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Security Transfer Agreement
Security Transfer Agreement (45K)
Doc #213256: Click preview link for longer preview.
SECURITY TRANSFER AGREEMENT
DATED 4TH MARCH, 2004
BETWEEN
CP FILMS VERTRIEBS GMBH
AS TRANSFEROR
AND
KBC BANK NV
AS TRANSFEREE
ALLEN & OVERY
FRANKFURT
{PAGE}
{PAGE}
CONTENTS
CLAUSE PAGE
1. Interpretation....................................................2
2. Transfer of Security Assets.......................................3
3. Substitution for Delivery.........................................4
4. Security Purpose..................................................4
5. Identification of Security Assets.................................4
6. Disposal of Security Assets.......................................5
7. Location of Security Assets.......................................5
8. Right of the Transferee to Examine the Security Assets............5
9. Reservation of Title..............................................5
10. Taking Possession by the Transferee...............................6
11. Enforcement and Realisation.......................................6
12. Maintenance of Liable Capital.....................................6
13. Undertakings......................................................8
14. Further Assurance.................................................8
15. Representations and Warranties....................................8
16. Insurance of the Security Assets..................................9
17. Third Party Rights................................................9
18. Release of Security..............................................10
19. Indemnity........................................................10
20. Duration and Independence........................................10
21. Costs and Expenses...............................................11
22. Miscellaneous....................................................11
23. Assignment.......................................................11
24. Severability.....................................................11
25. Notices..........................................................11
26. Governing Law....................................................12
27. Jurisdiction.....................................................12
Signatories...............................................................13
{PAGE}
{PAGE}
THIS SECURITY TRANSFER AGREEMENT (the AGREEMENT) is made on
4th March, 2004
BETWEEN:
(1) CP FILMS VERTRIEBS GMBH, a limited liability company (Gesellschaft
mit beschrankter Haftung) organised under the laws of Germany,
having its corporate seat in Bielefeld, Germany, which is
registered in the Commercial Register (Handelsregister) at the
Local Court (Amtsgericht) of Bielefeld under registration number
HRB 33407
(the TRANSFEROR)
and
(2) KBC BANK NV, a Belgian bank with registered office at Havenlaan 2,
B-1080 Brussels, Belgium, and registered at the Crossroads Bank for
Enterprises under enterprise number 0462.920.226
(the ASSIGNEE).
WHEREAS:
(A) Solutia Europe SA/NV (the ISSUER) and the holders of the Notes have
agreed to amend and restate the Issuer's euro 200,000,000 6.25
percent Notes due 2005, as amended and restated, the euro
200,000,000 10.00 percent Senior Secured Notes due 2008 (together
with the Terms and Conditions of Notes (as defined below) and as
amended, modified or supplemented from time to time, the NOTES)
pursuant to an Agreement of Understanding and Restructuring dated
30th January, 2004 among the Issuer and the holders of the notes
party thereto (as amended, modified or supplemented from time to
time, the AGREEMENT OF UNDERSTANDING). In connection with the
Notes, the Issuer has entered into the Fiscal Agency Agreement
dated 11th February, 2004 among the Issuer, Kredietbank S.A.
Luxembourgeoise as fiscal agent and paying agent, and KBC Bank NV
as principal paying agent (as amended, modified or supplemented
from time to time, the FISCAL AGENCY AGREEMENT). The holders of the
Notes and the couponholders are entitled to the benefit of, are
bound by and are deemed to have notice of all of the provisions of
the Fiscal Agency Agreement.
(B) It is a requirement of the Agreement of Understanding and the Terms
and Conditions of Notes that the Transferor guarantees the prompt
payment and performance when due of all obligations of the Issuer
under the Credit Documents (as defined below) and grants security
in respect of the Security Assets (as defined below) to the
Transferee to secure its obligations to the Transferee as provided
herein and undertakes the obligations contemplated by this
Agreement.
(C) In consideration of the agreements set forth herein and in the
Terms and Conditions of Notes, the Agreement of Understanding and
the other Credit Documents, the Transferor agrees to transfer the
Security Assets (as defined below) in favour of the Transferee
under the following terms.
1
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{PAGE}
IT IS AGREED as follows:
1. INTERPRETATION
1.1 DEFINITIONS
In this Agreement:
AGREEMENT OF UNDERSTANDING has the meaning given to that term under
(A) of the preamble.
BUSINESS DAY means a day (other than a Saturday or a Sunday) on
which banks are open for general business in Brussels and Frankfurt
am Main.
COLLATERAL AGENCY AGREEMENT means the collateral agency agreement
dated 11th February, 2004 among the Issuer, Amcis AG, Carbogen AG,
certain holders of the Notes and the Pledgee, as amended, modified
or supplemented from time to time.
CREDIT DOCUMENTS means the Agreement of Understanding, the Fiscal
Agency Agreement, the Collateral Agency Agreement, the Notes
(including without limitation the Terms and Conditions of Notes),
the Subsidiary Guaranties, the Collateral Documents and any other
agreement, instrument, and other document executed and delivered
pursuant hereto or thereto or otherwise evidencing or securing any
Note or any other obligation of the Pledgor, as amended, modified
or supplemented from time to time.
EURO, euro, or EUR means the lawful currency of the Participating
Member States.
EVENT OF DEFAULT has the meaning given to such term in the Terms
and Conditions of Notes.
FISCAL AGENCY AGREEMENT has the meaning given to that term under
(A) of the preamble.
GERMAN SUBSIDIARY GUARANTY means the guaranty made by the
Transferor in favour of the Transferee dated on or about the date
of this Agreement.
GERMANY means the Federal Republic of Germany.
ISSUER has the meaning given to that term under (A) of the
preamble.
NOTES has the meaning given to such term under (A) of the Preamble.
PARTICIPATING MEMBER STATE means a member state of the European
Union that adopts or has adopted the euro as its lawful currency
under the legislation of the European Union pertaining to the
Economic and Monetary Union.
PARTY means a party to this Agreement.
PAYMENT DEFAULT means the default of the Transferor to pay to the
Transferee any amounts owed by the Transferor to the Transferee
under the German Subsidiary Guaranty and any other Credit Document
to which it is party when due, provided that the enforcement of the
German Subsidiary Guaranty or the respective Credit Document is not
excluded pursuant to the maintenance of liable capital provisions
of the German Subsidiary Guaranty or the respective Credit
213256
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Solutia
As referenced in this Security Transfer Agreement:
solutia – the Crossroads Bank for
Enterprises under enterprise number 0462.920.226
(the ASSIGNEE).
WHEREAS:
(A) Solutia Europe SA/NV (the ISSUER) and the holders of the Notes have
agreed to amend
dt 13318
;
 Allen & Overy
As referenced in this Security Transfer Agreement:
ALLEN & OVERY – MARCH, 2004
BETWEEN
CP FILMS VERTRIEBS GMBH
AS TRANSFEROR
AND
KBC BANK NV
AS TRANSFEREE
ALLEN & OVERY
FRANKFURT
{PAGE}
{PAGE}
CONTENTS
CLAUSE PAGE
1. Interpretation....................................................2
2. Transfer of Security Assets.......................................
_____________
dt 87089
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| CP Films Vertriebs GmbH;
KBC Bank NV
|
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Subscribers | 2000 |
Intellectual Property Transfer Agreement
Intellectual Property Transfer Agreement (85K)
Doc #222655: Click preview link for longer preview.
INTELLECTUAL PROPERTY TRANSFER AGREEMENT
BY AND BETWEEN
PHARMACIA CORPORATION,
A DELAWARE CORPORATION
AND
MONSANTO COMPANY
A DELAWARE CORPORATION
as of SEPTEMBER 1, 2000
{PAGE}
{TABLE}
{CAPTION}
TABLE OF CONTENTS
ARTICLE PAGE
----------------------------------------------------------------------------------------------------------------------------
{S} {C}
I. DEFINITIONS......................................................................................................2
II. TRANSFER OF MONSANTO TECHNOLOGY.................................................................................11
III. TRANSFER OF MONSANTO BUSINESS TECHNOLOGY AGREEMENTS.............................................................22
IV. TRANSFER OF MONSANTO TRADEMARKS.................................................................................23
V. TRANSFER OF MONSANTO COPYRIGHTS.................................................................................25
VI. TRANSFER OF MONSANTO EMPLOYEE AGREEMENTS .......................................................................26
VII. LICENSE TO PHARMACIA OF MONSANTO TECHNOLOGY.....................................................................26
VIII. LICENSE TO MONSANTO OF PHARMACIA TECHNOLOGY ....................................................................27
IX. TRANSITIONAL LICENSE TO MONSANTO OF PHARMACIA TRADEMARKS........................................................28
X. EXPORT REGULATIONS..............................................................................................29
XI. CONFIDENTIALITY.................................................................................................29
XII. NOTICES.........................................................................................................31
XIII. ASSIGNABILITY AND CONSENTS......................................................................................32
XIV. GOVERNING LAW...................................................................................................34
XV. MISCELLANEOUS...................................................................................................34
{/TABLE}
i
{PAGE}
TABLE OF EXHIBITS
EXHIBIT NO. SUBJECT MATTER
-------------------------------------------------------------------------------
1 SCHEDULE OF PATENTS, PATENT APPLICATIONS, AND
INVENTION DISCLOSURES, BY CLASSIFICATION
2 ASSIGNMENT OF UNITED STATES MONSANTO PATENT RIGHTS
3 ASSIGNMENT OF MONSANTO KNOW-HOW
4 ASSIGNMENT OF MONSANTO BUSINESS TECHNOLOGY AGREEMENTS
5 ASSIGNMENT OF MONSANTO TRADEMARKS
6 ASSIGNMENT OF MONSANTO COPYRIGHTS
7 ASSIGNMENT OF MONSANTO EMPLOYEE AGREEMENTS
8 MONSANTO TECHNOLOGY LICENSE AGREEMENT
9 PHARMACIA TECHNOLOGY LICENSE AGREEMENT
10 TRADEMARK LICENSE AGREEMENT
ii
{PAGE}
INTELLECTUAL PROPERTY TRANSFER AGREEMENT
INTELLECTUAL PROPERTY TRANSFER AGREEMENT, dated as of September 1,
2000, by and between Pharmacia Corporation, a Delaware corporation,
("Pharmacia"), and Monsanto Company, a newly-formed Delaware corporation, which
is a wholly-owned subsidiary of Pharmacia having a place of business at 800
North Lindbergh Blvd., St. Louis, Missouri 63167-("Monsanto").
W I T N E S S E T H:
WHEREAS, Pharmacia and Monsanto executed a Separation Agreement to
transfer into Monsanto certain of the businesses currently owned and conducted
by Pharmacia directly and through certain of its subsidiaries;
WHEREAS, Pharmacia and Monsanto agreed in the Separation Agreement to
execute instruments of assignment and transfer to Monsanto all of the right,
title, and interest of the Pharmacia Group in the Monsanto;
WHEREAS, the Monsanto Assets to be transferred to Monsanto pursuant to
the Separation Agreement include Monsanto Intellectual Property; and,
WHEREAS, Pharmacia and Monsanto have determined that it is necessary
and desirable to effect the transfer of Monsanto Intellectual Property to
Monsanto;
1
{PAGE}
NOW, THEREFORE, in furtherance of the transfers and assignments set
forth in the Separation Agreement and in consideration of the mutual agreements
and covenants hereinafter set forth, the parties hereby agree as follows:
ARTICLE I - DEFINITIONS
1.0 Capitalized terms used herein, but not defined herein, shall have
meanings ascribed to such terms as set forth in the Separation
Agreement, which are hereby incorporated by reference. In addition for
purposes of this Intellectual Property Transfer Agreement and the
assignments and agreements attached hereto, the following terms shall
have the meanings set forth below (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):
1.1 MONSANTO BUSINESS: as used in this Intellectual Property
Transfer Agreement and in the assignments and agreements
attached hereto as exhibits, shall mean (i) all businesses and
operations (including related joint ventures and alliances) of
the agricultural businesses of Pharmacia as described in the
IPO Registration Statement and as conducted on the Separation
Date, consisting principally of those businesses and
operations set forth on Schedule M-5 of the Separation
Agreement conducted by the Agricultural Unit and (ii) any
other business or operation on the Separation Date conducted
by or for the Agricultural Unit of the former "Monsanto
Company" prior to the merger with Pharmacia & UpJohn through
the ownership or use of the Monsanto Assets, as well as all
businesses and operations referred to in the definition of
Former Agricultural Business set forth in the Separation
Agreement. For the sake of clarity, the products listed below
will not be considered to be part of Monsanto Business: Cox-2
Inhibitors whether synthetic or naturally-occurring; IBAT
(ASBT) inhibitors whether synthetic or naturally-occurring;
Naxcel/Excenel Sterile Powder 4 gram (ceftiofur; antibiotic);
222655
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Monsanto
As referenced in this Intellectual Property Transfer Agreement:
monsanto – 10.8
INTELLECTUAL PROPERTY TRANSFER AGREEMENT
BY AND BETWEEN
PHARMACIA CORPORATION,
A DELAWARE CORPORATION
AND
MONSANTO COMPANY
A DELAWARE CORPORATION
as of SEPTEMBER 1, 2000
{PAGE}
{TABLE}
{CAPTION}
TABLE OF CONTENTS
monsanto – TABLE}
{CAPTION}
TABLE OF CONTENTS
ARTICLE PAGE
----------------------------------------------------------------------------------------------------------------------------
{S} {C}
I. DEFINITIONS......................................................................................................2
II. TRANSFER OF MONSANTO TECHNOLOGY.................................................................................11
III. TRANSFER OF MONSANTO BUSINESS TECHNOLOGY AGREEMENTS.............................................................22
IV. TRANSFER OF MONSANTO TRADEMARKS.................................................................................
monsanto – PAGE
----------------------------------------------------------------------------------------------------------------------------
{S} {C}
I. DEFINITIONS......................................................................................................2
II. TRANSFER OF MONSANTO TECHNOLOGY.................................................................................11
III. TRANSFER OF MONSANTO BUSINESS TECHNOLOGY AGREEMENTS.............................................................22
IV. TRANSFER OF MONSANTO TRADEMARKS.................................................................................23
V. TRANSFER OF MONSANTO COPYRIGHTS.................................................................................
monsanto – OF MONSANTO TECHNOLOGY.................................................................................11
III. TRANSFER OF MONSANTO BUSINESS TECHNOLOGY AGREEMENTS.............................................................22
IV. TRANSFER OF MONSANTO TRADEMARKS.................................................................................23
V. TRANSFER OF MONSANTO COPYRIGHTS.................................................................................25
VI. TRANSFER OF MONSANTO EMPLOYEE AGREEMENTS .......................................................................26
monsanto – OF MONSANTO BUSINESS TECHNOLOGY AGREEMENTS.............................................................22
IV. TRANSFER OF MONSANTO TRADEMARKS.................................................................................23
V. TRANSFER OF MONSANTO COPYRIGHTS.................................................................................25
VI. TRANSFER OF MONSANTO EMPLOYEE AGREEMENTS .......................................................................26
VII. LICENSE TO PHARMACIA OF MONSANTO
dt 19829
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Pharmacia
As referenced in this Intellectual Property Transfer Agreement:
PHARMACIA CORP – PROPERTY TRANSFER AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.8
INTELLECTUAL PROPERTY TRANSFER AGREEMENT
BY AND BETWEEN
PHARMACIA CORP ORATION,
A DELAWARE CORPORATION
AND
MONSANTO COMPANY
A DELAWARE CORPORATION
as of SEPTEMBER 1, 2000
{
Pharmacia Corp – TRANSFER AGREEMENT
INTELLECTUAL PROPERTY TRANSFER AGREEMENT, dated as of September 1,
2000, by and between Pharmacia Corp oration, a Delaware corporation,
("Pharmacia"), and Monsanto Company, a newly-formed Delaware corporation, which
is
Pharmacia Corp – registered or certified mail, postage
prepaid, return receipt requested, addressed as follows:
If to Pharmacia: Pharmacia Corp oration
100 Route 206 North
Peapack, New Jersey 07977
Attention: Christopher J. Coughlin
Telephone: (908)
Pharmacia Corp – Attention: Christopher J. Coughlin
Telephone: (908) 901-8000
Facsimile:
31
{PAGE}
with a copy to: Pharmacia Corp oration
100 Route 206 North
Peapack, New Jersey 07977
Attention: General Counsel
Telephone: (908) 901-
PHARMACIA CORP – Intellectual Property Transfer Agreement to be duly executed as of the
date first written above.
PHARMACIA CORP ORATION
a Delaware corporation
By: /s/ Christopher J. Coughlin
-------------------------------------
Christopher J. Coughlin
Executive Vice President
dt 45591
|
| Preview
Subscribers | 2000 |
Conveyance and Transfer Agreement
Conveyance and Transfer Agreement (157K)
Doc #1480528: Click preview link for longer preview.
CONVEYANCE AND TRANSFER AGREEMENT
DATED AS OF
JUNE 27, 2000
BY AND BETWEEN
BORDEN CHEMICALS AND PLASTICS OPERATING LIMITED PARTNERSHIP
AND
BORDEN CHEMICAL, INC.
<PAGE>
TABLE OF CONTENTS
-----------------
Section 1. Definitions................................................ 1
Section 2. . . .
1480528
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BASF
As referenced in this Conveyance and Transfer Agreement:
BASF – in the Purchased Assets, and an assumption by Purchaser of the
Assumed Liabilities, in the form delivered at the Closing.
"Assumed Liabilities" means all liabilities and obligations under (a)
the BASF Sales Agreement other than the BASF Credit, and (b) the other
agreements, arrangements and understandings listed on Exhibit A (collectively
---------
with the BASF Sales Agreement, the "Contracts").
"BASF" means BASF
_____________
BASF – assumption by Purchaser of the
Assumed Liabilities, in the form delivered at the Closing.
"Assumed Liabilities" means all liabilities and obligations under (a)
the BASF Sales Agreement other than the BASF Credit, and (b) the other
agreements, arrangements and understandings listed on Exhibit A (collectively
---------
with the BASF Sales Agreement, the "Contracts").
"BASF" means BASF Corporation, a Delaware corporation.
"BASF Consent"
_____________
BASF – all liabilities and obligations under (a)
the BASF Sales Agreement other than the BASF Credit, and (b) the other
agreements, arrangements and understandings listed on Exhibit A (collectively
---------
with the BASF Sales Agreement, the "Contracts").
"BASF" means BASF Corporation, a Delaware corporation.
"BASF Consent" means the consent of BASF to the assignment by Seller to
Purchaser of all of Seller's
_____________
"BASF" – a)
the BASF Sales Agreement other than the BASF Credit, and (b) the other
agreements, arrangements and understandings listed on Exhibit A (collectively
---------
with the BASF Sales Agreement, the "Contracts").
"BASF" means BASF Corporation, a Delaware corporation.
"BASF Consent" means the consent of BASF to the assignment by Seller to
Purchaser of all of Seller's rights, and the assumption
_____________
BASF – BASF Sales Agreement other than the BASF Credit, and (b) the other
agreements, arrangements and understandings listed on Exhibit A (collectively
---------
with the BASF Sales Agreement, the "Contracts").
"BASF" means BASF Corporation, a Delaware corporation.
"BASF Consent" means the consent of BASF to the assignment by Seller to
Purchaser of all of Seller's rights, and the assumption by Purchaser of
_____________
dt 1364156
;
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Simpson Thacher
As referenced in this Conveyance and Transfer Agreement:
Simpson Thacher – 4740
If to Purchaser: Borden Chemical, Inc.
180 East Broad Street
Columbus, Ohio 43215
Attention: Ed Huller
Facsimile: (614) 220-6655
With a copy (which
will not constitute
notice) to: Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10217
Attention: David Sorkin, Esq.
Facsimile: (212) 455-3387
11.10 No Third-Party Beneficiaries. This Agreement will not confer
----------------------------
any
_____________
dt 1529939
;
Vorys Sater
As referenced in this Conveyance and Transfer Agreement:
Vorys, – and Closing Date(s).
--------- ------------------------------
3.1 Closing(s). Subject to the provisions of Section 10, the
----------
Closing and the Second Closing, if any, will take place at the offices of Vorys,
Sater, Seymour and Pease LLP, 52 East Gay Street, Columbus, Ohio, at 10:00 a.m.
Columbus, Ohio time, or at such other place and time as Purchaser and
_____________
Vorys, – and Plastics
4.14-43
<PAGE>
Operating Limited Partnership
Highways 73 and 90
Geismar, Louisiana 70734
Attention: J. O. Stevning, Chief Financial Officer
Facsimile: (225) 673-0672
and Vorys, Sater, Seymour and Pease LLP
52 East Gay Street
P.O. Box 1006
Columbus, Ohio 43216
Attention: James H. Gross
Facsimile: (614) 719-4740
If to Purchaser: Borden Chemical,
_____________
dt 1324203
|