Buyer’s Obligations 7.1 Buyer shall ensure that the terms of the Order and any information it provides in relation to the Goods or Services are complete and accurate.
7.2 Buyer will, and will procure that its Representatives will, only use or apply the Goods for the purposes and in the manner expressly set out in Seller’s written instructions (including e-mail instructions) (if any) supplied to Buyer in relation to the Goods (including any applicable Material Safety Data Sheets (“SDS”) or labelling information). .
7.3 Buyer acknowledges that it is familiar with the Goods and has been adequately warned by Seller of the risks associated with handling, transporting, using, storing and disposing of the Goods, including those set out in the SDS and packaging. Buyer further accepts its independent knowledge of such risks which are acknowledged and understood in Buyer’s industry and assumes all risks and responsibility for the handling or use of the Goods in any way and in combination with other substances.
7.4 Buyer shall not resell the Goods as they are in different packaging. If Buyer further processes or incorporates the Goods into another material or resells, exchanges and/or transfers the Goods to another jurisdiction, Buyer shall develop its own branded SDS and certificates of analysis consistent with the regulatory requirements of the jurisdiction(s) in which Buyer markers the final Goods.
7.5 In relation to Services, Buyer shall provide Seller and its Representatives, with access to Buyer's premises, as reasonably required by Seller to provide the Services; and Buyer shall prepare those premises and obtain and maintain at its own costs all necessary licences and consents which may be required for the Services.
Seller’s Obligations On Closing the Sellers will:
(a) deliver to the Buyer transfers of all of the Shares, in the form of Transfer Agreements, duly executed by the registered holders thereof in favour of the Buyer or its Nominee(s);
(b) deliver to the Buyer a certified copy of the Tax Declaration duly filed with the competent Tax authority, together with a receipt of payment of the respective Tax due thereunder;
(c) deliver to the Buyer the originals of the share certificates in respect of all of the Shares, duly endorsed in the name of the Buyer (or its Nominee(s)) or an indemnity in lieu thereof in a form acceptable to the Buyer;
(d) deliver to the Buyer the Registry and insert into the Registry, and sign, an annotation evidencing the transfer of the Shares to the Buyer and the name of the Buyer as the registered holder of the Shares as required under the laws of Cyprus;
(e) procure that the Directors (other than the Continuing Directors) of each member of the Group retire from all their offices and employments with any member of the Group, each delivering to the Buyer a letter of resignation in the Agreed Form made out in favour of the relevant members of the Group acknowledging that he has no claim outstanding for compensation or otherwise;
(f) deliver to the Buyer the Tax Deed duly executed by the Sellers;
(g) deliver to the Buyer the Escrow Agreement duly signed by the Sellers’ Representative;
(h) deliver to the Buyer the Disclosure Letter duly signed by the Sellers or on their behalf by the Sellers’ Representative;
(i) deliver to the Buyer as agent for the relevant member of the Group:
(i) in the case of the Company, its statutory and other books (duly written up to date) and its certificate(s) of incorporation;
(ii) in the case of Specifar and Alet, the shareholders’ register of each of them (duly written up to date) and their certificates of incorporation;
(iii) certificates in respect of the entire issued share capital of Specifar in the name of the Company;
(iv) service agreements, in the Agreed Form, between each of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and Specifar, each executed by the employee named therein;
(v) minutes of board meetings of the Group to be held at which there shall be (as applicable):
(A) passed a resolution to approve, in the case of the Company, the transfers of the Shares to the Buyer (or its Nominee) and to register, in the register of members, the Buyer (or its Nominee) as the legal owner of the Shares;
(B) appointed as directors such persons as the Buyer may nominate such appointments to take effect at the close of the meeting;
(C) tendered and accepted the resignations and acknowledgements of the Directors referred to in Clause 3.2(e) each such acceptance to take effect at the close of the meeting;
(D) revoked all existing authorities to banks and new authorities shall be given to such banks and on such terms as the Buyer may direct; and
(E) in the case of Specifar approved and entered into the service agreements, referred to in Clause 3.2(i)(iv).
(j) deliver to the Buyer, in connection with the acquisition by Specifar, prior to the Closing Date, of the entire issued share capital of Alet (the “Alet Shares”):
(i) certificates in respect of the entire issued share capital of Alet in the name of Specifar;
(ii) copies of the agreements transferring the Alet Shares, duly executed by the former registered holders thereof, in favour of Specifar, and duly stamped by the competent Tax authority confirming that all Tax due from the sellers of the Alet Shares have been paid;
(iii) certified copies of the tax declarations required to be signed by the sellers of the Alet Shares and filed with the Tax Office in accordance with article 13 of Greek tax law 2238/1994, as in force from time to time; and
(iv) copies of the resolution(s) approving the transfers of the Alet Shares to Specifar and the registration, in the register of members, of Specifar as the legal owner of the Alet Shares;
(k) procure the discharge of all guarantees and like obligations given by any member of the Group in respect of the obligations of any other person (other than another member of the Group), such discharge to be given in Agreed Form;
(l) pay, or procure the payment, to the Company on behalf of the relevant member of the Group the aggregate of all amounts owed as at Closing by any Seller or any member of the Sellers’ Group, to any member of the Group, together with all accrued interest, if any, which shall be treated as discharged to the extent of that payment;
(m) deliver to the Buyer a deed of release from each Seller and each member of the Sellers’ Group in the Agreed Form in respect of all and any liabilities, obligations and claims whatsoever whether actual or contingent which may be due or owing to them by any member of the Group;
(n) in relation to each member of the Group, deliver to the Buyer:
(i) statements from each bank at which any of them has an account, giving the balance of each account at the close of business on the last Business Day before Closing;
(ii) all cheque books in current use and written confirmation that no cheques have been written since those statements were prepared;
(iii) details of their cashbook balances; and
(iv) reconciliation statements reconciling the cash book balances and the cheque books with the bank statements delivered; and
(o) deliver to the Buyer the original of any power of attorney in Agreed Form under which any document to be delivered to the Buyer under this Clause 3.2 has been executed.
