased Assets from the Vendor:(a)CorporateThe Vendor is a corporation duly incorporated and organized and is validly existingunder the laws of the People’s Republic of China. The Vendor has the requisitecorporate power and authority to own or lease its property and to carry on thePurchased Business and to sell the Purchased Assets to the Purchaser and otherwiseperform its obligations pursuant to this Agreement. The Vendor has made all filingsand registrations under all applicable laws and is duly qualified as a corporation tocarry on business, and is in good standing, in each jurisdiction in which the nature ofthe Purchased Business, or the property owned or leased by the Vendor makes suchqualification necessary. If the Purchased Assets were to include shares of materialsubsidiary corporations, representations regarding the corporate authority of suchsubsidiaries to carry on their business should be included. Many of therepresentations characteristic of share purchase transactions may also be appropriate,such as representations regarding validity of transactions, consent to transactionsgenerally, licensing in all jurisdictions, absence of pre-emptive subscription rights,absence of options to purchase assets or shares of such subsidiaries, and absence of guarantees given by such subsidiaries.If acting for the Vendor, it may be appropriate to replace “validly existing” with “has not been dissolved” if the contents of the opinion of the Vendor’s counsel is directly tied to specific representations and warranties.(b)Authorization of AgreementThis Agreement has been duly authorized, executed and delivered by the Vendor and constitutes a valid and binding obligation of the Vendor, enforceable against it in accordance with its terms.(c)Property(i)Real PropertiesThe Vendor has owned or leased the real properties in compliance with allapplicable laws. The Vendor is duly licensed, registered or qualified andduly possesses all licenses, permits, quotas and approvals (the “RealProperties Licenses”) to enable the real properties to be owned or leased asnow conducted in compliance with the applicable laws. The Real PropertiesLicenses are described in Schedule [ ]. The Real Properties Licenses arevalid and subsisting and in good standing and there has been no violation inrespect thereof. The Real Properties Licenses are transferable to thePurchaser pursuant to this Agreement except to the extent set out in Schedule[ ]. There are no material limitations or restrictions on the possession orlease of the real properties by the Vendor.(ii)Other Tangible AssetsAll of the other tangible assets, including but not limited to machinery,equipment, vehicles, furniture, office equipment, computer hardware andsoftware wherever situate and owned by the Vendor is set out in Schedule[ ], and except as set out in Schedule [ ] all of the foregoing assets areowned free and clear of all Encumbrances.(iii)Intellectual Properties。
AssetPurchaseAgreement(AmendmentNo.1)资产购买协定.doc
Asset Purchase Agreement (Amendment No.1)资产购买合同-The Parties are parties to that certain Asset Purchase Agreement dated as of _________,_________,_________(M,D,Y) (the ASSET PURCHASE AGREEMENT ), pursuant to which the Parties have agreed to certain conditions and restrictions relating to a transaction in which the Buyer will purchase all of the assets (and assume certain of the liabilities) of the Commerce Product Business unit of the Seller in return for shares of common stock of the Buyer.The Parties agree as follows:Extension of Termination Date. Sections 9(a)(ii) and (iii) of the Asset Purchase Agreement governing termination are hereby deleted in their entirety and are amended to read in their entirety as follows:(i) the Buyer may terminate this Agreement by giving written notice to the Seller at any time prior to the Closing (A) if any of the conditions set forth in Section 7(a) of this Agreement shall have become incapable of fulfillment and shall not have been waived by the Seller, or (B) if the Closing shall not have occurred on or before_________,_________,_________(M,D,Y), by reason of the failure of any condition precedent under Section 7(a) hereof (unless the failure results primarily from the Buyer itself breaching any representation, warranty, or covenant contained in this Agreement); or(ii) the Seller may terminate this Agreement by giving written notice to the Buyer at any time prior to the Closing (A) if any of the conditions set forth in Section 7(b) of this Agreement shall have become incapable of fulfillment and shall not have been waived by the Seller, or (B) if the Closing shall not have occurred on or before _________,_________,_________(M,D,Y), by reason of the failure of any condition precedent under Section 7(b) hereof, unless the failure results primarily from the Seller itself breaching any representation, warranty, or covenant contained in this Agreement.EFFECT OF THE AMENDMENT.All references to the Asset Purchase Agreement or any related document shall mean the Asset Purchase Agreement as amended by this Amendment. Except as specifically amended above, the Asset Purchase Agreement shall remain in full force and effect in the original form agreed by the Parties, and is hereby ratified andconfirmed.DESCRIPTIVE HEADINGS.The descriptive headings of this Amendment are inserted for convenience only and do not constitute a part of this Amendment.GOVERNING LAW.This Amendment shall be governed by and construed and enforced in accordance with the domestic laws of the State of California.COUNTERPARTS.This Amendment may be executed and delivered in counterparts, each of which shall constitute an original, and all of which together shall constitute one Amendment. A facsimile, telecopy or other reproduction of this Amendment may be executed by either Party, and an executed copy of this Amendment may bedelivered by either Party by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such Party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes.IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 on the date first written above.BBB CORPORATION AAA, INC.By:_________ By:_________Name:_________ Name:_________Title:_________ Title:_________Asset Purchase Agreement (Amendment No.2)资产购买合同-The Parties are parties to that certain Asset Purchase Agreement dated as of _________,_________,_________(M,D,Y), as amended by Amendment No. 1 to Asset Purchase Agreement dated as of _________,_________,_________(M,D,Y)(as it may be amended or otherwise modified from time to time, the ASSET PURCHASE AGREEMENT ), pursuant to which the Parties have agreed to certain conditions and restrictions relating to a transaction in which the Buyer will purchase all of the assets (and assume certain of the liabilities) of the Commerce Product Business unit of the Seller in return for shares of common stock of the Buyer.The Parties agree as follows:Extension of Termination Date. Sections 9(a)(ii) and (iii) of the Asset Purchase Agreement governing termination are hereby deleted in their entirety and are amended to read in their entirety as follows:(vi) the Buyer may terminate this Agreement by giving written notice to the Seller at any time prior to the Closing (A) if any of the conditions set forth in Section 7(a) of this Agreement shall havebecome incapable of fulfillment and shall not have been waived by the Seller, or (B) if the Closing shall not have occurred on or before _________,_________,_________(M,D,Y), by reason of the failure of any condition precedent under Section 7(a) hereof (unless the failure results primarily from the Buyer itself breaching any representation, warranty, or covenant contained in this Agreement); or(vii) the Seller may terminate this Agreement by giving written notice to the Buyer at any time prior to the Closing (A) if any of the conditions set forth in Section 7(b) of this Agreement shall have become incapable of fulfillment and shall not have been waived by the Seller, or (B) if the Closing shall not have occurred on or before _________,_________,_________(M,D,Y), by reason of the failure of any condition precedent under Section 7(b) hereof, unless the failure results primarily from the Seller itself breaching any representation, warranty, or covenant contained in this Agreement.EFFECT OF THE AMENDMENT.All references to the Asset Purchase Agreement or any related document shall mean the Asset Purchase Agreement as amended by this Amendment. Except as specifically amended above, the AssetPurchase Agreement shall remain in full force and effect in the original form agreed by the Parties, and is hereby ratified and confirmed.DESCRIPTIVE HEADINGS.The descriptive headings of this Amendment are inserted for convenience only and do not constitute a part of this Amendment.GOVERNING LAW.This Amendment shall be governed by and construed and enforced in accordance with the domestic laws of the State of California.COUNTERPARTS.This Amendment may be executed and delivered in counterparts, each of which shall constitute an original, and all of which together shall constitute one Amendment. A facsimile,telecopy or other reproduction of this Amendment may be executed by either Party, and an executed copy of this Amendment may be delivered by either Party by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such Party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes.The parties have caused this Amendment No. 2 to Asset Purchase Agreement to be executed by their duly authorized officers as of the day and year first written above.BBB CORPORATION AAA, INC.By:_________ By:_________Name:_________ Name:_________Title:_________ Title:_________。
Purchase Agreement (中英文简化版)
Purchase Agreement (中英文简化版) Purchase Agreement (购买协议)Parties (相关方)This Purchase Agreement (hereinafter referred to as "Agreement") is entered into between:- [Buyer's Name] (购买方名称), with its registered address at [Buyer's Address] (购买方地址)- [Seller's Name] (销售方名称), with its registered address at [Seller's Address] (销售方地址)Hereinafter collectively referred to as the "Parties." (以下简称"相关方")Description of Goods (商品描述)The Seller agrees to sell and the Buyer agrees to purchase the following goods (以下简称"商品"):- Description of Goods 1 (商品1描述)- Description of Goods 2 (商品2描述)- Description of Goods 3 (商品3描述)Purchase Price (购买价格)The purchase price (购买价格) for the Goods shall be [Purchase Price] (购买价格) [currency]. The Buyer shall make the payment in [terms of payment] (支付方式).Delivery (交付)Acceptance (验收)Upon receipt of the Goods, the Buyer shall have [number] days to inspect and accept the Goods. If the Goods do not conform to the agreedspecifications, the Buyer shall notify the Seller within the specified period.If the Goods are accepted, the Buyer shall sign an acceptance certificate (验收证书) to confirm the receipt and acceptance of the Goods.Title and Risk of Loss (所有权和风险)Title and risk of loss for the Goods shall pass from the Seller to the Buyer upon delivery and acceptance of the Goods.Warranty (保修)The Seller warrants that the Goods shall be free from defects in materials and workmanship for a period of [Warranty Period] (保修期) from the date of delivery. If any defects are discovered during the Warranty Period, the Seller shall be responsible for repair or replacement of the defective Goods at its own expense.Governing Law and Jurisdiction (法律适用和管辖)This Agreement shall be governed by and construed in accordance with the laws of [Governing Law] (适用法律). Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [Jurisdiction] (管辖地).Entire Agreement (完整协议)This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements, whether oral or written.Counterparts (签署方式)This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.In witness whereof, the Parties have executed this Purchase Agreement as of the Effective Date.购买方 (Buyer): 销售方 (Seller):__________________________________________________________________Buyer's Name (购买方名称) Seller's Name (销售方名称)Date (日期): Date (日期):__________________________________________________________________[Buyer's Authorized Signature] [Seller's Authorized Signature]。
Purchase Agreement, Amending
Amending a Purchase AgreementThis agreement amends an earlier Purchase Agreement (“Agreement”) dated ________ and signed by the parties. The original agreement is attached as Exhibit 1.Whereas, the parties entered into the original Purchase Agreement for their mutual benefit, they now wish to amend that Purchase Agreement (“Amended Agreement”) in accordance with the terms and conditions in that agreement, namely in writing and signed by both parties.Therefore in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:1. The parties agree that the recitals above are true and correct in all material respects.2. The Buyer and the Seller agree that the Agreement is hereby modified and amendedas follows in Exhibit 2.3. The Seller and the Buyer hereby confirm and ratify that all other terms and conditionsof the Agreement are in full force and effect, and unamended except as expressly provided in this Amended Agreement.4. This Agreement may be executed in two counterparts, each of which when soexecuted shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.5. Notices.Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or a recognized over night delivery service such as FedEx.If to the Buyer: _____________________________________________________.If to the Seller: ___________________________________________________.6. No Waiver.The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.7. Entirety of Agreement.The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.8. Governing Law.This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.9. Headings in this AgreementThe headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.10. Severability.If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.In Witness whereof, the parties have executed this Agreement as of the date first written above._________________________ _______________________ Buyer Seller___________________DateExhibit 1: Original AgreementExhibit 2: Amended terms of AgreementAmending a Purchase AgreementReview ListThis review list is provided to inform you about the document in question and assist you in its preparation. Amending an agreement is customary yet rarely done in writing even though it is called for in the original document. It is far better to be the proverbial “safe than sorry,” and use this form for work order or other changes to your purchase agreements whether for small items or large complicated purchases.In a fluid transaction this also cuts down on the confusion of memory that inevitably occurs as the parties remember clearly what they wanted but often forget, conveniently or otherwise, what they gave up to get what they wanted. This Amending a Purchase Agreement helps reduce these problems.1. As with similar agreements, sign in multiple copies giving one to each party, if alarge purchase or an important one ratify a copy and include it in the minute book, and keep a copy in the file appropriate to the subject. You may also elect to make a backup copy for your own file at work or home.。
股权购买协议英文翻译
股权购买协议英文翻译Equity Purchase AgreementThis Equity Purchase Agreement ("Agreement") is made and entered into as of [insert date] by and between [Company A], a corporation duly organized and existing under the laws of [insert country], with its principal place of business at [insert address] ("Seller"), and [Company B], a corporation duly organized and existing under the laws of [insert country], with its principal place of business at [insert address] ("Buyer").WHEREAS, Seller desires to sell, and Buyer desires to purchase, equity interests in [insert name of company], a corporation duly organized and existing under the laws of [insert country] (the "Company").NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants contained herein, the parties agree as follows:1. Basic Information of the Parties. The parties affirm that they have the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated herein. The basic information of each party is as follows:(a) Seller: [insert name of company], a corporation duly organized and existing under the laws of [insert country], with its principal place of business at [insert address];(b) Buyer: [insert name of company], a corporation duly organized and existing under the laws of [insert country], with its principal place of business at [insert address].2. Identity, Rights, Obligations, Performance, Term, and Breach. The parties shall comply with all applicable laws and regulations of China in connection with the performance of this Agreement. The identity, rights, obligations, performance, term, and breach of each party shall be as follows:(a) Seller represents and warrants that it is the lawful owner of the equity interests in the Company that are being sold to Buyer, free and clear of any liens or encumbrances;(b) Buyer agrees to purchase the equity interests in the Company from Seller on the closing date specified in Section 3 below;(c) Seller agrees to transfer to Buyer, on the closing date, the equity interests in the Company being sold by Seller to Buyer, free and clear of any liens or encumbrances;(d) Buyer shall pay the purchase price for the equity interests in the Company to Seller in accordance with the terms and conditions set forth in Section 3 below;(e) This Agreement shall become effective on the closing date specified in Section 3 below and shall remain in effect until the respective parties have performed all of their obligations hereunder;(f) In the event of a breach of this Agreement by either party, the non-breaching party shall have all rights and remedies available at law or in equity.3. Closing. The closing of the purchase and sale of the equity interests in the Company shall take place on [insert date], at [insert location], or at such other time or place as the parties may mutually agree upon (the "Closing").(a) On the Closing, Buyer shall deliver to Seller the purchase price for the equity interests in the Company by wire transfer or other acceptable form of payment;(b) Seller shall deliver to Buyer the documents necessary to evidence the transfer of the equity interests in the Company to Buyer, including, but not limited to, share certificates, stock powers, and any necessary notarizations or filings with the relevant authorities.4. Binding Effect; Governing Law; Amendments. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement shall be governed by and construed in accordance with the laws of China. This Agreement may be amended,modified, or supplemented only in writing and signed by both parties.5. Entire Agreement; Severability. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deemed to be modified or limited to the extent necessary to make it valid and enforceable, and the remaining provisions of this Agreement shall remain in full force and effect.6. Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be given or made to the addresses set forth in Section 1 above, or to such other address as the party to be served may designate by written notice to the other party.7. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party.8. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.9. Legal Effect and Enforceability. The parties acknowledge and agree that this Agreement is fully enforceable to the extent required by applicable law. The parties further acknowledge and agree that all terms and conditions of this Agreement are legallybinding and shall be enforceable in accordance with their respective terms.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.[insert signature blocks]。
英文资产评估业务约定书
Assets Appraisal Engagement LetterParty A:Party B: **** Asset Appraisal Co.,Ltd.Assets Appraisal Engagement Letter Letter No.Party A:Address:Party B: ***** Asset Appraisal Co.,Ltd.Address:Party A intends to .For this reason, Party A entrusts Party B as appraisal institution, and Party B agrees to accept the commission.After some negotiation, in accordance with relevant state laws and regulations, Party A and Party B have reached the following agreements:First, Purpose of assets appraisalSecond, Object and scope of assets appraisalThe specific type and quantity of the appraisal scope is in accordance with the assets and liabilities list provided by the commissioning party.Third, Base date of appraisalFourth, The users of assets appraisal report:1. The Client:2. Other users of the assets appraisal report:Besides the relevant state laws and regulations, there are no other users of the report.Fifth, The deadline to submit appraisal report and the wayParty A shall provide assessment declaration form, related approvals, ownership proof of assets and the corresponding data; while Party B receives the full appraisal materials and data, and makes a confirmation of the data.10 days after the confirmation date (excluding statutory holidays), Party A finishes the appraisal work, and provide the formal appraisal report to Party A by mail.Force Majeure factors require an extension or early completion of the appraisal work, A and B sides need to be negotiated.Sixth, Total service fee, time and manner of the appraisal service1. Appraisal payments: Cheque□Cash□Postal Order □Others□2. Methods of appraisal charging :The charging fees is received according to state regulation uniform standards.The total charges is yuan.50% of the total charges, that is yuan, should be prepaid on the signing day; then 40% of the total charges, that is .00 yuan, should be paid when the draft report is finished and exchanging views; the rest of the appraisal charges should be paid when formal appraisal report is submitted.Seventh, Rights and obligations of both sidesRights of Party A:1. The right to request Party B to submit the appraisal report according to the appointed time;2. The right to request Party B to keep Party A's trade secrets, and it is not allowed that Party B should provide or disclose the contents of the asset appraisal report to others besides appraisal authorities and enterprise director;3. The right to request Party B to make explanation of the appraisal report premise that not to interfere with appraisal work.Obligations of Party A:1. Once the Engagement Letter is signed, Party A shall not entrust other appraisal institutions to carry on the appraisement for the same content before the engagement is discharged or terminated, and shall not amend the engagement or reduce the appraisal charges by improper reasons;2. Safeguarding integrity of the assets and assure that the information providing to the appraisal project is timely, legitimate, true and complete;3. Providing with all accounting data and other relevant information which is requested by the appraisal work timely;4. Providing with necessary working conditions and working in conjunction with appraisal people sent by Party B;5. Party A should in charge of the co-ordination between the CPVs and related parties according to the needs of appraisal business;6. Party A or the property holders should have a confirmation of the appraisal schedule and the relevant supporting documents which providing by them in the means of signing and sealing;7. Paying the appraisal charges in full and timely according to the agreement items; if the appraisal work is interrupted caused by Party A , Party A should pay the appraisal service charges corresponding the amount of work which has been done by Party B;8. Undertaking related costs of this appraisal business, including: 、、;9. Providing all information needed by the appraisement before the date of .Rights of Party B:1. The right to receive appraisal charges in full according to the total charges signing onthe Engagement Letter;2. The right to reject the unreasonable request put forward by Party A to interfere with the appraisal work;3.The right to make explanation of the appraisal report.Obligations of Party B:1. Compliance with relevant laws, regulations, and assets appraisal criteria, and carrying out the analysis, estimation of the appraisal object's value and expressing professional opinions on the appraisal base date and particular purpose;2. Finishing the appraisal work following the specified time premise that Party A fulfill the obligations in this agreement, submitting the appraisal report at the appointed time, premise that the appraisal work carried out normally;3．Keep trade secrets strictly which getting in the process of appraisal work.Without the permission of Party A, Party B shall not disclose the trade secrets and information provided by Party A;4. It is the obligation of Party B to make explanation of the appraisal report to Party A, without the permission of Party A, the CPVs and appraisal institution shall not provide the content of the appraisal report to third parties or public, except that particular items of the laws and regulations.Eighth, Responsibility of using the appraisal report1. Party B provides Party A with copies of appraisal report.2. The appraisal report could only be used by Party A and other users allowed in this agreement, except that particular items of the laws and regulations.3.Party A should understand the appraisal report reasonably and use it properly, CPVs and appraisal institution will not assume the responsibility for the consequences caused by improper use of the appraisal report by Party A and other users.4. Without the permission of appraisal institution, the content of appraisal report shall not be excerpted, quoted or disclosed by mass media, except that particular items of the laws and regulations and agreement made by related parties.5.Without obtaining written permission from Party A, Party B and its appraiser shall not provide the appraisal content to third parties except that particular items of the laws and regulations.Ninth, The agreed validity periodThis Engagement Letter is made of three copies, Party A has one copy and Party B has two copies, each copy has the same legal effect.This Engagement Letter will come into effect since the date of signing day, and has the validity in the valid period and before the agreed project has been totally finished.Tenth, Modifying or terminating the agreement1. Afer signing the Engagement Letter, if any uncertainty is found by each signing side, or the appraisal procession should be added because of restrictions and the agreed items should be adjusted, both sides should negotiate about it and amend the related items in the engagement letter timely, and sign the additional agreement or cancel the engagement letter.2. After signing the Engagement Letter , both sides should sign the additional agreement or cancel the Engagement Letter if the appraisal purpose, appraisal object, appraisal base date has changed or the appraisal scope has significant changed.3. When the objective conditions changed, both sides could change the agreed content through consultation; if the appraisal conditions are not qualified or unforeseen circumstances occurred, which affect the finish of the appraisal work on schedule, both sides could change the agreed items or terminate performance of this agreement, but the side should notify the other, and make settlement through consultation by both sides.4．Party B may suspend the performance of this agreement if the appraisal procession is restricted and make significant influence on the appraisal results correspond to the appraisal purpose; if relevant restrictions shall not be excluded, the appraisal institution could terminate this engagement letter.After terminating the engagement letter, the amount of appraisal charges received or returned should follow the workload finished by Party B through settlement made by consultation of both sides.Eleventh, The obligation of violation1. If this engagement letter is terminated thanks to Party A, the advanced receives will offset the loss of Party B, if the appraisal report is submitted, the rest appraisal charges should be paid; if this engagement letter is terminated thanks to Party B, the advancedreceives should be all returned and assume 20% liquidated damages of the total appraisal charges.2. If each side cannot perform the engagement letter due to force majeure, the responsibilities should be partly or totally exempted, besides particular regulations of law.Twelfth, Resolution of disputesWhen disputes are occurred in the process of performing the agreements, the two sides should determine the way and place to resolute the disputes according to the "Contract Law of The People's Republic of China".Thirteenth, Engagements made by the two sides of other relevant mattersParty A（seal）: Party B（seal）:Representative（signature）: Representative（signature）: Tel: Tel:Contact Person: Contact Person:Fax: Fax:E-mail: E-mail:Signature Address: Signature Date:。
AssetPurchaseAgreement资产购买合同_1.doc
AssetPurchaseAgreement资产购买合同_1.docAsset Purchase Agreement资产购买合同- Seller hereby represents and warrants to Purchaser as follows:2.1. Corporate Existence. Seller is a corporation duly incorporated, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Seller has full corporate and other power and authority to conduct the Business as and to the extent now conducted by it, and to transfer (pursuant to this Agreement) the Purchased Assets.2.2. Authority. Seller has full corporate power and authority to execute and deliver this Agreement and the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All corporate and other acts or proceedings required to be taken by Seller to authorize the execution, delivery and performance of this Agreement and all transactions contemplated hereby have been duly and properly taken. This Agreement is and the Related Agreements will be duly executed and delivered by the Seller and is and will be the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with their terms.2.3. Consents and Approvals; No Violation. Except as disclosed on Schedule 2.3 hereto, the execution, delivery and performance by the Seller of this Agreement and the documents and instruments to be executed and delivered by Seller pursuant hereto do not and will not: (a) violate any provision of the Seller’s articles of incorporation or bylaws; (b) require any consent, approval, authorization or action by, notice or disclosure to, or filing or registration with, or permit of, any governmentalbody, agency or official, or court except for the applicable requirements of the HartScottRodino Antitrust Improvements Act of 1976, as amended (the HSR Act (c) contravene or constitute a default under any indenture, mortgage, lease or other agreement to which the Seller is a party or is bound, or by which any of the properties or assets of the Seller may be bound or affected (other than any consents which may be required in connection with the assignment to Purchaser of any Contracts or Commitments) (Schedule 2.3 further sets forth, to the Knowledge of Seller, those written agreements which require the consent of third parties in connection with the assignments thereof to Purchaser); or (d) result in a violation of any law, statute, ordinance, regulation, judgment, injunction, order, decree or award of any court or governmental authority or body having jurisdiction over the Seller or is bound, or by which any of the properties or assets of the Seller may be bound or affected.2.4. Legal Proceedings. Except as disclosed on Schedule 2.4。
正式投资协议书的英文缩写
正式投资协议书的英文缩写SPA (Share Purchase Agreement)PARTIES:This Share Purchase Agreement (“Agreement”) is made and entered into on [date] by and between [Party A], a [country]-based [type of entity] with registered address at [address] (“Buyer”), and [Party B], a [country]-based [type of entity] with registered address at [address] (“Seller”).IDENTIFICATION:Seller shall sell to Buyer [number] shares (the “Shares”) of [company name], a [type of entity] incorporated under the laws of [country or state of incorporation] (the “Company”), representing [percentage]% of the total issued and outstanding shares of the Company as of the Closing Date, for a total purchase price of [amount in currency] (the “Purchase Price”).TERMS:1. Closing Date: The purchase of the Shares shall be completed on [date] (the “Closing Date”).2. Obligations of Seller: Seller shall transfer and deliver the Shares to Buyer on the Closing Date and shall provide all necessary information and documentation related to the Company and the Shares to Buyer.3. Obligations of Buyer: Buyer shall pay the Purchase Price to Seller on the Closing Date and shall provide all necessary information and documentation related to the Buyer to Seller.4. Representations and Warranties: Each Party represents andwarrants that it has the legal capacity, authority and power to enter into and perform its obligations under this Agreement, and that the execution, delivery and performance of this Agreement will not violate any law, regulation, or agreement to which it is bound.5. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the People’s Republic of China.6. Dispute Resolution: Any dispute arising out of or related to this Agreement shall be resolved through arbitration administered by the China International Economic and Trade Arbitration Commission (CIETAC) in accordance with its rules. The seat of arbitration shall be [city], and the language of the arbitration shall be English.7. Entire Agreement: This Agreement represents the entire agreement between the Parties concerning the purchase of the Shares and supersedes all prior negotiations, understandings, and agreements between the Parties.8. Amendments: This Agreement may be amended only in writing signed by both Parties.9. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.[Party A]By: [signature]Title:Date: [Party B] By: [signature] Title:Date:。
资产购买合同及协议
资产购买合同及协议FIRST AMENDMENT TO AMENDED AND RESTATED MASTER SALE AND PURCHASE AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED MASTER SALE AND PURCHASE AGREEMENT， dated as of June 30， 2009 （this ＂Amendment＂）， is made by and among General Motors Corporation， a Delaware corporation （＂Parent＂）， Saturn LLC， a Delaware limited liability company （＂S LLC＂），Saturn Distribution Corporation， a Delaware corporation （＂S Distribution＂），Chevrolet-Saturn of Harlem，Inc.， a Delaware corporation （＂Harlem，＂ and collectively with Parent， S LLC and S Distribution，＂Sellers，＂ and each a ＂Seller＂）， and NGMCO， Inc.，a Delaware corporation and successor-in-interest to Vehicle Acquisition Holdings LLC， a Delaware limited liability company （＂Purchaser＂）。
WHEREAS， Sellers and Purchaser have entered into that certain Amended and Restated Master Sale and Purchase Agreement， dated as of June 26，2009 （the ＂Purchase Agreement＂）； and WHEREAS， the Parties desire to amend the Purchase Agreement as set forth herein. NOW， THEREFORE， in consideration of the foregoing and the mutual agreements contained in this Agreement， and for other good and valuable consideration， the value，receipt and sufficiency of which are acknowledged， the Parties hereby agree as follows：Section 1. Capitalized Terms. All capitalized terms used but not defined herein shall have the meanings specified in the Purchase Agreement. Section 2. Amendments to Purchase Agreement.（a） Section 2.3（a）（v）of the Purchase Agreement is hereby amended and restated in its entirety to read as follows：（v） all Liabilities of Sellers （A） arising in the Ordinary Course of Business during the Bankruptcy Cases through and including the Closing Date， to the extent such Liabilities are administrative expenses of Sellers＂ estates pursuant to Section 503（b） of the Bankruptcy Code and（B） arising prior to the commencement of the Bankruptcy Cases， to the extent approved by the Bankruptcy Court for payment by Sellers pursuant to a Final Order （and for the avoidance of doubt， Sellers＂ Liabilities in clauses （A） and （B） above include all of Sellers＂ Liabilities for personal property Taxes， real estate and/or other ad valorem Taxes， use Taxes， sales Taxes， franchise Taxes， income Taxes， gross receipt Taxes，excise Taxes， Michigan Business Taxes and Michigan Single Business Taxes and other Liabilities mentioned in the Bankruptcy Court＂s Order - Docket No. 174）， in each case， other than （1） Liabilities of the type described in Section 2.3（b）（iv）， Section 2.3（b）（vi）， Section 2.3（b）（ix）and Section 2.3（b）（xii），（2） Liabilities arising under any dealer sales and service Contract and any Contract related thereto， to the extent such Contract has been designated as a Rejectable Executory Contract，and （3） Liabilities otherwise assumed in this Section 2.3（a）；（b） Section 2.3（a）（ix） of the Purchase Agreement is hereby amended and restated in its entirety to read as follows：（ix） all Liabilities to third parties for death， personal injury，or other injury to Persons or damage to property caused by motor vehicles designed for operation on public roadways or by the component parts of such motor vehicles and， in each case， manufactured， sold or delivered by Sellers （collectively，＂Product Liabilities＂）， which arise directly out of death， personal injury or other injury to Persons or damage to property caused by accidents or incidents first occurring on or after the Closing Date and arising from such motor vehicles＂ operation or performance （for avoidance of doubt， Purchaser shall not assume，or become liable to pay， perform or discharge， any Liability arising or contended to arise by reason of exposure to materials utilized in the assembly or fabrication of motor vehicles manufactured by Sellers and delivered prior to the Closing Date， including asbestos， silicates orfluids， regardless of when such alleged exposure occurs）；（c） Section 2.3（b）（xii） of the Purchase Agreement is hereby amended and restated in its entirety to read as follows：（xii） all workers＂ compensation Claims with respect to Employees residing or employed in， as the case may be and as defined by applicable Law，（A） the states set forth on Exhibit G and （B） if the State of Michigan （1） fails to authorize Purchaser and its Affiliates operating within the State of Michigan to be a self-insurer for purposes of administering workers＂ compensation Claims or （2） requires Purchaser and its Affiliates operating within the State of Michigan to post collateral，bonds or other forms of security to secure workers＂compensation Claims， the State of Michigan （collectively，＂Retained Workers＂ Compensation Claims＂）；（d） Section 6.6（d） of the Purchase Agreement is hereby amended and restated in its entirety to read as follows：（d） All Assumable Executory Contracts shall be assumed and assigned to Purchaser on the date （the ＂Assumption Effective Date＂） that is the later of （i） the date designated by the Purchaser and （ii） the date following expiration of the objection deadline if no objection，other than to the Cure Amount， has been timely filed or the date of resolution of any objection unrelated to Cure Amount， as provided in the Sale Procedures Order； provided， however， that in the case of each （A）Assumable Executory Contract identified on Section 6.6（a）（i） of the Sellers＂ Disclosure Schedule，（2） Deferred Termination Agreement （and the related Discontinued Brand Dealer Agreement or Continuing Brand Dealer Agreement） designated as an Assumable Executory Contract and （3）Participation Agreement （and the related Continuing Brand Dealer Agreement） designated as an Assumable Executory Contract， the Assumption Effective Date shall be the Closing Date and （B） Assumable ExecutoryContract identified on Section 6.6（a）（ii） of the Sellers＂ Disclosure Schedule， the Assumption Effective Date shall be a date that is no later than the date set forth with respect to such Executory Contract on Section 6.6（a）（ii） of the Sellers＂ Disclosure Schedule. As soon as reasonably practicable following a determination that an Executory Contract shall be designated as an Assumable Executory Contract hereunder， Sellers shall use reasonable best efforts to notify each third party to such Executory Contract of their intention to assume and assign such Executory Contract in accordance with the terms of this Agreement and the Sale Procedures Order. On the Assumption Effective Date for any Assumable Executory Contract， such Assumable Executory Contract shall be deemed to be a Purchased Contract hereunder. If it is determined under the procedures set forth in the Sale Procedures Order that Sellers may not assume and assign to Purchaser any Assumable Executory Contract， such Executory Contract shall cease to be an Assumable Executory Contract and shall be an Excluded Contract and a Rejectable Executory Contract. Except as provided in Section 6.31， notwithstanding anything else to the contrary herein， any Executory Contract that has not been specifically designated as an Assumable Executory Contract as of the Executory Contract Designation Deadline applicable to such Executory Contract， including any Deferred Executory Contract， shall automatically be deemed to be a Rejectable Executory Contract and an Excluded Contract hereunder. Sellers shall have the right， but not the obligation， to reject， at any time，any Rejectable Executory Contract； provided， however， that Sellers shall not reject any Contract that affects both Owned Real Property and Excluded Real Property （whether designated on Exhibit F or now or hereafter designated on Section 2.2（b）（v） of the Sellers？ Disclosure Schedule）， including any such Executory Contract that involves the provision of water， water treatment， electric， fuel， gas， telephoneand other utilities to any facilities located at the Excluded Real Property， whether designated on Exhibit F or now or hereafter designated on Section 2.2（b）（v） of the Sellers？ Disclosure Schedule （the ＂Shared Executory Contracts＂）， without the prior written consent of Purchaser. Section 3. Effectiveness of Amendment. Upon the execution and delivery hereof， the Purchase Agreement shall thereupon be deemed to be amended and restated as set forth in Section 2， as fully and with the same effect as if such amendments and restatements were originally set forth in the Purchase Agreement. Section 4. Ratification of Purchase Agreement； Incorporation by Reference. Except as specifically provided for in this Amendment， the Purchase Agreement is hereby confirmed and ratified in all respects and shall be and remain in full force and effect in accordance with its terms. This Amendment is subject to all of the terms， conditions and limitations set forth in the Purchase Agreement，including Article IX thereof， which sections are hereby incorporated into this Amendment， mutatis mutandis， as if they were set forth in their entirety herein. Section 5. Counterparts. This Amendment may be executed in one or more counterparts， each of which shall be deemed an original，and all of which taken together shall constitute one and the same agreement. All signatures of the Parties may be transmitted by facsimile or electronic delivery， and each such facsimile signature or electronic delivery signature （including a pdf signature） will， for all purposes，be deemed to be the original signature of the Party whose signature it reproduces and be binding upon such Party. IN WITNESS WHEREOF， each of the Parties hereto has caused this Amendment to be executed by its duly authorized officer， in each case as of the date first written above.GENERAL MOTORS CORPORATIONBy：/s/ Frederick A. HendersonName：Frederick A. HendersonTitle：President and Chief Executive Officer SATURN LLCBy：/s/ Jill LajdziakName：Jill LajdziakTitle：PresidentSATURN DISTRIBUTION CORPORATIONBy：/s/ Jill LajdziakName：Jill LajdziakTitle：PresidentCHEVROLET-SATURN OF HARLEM， INC. By：/s/ Michael GarrickName：Michael GarrickTitle：PresidentNGMCO， INC.By：/s/ Sadiq MalikName：Sadiq MalikTitle：Vice President and Treasurer。
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Asset Purchase Agreement (Amendment No.3)资产购买合同-NOW, THEREFORE, the parties agree as follows:1. DEFINITIONS. Capitalized terms used but not defined herein shall have the same meanings attributed thereto in the Purchase Agreement.2. BASE PRICE RE-ADJUSTMENTS.(a) iWon Agreement. The Seller has notified the Buyer that consent to assignment of the iWon Agreement cannot be obtained. Accordingly, pursuant to Annex B of the Purchase Agreement, on the Closing Date, the Base Price to be paid by the Buyer to the Seller shall be reduced by _________ (_________) percentage points, or _________ Buyer Shares.(b) Special Agreements.(i) The Seller has notified the Buyer that the Seller has been unable to obtain the consent to assignment for the Special Agreements. The Base Price shall be reduced by, and the Buyer shall hold back from delivery to the Seller on the Closing Date, _________ (_________) percentage point of the Base Price, or _________ Buyer Shares, for each of the first _________ (_________) Special Agreements that are not assigned to the Buyer at the Closing. The Base Price shall be reduced by an additional _________(_________) percentage points, or _________ Buyer Shares, for the third Special Agreement that is not assigned to the Buyer at the Closing. If within _________ (_________) days after the Closing Date (the EXTENSION PERIOD ) the Seller obtains and delivers to the Buyer the required consent to the assignment of any of the Special Agreements, then the Base Price shall be increased for each such Special Agreement for which consent to assignment has been so obtained (the RECAPTURED SHARES ) in the following manner:_________ (_________) percentage points, or _________ Buyer Shares, for the first such consent to assignment delivered by the Seller to the Buyer, and _________ (_________) percentage point, or _________,_________ Buyer Shares, for each of the remaining _________ (_________) Special Agreements for which consent to assignment has been delivered by the Seller to the Buyer. In any such case, the Buyer shall take all actions necessary to issue and deliver the Recaptured Shares promptly after the delivery of the relevant consent, subject to all the terms and conditions of the Purchase Agreement and the Ancillary Agreements, in the samemanner as if such shares had been originally issued as part of the Purchase Price on the Closing Date.(ii) The Buyer agrees that it shall continue to perform and satisfy the obligations under, and in accordance with the terms of, each of the Special Agreements during the term of the Extension Period (so long as each such agreement is not terminated). The rights and obligations of the parties with respect to each of the Special Agreements shall be governed by Section 6(g) of the Purchase Agreement.(c) ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE. The foregoing Base Price re-adjustments contemplated by this Section 2 shall be proportionately adjusted for stock splits, stock dividends, stock combinations, recapitalizations, reorganizations, reclassifications and the like.3. WARRANTIES.(a) The Seller hereby represents and warrants to the Buyer that:(i) The Seller has full power and authority to enter into and fulfill the terms of this Amendment, which is the binding obligation of the Seller and enforceable in accordance with its terms.(ii) The Seller will comply in all material respects with all laws and regulations applicable to the performance of the terms hereunder.(b) The Buyer hereby represents and warrants to the Seller that:(i) The Buyer has full power and authority to enter into and fulfill the terms of this Amendment, which is the binding obligation of the Buyer and enforceable in accordance with its terms.(ii) The Buyer will comply in all material respects with all laws and regulations applicable to the performance of the terms hereunder.4. EFFECT OF THE AMENDMENT. All references to the Purchase Agreement or any related document shall mean the Purchase Agreement as amended by this Amendment. Except as specifically amended above, the Purchase Agreement shall remain in full force and effect in the original form agreed by the Parties, asamended by Amendment No. _________ to Asset Purchase Agreement, dated _________,_________,_________(M,D,Y), and is hereby ratified and confirmed.5. DESCRIPTIVE HEADINGS. The descriptive headings of this Amendment are inserted for convenience only and do not constitute a part of this Amendment.6. GOVERNING LAW. This Amendment shall be governed by and construed and enforced in accordance with the domestic laws of the State of California without giving effect to any conflict of law provision.7. COUNTERPARTS. This Amendment may be executed and delivered in counterparts, each of which shall constitute an original, and all of which together shall constitute one Amendment. A facsimile, telecopy or other reproduction of this Amendment may be executed by either Party, and an executed copy of this Amendment may be delivered by either Party by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such Party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes.The parties have caused this Amendment No. _________ to Asset Purchase Agreement to be executed by their duly authorized officers as of the day and year first written above.BBB CORPORATION AAA, INC.By:_________ By:_________Name:_________ Name:_________Title:_________ Title:_________。