Master Sale And Purchase Agreement Sample Contracts

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Knowles Corp – Execution Version OMM_US:75933001.11 MASTER SALE AND PURCHASE AGREEMENT Among KNOWLES CORPORATION, VECTRON INTERNATIONAL, INC. And MICROSEMI CORPORATION Dated as of October 26, 2017 (October 30th, 2017)
Kemet Corp. – MASTER SALE AND PURCHASE AGREEMENT Dated February 23, 2017 (April 20th, 2017)

This Master Sale And Purchase Agreement (this "Agreement") is made on February 23, 2017 (the "Signing Date") by and between NEC TOKIN Corporation, a corporation organized and established under the Laws of Japan, having its principal place of business at 7-1, Kohriyama 6-chome, Taihaku-ku, Sendai-shi, Miyagi 982-8510, Japan ("Seller"), NTJ Holdings 1 Ltd., a corporation organized under the Laws of Japan, having its principal place of business at, 2-1-1, Marunouchi, Chiyoda-ku, Tokyo 100-0005, Japan ("Purchaser"), and Japan Industrial Partners, Inc. a corporation organized under the Laws of Japan, having its principal place of business at 2-1-1, Marunouchi, Chiyoda-ku, Tokyo 100-0005, Japan ("JIP"). Seller and Purchaser are collectively referred to herein as the "Parties" and each individually as a "Party".

Amendment Agreement to the Master Sale and Purchase Agreement (February 2nd, 2015)

On 4/5 August 2014, Seller and Purchaser entered into a Master Sale and Purchase Agreement (notarial deed Nr. 4032 /2014 of the Notary public Dr. Bernhard Schaub, Munich) (the "MSPA") including reference deeds No. 4030/2014 and 4031/2014 pursuant to which Seller has sold its global business of hospital information systems solutions to Purchaser as set out in more detail in the MSPA. Reference is made to these deeds. A certified copy of the deeds have been on hand while notarization. The content of the deeds is known by the parties. The parties waived their right to have them read out aloud by the Notary and to attach them to this deed.

Ltx – MASTER SALE AND PURCHASE AGREEMENT Between DOVER PRINTING & IDENTIFICATION, INC., DOVER CORPORATION (Solely for Purposes of Sections 11.3(b), 11.4 and 11.16) and LTX-CREDENCE CORPORATION Dated as of September 6, 2013 (September 9th, 2013)

THIS MASTER SALE AND PURCHASE AGREEMENT (this Agreement) is made and effective as of September 6, 2013 between DOVER PRINTING & IDENTIFICATION, INC., a Delaware corporation (Dover), Dover Corporation, a Delaware Corporation (Parent) (solely for purposes of Sections 11.3(b), 11.4 and 11.16), and LTX-Credence Corporation, a Massachusetts corporation (Buyer).

[Notarization Required] MASTER SALE AND PURCHASE AGREEMENT by and Between Siemens Aktiengesellschaft With Its Business Address at Wittelsbacherplatz 2, 80333 Munich, Germany Herein Seller and ASM Pacific Technology Ltd. With Its Business Address at 12/F, Watson Centre (March 25th, 2011)
First Amendment to Amended and Restated Master Sale and Purchase Agreement (July 8th, 2009)

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).

Second Amendment to Amended and Restated Master Sale and Purchase Agreement (July 8th, 2009)

THIS SECOND AMENDMENT TO AMENDED AND RESTATED MASTER SALE AND PURCHASE AGREEMENT, dated as of July 5, 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).

AMENDED AND RESTATED MASTER SALE AND PURCHASE AGREEMENT BY AND AMONG GENERAL MOTORS CORPORATION, SATURN LLC, SATURN DISTRIBUTION CORPORATION AND CHEVROLET- SATURN OF HARLEM, INC., as Sellers AND NGMCO, INC., as Purchaser DATED AS OF JUNE 26, 2009 (July 2nd, 2009)

THIS AMENDED AND RESTATED MASTER SALE AND PURCHASE AGREEMENT (this Agreement), dated as of June 26, 2009, 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).

Master Sale and Purchase Agreement (June 3rd, 2009)

THIS MASTER SALE AND PURCHASE AGREEMENT (this Agreement), dated as of June 1, 2009, 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 Vehicle Acquisition Holdings LLC, a Delaware limited liability company (Purchaser).

Kulicke and Soffa Industries, Inc. – Master Sale and Purchase Agreement (July 31st, 2008)

THIS MASTER SALE AND PURCHASE AGREEMENT (this Agreement) is entered into as of July 31, 2008, by and between W.C. Heraeus GmbH, a German corporation (the Purchaser), and Kulicke and Soffa Industries, Inc., a Pennsylvania corporation (the Seller). Certain other capitalized terms used in this Agreement are defined in Exhibit A hereto.

Master Sale and Purchase Agreement (February 26th, 2008)

THIS MASTER SALE AND PURCHASE AGREEMENT, dated as of December ___, 2007 between Delphi Corporation, a Delaware corporation (Delphi) on behalf of itself and the other entities set forth on Schedule 1, and Steering Solutions Corporation, a Delaware corporation (Buyer Parent), on behalf of itself and the other buyers set forth on Schedule 1.2, which is to be provided by Buyer Parent to Delphi ten (10) Business Days before Closing (each a Buyer, and, collectively with Buyer Parent, the Buyers):

Groupe Danone S.A. And Kraft Foods Global, Inc. Master Sale and Purchase Agreement Dated: 29 October, 2007 (November 2nd, 2007)
SUPPLEMENTAL AGREEMENT RELATING TO THE MASTER SALE AND PURCHASE AGREEMENT Dated 14 April 2005 (October 11th, 2005)
DATED April 14, 2005 EASTERN PACIFIC CIRCUITS HOLDINGS LIMITED AND MERIX CORPORATION MASTER SALE AND PURCHASE AGREEMENT Baker & McKenzie, Hong Kong 14th Floor, Hutchison House 10 Harcourt Road Hong Kong (August 10th, 2005)
Ici-Imperial Chem Inds Plc – Master Sale and Purchase Agreement (April 6th, 2004)

CLAUSE PAGE 1. INTERPRETATION 1 2. SALE AND PURCHASE 29 3. CONDITION PRECEDENT 31 4. CONSIDERATION 33 5. LIABILITIES 38 6. ASSURANCES AND INTRA GROUP ARRANGEMENTS 41 7. VAT 42 8. CONDUCT UNTIL COMPLETION 42 9. COMPLETION 42 10. THE EMPLOYEES 43 11. THE BUSINESS CONTRACTS 43 12. PENSIONS AND RELATED BENEFITS 50 13. REPAYMENT OF DEBT 50 14. JOINT VENTURE 50 15. CONSENTS 54 16. PURCHASER WARRANTIES AND INDEMNITIES 55 17. WARRANTIES AND INDEMNITIES 57 18. NO RIGHT TO TERMINATE OR RESCIND 60 19. INFORMATION TECHNOLOGY AND R&D PROJECTS 61 20. FURTHER ASSURANCE 61 21. INFORMATION, RECORDS AND ASSISTANCE 62 22. INSURANCE AND ICI CLAIMS 66 23. ANNOUNCEMENTS 69 24. CONFIDENTIALITY 69 25. PURCHASER'S AND ICI'S UNDERTAKINGS 71 26. COSTS AND EXCHANGE RATES 73 27. ENTIRE AGREEMENT 74 28. NO SET-OFF 75 29. CONTINUING EFFECT 76 30. INVALIDITY 76 31. AMENDMENTS, VARIATIONS, RELEASES