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Celanese AG

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$70	Preview Full Doc	2001	Asset Purchase Agreement Asset Purchase Agreement (136K) Doc #211175: Click preview link for longer preview. ASSET PURCHASE AGREEMENT Dated as of September 4, 2000 Among AIR PRODUCTS AND CHEMICALS, INC., AIR PRODUCTS, L.P. and CELANESE LTD., CELANESE AMERICAS CORPORATION and CNA HOLDINGS, INC. {PAGE} 2 TABLE OF CONTENTS {TABLE} {CAPTION} Page {S} {C} {C} 1. Definitions........................................................ 1 2. Transfer of Purchased Assets; Assumption of Liabilities............ 10 3. Purchase Price; Adjustment......................................... 11 4. Closing............................................................ 14 5. Representations, Warranties and Agreements Regarding Sellers....... 14 6. Representations, Warranties and Agreements Regarding Purchaser..... 27 7. Further Covenants.................................................. 29 8. Conditions Precedent to Obligations of the Purchaser............... 44 9. Conditions Precedent to Obligations of the Sellers................. 46 10. Employees.......................................................... 48 11. Brokerage.......................................................... 50 12. Expenses........................................................... 51 13. Taxes.............................................................. 51 14. Survival of Representations; Indemnification....................... 52 15. Termination of Agreement........................................... 65 16. Bulk Sales Law..................................................... 66 {/TABLE} {PAGE} 3 TABLE OF CONTENTS {TABLE} {S} {C} {C} 17. Public Announcements............................................... 66 18. Notices............................................................ 66 19. Extensions and Waivers............................................. 67 20. Entire Agreement................................................... 67 21. Governing Law...................................................... 68 22. Headings........................................................... 68 23. Transferability.................................................... 68 24. Knowledge of Sellers............................................... 69 25. Counterparts....................................................... 69 26. Severability....................................................... 69 27. CAC/CNA............................................................ 70 {/TABLE} Appendix Schedules Exhibits {PAGE} 4 List of Schedules {TABLE} {CAPTION} Schedule Description -------- ----------- {S} {C} 1.1 Assumed Liabilities 1.2 Employees in PVA Business 1.3 Excluded Assets 1.4 Permitted Liens 1.5 Fixed Assets 3.6 Allocation of Purchase Price 5.2 Authority 5.4 Governmental Approvals 5.5 Operating Condition of Assets 5.6 Employee Benefit Plans 5.7 Contracts and Leases 5.8 Patents, Copyrights and Trademarks 5.9 Litigation and Proceedings 5.10 Environmental 5.11 Compliance with Laws 5.12 Material Adverse Change 5.13 Conduct of PVA Business 5.14 Permits 7.1.2 Transition Services 7.11 Segregation of Plants 8.6 Consents {/TABLE} {PAGE} 5 {TABLE} {S} {C} 24 Knowledge of Sellers {/TABLE} {PAGE} 6 List of Exhibits {TABLE} {CAPTION} Exhibit Description ------- ----------- {S} {C} A Financial Documents B Ground Leases C Technology License D Long-term Utilities Supply Contract E Cogeneration Utilities Agreement {/TABLE} {PAGE} 7 ASSET PURCHASE AGREEMENT, dated as of September 4, 2000 (the "Agreement"), among AIR PRODUCTS AND CHEMICALS, INC., a Delaware corporation ("Air Products"), AIR PRODUCTS, L.P., a Delaware limited partnership (together with Air Products, referred to herein as "Sellers"), and CELANESE LTD., a Texas limited partnership (the "Purchaser"), Celanese Americas Corporation, a Delaware corporation ("CAC") and CNA Holdings, Inc., a Delaware corporation ("CNA"). WHEREAS, the Purchaser desires to acquire from the Sellers, and the Sellers desire to sell to the Purchaser, the Purchased Assets (as hereinafter defined), upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the premises and the respective agreements hereinafter set forth, and intending to be legally bound hereby, the parties hereto agree as follows: 1. DEFINITIONS The terms defined in this Article 1 shall, for the purposes of this Agreement, have the following meanings: "ACCOUNTS RECEIVABLE" means the accounts and notes receivable of Sellers pertaining to the PVA Business. "ADJUSTMENT STATEMENT" means the statement adjusting the Purchase Price referred to in subsection 3.2.2 hereof. -1- {PAGE} 8 "AFFILIATE" of a person, firm or corporation means a person, firm (including, without limitation, a partnership, association, limited liability company or other entity) or corporation that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with such person, firm or corporation. For purposes of this definition, the term "controls," "is controlled by," or "is under common control with" shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. "ASSUMED LIABILITIES" means the liabilities of the Sellers pertaining to the PVA Business listed in Schedule 1.1 hereto, as the same shall exist on the Closing Date. "CLAIM NOTICE" means the notice defined in Section 14.8 "CLOSING" means the closing defined in Article 4. "CLOSING DATE" means the time and date of closing as provided in Article 4 hereof. "CODE" shall mean the Internal Revenue Code of 1986, as amended, and any rules and regulations promulgated thereunder. "CURRENT ASSETS" shall mean the Inventory and Accounts Receivable. "EMPLOYEE" means those employees of Seller employed in or applicable position titles for the PVA Business and listed on Schedule 1.2. "EMPLOYEE BENEFIT AND COMPENSATION PLANS" shall have the meaning set forth in Section 5.6.2 hereof. 211175	Celanese Celanese AG ( Plastic & Rubber ) As referenced in this Asset Purchase Agreement: celanese – of September 4, 2000 Among AIR PRODUCTS AND CHEMICALS, INC., AIR PRODUCTS, L.P. and CELANESE LTD., CELANESE AMERICAS CORPORATION and CNA HOLDINGS, INC. {PAGE} 2 TABLE OF CONTENTS {TABLE} {CAPTION} celanese – 4, 2000 Among AIR PRODUCTS AND CHEMICALS, INC., AIR PRODUCTS, L.P. and CELANESE LTD., CELANESE AMERICAS CORPORATION and CNA HOLDINGS, INC. {PAGE} 2 TABLE OF CONTENTS {TABLE} {CAPTION} Page {S} { celanese – P., a Delaware limited partnership (together with Air Products, referred to herein as "Sellers"), and CELANESE LTD., a Texas limited partnership (the "Purchaser"), Celanese Americas Corporation, a Delaware corporation ("CAC") and celanese – Products, referred to herein as "Sellers"), and CELANESE LTD., a Texas limited partnership (the "Purchaser"), Celanese Americas Corporation, a Delaware corporation ("CAC") and CNA Holdings, Inc., a Delaware corporation ("CNA"). WHEREAS, celanese – to Group Vice President Chemicals, telecopy: 610-481-8223; 18.2. if to Purchaser, to Celanese Ltd., c/o Celanese Americas Corporation, 86 Morris Avenue, Summit, NJ 07901, Attention of President: dt 11607 ; Air Products Air Products & Chemicals, Inc. ( Chemical Manufacturing ) As referenced in this Asset Purchase Agreement: air products and chemicals – PAGE} 1 Exhibit 4.6 ASSET PURCHASE AGREEMENT Dated as of September 4, 2000 Among AIR PRODUCTS AND CHEMICALS , INC., AIR PRODUCTS, L.P. and CELANESE LTD., CELANESE AMERICAS CORPORATION and CNA HOLDINGS, air products and chemicals – TABLE} {PAGE} 7 ASSET PURCHASE AGREEMENT, dated as of September 4, 2000 (the "Agreement"), among AIR PRODUCTS AND CHEMICALS , INC., a Delaware corporation ("Air Products"), AIR PRODUCTS, L.P., a Delaware limited partnership ( air products and chemicals – a party as shall be specified by like notice): 18.1. if to Sellers, to Air Products and Chemicals , Inc., 7201 Hamilton Boulevard, Allentown, PA 18195-1501, Attention of the Corporate Secretary, copy air products and chemicals – executed in its name and on its behalf as of the date first above written. AIR PRODUCTS AND CHEMICALS , INC. By: -------------------------------------- Name: Title: AIR PRODUCTS, L.P. By: Air Products, L.L.C., dt 17835 ;	PACE Paper, Allied-Industrial, Chemical & Energy Workers International Union ( Unions ) As referenced in this Asset Purchase Agreement: Paper, Allied-Industrial – first. 7.10. RECOGNITION OF EMPLOYEES' UNION. The Purchaser shall at the Closing recognize the Paper, Allied-Industrial , Chemical & Energy Workers' International Union, Local 5-727 (PACE) as the exclusive bargaining agent _____________ dt 85312 ; Goldman, Sachs Goldman, Sachs & Co. ( Investment Services ) As referenced in this Asset Purchase Agreement: goldman, sachs – to this Agreement or the transactions contemplated hereby. Air Products acknowledges that it has retained Goldman, Sachs & Co. in connection with this Agreement. 12. EXPENSES Except as otherwise provided herein, each dt 17852
$64	Preview Full Doc	2001	Asset Purchase Agreement Asset Purchase Agreement (238K) Doc #231518: Click preview link for longer preview. ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (the "Agreement") is dated as of May 21, 2001 among BCP Ingredients, Inc., a Delaware corporation ("Buyer"), and DuCoa L.P. a Delaware limited partnership ("DuCoa"), and DCV, Inc., a Delaware corporation ("DCV") and the general partner of DuCoa, and DCV GPH, Inc., a Delaware corporation ("LP") and a limited partner of DuCoa (DuCoa, DCV and LP being together referred to herein as "Sellers" and being individually referred to herein as a "Seller"). BACKGROUND Buyer desires to purchase and acquire from Sellers, and Sellers desire to sell, assign and transfer to Buyer, certain assets, properties and business, as a going concern, of Sellers, forming part of or used in connection with any of the Business (as herein defined), with the exception of certain excluded assets hereinafter specified, upon the terms and subject to the conditions hereinafter set forth. In consideration of the premises and the mutual covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows: ARTICLE 1 1. Purchase and Sale of Business and Assets. 1.1 Acquired Assets. Subject to and upon the terms and conditions of this Agreement, Sellers shall sell, transfer, convey, assign, grant and deliver (collectively "Transfer") to Buyer, and Buyer shall acquire, and except as otherwise indicated in this Section 1.1, at the Closing (as hereinafter defined), subject to the Permitted Liens (as hereinafter defined), all right, title and interest in and to all business, properties, assets, machinery, equipment, furniture, fixtures, licenses, goodwill and rights of Sellers as a going concern, of every kind, nature and description, tangible and intangible, owned or leased, real or mixed, wherever located and whether or not carried or reflected on the books or records of any Seller, including all properties, assets, franchises, rights described in the form of Bill of Sale annexed as Exhibit 1.1 hereto (the "Bill of Sale"), and all of the Acquired Assets, as hereinafter referred to, but excluding the Excluded Assets (as hereinafter defined), as the same shall exist on the Closing Date (as hereinafter defined), forming part of or used in connection with any of the Business (as hereinafter defined). All of the foregoing (other than the Excluded Assets) are herein collectively referred to as the "Acquired Assets." The Acquired Assets also include, without limitation, all, or where expressly indicated below in this Section 1.1, all right and title and interest of any of Sellers in and to all, of the following: 1.1.1 all real property and buildings and improvements thereon and all interests therein or pertaining thereto (other than leasehold interests covered by Section 1.1.3 below) owned by any Seller and used or occupied in connection with any of the Business (as defined in Section 1.2 below) (such real property being hereinafter referred to as the "Owned Real Property"), including the real property more particularly described on Schedule 1.1.1 of the Disclosure Schedule (as hereinafter defined); -1- {PAGE} 1.1.2 all tools, dies, molds, jigs, patterns, tooling, fittings, tanks, machinery, equipment, cranes, furniture, furnishings, fixtures, vehicles, rolling stock, and all computer hardware, used in connection with any of the Business, all related claims, credits, and rights of recovery and set-off with respect thereto, and all other items of tangible personal property of any Seller used by any Seller in connection with any of the Business (collectively the "Equipment"), including the items of Equipment more particularly described on Schedule 1.1.2 of the Disclosure Schedule; 1.1.3 all leasehold interests used, held or occupied in connection with any of the Business in all properties, real or mixed, wherever situated (but excluding the leased Randolph, Wisconsin real property, the leased Highland, Illinois real property and the leased Wilmington, Delaware real property (the "Excluded Leased Property"), and any and all leasehold improvements located in the buildings and improvements used by any Seller thereat (collectively, "Leased Real Property," and, together with the Owned Real Property and the Excluded Leased Property, the "Real Properties"), including under the leases more particularly described on Schedule 1.1.3 of the Disclosure Schedule and all leasehold improvements located thereon; 1.1.4 all U.S. and foreign trademark registrations and applications therefor, and all right, title and interest of any of Sellers in and to all names, titles, trademarks, trade names, service marks and logos owned, used or proposed for use in connection with any of the Business, and any names similar to or any derivation or variation of any and all thereof, and the goodwill pertaining thereto and all right to fully exploit such names and other property and rights (all of the above being hereinafter referred to as the "Marks"), including, those names, marks and logos more particularly described on Schedule 1.1.4 of the Disclosure Schedule; 1.1.5 all patents and patent applications owned or used in connection with any of the Business, and the goodwill pertaining thereto and the right to fully exploit, and enforce infringement claims in respect of, such patents (collectively, "Patents"), including those Patents more particularly described on Schedule 1.1.5 of the Disclosure Schedule subject to those licenses identified on said Schedule 1.1.5; 1.1.6 all of the right, title and interest (including by reason of license or lease) of any Seller in or to any and all software, computer programs, and software products and services owned, used, licensed, developed, being developed or intended to be developed for or in connection with any of the Business, whether for internal use (including engineering, design, manufacturing, quality control, quality assurance, inventory control, pricing and testing programs and software to create, publish, manufacture and distribute any web site or home page) or for sale or license to others, and any and all software, computer programs and software and software-related products and services heretofore or currently or at the Closing manufactured, published, licensed and/or marketed or proposed to be manufactured, published, licensed and/or marketed, or under any stage of development, revision, upgrade, modification or planning, for or in connection with any of the Business , in all versions and releases, and all updates and enhancements of or to any of the foregoing, including all run-time systems, libraries, examples, utilities, data files, manuals, guides and written and related materials and all Intellectual Property and Documentation (as such terms are herein defined), whether or not patented or copyrighted, related to the implementation or use of any thereof (collectively, "Programs"); 1.1.7 all right, title and interest of any of Sellers in and to all documentation, records and software, whether in machine or visually readable or 231518	Celanese Celanese AG ( Plastic & Rubber ) As referenced in this Asset Purchase Agreement: Celanese – obligations of the licensor under that certain Technology and Trademark License between DuCoa and Grupo Celanese S.A. de C.V., dated as of September 27, 2000 (the "Mexico License"). Sellers dt 60696 ; Balchem Balchem Corp. ( Chemical Manufacturing ) As referenced in this Asset Purchase Agreement: Balchem – 302-695-5330 Fax: 302-695-5350 - 34 - {PAGE} if to Buyer, to: c/o Balchem Corporation 2007 Route 284 Slate Hill, New York 10973 Attn: Dino A. Rossi, President Tel: Balchem – Products"). 3 {PAGE} Guaranty This Guaranty, dated as of June 1, 2001, is made by Balchem Corporation, a Maryland corporation ("Parent") and the parent corporation of BCP Ingredients, Inc., a Balchem – WITNESS WHEREOF, Parent has duly executed this Guaranty as of the date first written above. Balchem Corporation By: /s/ Dino A. Rossi --------------------------- Its: President -------------------------- 4 {PAGE} LIMITED RELEASE AGREEMENT THIS RELEASE Balchem – the "Agreement") is made and entered into as of June 1, 2001 by and between Balchem Corporation ("Balchem") and DuCoa L.P ("DuCoa"). WHEREAS, BCP Ingredients, Inc., a subsidiary of Balchem, "Balchem" – is made and entered into as of June 1, 2001 by and between Balchem Corporation ("Balchem" ) and DuCoa L.P ("DuCoa"). WHEREAS, BCP Ingredients, Inc., a subsidiary of Balchem, and dt 55158 ; Fleet Bank Fleet Bank, NA ( Financial ) ;	BCP Ingredients, Inc.; DuCoa L.P.; More...
$42	Preview Full Doc	2003	Master Purchase and Sale Agreement Master Purchase and Sale Agreement (111K) Doc #211084: Click preview link for longer preview. MASTER PURCHASE AND SALE AGREEMENT between Clariant International AG and MADIONOVA GmbH as of September 26, 2002 Table of Contents 1. Definitions 6 2. Sale and Purchase of Business, Consideration 16 2.1 Sale of the Business 16 2.1.1 Sale of Shares 16 2.1.2 Sale of Business by Seller and by Selling Subsidiaries 17 2.2 Total . . . 211084	Celanese Celanese AG ( Plastic & Rubber ) As referenced in this Master Purchase and Sale Agreement: celanese – and confirmed by registered mail or courier and addressed as follows: If to Purchaser: Celanese AG Attn. General Counsel Frankfurter Strasse 111 61476 Kronberg / TS Germany Fax: +49 69 / 305 - celanese – Germany Fax: +49 69 / 305 - 827 31 Copy: Bruce A. Bennett Vice President of Celanese Ltd. 1601 W. LBJ Freeway Dallas, TX 75234 United States Fax: +1 972 443 8554 & celanese – to cause the Seller and Selling Subsidiaries to comply with their obligations under this Agreement. Celanese AG herewith irrevocably and unconditionally warrants to cause the Purchaser, the Purchasing Subsidiaries and the celanese – written. Seller: Purchaser: Agreed with respect to the obligation in art. 12.9: Clariant AG Celanese AG dt 11531 ; Clariant International AG;	Madionova GmbH
$81	Preview Full Doc	2005	Master Sale and Purchase Agreement Master Sale and Purchase Agreement (478K) Doc #1011829: Click preview link for longer preview. Dated: November 23, 2004 (1) ERGON INVESTMENTS UK LIMITED (2) CELANESE AMERICAS CORPORATION MASTER SALE AND PURCHASE AGREEMENT relating to the Vinamul Polymers business of Ergon Investments UK Limited (and subsidiaries) and the entire issued share capitals of Vinamul Limited and Vinamul B.V. CONTENTS Clause Page 1. Interpretation 1 2. Sale and purchase of the Business Assets and the Shares and treatment . . . 1011829	Celanese Celanese AG ( Plastic & Rubber ) As referenced in this Master Sale and Purchase Agreement: CELANESE – b787314ex4-22 EX-4 15 b787314ex4-23.htm Exhibit 4.23 Dated: November 23, 2004 (1) ERGON INVESTMENTS UK LIMITED (2) CELANESE AMERICAS CORPORATION MASTER SALE AND PURCHASE AGREEMENT relating to the Vinamul Polymers business of Ergon Investments UK Limited (and subsidiaries) and the entire issued share capitals of Vinamul Limited and _____________ CELANESE – PARTIES: (1) ERGON INVESTMENTS UK LIMITED a company incorporated in England and Wales (registered number 02074787) whose registered office is at 20 Manchester Square, London W1U 3AN ("Ergon"); and (2) CELANESE AMERICAS CORPORATION whose principal place of business is at Suite 310, 550 US Highway 202/206, Bedminster, NJ 07921-1590, United States of America (the "Purchaser"). BACKGROUND Ergon has agreed _____________ Celanese – other members of the Purchaser's Group as the Purchaser shall nominate and procure to purchase all or part of the Business Assets and which are wholly owned by: (a) Celanese A.G.; (b) the Purchaser; or (c) Celanese A.G. and the Purchaser taken together; "Business Sellers" means Ergon and/or such other members of the ICI Group as it _____________ Celanese – the Purchaser shall nominate and procure to purchase all or part of the Business Assets and which are wholly owned by: (a) Celanese A.G.; (b) the Purchaser; or (c) Celanese A.G. and the Purchaser taken together; "Business Sellers" means Ergon and/or such other members of the ICI Group as it shall be necessary for Ergon to procure to _____________ "Celanese – but not yet debited against, the accounts of each Company; and (v) all securities readily convertible into cash (valued by reference to the cash amount into which they are convertible); "Celanese Insurance Deductibles" means the deductibles under the Celanese Insurance Programme from time to time; "Celanese Insurance Programme" shall have the meaning given to that term in Clause 22.3 (Purchaser' _____________ dt 1365596 ; Imperial Imperial Chemical Industries plc ( Chemical Manufacturing ) As referenced in this Master Sale and Purchase Agreement: Imperial Chemical Industries – amount of such costs and capital expenditure); "Covenant Consideration" means the sum of ten million four hundred thousand U.S. dollars (U.S.$10,400,000), representing the consideration for Imperial Chemical Industries PLC entering into the Deed of Restrictive Covenant; "Covered Liabilities" means any obligation, liability or commitment of whatever nature relating to the Business, whether actual or contingent and whether presently _____________ Imperial Chemical Industries – to any time prior to the Transfer Time; and (iv) Intra-Group Non-Trading Claims; "Deed of Restrictive Covenant" means the deed of that name in the Agreed Terms between Imperial Chemical Industries PLC and the Purchaser and listed in Part 1 (The Transaction Documents) of Schedule 16 (The Documents in the Agreed Terms). After the Completion Date and where appropriate, reference to _____________ "Imperial Chemical Industries – and made between ICI Paints and National Starch & Chemical Company, as amended from time to time; "ICTA" means the Income and Corporation Taxes Act 1988; 19 Back to Contents "Imperial Chemical Industries PLC" means Imperial Chemical Industries PLC, a company incorporated in England and Wales (registered number 00218019) whose registered office is at 20 Manchester Square, London W1U 3AN; "Increased Rate" means, _____________ Imperial Chemical Industries – and National Starch & Chemical Company, as amended from time to time; "ICTA" means the Income and Corporation Taxes Act 1988; 19 Back to Contents "Imperial Chemical Industries PLC" means Imperial Chemical Industries PLC, a company incorporated in England and Wales (registered number 00218019) whose registered office is at 20 Manchester Square, London W1U 3AN; "Increased Rate" means, in relation to interest accruing _____________ Imperial Chemical Industries – to the extent it relates to an Assumed Liability or a liability of a Company in relation to the Business; "NSC" means National Starch & Chemical, a business division of Imperial Chemical Industries PLC; "Other Relevant Competition Authorities" means each Relevant Competition Authority other than the GFCO, the FTC and the DOJ; "Oxy Licence" means the patent licence from Occidental Chemical Corporation to _____________ dt 1411421 ;	Barclays Bank Barclays Bank plc ( Financial ) As referenced in this Master Sale and Purchase Agreement: Barclays Bank plc; – as quoted in the Financial Times; "Initial UK Rate" means, in relation to interest accruing in respect of any day, a rate equivalent to the prevailing base rate quoted by Barclays Bank plc; 174 < Back to Contents "UK Final Cash Balance Interest" means an amount equal to the interest on the UK Final Cash Balance at: (e) the Initial UK Rate _____________ dt 1402772 ; Skadden Skadden, Arps, Slate, Meagher & Flom LLP ( Legal ) As referenced in this Master Sale and Purchase Agreement: Skadden, Arps – Companies, and all other subsidiaries and subsidiary undertakings of any holding company of the Purchaser and "member of the Purchaser's Group" shall be construed accordingly; "Purchaser's Lawyers" means Skadden, Arps , Slate, Meagher & Flom (UK) LLP; 24 Back to Contents "Purchasing Companies" means the Business Purchasers and the Company Purchasers; "QST" means the Qubec Sales Tax imposed by the _____________ SKADDEN, ARPS – S. Highway 202/206, Bedminster NJ 07921-1590 Facsimile number: +908 901 4825 Marked for the attention of: Legal Department With a copy (which shall not constitute service) to: Party: SKADDEN, ARPS , SLATE, MEAGHER & FLOM (UK) LLP Address: 40 Bank Street, London E14 5DS Facsimile number: +44 (0)20 7519 7070 Marked for the attention of: Allan Murray-Jones 33. _____________ dt 1431375
$44	Preview Full Doc	2005	Membership Interest Purchase Agreement Membership Interest Purchase Agreement (59K) Doc #811064: Click preview link for longer preview. MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among SNRG CORPORATION, As Purchaser W. W. SCOTT, JR. and JOHN W. JOHNSON, As Sellers Dated as of August 17, 2005 1713254.2 FINAL EXECUTION COPY MEMBERSHIP INTEREST PURCHASE AGREEMENT Membership Interest Purchase Agreement (this ï¿½Agreementï¿½), dated as of August 17, 2005, by and among SNRG Corporation, formerly known as Texen Oil & Gas, Inc., a Nevada corporation (the ï¿½Purchaserï¿½), Woodrow W. Scott, Jr., an individual (ï¿½Scottï¿½), and John W. Johnson, an . . . 811064	Celanese Celanese AG ( Plastic & Rubber ) As referenced in this Membership Interest Purchase Agreement: Celanese, – have any employees. The Company has not maintained and does not maintain any employee benefit plans. 4.11 Contracts. Except for (i) the Environmental Indemnity, dated October 18, 2001, between Celanese, Ltd. and Port Assets, LLC (the Environmental Indemnity) and (ii) the Consulting and Compensation Agreement between the Company and Don Brady, the Compensation and Termination Agreement among the Company, _____________ dt 1708674 ; TexEn TexEn Oil & Gas Inc. ( Energy ) ;	Gardere Wynne Gardere Wynne Sewell, LLP ( Legal ) As referenced in this Membership Interest Purchase Agreement: Gardere Wynne – Closing; Effective Date. Subject to the terms and conditions set forth herein, the closing of the transactions contemplated by this Agreement (the Closing) shall take place at the offices of Gardere Wynne Sewell LLP in Houston, Texas on August 16, 2005, or on such other date and at such other place as may be agreed to by the parties (the Closing _____________ dt 1719617
$66	Preview Full Doc	2004	Purchase and Sale Agreement Purchase and Sale Agreement (170K) Doc #1038885: Click preview link for longer preview. PURCHASE AND SALE AGREEMENT between TICONA LLC, as Seller and CELGENE CORPORATION, as Buyer <PAGE> TABLE OF CONTENTS PAGE ARTICLE 1. Sale of Property; Purchase Price.................................... . . . 1038885	Celanese Celanese AG ( Plastic & Rubber ) As referenced in this Purchase and Sale Agreement: CELANESE – County of the land described in the Order Amending Complaint and Final Judgment Fixing Compensation dated July 21, 1976 entered in the proceeding captioned THE UNION COUNTY PARK COMMISSION VS. CELANESE CORPORATION ET AL. (N.J. Superior Court, Docket No. L-38013-73). 2. Exceptions 1, 2 and 5 to Schedule B - Section 2 of the Buyer's Title Commitment. 3. _____________ dt 1708678 ;	Wachovia Bank Wachovia Bank, NA ( Financial ) As referenced in this Purchase and Sale Agreement: Wachovia Bank, Na – constitute the agreement of the Escrow Agent to the terms of this Section. (b) The Deposit shall be held by the Escrow Agent in a segregated interest-bearing account at Wachovia Bank, Na tional Association, Fleet National Bank, Bank of America or another commercial bank designated by the Escrow Agent and approved by the Seller and the Buyer. The portion of the Deposit _____________ dt 1718157
$83	Preview Full Doc	2007	Purchase Agreement Purchase Agreement (255K) Doc #2705929: Click preview link for longer preview. The Schedules and Exhibits referenced in this Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Copies of the omitted Schedules and Exhibits will be provided to the Securities and Exchange Commission upon its request.ï¿½] PURCHASE AGREEMENT DATED AS OF DECEMBER 12, 2006 BY AND AMONG CELANESE LTD., TICONA POLYMERS INC., CELANESE CHEMICALS EUROPE GMBH, CELANESE CORPORATION, ADVENT OXO (CAYMAN) LIMITED, OXO TITAN US CORPORATION, DRACHENFELSSEE 520. V V GMBH AND DRACHENFELSSEE 521. V V GMBH TABLE OF . . . 2705929	Celanese Celanese AG ( Plastic & Rubber ) As referenced in this Purchase Agreement: CELANESE – Copies of the omitted Schedules and Exhibits will be provided to the Securities and Exchange Commission upon its request.] PURCHASE AGREEMENT DATED AS OF DECEMBER 12, 2006 BY AND AMONG CELANESE LTD., TICONA POLYMERS INC., CELANESE CHEMICALS EUROPE GMBH, CELANESE CORPORATION, ADVENT OXO (CAYMAN) LIMITED, OXO TITAN US CORPORATION, DRACHENFELSSEE 520. V V GMBH AND DRACHENFELSSEE 521. V V GMBH TABLE _____________ CELANESE – and Exhibits will be provided to the Securities and Exchange Commission upon its request.] PURCHASE AGREEMENT DATED AS OF DECEMBER 12, 2006 BY AND AMONG CELANESE LTD., TICONA POLYMERS INC., CELANESE CHEMICALS EUROPE GMBH, CELANESE CORPORATION, ADVENT OXO (CAYMAN) LIMITED, OXO TITAN US CORPORATION, DRACHENFELSSEE 520. V V GMBH AND DRACHENFELSSEE 521. V V GMBH TABLE OF CONTENTS Page 1. Definitions _____________ CELANESE – provided to the Securities and Exchange Commission upon its request.] PURCHASE AGREEMENT DATED AS OF DECEMBER 12, 2006 BY AND AMONG CELANESE LTD., TICONA POLYMERS INC., CELANESE CHEMICALS EUROPE GMBH, CELANESE CORPORATION, ADVENT OXO (CAYMAN) LIMITED, OXO TITAN US CORPORATION, DRACHENFELSSEE 520. V V GMBH AND DRACHENFELSSEE 521. V V GMBH TABLE OF CONTENTS Page 1. Definitions 2 2. Purchase and _____________ Celanese – Building Right 47 (l) Ancillary Shares Consent 48 6. Post-Closing Covenants 48 (a) General 48 (b) Employees and European Employees 48 (c) Noncompetition; Nonsolicitation; Confidentiality 48 (d) Use of Celanese Name 51 (e) Taxes; Prorations 51 (f) Post Closing Cooperation by Buyer 56 (g) Further Assurances 57 (h) Notification of Transfer 57 (i) Special Indemnification 57 (j) Environmental Matters 58 ( _____________ CELANESE – a Delaware corporation (U.S. Buyer), DRACHENFELSSEE 520. V V GMBH, a German limited liability company (German Holdco), DRACHENFELSSEE 521. V V GMBH, a German limited liability company (German Buyer), CELANESE LTD., a Texas limited partnership (Celanese Ltd.), TICONA POLYMERS INC., a Delaware corporation (Ticona, and together with Celanese Ltd., U.S. Seller), CELANESE CHEMICALS EUROPE GMBH, a German limited liability _____________ dt 1708680 ; Travelscape Travelscape, LLC ;	Thompson Coburn Thompson Coburn ( Legal ) As referenced in this Purchase Agreement: Thompson Coburn – Sellers: Celanese Corporation 1601 West LBJ Freeway Dallas, TX 75234 Attention: Curtis S. Shaw, Esq., Executive Vice President, General Counsel and Corporate Secretary Fax: (972) 443-4461 With copy to: Thompson Coburn LLP One US Bank Plaza St. Louis, Missouri 63101 Attention: Thomas A. Litz, Esq. Fax: (314) 552-7000 If to Buyer: Advent Oxo (Cayman) Limited 75 State Street Boston, Massachusetts _____________ dt 1720815 ; Weil Gotshal Weil, Gotshal & Manges LLP ( Legal ) As referenced in this Purchase Agreement: Weil, Gotshal – Street Boston, Massachusetts 02109 Attention: Janet Henessy Fax: (617) 951-0566 75 With copies to: Advent International Corporation 75 State Street Boston, Massachusetts 02109 Attention: Fax: (617) 951-0566 and Weil, Gotshal & Manges LLP Taunusanlage 1 (Skyper) 60329 Frankfurt, Germany Attention: Gerhard Schmidt Fax: 49 69 21659 699 and Weil, Gotshal & Manges LLP 100 Federal Street Boston, Massachusetts 02110 _____________ Weil, Gotshal – Street Boston, Massachusetts 02109 Attention: Fax: (617) 951-0566 and Weil, Gotshal & Manges LLP Taunusanlage 1 (Skyper) 60329 Frankfurt, Germany Attention: Gerhard Schmidt Fax: 49 69 21659 699 and Weil, Gotshal & Manges LLP 100 Federal Street Boston, Massachusetts 02110 Attention: Marilyn French Fax: (617) 772-8333 and Lovells Untermainanlage 1 60329 Frankfurt, Germany Attention: Patrick Kaffine Fax: 49 69 _____________ dt 1709429
$71	Preview Full Doc	2007	Purchase Agreement Purchase Agreement (255K) Doc #2746930: Click preview link for longer preview. The Schedules and Exhibits referenced in this Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Copies of the omitted Schedules and Exhibits will be provided to the Securities and Exchange Commission upon its request.ï¿½] PURCHASE AGREEMENT DATED AS OF DECEMBER 12, 2006 BY AND AMONG CELANESE LTD., TICONA POLYMERS INC., CELANESE CHEMICALS EUROPE GMBH, CELANESE CORPORATION, ADVENT OXO (CAYMAN) LIMITED, OXO TITAN US CORPORATION, DRACHENFELSSEE 520. V V GMBH AND DRACHENFELSSEE 521. V V GMBH TABLE OF . . . 2746930	Celanese Celanese AG ( Plastic & Rubber ) As referenced in this Purchase Agreement: CELANESE – Copies of the omitted Schedules and Exhibits will be provided to the Securities and Exchange Commission upon its request.] PURCHASE AGREEMENT DATED AS OF DECEMBER 12, 2006 BY AND AMONG CELANESE LTD., TICONA POLYMERS INC., CELANESE CHEMICALS EUROPE GMBH, CELANESE CORPORATION, ADVENT OXO (CAYMAN) LIMITED, OXO TITAN US CORPORATION, DRACHENFELSSEE 520. V V GMBH AND DRACHENFELSSEE 521. V V GMBH TABLE _____________ CELANESE – and Exhibits will be provided to the Securities and Exchange Commission upon its request.] PURCHASE AGREEMENT DATED AS OF DECEMBER 12, 2006 BY AND AMONG CELANESE LTD., TICONA POLYMERS INC., CELANESE CHEMICALS EUROPE GMBH, CELANESE CORPORATION, ADVENT OXO (CAYMAN) LIMITED, OXO TITAN US CORPORATION, DRACHENFELSSEE 520. V V GMBH AND DRACHENFELSSEE 521. V V GMBH TABLE OF CONTENTS Page 1. Definitions _____________ CELANESE – provided to the Securities and Exchange Commission upon its request.] PURCHASE AGREEMENT DATED AS OF DECEMBER 12, 2006 BY AND AMONG CELANESE LTD., TICONA POLYMERS INC., CELANESE CHEMICALS EUROPE GMBH, CELANESE CORPORATION, ADVENT OXO (CAYMAN) LIMITED, OXO TITAN US CORPORATION, DRACHENFELSSEE 520. V V GMBH AND DRACHENFELSSEE 521. V V GMBH TABLE OF CONTENTS Page 1. Definitions 2 2. Purchase and _____________ Celanese – Building Right 47 (l) Ancillary Shares Consent 48 6. Post-Closing Covenants 48 (a) General 48 (b) Employees and European Employees 48 (c) Noncompetition; Nonsolicitation; Confidentiality 48 (d) Use of Celanese Name 51 (e) Taxes; Prorations 51 (f) Post Closing Cooperation by Buyer 56 (g) Further Assurances 57 (h) Notification of Transfer 57 (i) Special Indemnification 57 (j) Environmental Matters 58 ( _____________ CELANESE – a Delaware corporation (U.S. Buyer), DRACHENFELSSEE 520. V V GMBH, a German limited liability company (German Holdco), DRACHENFELSSEE 521. V V GMBH, a German limited liability company (German Buyer), CELANESE LTD., a Texas limited partnership (Celanese Ltd.), TICONA POLYMERS INC., a Delaware corporation (Ticona, and together with Celanese Ltd., U.S. Seller), CELANESE CHEMICALS EUROPE GMBH, a German limited liability _____________ dt 1708684 ; Celanese Celanese Corp ;	Thompson Coburn Thompson Coburn ( Legal ) As referenced in this Purchase Agreement: Thompson Coburn – Sellers: Celanese Corporation 1601 West LBJ Freeway Dallas, TX 75234 Attention: Curtis S. Shaw, Esq., Executive Vice President, General Counsel and Corporate Secretary Fax: (972) 443-4461 With copy to: Thompson Coburn LLP One US Bank Plaza St. Louis, Missouri 63101 Attention: Thomas A. Litz, Esq. Fax: (314) 552-7000 If to Buyer: Advent Oxo (Cayman) Limited 75 State Street Boston, Massachusetts _____________ dt 1720822 ; Weil Gotshal Weil, Gotshal & Manges LLP ( Legal ) As referenced in this Purchase Agreement: Weil, Gotshal – Street Boston, Massachusetts 02109 Attention: Janet Henessy Fax: (617) 951-0566 75 With copies to: Advent International Corporation 75 State Street Boston, Massachusetts 02109 Attention: Fax: (617) 951-0566 and Weil, Gotshal & Manges LLP Taunusanlage 1 (Skyper) 60329 Frankfurt, Germany Attention: Gerhard Schmidt Fax: 49 69 21659 699 and Weil, Gotshal & Manges LLP 100 Federal Street Boston, Massachusetts 02110 _____________ Weil, Gotshal – Street Boston, Massachusetts 02109 Attention: Fax: (617) 951-0566 and Weil, Gotshal & Manges LLP Taunusanlage 1 (Skyper) 60329 Frankfurt, Germany Attention: Gerhard Schmidt Fax: 49 69 21659 699 and Weil, Gotshal & Manges LLP 100 Federal Street Boston, Massachusetts 02110 Attention: Marilyn French Fax: (617) 772-8333 and Lovells Untermainanlage 1 60329 Frankfurt, Germany Attention: Patrick Kaffine Fax: 49 69 _____________ dt 1709460
$50	Preview Full Doc	2002	Securities Purchase Agreement Securities Purchase Agreement (93K) Doc #1206501: Click preview link for longer preview. SECURITIES PURCHASE AGREEMENT among EPIQ SYSTEMS, INC. and THE SEVERAL PURCHASERS NAMED HEREIN Dated as of November 7, 2002 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is dated as of November 7, 2002, among EPIQ SYSTEMS, INC., a Missouri corporation (the "Company"), and the several PURCHASERS named on the signature pages hereto (individually a "Purchaser" and collectively, the "Purchasers"). Recitals: 1. . . . 1206501	Celanese Celanese AG ( Plastic & Rubber ) As referenced in this Securities Purchase Agreement: CELANESE – THE KROGER CO. CONSOLIDATED MASTER RETIREMENT TRUST WASATCH FUNDS, INC. FOR WASATCH GLOBAL SCIENCE & TECHNOLOGY FUND GANNETT RETIREMENT PLAN MASTER TRUST MERCED COUNTY EMPLOYEES' RETIREMENT ASSOCIATION SHEDD AQUARIUM SOCIETY CELANESE AMERICAS CORPORATION RETIREMENT PENSION PLAN THE GOVERNING COUNCIL OF THE UNIVERSITY OF TORONTO PARKER HANNIFIN CORPORATION OHIO CARPENTERS' PENSION FUND THE CHILDREN'S HOSPITAL FOUNDATION THE CHILDREN'S HOSPITAL OF _____________ Celanese – Fund 442,500 UMBTRU & Co. FBO Wasatch Global Science & Technology Fund 43,342 Wendel & Co. FBO Merced County Employees' Retirement Association 15,100 PITT & Co. FBO Celanese Americas Corporation Retirement Pension Plan 29,550 Key Bank National Association TTEE for Parker Hannifin Corporation Collective Investment Trust 27,700 MAC & Co. FBO The Children's Hospital Foundation _____________ Celanese – Technology Fund UMBTRU & Co. FBO Wasatch Global Science & Technology Fund 43,342 Merced County Employees' Retirement Association Wendel & Co. FBO Merced County Employees' Retirement Association 15,100 Celanese Americas Corporation Retirement Pension Plan PITT & Co. FBO Celanese Americas Corporation Retirement Pension Plan 29,550 Parker Hannifin Corporation Key Bank National Association TTEE for Parker Hannifin Corporation Collective _____________ Celanese – Technology Fund 43,342 Merced County Employees' Retirement Association Wendel & Co. FBO Merced County Employees' Retirement Association 15,100 Celanese Americas Corporation Retirement Pension Plan PITT & Co. FBO Celanese Americas Corporation Retirement Pension Plan 29,550 Parker Hannifin Corporation Key Bank National Association TTEE for Parker Hannifin Corporation Collective Investment Trust 27,700 The Children's Hospital Foundation MAC & _____________ dt 1708679 ; EPIQ Systems EPIQ Systems, Inc. ( Software & Programming ) As referenced in this Securities Purchase Agreement: EPIQ SYSTEMS, INC. – EX-10.1 3 a2093593zex-10_1.htm EX-10.1 QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.1 SECURITIES PURCHASE AGREEMENT among EPIQ SYSTEMS, INC. and THE SEVERAL PURCHASERS NAMED HEREIN Dated as of November 7, 2002 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is dated as of November 7, 2002, among _____________ EPIQ SYSTEMS, INC. – INC. and THE SEVERAL PURCHASERS NAMED HEREIN Dated as of November 7, 2002 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is dated as of November 7, 2002, among EPIQ SYSTEMS, INC. , a Missouri corporation (the "Company"), and the several PURCHASERS named on the signature pages hereto (individually a "Purchaser" and collectively, the "Purchasers"). Recitals: 1. The Company desires to issue _____________ EPIQ Systems, Inc. – writing and sent by registered or certified mail, return receipt requested, or delivered by hand against written receipt therefor, or sent by confirmed facsimile, addressed to: If to the Company: EPIQ Systems, Inc. 501 Kansas Avenue Kansas City, Kansas 66105 Attn: Tom W. Olofson, Chairman of the Board and Chief Executive Officer Facsimile: (913) 621-7281 With a copy to: Gilmore & _____________ EPIQ SYSTEMS, INC. – but shall not identify any Purchaser in such press release. 15 IN WITNESS WHEREOF, the undersigned have duly executed this Securities Purchase Agreement as of the date first above written. EPIQ SYSTEMS, INC. By: /s/ TOM W. OLOFSON Tom W. Olofson Chairman of the Board and Chief Executive Officer WASATCH FUNDS, INC. FOR WASATCH ULTRA GROWTH FUND THE KROGER CO. CONSOLIDATED MASTER _____________ EPIQ SYSTEMS, INC. – The Children's Hospital of Philadelphia 1,425 Total 666,667 IN WITNESS WHEREOF, the undersigned have duly executed this Securities Purchase Agreement as of the date first above written. EPIQ SYSTEMS, INC. By: /s/ TOM W. OLOFSON Tom W. Olofson Chairman of the Board and Chief Executive Officer RIVERVIEW GROUP, LLC By: /s/ TERRY FEENEY Name: Terry Feeney Title: Chief Operating _____________ dt 1741837 ;	EPIQ Systems EPIQ Systems, Inc. ( Software & Programming ) As referenced in this Securities Purchase Agreement: EPIQ SYSTEMS, INC. – EX-10.1 3 a2093593zex-10_1.htm EX-10.1 QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.1 SECURITIES PURCHASE AGREEMENT among EPIQ SYSTEMS, INC. and THE SEVERAL PURCHASERS NAMED HEREIN Dated as of November 7, 2002 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is dated as of November 7, 2002, among _____________ EPIQ SYSTEMS, INC. – INC. and THE SEVERAL PURCHASERS NAMED HEREIN Dated as of November 7, 2002 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is dated as of November 7, 2002, among EPIQ SYSTEMS, INC. , a Missouri corporation (the "Company"), and the several PURCHASERS named on the signature pages hereto (individually a "Purchaser" and collectively, the "Purchasers"). Recitals: 1. The Company desires to issue _____________ EPIQ Systems, Inc. – writing and sent by registered or certified mail, return receipt requested, or delivered by hand against written receipt therefor, or sent by confirmed facsimile, addressed to: If to the Company: EPIQ Systems, Inc. 501 Kansas Avenue Kansas City, Kansas 66105 Attn: Tom W. Olofson, Chairman of the Board and Chief Executive Officer Facsimile: (913) 621-7281 With a copy to: Gilmore & _____________ EPIQ SYSTEMS, INC. – but shall not identify any Purchaser in such press release. 15 IN WITNESS WHEREOF, the undersigned have duly executed this Securities Purchase Agreement as of the date first above written. EPIQ SYSTEMS, INC. By: /s/ TOM W. OLOFSON Tom W. Olofson Chairman of the Board and Chief Executive Officer WASATCH FUNDS, INC. FOR WASATCH ULTRA GROWTH FUND THE KROGER CO. CONSOLIDATED MASTER _____________ EPIQ SYSTEMS, INC. – The Children's Hospital of Philadelphia 1,425 Total 666,667 IN WITNESS WHEREOF, the undersigned have duly executed this Securities Purchase Agreement as of the date first above written. EPIQ SYSTEMS, INC. By: /s/ TOM W. OLOFSON Tom W. Olofson Chairman of the Board and Chief Executive Officer RIVERVIEW GROUP, LLC By: /s/ TERRY FEENEY Name: Terry Feeney Title: Chief Operating _____________ dt 1741845 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Securities Purchase Agreement: Bank of New York – Shares Purchased to be Registered as Follows: Name Number of Shares Tax Identification Number Acqua Wellington Opportunity I Limited 250,000 Total 250,000 EXHIBIT A WIRE INSTRUCTIONS Wire Instructions: Bank of New York ABA #021000018 Credit to: Paine Webber Paine Webber Acct # Client Internal Acct # A-1 EXHIBIT B Form of Opinion of Gilmore & Bell, P.C. November 7, 2002 To _____________ dt 1725620
$40	Preview Full Doc	2004	Stock Purchase and Sale Agreement Stock Purchase and Sale Agreement (13K) Doc #958851: Click preview link for longer preview. 3 y03343exv99w15.htm EX-99.15: