유료 (영문) 정련소 구입 및 판매계약서, 보상계약서를 위한 2차 수정안(REFINERY PURCHASE AND SALE AGREEMENT AND INDEMNITY AGREEMENT)

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정련소(제련소) 판매를 위한 세부 조항을 기술한 계약서입니다. 두 회사가 계약을 위해 동의한 내용(가격 및 권리) 등이 포함되어 있습니다.
(영문) 정련소 구입 및 판매계약서, 보상계약서를 위한 2차 수정안(REFINERY PURCHASE AND SALE AGREEMENT AND INDEMNITY AGREEMENT)를 한글(hwp) 문서로 다운로드 받기(영문) 정련소 구입 및 판매계약서, 보상계약서를 위한 2차 수정안(REFINERY PURCHASE AND SALE AGREEMENT AND INDEMNITY AGREEMENT)를 MS워드(doc) 문서로 다운로드 받기(영문) 정련소 구입 및 판매계약서, 보상계약서를 위한 2차 수정안(REFINERY PURCHASE AND SALE AGREEMENT AND INDEMNITY AGREEMENT)를 어크로뱃리더 문서로 다운로드 받기

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매매계약서(Purchase and Sale Agreement) 자산매매계약 기록서(Memorandum Of Contract For S 자산구매 일차 수정계약서(First Amendment To Purcha
권리이양 계약서(Assignment, Assumption And Rel 보트 랜탈계약서(Boat Rental Agreement) 주식 재매입 계약서(Stock Redemption Agreement)
채굴권 판매계약서(SALE OF MINING RIGHTS AGREEME 권리이양 계약서(Assignment And Assumption Agre 기술이전(제공,도입)계약서(License And Technical As
자산구매 계약서(Purchase Agreement) (영문) 계약서(PURCHASE AGREEMENT) (영문) 판매계약서(견적서 형식)
자산 매매계약서(1차 수정서)(Amendment No.1 To Asse 수출 판매계약서(Export Sale Agreement) 자산구매 계약서(Asset Purchase Agreement 5)
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#영문판매계약서, #판매계약서, #보상계약서, #거래계약, #수정안, #판매, #영문
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Good Business Partner YESFORM

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second amendment to refinery purchase and sale agreement and indemnity agreement
this second amendment to refinery purchase and sale agreement and indemnity agreement dated as of october 00, 20 (the second amend
ment) by and among ○○○○ oil and gas company, now known as ○○○○ company, inc., as seller and refining, ltd., pipeline texas, inc.and land texas, inc., as buyers.
witnesseth:
whereas, seller and buyers entered into that certain refinery purchase and sale agreement dated as of march 00, 20 (the original a
greement), pursuant to which seller agreed to sell to buyers and buyers agreed to purchase from seller, among other assets, an oil refinery located in the city of , county, texas; and
whereas, the original agreement was amended by that certain amendment to refinery purchase and sale agreement dated as of april 00
, 20 , by and among seller and buyers (the first amendment); and
whereas, at the request of buyers, △△△△, a △△△△ limited liability company (△△△△), the direct or indirect parent limited liability
company of seller, has entered into an audit agreement of even date herewith (the audit agreement) with us holdings, inc.pursuant to which △△△△ has agreed to cooperate with us holdings, inc.in allowing a certain audit of △△△△s financial statements for the calendar year ending december 00, 20 to date; and
whereas, as partial consideration for and as a condition precedent to entering into such audit agreement, △△△△ has required the ex
ecution of this second amendment by the parties hereto.(capitalized terms otherwise not defined herein shall have the respective meanings ascribed thereto in the original agreement.)
now, therefore, the parties hereto agree as follows:
1.the original agreement, as heretofore amended by the first amendment (as so amended, the amended agreement) is hereby further am
ended as follows:
(a) the term agreement as set forth in the preamble to the original agreement is hereby amended to mean the original agreement, as
amended by the first amendment and by this second amendment.the term unqualified audit opinion shall mean an opinion from us holdings, inc.s outside auditor that expresses no material concerns about the financial information from △△△△ that relates to the assets transferred to the buyers and that is incorporated into any financial documents prepared for the initial public offering of us holdings, inc.it is understood by the parties hereto that the outside auditor intends to perform a review rather than a full audit of △△△△s financial information for the period from january 00, 20 to march 00, 20.the term sellers specifically retained liabilities means: (i) the retained environmental liabilities other than retained remediation costs; (ii) the pre-closing liabilities; (iii) claims made by buyers arising out of a breach of the representations and warranties specified in sections 4.1 (a), 4.1(b), 4.1(c), 4.1(m) and 4.1(o); (iv) all covered liabilities arising under or in connection with any excluded assets; and (v) all taxes to the extent indemnified against under section 15.1(b).
(b) section 9.14(a) of the amended agreement is hereby deleted and replaced with the following:
subject to the terms and conditions set forth in this section 9.14, on the closing date buyers shall cause a portion of the adjust
ed purchase price in the amount of $ (the closing deposit) to be deposited with the △△△△ pursuant to the terms and provisions of an escrow agreement by and among buyers, seller and the △△△△ substantially in the form attached hereto as exhibit 9.14 (the closing deposit △△△△ agreement).for income tax purposes, seller shall include in its income any interest, dividends and other amounts earned on the closing deposit (closing deposit △△△△) prior to disbursement of the closing deposit to seller.the closing deposit shall be held and distributed by the △△△△ in accordance with the terms and provisions of the closing deposit △△△△ agreement.if the closing occurs, buyers agree to provide written notice to seller of any intent to withdraw from the closing deposit to satisfy any claims of buyers for indemnification under section 15.1 of this agreement; and if seller fails, within 00 days following receipt of such notice from buyers, to provide joint written instructions to the △△△△ to allow buyers to withdraw such funds from the closing deposit, then buyers may submit the dispute to be resolved by dispute resolution set forth in section 16.12.on the date of any distribution to seller by the △△△△ of funds from the closing deposit, the △△△△ shall distribute to seller the closing deposit △△△△ on such distribution.except for sellers specifically retained liabilities (as defined herein), sellers liability for indemnification under section 15.1 and for any other liability under this agreement, whether for breach of contract, breach of warranty, liability for indemnity or any other liability under this agreement, is limited to the closing deposit and otherwise shall be non-recourse to seller.
in addition, if us holdings, inc.receives an unqualified audit opinion (as defined herein), and subject to and in accordance with
the provisions of the closing deposit △△△△, the closing deposit shall be distributed to seller in installments at the indicated times, as follows:
(i) upon the date of issuance of an unqualified audit opinion by us holdings, inc.s external auditor of the financial statements o
f △△△△ pertaining to operation of the assets transferred to the buyers pursuant to the agreement for calendar year 20 , calendar year 20 , calendar year 20 , and the period from january 00, 20 to march 00, 20 (the audit period) an amount equal to the positive difference if any, of $ minus the sum of (x) all distributions, if any, made prior to such date and (y) the aggregate dollar amount of all unresolved buyer claims, if any, existing as of such date; and
(ii) upon the earlier to occur of (1) april 00, 20 (or the date upon which us holdings, inc.receives an unqualified audit opinion
if no unqualified audit opinion is received by april 00, 20 ) or (2) the date upon which us holdings, inc.shall issue shares of stock to the public pursuant to an initial public offering of securities, an amount equal to the positive difference, if any, of $ minus the sum of (x) all distributions, if any, made prior to such date (including, without limitation, those made pursuant to subparagraph (i) above) and (y) the aggregate dollar amount of all unresolved buyer claims, if any, existing as of such date.
(c) section 9.15(a) of the amended agreement is hereby deleted and replaced with the following:
subject to the terms and conditions set forth in this section 9.15, on the closing date buyers shall cause the amount of $ (the buer deposit) to be deposited with the △△△△ pursuant to the terms and provisions of an △△△△ agreement by and among buyers, seller and the △△△△ substantially in the form attached hereto as exhibit 9.15 (the buyer deposit △△△△ agreement).for income tax purposes, refinery buyer shall include in its income any interest, dividends and other amounts earned on the buyer deposit.the buyer deposit shall be held and distributed by the △△△△ in accordance with the terms and provisions of the buyer deposit △△△△ agreement.if the closing occurs, seller agrees to provide written notice to buyers of any intent to withdraw from the buyer deposit to satisfy any claims of seller for indemnification under section 15.2 of this agreement; and if buyers fail, within thirty (30) days following receipt of such notice from seller, to provide joint written instructions to the △△△△ to allow seller to withdraw such funds from the buyer deposit, then seller may submit the dispute to be resolved by dispute resolution set orth in section 16.12.
in addition, if us holdings, inc.receives an unqualified audit opinion, and subject to and in accordance with the provisions of th   (이하 생략)
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계약서 작성가이드(1)
계약의 정의와 종류 및 작성 방법에 대한 내용으로 구성된 계약서 작성가이드 입니다. 실질적인 계약서의 작성 및 그 계약에 담긴 내용과 계약 당사자간의 권익보호에 중점을 두고 손쉽게 해당 계약부분을 찾아 이를 응용하여 계약을 체결하는데 도움이 되도록 작성되었습니다. ...
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