PURCHASE AGREEMENT
among
AAA CORPORATION,
BBB CORPORATION,
CCC CORPORATION
and
DDD CORP.
Dated as of _________(M,D,Y)
TABLE OF CONTENTS
1. Certain Definitions; Purchase and Sale of Interests
(a) Certain Definitions
(b) Purchase and Sale of Interests; Final Purchase Price
(c) Estimated Final Purchase Price
2. Closing
(a) Closing
(b) Net Worth Adjustment
(c) Limited Partnership Form of EEE
(d) Transfer to AAA Affiliate
3. Conditions to Closing
(a) Buyer's Obligation
(b) Each Seller's Obligation
4. Representations and Warranties of Sellers
4A. Representations and Warranties of AAA
(a) Authority; No Conflicts
(b) Ownership of the Interests
4B. Representations and Warranties of BBB
(a) Authority; No Conflicts
(b) Ownership of the Interests
4C. Representations and Warranties of Sellers
(a) Authority; No Conflicts
(b) Ownership of the Interests
(c) Subsidiaries and Foreign Affiliates
(d) Financial Statements
(e) Title to Tangible Assets Other than Real Property Interests. .
(f) Title to Real Property
(g) Intellectual Property
(h) Material Contracts
(i) Litigation; Decrees
(j) Compliance with Applicable Laws
(k) Employee Benefit Plans
(l) Taxes
(m) Insurance
(n) Environmental Compliance
(o) Undisclosed Liabilities
(p) Absence of Certain Changes or Events
(q) Government Contracts
(r) Labor Relations
(s) Licenses, Permits and Authorizations
(t) Assets
(u) Loss Contracts; Backlog
(v) Customers, Distributors and Suppliers
(w) Dividends by Foreign Affiliates
5. Covenants of Sellers
(a) Access
(b) Ordinary Conduct
(c) Confidentiality
(d) Preservation of Business
(e) Covenant Not to Compete
(f) Cooperation
(g) AAA Resource Transfer
(h) Intercompany Obligations
(i) Financing Obligations
(j) Notification of Certain Matters
(k) AAA Arabia
6. Representations and Warranties of Buyer
(a) Authority; No Conflicts
(b) Actions and Proceedings, etc.
(c) Availability of Funds
(d) Acquisition of Interests for Investment
(e) Fulfillment of Condition
7. Covenants of Buyer
(a) Confidentiality
(b) Performance of Obligations by Buyer After Closing Date .
(c) No Additional Representations; Disclaimer Regarding Estimates and Projections
(d) Intentionally omitted
(e) Certain Guaranties
(f) Retained Assets and Liabilities
(g) _________(YEAR) Audited Financial Statements
8. Mutual Covenants
(a) Consents
(b) Publicity
(c) Best Efforts
(d) HSR Act Compliance
(e) Cooperation with Financings
(f) Environmental Indemnification
(g) Written Materials and Records
(h) Transferred Employees and Employee Benefits .
(i) Mutual Release
(j) Insurance
(k) Transition Services Agreement
(l) Technology and Environmental Services Agreement
(m) Lease
(n) Intellectual Property Agreements
(o) Intellectual Property Recordations
(p) Cash Balance as of the Closing
(q) FNSS Royalty Dispute.
9. Further Assurances
10. Tax Matters
11. Indemnification
(a) Indemnification by Sellers
(b) Exclusive Remedy
(c) Indemnification by Buyer
(d) Losses Net of Insurance and Tax Benefits
(e) Termination of Indemnification
(f) Procedures Relating to Indemnification
12. Assignment
13. No Third-Party Beneficiaries
14. Termination
15. Survival of Representations
16. Expenses
17. Amendment and Waiver
18. Notices
19. Interpretation
20. No Strict Construction
21. Counterparts
22. Entire Agreement
23. Brokerage
24. Schedules
25. Representation by Counsel; Interpretation
26. Severability
27. Governing Law
28. Exhibits and Schedules
29. Dispute Resolution
(a) Negotiation
(b) Arbitration
LIST OF EXHIBITS
LIST OF SCHEDULES
INDEX OF DEFINED TERMS
Accounting Firm
Activity
Adjusted Net Worth Amount Adjustment Amount
Adjustment Principles
Affiliate
Agreement
Ancillary Agreements
Applicable Accounting Principles Backlog
BPI Award
Business
Buyer
Buyer Indemnified Parties
Buyer Released Parties
CAS
Cause
Closing
Closing Balance Sheet
Closing Date
Closing Statement
COBRA
Code
Continuing Guaranty
Continuing LC Obligations Defense Segment Plan
Diligence Confidentiality Agreement FFF
Environmental Claims Environmental Losses Environmental Requirements ERISA
Estimated Final Purchase Price Facility
File Plan
Final Purchase Price
Financial Statements
Financing Obligations
AAA
AAA Arabia
AAA Arabia Interests
AAA Employee Benefit Plans
AAA Insurers
AAA Intellectual Property Agreement AAA Master Trusts
AAA Salaried Plan
AAA Thrift Plan
Foreign Affiliate Closing Balance Sheet Foreign Affiliate Tax Basket
Foreign Affiliates
FRS
Government Contract
BBB
BBB Intellectual Property Agreement BBB Party
Hazardous Material
HSR Act
CCC
Inactive Contracts
Income Tax Returns
Income Taxes
indemnified party
Information
Initial Purchase Price
Intellectual Property
Interests
IRS
June 30 Balance Sheet
knowledge
Latest Financials
Lease
Leased Property
Leased Sites
Liens
Losses
Material Adverse Effect
Material Contracts
MIP
Non-Allowable Costs
Notice of Disagreement
Other Taxes
Owned Properties
Owned Property
Pension Plan
Permitted Liens
Personnel
Post-Closing Environmental Losses
Post-Closing Partial Period
Pre-Closing Partial Period
Principal Management
Pro Rata Basis
Properties
Property
Public Filings
Purchase Records
Remediation Costs
Remediation Report
Representatives
Required Consent
Employees
Retained Liabilities
San Jose Plan
Schedules
Scope of Activity
Seller Guaranty
Seller Indemnified Parties
Seller Information
Seller Released Parties
Sellers
Settlement and Advance Agreement Subsidiaries
Substitute Letters of Credit
Target Adjusted Net Worth Amount
Tax
Tax Laws
Tax Returns
Taxes
Taxing Authority
Technology and Environmental Services Agreement Third Party Claim
Timely Non-Allowable Costs
40 Transfer Notice
Transferred Employees
Transition Services Agreement
EEE
EEE Employee Benefit Plans
EEE Employees
EEE Thrift Plan
EEE's Share
PURCHASE AGREEMENT
This PURCHASE AGREEMENT (this "AGREEMENT"), dated as of _________(M,D,Y), is entered into by and among AAA Corporation, a _________(STA TE) corporation ("AAA"), BBB Corporation, a _________(STA TE) corporation, CCC Corporation, a _________(STATE) business corporation ("CCC" and, together with BBB Corporation, "BBB"), and DDD Corp., a _________(STATE) corporation ("BUYER"). AAA and BBB are collectively referred to herein as "SELLERS."
WITNESSETH:
WHEREAS, AAA is the sole owner and holder of 100% of the outstanding general partnership interests of EEE, L.P., a _________(STATE) limited partnership ("EEE"), and CCC is the sole owner and holder of 100% of the outstanding limited partnership interests of EEE; and
WHEREAS, Buyer desires to purchase from Sellers, and Sellers desire to sell to Buyer, 100% of the outstanding general partnership and limited partnership interests of EEE (the "INTERESTS") (the sale and purchase of the Interests being referred to herein as the "PURCHASE").
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. CERTAIN DEFINITIONS; PURCHASE AND SALE OF INTERESTS.
(a) CERTAIN DEFINITIONS. As used in this Agreement (including the Schedules and Exhibits hereto), the following definitions shall apply:
(i) "AFFILIATE" shall mean any natural person, and any corporation, partnership or other entity, that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the party specified.
(ii) "ANCILLARY AGREEMENTS" shall mean the Transition Services Agreement, the Technology and Environmental Services Agreement, the Lease, the AAA Intellectual Property Agreement and the BBB Intellectual Property Agreement.
(iii) "APPLICABLE ACCOUNTING PRINCIPLES" shall mean United States generally accepted accounting principles as consistently applied in the preparation of the Financial Statements, subject to any exceptions therefrom disclosed in the notes to the Financial Statements.
(iv) "BUSINESS" shall mean the entire business and operations of EEE and its Subsidiaries and Foreign Affiliates as conducted on the date hereof, including the business to be transferred to EEE pursuant to Section 5(g).
(v) "FINANCING OBLIGATIONS" shall mean (i) indebtedness of EEE or its Subsidiaries for
borrowed money, (ii) obligations of EEE or any of its Subsidiaries evidenced by bonds, notes, debentures, letters of credit or similar instruments, (iii) obligations of EEE or any of its Subsidiaries under conditional sale, title retention or similar agreements or arrangements creating an obligation of EEE or any of its Subsidiaries with respect to the deferred purchase price of property (other than customary trade credit), (iv) breakage and other costs relating to interest rate and currency obligation swaps, hedges or similar arrangements to which EEE or any of its Subsidiaries is a party and (v) all obligations of EEE or any of its Subsidiaries to guarantee any of the foregoing types of obligations on behalf of others.
(vi) "INACTIVE CONTRACTS" shall mean all contracts or other legally binding arrangements, whether oral or written, which have been entered into or assumed by EEE which provide for the delivery of products or the rendering of contract-defined deliverable services by a Seller or EEE and with respect to which the final product has been delivered and the final service has been rendered.
(vii) "INTELLECTUAL PROPERTY" shall mean all (i) domestic and foreign registrations of trademarks, service marks, logos, corporate names, protected models, designs, created works, trade names or other trade rights, (ii) pending applications for any such registrations, (iii) patents and registered copyrights and pending applications therefor, (iv) rights to other trademarks, service marks, copyrights, logos, corporate names, protected models, designs, created works, trade names and other trade rights and all other trade secrets, designs, plans, specifications, technology, know-how, methods, designs, concepts and other proprietary rights, whether or not registered and (v) rights under any licenses to use any copyrights, marks, trade names, trade rights, patents, registered models and designs, created works or other proprietary rights.
(viii) The term "KNOWLEDGE," when used in the phrase "TO THE KNOWLEDGE OF SELLERS," shall mean, and shall be limited to, the actual knowledge after reasonable inquiry of the following individuals: _________, _________, _________, _________, _________, _________, _________, David A. _________. _________ (as to the operations of the Ground Systems Division of the Business), _________ (as to the operations of the Armament Systems Division of the Business), _________, _________ and each current member of the Advisory Committee (as defined in that certain Partnership Agreement by and among Sellers and EEE dated _________(M,D,Y)).
(ix) "MATERIAL ADVERSE EFFECT" shall mean a material adverse effect upon the Business or the assets, liabilities or financial condition of EEE, its Subsidiaries and Foreign Affiliates taken as a whole.
(x) "PRO RATA BASIS" shall mean 60% with respect to AAA and 40% with respect to BBB.
(xi) "RETAINED LIABILITIES" shall mean any and all liabilities of Sellers, EEE or any of its Subsidiaries arising out of, relating to, or in respect of the matters described on SCHEDULE 7(f) hereto.
(xii) "SCHEDULES" shall mean the disclosure schedules attached hereto and incorporated by reference herein.
(xiii) "SUBSIDIARIES" shall mean, with respect to any person, any corporation or other entity of which 50% or more of the voting power of the equity securities or equity interests is owned, directly or indirectly, by such person, and shall include (without limitation) in the case of EEE, EEE International, Inc., a _________ corporation, UD EEE International Sales Corporation, a Barbados corporation and EEE Components, Limited, a Bermuda corporation, but shall specifically exclude the Foreign Affiliates. Notwithstanding anything herein or on Schedule 4C(c)-1, G&F Company, a California general partnership, shall not be deemed a "Subsidiary" for purposes of this Agreement.
All other capitalized terms used herein (or in the Schedules or Exhibits hereto) and not defined above are defined elsewhere in this Agreement. See "Index of Defined Terms" above for references to the page numbers on which such terms are defined.
(b) PURCHASE AND SALE OF INTERESTS; FINAL PURCHASE PRICE. On the terms and subject to the conditions of this Agreement, at the Closing Sellers shall sell, transfer and deliver to Buyer, and Buyer shall purchase from Sellers, the Interests, free and clear of all Liens, and the covenants contained in Section 5(e) for an aggregate cash purchase price of $,_________ in respect of the general partnership interests held by AAA and the covenants made by AAA in Section 5(e) and $,_________ in respect of the limited partnership interests held by CCC and the covenants made by CCC in Section 5(e) (collectively, the "INITIAL PURCHASE PRICE"). The final purchase price for the Interests and the covenants contained in Section 5(e) (the "FINAL PURCHASE PRICE") shall be equal to:
(i) the Initial Purchase Price; PLUS
(ii) the amount, if any, by which the Adjusted Net Worth Amount reflected on the Closing Statement in its final and binding form exceeds $,_________ (the "TARGET ADJUSTED NET WORTH AMOUNT"); MINUS
(iii) the amount, if any, by which the Target Adjusted Net Worth Amount exceeds the Adjusted Net Worth Amount reflected on the Closing Statement in its final and binding form.
(c) ESTIMATED FINAL PURCHASE PRICE. At the Closing, pursuant to the provisions of Section 2(a)(i) below, Buyer shall pay Sellers an amount (the "ESTIMATED FINAL PURCHASE PRICE") equal to the Final Purchase Price as estimated in good faith by AAA based on information provided by EEE management and set forth in a statement delivered to Buyer not less than two business days prior to the Closing Date. Such notice shall set forth AAA's and EEE's good faith estimate of the Adjusted Net Worth Amount. For purposes of this Agreement, the difference, positive or negative, between the Estimated Final Purchase Price and the Initial Purchase Price is referred to herein as the "ADJUSTMENT AMOUNT."
2. CLOSING.
(a) CLOSING. The closing (the "CLOSING") of the transactions contemplated hereby shall be held at the offices of Kirkland & Ellis, 200 East Randolph Drive, Chicago, Illinois at 10:00 a.m., local time, on _________(M,D,Y)) or, if the conditions to Closing set forth in Sections 3(a)(iii) and 3(b)(iii) shall not have been satisfied or waived by such date, on the third business day following satisfaction of such conditions. Notwithstanding the scheduled Closing Date of _________(M,D,Y)), as set forth above, the parties agree to use their commercially reasonable efforts to cause the Closing to occur earlier on _________(M,D,Y)), or other mutually agreeable date as soon after _________(M,D,Y)) as practicable. The date on which the Closing shall occur is hereinafter referred to as the "CLOSING DA TE," and the Closing shall be deemed effective as of 12:01 a.m. on the Closing Date. On the business day immediately preceding the Closing Date, Buyer and Sellers shall conduct a pre-Closing at the same location as the Closing, commencing at 10:00 a.m., local time, at which each party shall present for review by the other party copies in execution form of all documents required to be delivered by such party at the Closing.
(i) At the Closing, subject to and on the terms and conditions set forth in this Agreement, Buyer shall deliver to Sellers (A) the Estimated Final Purchase Price as follows: (1) by wire transfer to a bank account designated in writing by AAA, immediately available funds in an amount equal to $,_________ plus 60% of the Adjustment Amount (whether positive or negative), and (2) by wire transfer to a bank account designated in writing by BBB, immediately available funds in an amount equal to $,_________ plus 40% of the Adjustment Amount (whether positive or negative), (b) an instrument of assumption reasonably satisfactory to each Seller and Buyer assuming, subject to the other terms and conditions of this Agreement, all of the obligations and liabilities of whatever kind of such Seller in its capacity as a partner or predecessor of EEE to be assumed pursuant to the terms of this Agreement, (C) such other documents as are specifically required by this Agreement, (D) certified copies of resolutions duly adopted by Buyer's board of directors authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Buyer is a party, (E) a certificate of the Secretary or an Assistant Secretary of Buyer as to the incumbency of the officer(s) of Buyer (who shall not be such Secretary or Assistant Secretary) executing this Agreement or any Ancillary Agreement, (F) a legal opinion of Buyer's special counsel, addressed to each Seller and dated the Closing Date, substantially in the form attached hereto as EXHIBIT 2(a)(i) and (G) appropriate releases by EEE of each Seller as a partner or predecessor of EEE, in form and substance reasonably satisfactory to such Seller and Buyer, and consistent with the provisions of Section 8(i) below.
(ii) At the Closing, subject to and on the terms and conditions set forth in this Agreement, Sellers shall deliver or cause to be delivered to Buyer (A) such appropriately executed instruments of sale, assignment, transfer and conveyance in form and substance reasonably satisfactory to Buyer and Seller and its counsel evidencing and effecting the sale and transfer to Buyer of the Interests (it being understood that such instruments shall not require Sellers or their Affiliates to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement), (b) such other documents as are specifically required by this Agreement, (C) certified copies of resolutions duly adopted by the board of directors of each Seller authorizing the
execution, delivery and performance of this Agreement and the Ancillary Agreements, to the extent each is a party hereto or thereto, (D) a certificate of the Secretary or an Assistant Secretary of each Seller, and of EEE, as to the incumbency of the officer(s) of each (who shall not be such Secretary or Assistant Secretary) executing this Agreement or any Ancillary Agreement and (E) legal opinions of each Seller's special counsel, addressed to Buyer and dated the Closing Date, substantially in the form attached hereto as EXHIBIT 2(a)(ii).
(b) NET WORTH ADJUSTMENT.
(i) Within 60 days after the Closing Date, EEE shall, with the assistance of AAA consistent with past practice, prepare and deliver to Buyer a balance sheet of EEE as of the Closing Date (the "CLOSING BALANCE SHEET"). The Closing Balance Sheet shall be prepared in a manner consistent with the June 30 Balance Sheet and in accordance with the Applicable Accounting Principles (without regard to any purchase accounting adjustments arising out of the consummation of the transactions contemplated hereby). The Closing Balance Sheet shall be audited by FFF L.L.P. ("FFF"). FFF shall also provide audited financial statements through the Closing Date to Sellers so that each may comply with its respective reporting obligations. In connection with the foregoing, EEE shall provide the Closing Date financial reporting system ("FRS") package to AAA five days prior to the commencement of the FFF audit, and EEE shall provide Buyer and Sellers a complete list of all adjustments to accruals in excess of $,_________ made subsequent to _________(M,D,Y). FFF may begin field work for procedural tests prior to delivery of the Closing Date FRS package.
Within 60 days after the Closing Date, EEE shall, with the assistance of AAA, prepare and deliver to Buyer a statement of the Adjusted Net Worth Amount as of the Closing Date (the "CLOSING STA TEMENT"). The Closing Statement shall be prepared based solely upon the Closing Balance Sheet, adjusted in accordance with the principles set forth on SCHEDULE 2(b) hereto (the "ADJUSTMENT PRINCIPLES") which, in the event of a conflict with the Applicable Accounting Principles, shall control. The parties agree that the determination contemplated by this Section 2(b) is solely intended to show changes between the Adjusted Net Worth Amount on the Closing Date and the Target Adjusted Net Worth Amount as calculated in accordance with Schedule 2(b). Subject to the Adjustment Principles, the Target Adjusted Net Worth Amount is based upon methodologies, practices and principles used in connection with the preparation of the June 30 Balance Sheet and the adjustment contemplated by this Section 2(b) can only be properly measured if the Closing Statement is prepared using such methodologies, practices and principles. During the preparation of the Closing Statement and the period of any dispute with respect thereto, Buyer shall and shall cause EEE to (A) provide AAA and AAA's representatives with full access during normal business hours to the books, records (including work papers, schedules, memoranda and other documents), facilities and employees of EEE, (b) provide AAA as promptly as practicable following the Closing Date (but in no event later than 30 days after the Closing Date) with normal year-end closing financial information for EEE for the period ending as of the opening of business on the Closing Date and (C) cooperate fully with AAA and AAA's representatives, including the provision on a timely basis of full access to employees and all other information necessary or useful in connection with the preparation of the Closing Statement. The
Closing Statement shall be reviewed by FFF and accompanied by an appropriate report confirming that the Closing Statement has been prepared in accordance with this Section 2(b). During the 30 days immediately following receipt by Buyer and AAA of the Closing Statement, Buyer and AAA shall be permitted to review FFF's working papers relating to the audit of the Closing Balance Sheet and review of the Closing Statement and Buyer shall be permitted to review the financial and accounting papers provided by AAA for use in preparing the Closing Statement.
The Closing Statement shall become final and binding upon the parties hereto on the thirtieth day following receipt thereof by Buyer and AAA unless Buyer or AAA gives written notice of its disagreement (a "NOTICE OF DISAGREEMENT") to EEE and the other parties hereto prior to such date. Any Notice of Disagreement shall (A) specify in reasonable detail the nature and amount of any disagreement so asserted and (b) only include disagreements based on mathematical errors or based on the Closing Statement not being prepared in accordance with this Section 2(b). If a timely Notice of Disagreement is delivered, then the Closing Statement (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the parties on the earlier of (x) the date the parties hereto resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement or (y) the date any matters properly in dispute are finally resolved in writing by the Accounting Firm. During the 30 days immediately following the delivery of a Notice of Disagreement, AAA and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. During such period, Buyer or AAA, as applicable, shall have full access to the working papers of the other prepared in connection with Buyer's review of the Closing Statement and preparation of such other party's Notice of Disagreement. At the end of such 30-day period, AAA and Buyer shall submit to a "Big-Six" accounting firm (the "ACCOUNTING FIRM") for review and resolution of any and all matters which remain in dispute and which were properly included in the Notice of Disagreement, and the Accounting Firm shall make a final determination of the Closing Statement which shall be binding on the parties (it being understood, however, that the Accounting Firm shall act as an arbitrator to determine, based solely on presentations by Buyer and AAA (and not by independent review), only those matters which remain in dispute and which were properly included in the Notice of Disagreement). The Closing Statement shall become final and binding on Buyer and Sellers on the date the Accounting Firm delivers its final resolution to the parties (which final resolution shall be delivered as soon as practicable following the selection of the Accounting Firm and in any event within 30 days thereafter). The Accounting Firm shall be selected by AAA and Buyer or, if such parties are unable to agree, by AAA's and Buyer's independent accountants. The fees and expenses of FFF and the Accounting Firm pursuant to this Section 2(b) shall be borne 50% by Buyer and 50% by Sellers on a Pro Rata Basis.
(ii) If the Estimated Final Purchase Price is less than the Final Purchase Price, Buyer shall, and if the Estimated Final Price is greater than the Final Purchase Price, Sellers shall, within five business days after the Closing Statement becomes final and binding on the parties, make payment to the other party or parties by wire transfer in immediately available funds of the amount of such difference, together with interest thereon at the average one-month London Interbank Offered Rate
as quoted by the Bloomberg Financial Markets Commodities and News Service calculated on the basis of the number of days elapsed from the Closing Date to the date of payment. Any payments to or by Sellers pursuant to this clause (ii) shall be made on a Pro Rata Basis to or by, as the case may be, AAA and BBB.
(iii) For purposes of this Agreement, the term "ADJUSTED NET WORTH AMOUNT" means the total assets of EEE and its consolidated Subsidiaries as of the Closing Date, LESS the total liabilities of EEE and its consolidated Subsidiaries as of the Closing Date, as reflected on the Closing Balance Sheet, after giving effect to the Adjustment Principles described on SCHEDULE 2(b).
(iv) Each party agrees that it will not take any actions with respect to the accounting books, records, policies and procedures of EEE that would obstruct or hinder the preparation of the Closing Statement as provided in this Section 2(b). Buyer will cooperate in the preparation of the Closing Statement, including providing customary certifications to Sellers or, if requested, to Sellers' auditors, FFF L.L.P. or the Accounting Firm. BBB acknowledges and agrees that AAA has sole authority to act on behalf of Sellers with respect to all matters relating to this Section 2(b).
(c) LIMITED PARTNERSHIP FORM OF EEE. Buyer hereby agrees that it will take all necessary action, including assigning portions of its rights to purchase the Interests to one or more of its Affiliates, in order to maintain EEE as a validly existing _________ limited partnership for a period of at least thirty (30) days following the Closing Date, and for at least such 30-day period Buyer shall take no actions which would have the effect of dissolving, winding up or liquidating EEE under the Code or the _________ Revised Uniform Limited Partnership Act, each as in effect at such time. Notwithstanding any provision of this Agreement to the contrary, no representation, warranty or covenant shall be deemed to be breached and no condition to Closing shall be deemed to be unsatisfied as a result of any actual or prospective impediment to any dissolution, liquidation or winding up of EEE, it being understood that Sellers have made and are making no representations or warranties concerning Buyer's ability to liquidate or otherwise restructure EEE.
(d) TRANSFER TO AAA AFFILIATE. Notwithstanding anything to the contrary in this Agreement, the parties hereto agree that, prior to the Closing, AAA may transfer all of the Interests owned by it to an Affiliate of AAA that is (i) incorporated in a domestic jurisdiction and (ii) 100% directly or indirectly owned by AAA, provided that such transfer does not adversely affect EEE or Buyer and provided that such Affiliate agrees to be bound by the terms hereof. Upon such a transfer, the defined term "AAA" as used herein or in the Ancillary Agreements shall be deemed to include such Affiliate. In no event shall AAA be relieved of any obligation for which it would otherwise be liable hereunder in the absence of such a transfer.
3. CONDITIONS TO CLOSING.
(a) BUYER'S OBLIGATION. The obligation of Buyer to purchase and pay for the Interests is subject to the satisfaction (or waiver by Buyer) as of the Closing of the following conditions:
(i) The representations and warranties of Sellers made in this Agreement shall be true and correct in all material respects as of the date hereof and on and as of the Closing Date, as though made on and as of the Closing Date, except to the extent of changes or developments contemplated by the terms of this Agreement and except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), and each Seller shall have performed or complied with all obligations and covenants required by this Agreement to be performed or complied with by such Seller by the time of the Closing, except for breaches of such representations and warranties and covenants that, in the aggregate, together with all information disclosed in any supplements, modifications and updates to the Schedules by Sellers prior to the Closing as permitted by this Agreement, would not have a Material Adverse Effect; and each Seller shall have delivered to Buyer a certificate dated the Closing Date and signed by a Vice President of it confirming the foregoing;
(ii) No injunction or order of any court or administrative agency of competent jurisdiction shall be in effect as of the Closing which restrains or prohibits the consummation of the Purchase;
(iii) Any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), shall have expired or been terminated;
(iv) Each of AAA, BBB and EEE (as appropriate) shall have executed and delivered each of the Ancillary Agreements to which it is a party;
(v) Since the date of the Latest Financials, and except as set forth on SCHEDULE 3(a)(v) hereto or the other Schedules hereto, there shall have been no change in the Business, or the assets, liabilities or financial condition of EEE, its Subsidiaries and Foreign Affiliates, taken as a whole, which would result in a Material Adverse Effect (it being understood that the failure to be awarded, or the failure to receive government funding for, any contract currently under proposal before or after the date hereof does not and shall not constitute a failure of the condition set forth in this Section 3(a)(v));
(vi) All Financing Obligations (other than the Continuing LC Obligations) shall have been finally repaid in full, terminated or reflected in the computation of the Adjusted Net Worth Amount on the Closing Statement and Buyer shall have been provided evidence reasonably acceptable to Buyer that any and all Liens securing such Financing Obligations as have been repaid or terminated shall have been released and terminated;
(vii) Each Seller shall have delivered to Buyer an affidavit, dated not more than thirty (30) days prior to the Closing Date, in accordance with Code Section 1445(b)(2) and Treasury Regulation section 1.1445-2(b)(2), which affidavit certifies that such Seller is not a foreign person; and
(viii) The form and substance of all instruments and documents required to consummate the transactions contemplated by this Agreement shall have been reasonably satisfactory to Buyer and its counsel.
(b) EACH SELLER'S OBLIGA TION. The obligation of each Seller to sell and deliver or cause to be sold and delivered the Interests to Buyer is subject to the satisfaction (or waiver by such Seller) as of the Closing of the following conditions:
(i) The representations and warranties of Buyer made in this Agreement shall be true and correct in all material respects as of the date hereof and on and as of the Closing Date, as though made on and as of the Closing Date, except to the extent of changes or developments contemplated by the terms of this Agreement and except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), and Buyer shall have performed or complied with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing, except for breaches of such representations and warranties and covenants that, in the aggregate, would not have a material adverse effect on the ability of Buyer to perform its obligations under this Agreement, the Ancillary Agreements and the other agreements contemplated hereby and thereby at and after the Closing; and Buyer shall have delivered to each Seller a certificate dated the Closing Date and signed by a Vice President of it confirming the foregoing;
(ii) No injunction or order of any court or administrative agency of competent jurisdiction shall be in effect as of the Closing which restrains or prohibits the consummation of the Purchase;
(iii) Any waiting period under the HSR Act shall have expired or been terminated;
(iv) Buyer shall have executed and delivered each of the Ancillary Agreements to which it is a party; and
(v) Buyer shall have obtained the Substitute Letters of Credit in accordance with the provisions of Section 7(e) below.
4. REPRESENTATIONS AND WARRANTIES OF SELLERS.
4A. REPRESENTATIONS AND W ARRANTIES OF AAA. AAA represents and warrants to Buyer as follows:
(a) AUTHORITY; NO CONFLICTS. AAA is a corporation duly organized, validly existing and in good standing under the laws of the State of _________. AAA has all requisite corporate power and authority to enter into this Agreement and such Ancillary Agreements, to the extent it is a party thereto, as are contemplated hereby to be executed and delivered by it and to consummate the transactions contemplated hereby and thereby. All corporate acts and other proceedings required to be taken by AAA to authorize the execution, delivery and performance of this Agreement and such Ancillary Agreements, to the extent it is a party thereto, and the consummation of the transactions contemplated hereby and thereby, have been or will have been at or prior to the Closing duly and properly taken. This Agreement has been duly executed and delivered by AAA, and such Ancillary Agreements as are contemplated hereby to be executed and delivered by AAA will, to the extent it is a party thereto, be duly and validly executed and
delivered by AAA, as applicable. This Agreement and such Ancillary Agreements constitute, or will constitute, as the case may be, valid and binding obligations of AAA, to the extent it is a party thereto, enforceable against AAA in accordance with their respective terms. Except as set forth on SCHEDULE 4C(a)(ii) and except for any consents, authorizations or approvals that are required under the HSR Act or that may be required solely by reason of Buyer's status, the execution and delivery of this Agreement and such Ancillary Agreements as are contemplated hereby to be executed and delivered by AAA do not or will not, as the case may be, and the consummation by AAA of the transactions contemplated hereby and thereby and compliance by it with the terms thereof will not, conflict with, or result in any violation of or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any lien, claim, encumbrance, security interest, option, charge or restriction of any kind upon any of the assets of EEE or any of its Subsidiaries under, or require any consent, authorization or approval under any provision of (A) the certificate of limited partnership or other organizational documents of EEE or any of its Subsidiaries or Foreign Affiliates, (B) any Material Contract to which EEE or any Subsidiary or Foreign Affiliate is a party or (C) any material judgment, order or decree or any material statute, law, ordinance, rule or regulation applicable to EEE or any of its Subsidiaries or their respective assets.
(b) OWNERSHIP OF THE INTERESTS. AAA is the sole general partner of EEE and holds 100% of the outstanding general partnership interests of EEE. The sale and transfer of the Interests owned by AAA to Buyer pursuant to this Agreement will vest in Buyer all right, title and interest in such Interests, free and clear of all adverse claims or other Lien, other than adverse claims created by or through or suffered by Buyer.
4B. REPRESENTATIONS AND WARRANTIES OF BBB. BBB represents and warrants to Buyer as follows:
(a) AUTHORITY; NO CONFLICTS. Each of CCC and BBB Corporation (each, a "BBB PARTY") is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each BBB Party has all requisite corporate power and authority to enter into this Agreement and such Ancillary Agreements, to the extent it is a party thereto, as are contemplated hereby to be executed and delivered by it and to consummate the transactions contemplated hereby and thereby. All corporate acts and other proceedings required to be taken by each BBB Party to authorize the execution, delivery and performance of this Agreement and such Ancillary Agreements, to the extent it is a party thereto, and the consummation of the transactions contemplated hereby and thereby, have been or will have been at or prior to the Closing duly and properly taken. This Agreement has been duly executed and delivered by each BBB Party, and such Ancillary Agreements as are contemplated hereby to be executed and delivered by each BBB Party will, to the extent it is a party thereto, be duly and validly executed and delivered by such BBB Party, as applicable. This Agreement and such Ancillary Agreements constitute, or will constitute, as the case may be, valid and binding obligations of each BBB Party, to the extent it is a party thereto, enforceable against each BBB Party, as applicable, in accordance with their respective terms. Except as set forth on SCHEDULE 4C(a)(ii) and except for any consents, authorizations or approvals that are required under the HSR Act or that may be required solely by
reason of Buyer's status, the execution and delivery of this Agreement and such Ancillary Agreements as are contemplated hereby to be executed and delivered by each BBB Party do not or will not, as the case may be, and the consummation by each BBB Party of the transactions contemplated hereby and thereby and compliance by it with the terms thereof will not, conflict with, or result in any violation of or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any lien, claim, encumbrance, security interest, option, charge or restriction of any kind upon any of the assets of EEE or any of its Subsidiaries under, or require any consent, authorization or approval under any provision of (A) the certificate of limited partnership or other organizational documents of EEE or any of its Subsidiaries or Foreign Affiliates, (B) any Material Contract to which EEE or any Subsidiary or Foreign Affiliate is a party or (C) any material judgment, order or decree or any material statute, law, ordinance, rule or regulation applicable to EEE or any of its Subsidiaries or their respective assets.
(b) OWNERSHIP OF THE INTERESTS. CCC is the sole limited partner of EEE and holds 100% of the outstanding limited partnership interests of EEE. The sale and transfer of the Interests owned by CCC to Buyer pursuant to this Agreement will vest in Buyer all right, title and interest in such Interests, free and clear of all adverse claims or other Lien, other than adverse claims created by or through or suffered by Buyer.
4C. REPRESENTA TIONS AND W ARRANTIES OF SELLERS. Sellers hereby jointly and severally represent and warrant to Buyer as follows:
(a) AUTHORITY; NO CONFLICTS.
(i) EEE is a limited partnership duly organized, validly existing and in good standing under the laws of the State of _________. EEE has all requisite partnership power and authority to enter into the Ancillary Agreements, to the extent it is a party thereto, as are contemplated hereby to be executed and delivered by it and to consummate the transactions contemplated thereby. All partnership acts and other proceedings required to be taken by EEE to authorize the execution, delivery and performance of such Ancillary Agreements, and the consummation of the transactions contemplated thereby, have been or will have been at or prior to the Closing duly and properly taken. Such Ancillary Agreements as are contemplated hereby to be executed and delivered by EEE will, to the extent it is a party thereto, be duly and validly executed and delivered by EEE. Such Ancillary Agreements will constitute valid and binding obligations of EEE, to the extent it is a party thereto, enforceable against EEE in accordance with their respective terms.
(ii) Except as set forth on SCHEDULE 4C(a)(ii) and except for any consents, authorizations or approvals that are required under the HSR Act or that may be required solely by reason of Buyer's status, the execution and delivery of such Ancillary Agreements as are contemplated hereby to be executed and delivered by EEE do not or will not, as the case may be, and the consummation by EEE of the transactions contemplated thereby and compliance by it with the terms thereof will not, conflict with, or result in any violation of or default under, or give rise to a right of termination,
cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any lien, claim, encumbrance, security interest, option, charge or restriction of any kind upon any of the assets of EEE or any of its Subsidiaries or Foreign Affiliates under, or require any consent, authorization or approval under any provision of (A) the certificate of limited partnership or other organizational documents of EEE or any of its Subsidiaries or Foreign Affiliates, (B) any Material Contract relating to the Business to which EEE or any Subsidiary or Foreign Affiliate is a party or (C) any material judgment, order or decree or any material statute, law, ordinance, rule or regulation applicable to EEE or any of its Subsidiaries or Foreign Affiliates or their assets.
(b) OWNERSHIP OF THE INTERESTS. Except for the Interests owned by AAA and CCC to be purchased by Buyer pursuant to the terms hereof, EEE has no outstanding partnership interests or other equity securities or any outstanding options, warrants or other rights exercisable for, or any securities convertible into or exchangeable for, any such partnership interest or equity securities. Except as set forth on SCHEDULE 4C(b), there are no outstanding agreements, securities or other commitments (other than this Agreement) pursuant to which any of Sellers and EEE is or may become obligated to issue, sell, purchase, return or redeem any Interests or other securities of EEE.
(c) SUBSIDIARIES AND FOREIGN AFFILIATES. SCHEDULE 4C(c)-1 attached hereto sets forth the name and jurisdiction of incorporation of each Subsidiary of EEE and the persons owning its outstanding capital stock. Each Subsidiary and each Foreign Affiliate is duly organized, validly existing and, to the extent applicable, in good standing under the laws of the jurisdiction of its incorporation. All of the outstanding shares of capital stock of each Subsidiary are validly issued, fully paid and non-assessable. SCHEDULE 4C(c)-2 sets forth the name and nature of certain foreign entities in which EEE has a direct or indirect ownership interest (the "FOREIGN AFFILIATES") and the ownership of the equity interests in such entities. Except as set forth on SCHEDULE 4C(c)-1, SCHEDULE 4C(c)-2 or the other Schedules hereto, neither EEE nor any Subsidiary owns or holds the right to acquire any shares of stock or any other investment or equity interest in any other corporation, partnership, joint venture or other entity and all such shares and other interests reflected on such Schedules are owned by EEE or another Subsidiary free and clear of any Lien or other material encumbrance and are not subject to any option or right to purchase any such shares and each Foreign Affiliate has no Subsidiaries. SCHEDULE 4C(c)-1 or SCHEDULE 4C(c)-2 sets forth the number, type and class of the outstanding shares of capital stock or other ownership interests or securities of each Subsidiary and Foreign Affiliate of EEE and the name of the record and beneficial owner of each share of capital stock or other equity interests or securities of each Subsidiary and Foreign Affiliate of EEE. Except as set forth on SCHEDULE 4C(c)-1, SCHEDULE 4C(c)-2 or the other Schedules hereto, there are no outstanding options, warrants or other rights exercisable for, or securities convertible into or exchangeable for, any capital stock or other ownership interests or securities of any Subsidiary or Foreign Affiliate of EEE, any other commitments or agreements providing for the issuance of additional shares, the sale of treasury shares, or for the repurchase or redemption of shares of any Subsidiary's or Foreign Affiliate's capital stock, or any agreements of any kind which may obligate any Subsidiary or Foreign Affiliate to issue, purchase, register for sale, redeem or otherwise acquire any of its securities or interests.
(d) FINANCIAL STA TEMENTS. SCHEDULE 4C(d) sets forth (i) the audited consolidated balance sheets of EEE as of _________(M,D,Y) and _________(M,D,Y), and the related consolidated statements of operations and cash flows for EEE for the fiscal years ended _________(M,D,Y), _________(M,D,Y) and _________(M,D,Y), together with the auditors' report thereon and (ii) the unaudited consolidated balance sheet of EEE as of _________(M,D,Y) and related consolidated statements of operations and cash flows for EEE for the six-month period then ended (the "LATEST FINANCIALS"), in each case together with the notes thereto (collectively, the "FINANCIAL STATEMENTS"). The consolidated balance sheet of EEE as of the fiscal period ended _________(M,D,Y) is referred to herein as the "JUNE 30 BALANCE SHEET." The Financial Statements have been derived from the accounting books and records of EEE, were prepared in the ordinary course of business and present fairly in all material respects the financial condition of EEE as of the dates of such Financial Statements and the results of operations and cash flows of EEE and its consolidated Subsidiaries for the periods indicated in accordance with the Applicable Accounting Principles.
(e) TITLE TO TANGIBLE ASSETS OTHER THAN REAL PROPERTY INTERESTS. EEE and its Subsidiaries have good and valid title to all material tangible assets reflected in the Latest Financials, except those sold or otherwise disposed of since the date of the Latest Financials in the ordinary course of business, free and clear of all mortgages, liens, security interests or encumbrances of any nature whatsoever (collectively, "LIENS"), except (i) such as are disclosed on SCHEDULE 4C(e) or the other Schedules hereto, (ii) mechanics', carriers', workmen's, repairmen's or other like liens arising or incurred in the ordinary course of business for which reserves have been established in accordance with generally accepted accounting principles, equipment leases with third parties entered into in the ordinary course of business, liens for taxes, and other governmental charges which are not due and payable or which may thereafter be paid without penalty for which reserves have been established in accordance with generally accepted accounting principles and (iii) other imperfections of title, restrictions or encumbrances, if any, which would not, individually or in the aggregate, materially impair the use or value of any such asset (the items in clauses (i)-(iii) being referred to herein collectively as "PERMITTED LIENS"). The material tangible assets used in the operation of the Business, taken as a whole, are in normal operating condition and repair (subject to normal wear and tear). This Section 4C(e) does not relate to real property or interests in real property, it being the intent of the parties that such items are the subject of Section 4C(f).
(f) TITLE TO REAL PROPERTY. The term "OWNED PROPERTIES" as used herein means all real property and interests in real property owned in fee by EEE or a Subsidiary as set forth on SCHEDULE 4C(f)-1 (each of such properties being referred to individually as an "OWNED PROPERTY"). SCHEDULE 4C(f)-2 sets forth a list of real properties leased by EEE or a Subsidiary pursuant to leases under which EEE or a Subsidiary has an annual base rental obligation in excess of $,_________ (individually, a "LEASED PROPERTY"). An Owned Property or Leased Property shall be sometimes referred to herein individually as a "PROPERTY" and collectively as the "PROPERTIES". EEE or a Subsidiary has fee simple title to the Owned Properties, and has a valid leasehold interest in each of the Leased Properties, in each case free
[YOUR COMPANY NAME] [Your Company Slogan] [YOUR ADDRESS] [YOUR ADDRESS 2] [YOUR CITY], [YOUR STATE/PROVINCE] [YOUR ZIP/POSTAL CODE] [YOUR COUNTRY] Phone: [YOUR PHONE NUMBER] Fax: [YOUR FAX NUMBER] Purchase Order The following number must appear on all related correspondence, shipping papers, and invoices: P.O. NUMBER: 100 To: Name Company Address City, State ZIP Phone Ship To: [NAME], [TITLE] [YOUR COMPANY NAME] [YOUR ADDRESS] [YOUR ADDRESS 2] [YOUR CITY], [YOUR STATE/PROVINCE] [YOUR PHONE NUMBER] 1. Please send two copies of your invoice. 2. Enter this order in accordance with the prices, terms, delivery method, and specifications listed above. 3. Please notify us immediately if you are unable to ship as specified. Authorized by Date
Please supply us with the following sample of product: *Packaging: The goods shall be packed suitable for air/inland transportation. *Deliver as soon as possible; *Please send an order confirmation by e‐mail ; *Please place our order number on the invoice; *The packing list should indicate the weight of a balk and the quantity of bales; *Please send the following files by e-mail for our customs clearance and inspection: Purchase Order PO20180117 Xi'an Hardis Import and Export TradingCo.,Ltd. Purchase Date : NO.114,No.1 Fengcheng Road, Purchaser: Weiyang District, Xi’an City,Shaanxi Province, China. Mobile:+86 - Tel:+86‐29‐ Page 1/2 E‐mail: Purchase from: Delivery Address: Fitzgerald Industries International Xi'an Hardis Import and Export TradingCo.,Ltd. 30 Sudbury Road, Suite 1A N, No.1 Building, Acton, MA 01720 South Area of XianFeng Garden, USA. East Section of NO.1 FengCheng Road, T: Weiyang District, Xi ’an City, Shaanxi Province, E: China. W: T: +86‐29‐ M:+86- E‐mail: SKU Product Name Catalog Quantity Unit Price(USD) Amount(USD) CRP protein 30‐AC05PP 5mg Sample Complement 3 antiserum 88R-7581 5mg Sample Complement 4 antiserum 20C-CR2019SP 5mg Sample Immunoglobulin A antiserum 20C-CR6043SP 5mg Sample Immunoglobulin A antiserum 31C-CP1034I 5mg Sample Immunoglobulin G antiserum 20C-CR6050SP 5mg Sample Goat anti Human IgM antibody (mu chain) 41-XG59 5mg Sample Premium for express delivery(USD) Total (USD) :
Date Issued: September , 2011 To: Attention: Irrevocable Corporate Purchase Order (ICPO) Buyer Ref. No.: We, ( importer name) , as buyer, hereby confirm with full legal and corporate responsibility and under penalty of perjury that we are ready, willing and able to enter into a contract for the purchase of the commodity specified below, that funding is available any import/export permits needed to fulfill this purchase have been obtained. Specification: Product Packing: Quantity Total: MT(+/-5%) or more Shipping Schedule: The 1st shipment will be MT and the next 11 months of supply will be MT/Month. Delivery schedule to be given by the buyer. Delivery: Within days of receipt of payment instrument at seller’s Bank counter. Origin: Price: USD per MT (will be given in the soft corporate offer) Product Destination:Port of China Inspection: SGS or like company shall at the port of loading confirm weight and that the product conforms to the following specifications. Inspection at port of discharge by buyer at buyer’s expense. Payment: Terms can be transferable or non transferable, non-divisible DLC, OR BG Performance Bond: 2% issued by seller’s bank. Buyer Banking Details: Name of the Bank: Bank Account No: Bank Account Name: Bank SWIFT Code:
采购订单PURCHASE ORDER
For M/S : 华瑞益通 Name:Date: 本订单合同由买方和卖方共同签署,双方同意按本合同各项条款,买方购买且卖方出售合同规定的货物并提供相应服务。 The Purchase Order is made by and between the Buyer and the Seller, whereby the Buyer agrees to buy and the Seller agrees to sell the Goods and provide services as covered and described hereunder. SECTION 1 - 供货范围 SCOPE OF SUPPLY: You have discussed all technical requirements for this project and confirmed the compliance to the same. 卖方已经了解此项目的所有技术要求并确认完全满足所有要求： 序号Item 货物描述 Description / Scope of Supply 单位 Unit 数量 Qty 单价 Unit Price 总价 Total Prices According to (MR编号及设备名称) 1 2 3 4 5 6 Start-up and Commissioning Spare Included 7Inspection , testing and Factory Acceptance Certificate(FAT) Included 8Design, Drawing, Documentation and Manual(Required Quantity) Included 9Export Packaging Included 10Inland Transportation Included 11Commodity Inspection(if needed) Included 总价（至买方指定港口）
苏丹 XXX 项目：PROVISION OF PCC SERVICE S FOR PROJECT 项目合同编号 POJECT CONTRACT NO: P etro-Energy/ (2) 交货期 DELIVERY SCHEDULE All goods of the PO shall be delivered completely to the Carrier nomin ated by the Buyer no later tha n xxxxxxxxxxx. (3) 交货事项 DELIVERY POINT SECTION 3- 文件 REQUIRED DOCUMENTATION: (1) 1套正本增值税专用发票， 增值税专用发票的内容必须与报关单相一致。卖方必须在收到 买方发出的开票通知后 7天内将此正本增值税专用发票提交买方经办人。 如果由于卖方不 能及时提交增值税专用发票或出具的发票不符合要求， 由此产生的损失由卖方承担， 买方 有权从货款中直接扣除。 One set of original Value Added Tax (VAT) Invoice(s) submitted by the Seller. The content of VAT Invoice(s) must be in accordanee with the Customs Declaration. The Seller shall submit the VA T In voices to the Buyer dur ing seve n (7) days after receiv ing the Buyer ' s Notice about the In voice issu ing. All the losses arise n from late submissi on or in correct ness of the VAT In voices shall be borne by the Seller. The Buyer has the right to deduct the corresp ondent losses directly from the payme nt un der the Con tract; (2) 3份正本和3份副本装箱单(中英文对照)，装箱单要求详细注明订单号、 件号、货物名称、 规格尺寸、毛重、净重、包装类型。 3 origi nals of Pack ing List and 3 copies in both Chin ese and En glish Ian guage, issued by the Manufacturer or the Seller with indication of PO No., package number, the name of Goods, specificati on. Package dime nsions and weight (net and gross), List of Items with qua ntity and tag Number t, type of pack ing; (3) 制造商签署的3份中英文对照的质量证书原件，3份正本检验报告原件。 Three (3) origi nal Quality Certificates and T est and In specti on Reports in both Chin ese and En glish Ian guage issued by the Manu facturer; (4) 1份由当地商检局出具的出境货物换证凭条 (单)。(如需商检，商检费用已包括在总价里) One original Inspection Certificate issued by local Import and Export Commodity In specti on Bureau of the P .R.Chi na; (5) 工厂验收测试(FAT )报告正本1份。 Certificate of factory accepta nee test. (6) 1份由买方出具的运输释放通知 Shipp ing Release Note issued by the buyer. (7) 1份由买方指定承运人签发的收货单原件。 One origi nal and two copies of Cargo Receipt issued by the Buyer appo in ted Freight Forwarder; (8) 卖方与合同签订后一周内提交报批图纸。 MR 、补遗等相关文件中规定的最终文件 ，包括图 纸、数据表、技术手册等相关文件的 9份硬拷贝和6份CD 软拷贝。 Other technical documents, including but not limited to the following, drawing, data sheets and tech ni cal manual in 9 hard copies and 6 CDs; 9套硬拷贝和6套软拷贝（CDs ）的最终文件邮寄到买 方办公室。 项目合同编号 POJECT CONTRACT NO: P etro-Energy/ 合同货物必须在 XXXXXXXXXX 前交至买方指定的承运人处。 如果分批运输，则分批付 卖方应在两周内用特快专递方式将
编号：_______________本资料为word版本，可以直接编辑和打印，感谢您的下载 sap系统计划协议批量导入 甲方：___________________ 乙方：___________________ 日期：___________________
sap系统计划协议批屋导入 篇一：5.sap-mm-计划协议及交货计划 sap秀才-mm学习指南-5.计划协议及交货计划 20xx-06-1115:14:15| 分类：|标签：|字号大中小订阅 schedulingagreementanddeliveryschedule : 1. 创建计划协议(tcode:me31l ) path:logistics->materialmanagement->purchasing->out lineagreement->schedulingagreement ->create->Vendorknown 创建schedulingagreement 也有彳艮多的方式: manual > copydocument > ReferencetopReq、ReferencetoRFq、Referencetocontract 。 agreementtype : lp-> 手工创建deliveryschedule lpa->mRp 自动仓【J建deliveryschedule 输入采购组织和采购组，enter , 意思是设置阶段没有指定采购组织和公司代码的关系， 在这里输入公司代码，enter , 输入Validityend=209-12-30 , enter ,
输入必要的信息，save , 系统提示创建了计划协议5500000001。 使用me35l批准计划协议（否则不能做库存收货）， 点击Release+save批准计划协议。 2. 维护交货计划deliveryschedule （tcode:me38 ） path:logistics->materialmanagement->purchasing->out lineagreement->schedulingagreement ->deliveryschedule->maintain enter , 选中行，点击deliveryschedule 按钮（或者F2）, 假设企业对物料b-16mnR-12的需求是均衡的，每个月 计划交货100kg , save。 说明一下，这里秀才犯了一个错误，前面计划协议的targetquantity=7000 ,但是这里的交行计划合计数只有700 （本意是每个月1000）,这属于低级失误。不过不影响后续工作。 3. 收货（tcode:migo_gR ） path:logistics->materialmanagement->inventorymanage ment->goodsmovement->goods
收货组ReceivingTeam； 收货区ReceivingArea； 散装区BulkStorage； 货架区RackStorage； 入库Entry； 入库单"Warehouseentry；"； 收货单ReceivingNote； 收货产品ReceivingProduct； 物品接收时间GoodsReceiveDate；物品数 仓库收发存专用的英语大全 收货组ReceivingTeam 收货区ReceivingArea 散装区BulkStorage 货架区RackStorage 入库Entry 入库单"Warehouseentry" 收货单ReceivingNote 收货产品ReceivingProduct 物品接收时间GoodsReceiveDate 物品数量总计GoodsTotalMaterialQuantity重量weight 毛重GrossWeight 净重NetWeight 最大重量MaximumWeight
最小重量MiximumWeight 总计容量TotalCapacity 出库单DeliveryList 拣货PickingGoods 拣货区PickingArea 转储单TransferOrder 检验报告单InspectionDocument 物料清单BillofMaterial 料号PartNumber 电子单据ElectronicsNote 码盘Pallet-Sorting 分拣Picking/Sorting 采购订单PurchaseOrder（PO）手写单HandNote 到货通知ArrivalNotice 报关到货ImportingGoods 检验单InspectionNote 入库扫描EntryScanning 扫描Scan 存货InStock 库存Inventory/Stock 库存清单StockList 发货区ShippingArea 发货单Deliverysheet
采购订单Purchase Order 订单编号Order No: 采购单位（以下简称甲方)： 电话： 联系人： 地址: 供货单位（以下简称乙方）： 电话: 联系人： 地址： 甲、乙双方在自愿、平等、互利的基础上，经双方共同协商一致，特订立本合同，供双方共同遵守：第一条、甲方采购的物品内容及成交价格如下：（本合同金额单位：人民币元） No. 序号Cargo/ Equipment Name 货物/设备名称 Specification & Model 规格、型号 Quantity 数量 Unit Price 单价 Amount 总价 Notes 备注 01 02 03 合计: 大写金额：小写金额:￥ 第二条、交付 1、交付时间：年月日（或之前）。 2、交付地点：甲方工厂或甲方指定地点。 第三条、验收 乙方交货时，甲方应进行验收，验收中如发现有不合格的产品，乙方应在三天内免费更换合格产品，直到全部产品验收合格甲方才收货。 第四条、货款结算 产品验收合格后于七个工作日内一次性付清。 第五条、品质保证与维护 1.质量要求:按甲方向乙方所提供的图纸为准（图纸编号为：TD-ZC2-003R1,TD-ZC2-006R2）；有打样的，以甲方最终书面确认的样品为准。公差范围按甲方要求。 2.包装要求：以不影响产品质量为前提，因包装原因造成货物变形、损坏或丢失等，乙方应当负责补回并按未准时交货处理。 3.乙方因产品包装不符合合同规定，必须返修或重新包装的，乙方应负责返修或重新包装，并承担支付的费用。甲方不要求返修或重新包装而要求赔偿损失的，乙方应当偿付甲方该不合格包装物低于合格包装物的价值部分。 第六条、违约与赔偿 （1）如甲方不按照本合同支付款项时，应从规定付款日的次日起，每日向乙方偿付逾期付款部分总值的千之三的
购货合同 于＿＿＿＿年＿＿＿月＿＿＿日，＿＿＿＿＿＿＿先生＿＿＿＿＿＿＿＿＿＿＿有限公司（以下简称售方），＿＿＿＿＿＿＿先生＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿公司（以下简称购方），鉴于售方同意出售，购方同意购买＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿（以下简称合同货物），其合同货物的质量、性能、数量经双方确认，并签署本合同，其条款如下：１．合同货物：＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿ ２．数量：＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿ ３．原产地：＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿ ４．价格：＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿Ｆ．Ｏ．Ｂ．５．装船：第一次装船应于接到信用证后３０天至４５天内予以办理。从第一次装船，递增至终了，应在１２个月内完成。 ６．优惠期限：为了履行合同，若最后一次装船时发生延迟，售方提出凭证，购方可向售方提供３０天的优惠期限。 ７．保险：由购方办理。 ８．包装：用新牛皮纸袋装，每袋为＿＿＿＿＿＿＿公斤；或用木箱装，每箱为＿＿＿＿＿＿＿＿＿公斤。予以免费包装。 ９．付款条件：签订合同后５天（公历日）内购方通过开证行开出以售方为受益人，经确认的，全金额１００％的，不可撤销的，可分割的，可转让的，允许分期装船的信用证，见票即付并出示下列证件： （１）全套售方商业发票；
（２）全套清洁、不记名、背书提单； （３）质量、重量检验证明。 １０．装船通知：购方至少在装货船到达装货港的７天前，将装货船到达的时间用电传通知售方。 １１．保证金： （１）通知银行收到购方开具的不可撤销信用证时，售方必须开具信用证＿＿＿＿＿％金额的保证金。 （２）合同货物装船和交货后，保证金将原数退回给售方。若出于任何原因，本合同规定的第１２条除外，发生无法交货（全部或部分）按数量比例将保证金作为违约予以没收支付给购方。 （３）若由于购方违约或购方不按照本合同第９条规定的时间内，（第１２条规定除外）开具以售方为受益人的信用证，必须按保证金相同的金额付给售方。 （４）开具的信用证必须满足合同所规定的条款内容。信用证所列条件应准确、公道，售方并能予以承兑。通知银行收到信用证后，通知银行应给开证银行提供保证金。 １２．不可抗力：售方或购方均不承担由于不可抗力的任何原因所造成的无法交货或违约，不可抗力的任何原因包括战争、封锁、冲突、叛乱、罢工、雇主停工、内乱、骚动、政府对进出口的限制、暴动、严重火灾或水灾或被人们所不能控制的自然因素。 交货或装船时间可能出现延迟，购方或售方应提出证明予以说明实情。 １３．仲裁：因执行本合同所发生的一切争执和分歧，双方应通过友好协商方式解决。若经协商不能达成协议时，则提交仲裁解决。仲裁地点在＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿由＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿仲裁委员会仲裁，按其法规裁决。仲裁委员会的裁决是终局裁决，对双方均有约束力。仲裁费用应由败诉方承担。除进行仲裁的那
仓库专业术语参考中英文 对照 Prepared on 24 November 2020
收发存专用的英语大全； 收货组ReceivingTeam； 收货区ReceivingArea； 散装区BulkStorage； 货架区RackStorage； 入库Entry； 入库单"Warehouseentry；"； 收货单ReceivingNote； 收货产品ReceivingProduct； 物品接收时间GoodsReceiveDate；物品数仓库收发存专用的英语大全 收货组ReceivingTeam 收货区ReceivingArea 散装区BulkStorage 货架区RackStorage 入库Entry 入库单"Warehouseentry"
收货单ReceivingNote 收货产品ReceivingProduct 物品接收时间GoodsReceiveDate 物品数量总计GoodsTotalMaterialQuantity重量weight 毛重GrossWeight 净重NetWeight 最大重量MaximumWeight 最小重量MiximumWeight 总计容量TotalCapacity 出库单DeliveryList 拣货PickingGoods 拣货区PickingArea 转储单TransferOrder 检验报告单InspectionDocument 物料清单BillofMaterial 料号PartNumber 电子单据ElectronicsNote
码盘Pallet-Sorting 分拣Picking/Sorting 采购订单PurchaseOrder（PO）手写单HandNote 到货通知ArrivalNotice 报关到货ImportingGoods 检验单InspectionNote 入库扫描EntryScanning 扫描Scan 存货InStock 冻结的BlockedStock 库存Inventory/Stock 库存清单StockList 发货区ShippingArea 发货单Deliverysheet 盘点Count 日盘DailyCount
采购订单 PURCHASE ORDER 本订单合同由买方和卖方共同签署,双方同意按本合同各项条款,买方购买且卖方出售合同规定的货物并提供相应服务。 The Purchase Order is made by and between the Buyer and the Seller, whereby the Buyer agrees to buy and the Seller agrees to sell the Goods and provide services as covered and described hereunder. SECTION 1 - 供货范围SCOPE OF SUPPLY: You have discussed all technical requirements for this project and confirmed the compliance to the same.
SECTION 2- 付款及交货PAYMENTS AND DELIVERY TERMS: (1) 付款方式TERMS OF PAYMENT The Buyer shall pay valid invoices 60 days following the date of the invoice by wire transfer to the Supplier’s nominated bank account. 买方应在发票开具日后的xx天内根据有效发票通过电汇方式支付至供货方指定的银 行账户。 (2) 交货期DELIVERY SCHEDULE 合同货物必须在xxxx年xx月xx日前交至买方指定的承运人处。允许分批运输，则 分批付款。 All goods of the PO shall be delivered completely to the Carrier nominated by the Buyer no later than December 31, 2016. Partial delivery is allowed, and payment will be followed. (3) 交货事项DELIVERY POINT SECTION 3- 文件REQUIRED DOCUMENTATION: (1) 1套正本增值税专用发票，增值税专用发票的内容必须与报关单相一致。卖方必须在收到 买方发出的开票通知后XX天内将此正本增值税专用发票提交买方经办人。如果由于卖方不能及时提交增值税专用发票或出具的发票不符合要求，由此产生的损失由卖方承担，买方有权从货款中直接扣除。 One set of original Value Added Tax (VAT) Invoice(s) submitted by the Seller. The content of VAT Invoice(s) must be in accordance with the Customs Declaration. The Seller shall submit the VAT Invoices to the Buyer during seven (7) days after receiving the Buyer’s Notice about the Invoice issuing. All the losses arisen from late submission or incorrectness of the VAT Invoices shall be borne by the Seller. The Buyer has the right to deduct the correspondent losses directly from the payment under the Contract; (2) 3份正本和3份副本装箱单(中英文对照)，装箱单要求详细注明订单号、件号、货物名称、 规格尺寸、毛重、净重、包装类型。 3 originals of Packing List and 3 copies in both Chinese and English language, issued by the Manufacturer or the Seller with indication of PO No., package number, the name of Goods, specification, Package dimensions and weight (net and gross), List of Items with quantity and tag Number t, type of packing; (3) 制造商签署的3份中英文对照的质量证书原件, 3份正本检验报告原件。 Three (3) original Quality Certificates and Test and Inspection Reports in both Chinese and English language issued by the Manufacturer; (4) 1份由买方指定承运人签发的收货单原件。 One original and two copies of Cargo Receipt issued by the Buyer appointed Freight Forwarder; 以上文件的数量和内容必须完整和正确。如果由于卖方未提供上述文件造成买方不能及时报关、清关、退税和提货，全部损失由卖方负担。 The quantities and contents of the above mentioned documents shall be complete and correct. If the Buyer fails to apply to customs, pass the customs clearance, take over the Goods in time and fails in drawback due to the Seller’s not having provided the
外贸的实习报告内容 实习报告是指各种人员实习期间需要撰写的对实习期间的工作学习经历进行描述的文本。以下是我收集的外贸的实习报告内容，欢迎查看！ 2月12日到4月28日，大四下学期开学，我在广州阿菲卡鞋业有限公司外实习。经过为期两个月多月的实习，我渐渐明白有时实际要比理论简单直接的多，但大多数情况下实际操作还是比理论要复杂。通常是我在别人的实际操作中领会到了自身所学理论的重点及要旨。 值得庆幸的是在这一个月的时间里，公司的同事给予了我热情的指导和帮助，而我也虚心向他们请教学习，把大学所学的知识加以运用，在理论运用于实践的同时，也在实践中更加深刻地理解了以前没有理解透彻的知识。经过这些天的实习，我对贸易公司也有了更深刻的了解，也初步熟悉了进口业务的实际操作。更重要的是，这是我踏入社会的第一步，虽然只有两个多月的时间，但是也让我看到了自身的很多欠缺，让我深知，在社会上我还需要很多学校里学不到的能力，年少的我们，还应该更加努力。这次实习给了我一次成长的机会，让我受益匪浅。以下是对自身在实习期间的简单汇报： 一、公司简介 公司座落于得天独厚的站西路西域大酒店鞋业批发市场内，公司占建筑面积300多平方米。公司拥有一支高素质的员工队伍，而公司内部也建立了严密的科学管理体系，明确的操作程序，严格的质量管理制度，并实行岗位制及定期员工培训制度。公司在信息与开发方面特别加强力度，在销售方面，公司是以"欢迎您，世界的朋友"为主体，力求满足世界各地之朋友及客商的需求。
该公司是出口鞋类产品为主的国际贸易公司，主要产销国是欧洲、中东、非洲等国家，该公司有一个业务部，一个财务部还有一个质检部组成了贸易主体。 二、实习内容 我是在业务部门进行实习，业务部主要负责进口鞋子跟单的进口工作。在实习期间，我了解了基本的贸易业务知识，熟练运用办公软件，学会了电脑制作外贸销售合同，以及按信用证要求制作商检、报关、压汇及交单单据，还有提供给客户的出货清单、对帐单等，熟悉了客户通电和业务人员按工厂要求对外报价，了解了很多关于制鞋方面的知识。同时了解了专业外贸公司目前的现状，感受了外贸业务的艰难。 第一天去公司实习，我怀着惴惴不安的心情，踏进办公室，只见几个陌生的脸孔。我微笑着和他们打招呼。从那天起，我养成了一个习惯，每天早上见到他们都要微笑的说声“早晨”或“早上好”，那是我心底真诚的问候。我总觉得，经常有一些细微的东西容易被我们忽略，比如轻轻的一声问候，但它却表达了对同事对朋友的关怀，也让他人感觉到被重视与被关心。仅仅几天的时间，我就和同事们打成一片，我担心变成“透明人”的事情根本没有发生。我想，应该是我的真诚，换取了同事的信任。他们把我当朋友，也愿意把工作分配给我。 作为一名实习生初涉社会，进入一个陌生的机构，接受一份新的工作，面对一些完全不熟悉的人和事，要想应付得体绝非易事。无论在学校取得了多么大的辉煌，到了一个新的环境中，你都是一个新手，除了自身的努力外，还需要周围人的帮助。想得到领导的赏识、同事的首肯,要有勤奋学习、虚心好问的精神。不懂装懂是最要不得。我很庆幸自身到了一个比较好的环境，遇到了一个比较好的老师，无论我有什么问题(当然是工作上的)，只要我提出，周围的人都会耐心
苏丹 xxx 项目：PROVISION OF PCC SERVICES FOR PROJECT 项目合同编号 POJECT CONTRACT NO: Petro-Energy/
采 购 订 单 PURCHASE ORDER
P.O. No.: Issue Date: Effective Date: Our Ref.: XX XX XX MR number Project Name: Project Contract No.: Supplier Ref.: Provision of Project Petro-Energy Offer number or Quotation dated on…..
P.O. Title: P.O Amount: Payment Terms:
XX XX XX Delivery Terms: XX
Index:
Section 1: SCOPE OF SUPPLY Section 2: PAYMENTS AND DELIVERY TERMS Section 3: REQUIRED DOCUMENTATION Section 4: PACKING, TAGGING & SHIPPING INSTRUCTIONS Section 5: GENERAL TERMS & CONDITIONS OF PURCHASE Section 6: ATTACHMENTS
For 中原.
Prepared by Project Manager Procurement Manager
For M/S : 华瑞益通
Name: Date:
采购订单编号 Purchase Order: xxxx- xxx-xxx-xxx 采购订单名称 xxxxxxx
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订单英文 P u r c h a s e O r d e r The Standardization Office was revised on the afternoon of December 13, 2020
[YOUR COMPANY NAME] [Your Company Slogan] [YOUR ADDRESS] [YOUR ADDRESS 2] [YOUR CITY], [YOUR STATE/PROVINCE] [YOUR ZIP/POSTAL CODE] [YOUR COUNTRY] Phone: [YOUR PHONE NUMBER] Fax: [YOUR FAX NUMBER] Purchase Order The following number must appear on all related correspondence, shipping papers, and invoices: . NUMBER: 100 To: Name Company Address City, State ZIP Phone Ship To: [NAME], [TITLE] [YOUR COMPANY NAME] [YOUR ADDRESS] [YOUR ADDRESS 2] [YOUR CITY], [YOUR STATE/PROVINCE] [YOUR PHONE NUMBER] 1. Please send two copies of your invoice. 2. Enter this order in accordance with the prices, terms, delivery method, and specifications listed above. 3. Please notify us immediately if you are unable to ship as specified. Authorized by Date
订单(英文范本)Purchase Order [YOUR COMPANY NAME] [Your Company Slogan] [YOUR ADDRESS] [YOUR ADDRESS 2] [YOUR CITY], [YOUR STATE/PROVINCE] [YOUR ZIP/POSTAL CODE] [YOUR COUNTRY] Phone: [YOUR PHONE NUMBER] Fax: [YOUR FAX NUMBER] Purchase Order The following number must appear on all related correspondence, shipping papers, and invoices: P.O. NUMBER: 100 To: Name Company Address City, State ZIP Phone Ship To: [NAME], [TITLE] [YOUR COMPANY NAME] [YOUR ADDRESS] [YOUR ADDRESS 2] [YOUR CITY], [YOUR STATE/PROVINCE] [YOUR PHONE NUMBER]
订单(英文范本)Purchase Order SHIP. & HANDLING TOTAL 1. Please send two copies of your invoice. 2. Enter this order in accordance with the prices, terms, delivery method, and specifications listed above. 3. Please notify us immediately if you are unable to ship as specified. Authorized by Date