泰国购置产业的英文合同版本——房地产、收购学校、收购土地.doc

泰国购置产业的英文合同版本一一房地产、收购学校、收购土地Business Purchase Agreement of the （项目名称）This Agreement is made at （公司名称）on （合同签订 Fl 期）between（卖方股东信息，包括姓名，身份证/护照号码，地址，职务等）as the copies of citizen identification card of each of shareholder attached hereto in Annex 1 （hereinafter collectively called the “Sellers'J of the one part; and（买方股东信息，包括姓名，身份证/护照号码，地址，职务等） WHEREAS, the Sellers are the owner of 100% shares of of （学校名称） （hereinafter referred to as "School”） as the license number , and which is the owner of all intellectual properties and all kinds of assets relating to the business of the School, such as land title deeds no. XXX （土地税号）situated in （地址）The Sellers wish to sell the School to the Purchaser by transferring all of the issued shares held in the Company. The Purchaser, in the aggregate, wishes to purchase all of the issued shares of （学校名称） in order to become the owner of and to develop the （学校名称）・NOW, THEREFORE, both Parties hereby agree as follows:1 ・ Definitions(1) Unless herein provided otherwise, "Business”，in this Agreement, shall have the meaning given below:(学校名称+地址)and all of the Schoofs assets.(学校名称) LicenseAssets and intellectual properties of the CompanyAll of the issued shares of the CompanyLand information (土地税号)土地地址List of enrolled students at (学校名称)・All document pertaining to the School License that the Company or the School received from the government organization, including but not limited to any contracts or agreements the Company or the School entered into with any third party.Details of the Business Assets are attached hereto as per Annex 3 and shall form an integral part of this Agreement:.2. Sellers9 Warranties2.1 The Sellers warrant to the Purchaser that the amount of Baht ( Baht) is withdrawn from theSchool Deposit to support the operation of the Second Campus. TheSellers fully understand that the Sellers shall be responsible for the return of the funds to the School Deposit prior to receiving the final payment as outlined in this Agreement. Details of expenditure withdrawn from the School Deposit is described in Annex 42.2 The Sellers warrant to the Purchaser that some of the assets shown in Annex 5 are the School or the Company^ assets that the Sellers or shareholders still hold the ownership as of the date of this Agreement. The Sellers undertake that they shall transfer such assets to the Company or the School free of any encumbrances prior to the final payment set out in this Agreement is made・2.3 The Sellers waiTant to the Purchaser that the Company's asset and liabilities being recorded in the accounting books and the submission of Company's financial statement are in compliance with regulatory requirements and Financial Accounting Standards, and being audited accurately by a reputable accounting company. Any liabilities or creditors, other than set forth in this Agreement, arisen prior to the date of signing of this Agreement, the Sellers and the former shareholders shall be liable for all of such liabilities.2.4 The Sellers warrant to the Purchaser that the Sellers is responsible to discuss with any authorized person or the School Executive Board of Directors to enable the Purchaser's representatives whose qualifications are met by the Laws of Thailand to become a part of the School Executive Board of Directors, Managers or Principal, to make any amendment in the Business registration so as to enable the Purchaser to manage the Business of the School and ensure its compliance with the Ministry of Education's rules and regulations or as outlined by the National Education Commission and to cooperate with the Purchasers in applying for any changes or amendments on any required registration documents until complete in order to achieve the objectives of this Agreement2.5 Upon this Agreement is made, the Sellers warrant to the Purchaser that the number of 2018-2019 enrollment shall be no less than 90% of the cun*ently enrolled students in 2017・3. Purchaser's Warranties3.1 The Purchaser warrants that it has a strong financial ability and obtains the education management knowledges and abilities to develop （学校名称）・3.2 The Purchaser warrants that the Purchaser shall seek Thai partner to invest and hold shares in the Company to ensure its compliance with the Ministry of Education's rules and regulations or as outlined by the National Education Commission.3.3 The Purchaser agrees to source and select any qualified personnel who obtain education management background and knowledge to become a part of the School Executive Bor ad of Directors, Managers or Principal and ensure its compliance with the Ministry of Education's rules and regulations or as outlined by the National Education Commission.3.4 The Purchaser warrants that the Purchaser has the collaborations with international education network especially with China and a capability to strengthen such collaborations to further develop （学校名 称）・4. Rights and Responsibilities o。