SALE OF SHARES AGREEMENT
Exhibit 10.1
THIS DEED
OF AGREEMENT is made
the day
of 2007
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BETWEEN:
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GLOBAL REALTY DEVELOPMENT
CORPORATION a Delaware Company incorporated in the USA of 11555
Heron Bay Boulevard (suite 200), Xxxxx Xxxxxxx, Xxxxxxx, XXX, 00000
("Vendor")
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AND: BAYVIEW CONCEPTS PTY LTD ACN 127 530
885 whose registeredoffice is located at 000 Xxxxx Xxxx, Xxxxxx Xxxxx,
Xxxxxxxx, Xxxxxxxxx, 3127("Purchaser")
RECITALS:
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A.
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The
Shares are owned by the Vendor as set out in Schedule
1.
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B.
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The
Vendor has agreed to sell and the Purchaser has agreed to purchase the
Shares on the terms and conditions set out in this
Agreement.
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OPERATIVE
PROVISIONS:
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1.
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DEFINED
TERMS AND INTERPRETATION
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1.1
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Defined
Terms
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In this
Deed unless the context admits or requires otherwise –
"Business Day" means a day that
is not a Saturday, Sunday, public or bank holiday in Victoria,
Australia;
"Company" means Australian
Agricultural and Property Management Limited ACN 078 564 799 of 000 Xxxxx Xxxx,
Xxxxxx Xxxxx, Xxxxxxxx, 0000;
'Completion' means completion
of the sale and purchase of the Shares contemplated by this
Agreement;
"Completion Date" means 31
December 2007;
"Encumbrance" includes
mortgage, charge, lien, restriction against transfer, encumbrance and other
third party interest;
"Liabilities" includes all
liabilities (whether actual, contingent or prospective), losses, damages, costs
and expenses of whatever description;
"Purchase Price" means the
amount of Eight million, four hundred and twenty five thousand, one hundred and
eighty nine dollars eleven cents $A8,425,189.11;
"Shares" means the ordinary
fully paid shares in the Company held by the Vendor as set out against the
Vendor’s name in Schedule 1; and
"Tax" means all forms of taxes,
duties, imposts, charges, withholdings, rates, levies or other governmental
impositions of whatever nature and by whatever authority imposed, assessed or
charged together with all costs, charges, interest, penalties, fines, expenses
and other additional statutory charges, incidental or related to the imposition
and 'Taxation' has a
corresponding meaning;
1
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1.2
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Interpretation
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In this
Agreement, unless the context otherwise requires:
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(a)
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the
singular includes the plural and vice versa, and a gender includes other
genders;
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(b)
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another
grammatical form of a defined word or expression has a corresponding
meaning;
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(c)
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a
reference to a clause, paragraph, schedule or annexure is a reference to a
clause or paragraph of, or schedule or annexure to, this Agreement, and a
reference to this Agreement includes its schedules and
annexures;
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(d)
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a
reference to a document or Agreement includes the document or Agreement as
novated, altered, supplemented or replaced from time to
time;
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(e)
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a
reference to $A, dollar or $ is a reference to Australian
currency;
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(f)
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a
reference to a party to a document includes the party’s executors,
administrators, successors and permitted assigns and
substitutes;
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(g)
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a
reference to a person includes a natural person, partnership, body
corporate, association, governmental or local authority or agency or other
entity;
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(h)
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a
reference to a statute, ordinance, code or other law includes regulations
and other instruments under it and consolidations, amendments,
re-enactments or replacements of any of
them;
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(i)
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the
meaning of general words is not limited by specific examples introduced by
including or similar expressions;
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(j)
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any
Agreement, representation, warranty or indemnity in favour of two or more
parties (including where two or more persons are included in the same
defined term) is for the benefit of them jointly and
severally;
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(k)
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any
Agreement, representation, warranty or indemnity by two or more parties
(including where two ore more persons are included in the same defined
term) binds them jointly and
severally;
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(l)
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a
rule of construction does not apply to the disadvantage of a party because
the party was responsible for the preparation of this Agreement or any
part of it; and
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(m)
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if
a day on or by which an obligation must be performed or an event must
occur is not a Business Day, the obligation must be performed or the event
must occur on or by the next Business
Day.
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2.
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SALE
AND PURCHASE
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2.1
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Agreement
to sell and purchase
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The
Vendor as owner agrees to sell to the Purchaser and the Purchaser agrees to buy
from the Vendor the Shares:
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(a)
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free
from Encumbrances;
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(b)
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with
all rights attached or accrued to them on or after the date of this
Agreement; and
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(c)
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subject
to this Agreement.
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2
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2.2
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Waiver
of pre-emptive rights
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The
Vendor waives in favour of the Purchaser any rights of pre-emption which the
Vendor has or may have in respect of the Shares.
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3.
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PURCHASE
PRICE
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3.1
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Payment
of Purchase Price
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The
Purchaser shall pay to the Vendor at Completion the Purchase Price.
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4.
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COMPLETION
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4.1
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Time
and place
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Completion
will take place on the Completion Date at the offices of Oakley Xxxxxxxx &
Co Pty Ltd at Xxxxx 00, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx or another time and place
agreed by the parties in writing.
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4.2
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Obligations
of the Vendor
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At or
before Completion, the Vendor must:
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(a)
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deliver
to the Purchaser a duly executed and completed transfer in favour of the
Purchaser of the Shares in registrable form together with any
certificate(s) or holding statements pertaining to the Shares (if
any);
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(b)
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produce
to the Purchaser any power of attorney or other authority under which the
transfer of the Shares is executed;
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(c)
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deliver
to the Purchaser duly executed instruments irrevocably waiving in favour
of the Purchaser all rights of pre-emption which any person has in respect
of the Shares; and
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(d)
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do
all other things necessary or desirable to transfer the Shares and to
complete any other transaction contemplated by this
Agreement.
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4.3
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Authority
to bind trust
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If the
Vendor is a trustee:
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(a)
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it
enters this Agreement and any document which is ancillary, related to, or
contemplated by this Agreement (‘Transaction Document’)
to which it is a party, and undertakes and accepts all its obligations and
liabilities under this Agreement and each other Transaction Document to
which it is a party, in both its personal capacity and as the trustee for
the trust and, for the avoidance of doubt, the obligations of the Vendor
under this Agreement and each other Transaction Document to which it is a
party will also constitute obligations and liabilities of any trust;
and
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(b)
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without
limiting paragraph 4.3(a), the Vendor acknowledges and agrees that the
Purchaser will have recourse to any assets of the Vendor or any trust upon
the exercise by the Purchaser of any right under any of the Transaction
Documents to which the Vendor is a party whether any such asset is held by
the Vendor in its personal capacity or in its capacity as the trustee of
the trust.
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4.4
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Transfers
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At
Completion the Vendor will, if requested by the Purchaser, provide consent to
the Company for transfer of the Shares to be registered.
3
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4.5
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Simultaneous
actions at Completion
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In
respect of Completion:
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(a)
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the
obligations of the parties under this Agreement are interdependent;
and
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(b)
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all
actions required to be performed will be taken to have occurred
simultaneously on the Completion
Date.
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5.
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WARRANTIES
BY VENDOR
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5.1
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Warranties
by the Vendor
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The
Vendor represents and warrants to the Purchaser that each of the following
statements is true and accurate at the date of this Agreement and will be true
and accurate on the Completion Date:
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(a)
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the
Vendor is validly existing and in good
standing;
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(b)
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the
Vendor has full authority and all necessary consents to enter into and
perform this Agreement;
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(c)
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this
Agreement and all other agreements contemplated by this Agreement will,
when executed by the Vendor, constitute binding obligations of the Vendor
in accordance with their respective
terms;
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(d)
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the
execution, delivery and performance by the Vendor of this Agreement will
not:
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(i)
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result
in a breach of any provision of the constitution of the
Vendor;
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(ii)
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result
in a breach of, or constitute a default under, any instrument to which the
Vendor is a party or by which the Vendor is bound and which is material in
the context of the transactions contemplated by this Agreement;
or
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(iii)
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result
in a breach of any order, judgment or decree of any court or governmental
agency to which the Vendor is a party or by which the Vendor is bound and
which is material in the context of the transactions contemplated by this
Agreement;
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(e)
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no
meeting has been convened, resolution proposed, petition presented or
order made for the winding up of the
Vendor;
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(f)
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no
receiver, receiver and manager, provisional liquidator, liquidator or
other officer of the Court has been appointed in relation to all or any
material asset of the Vendor;
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(g)
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no
mortgagee or chargee has taken, attempted or indicated an intention to
exercise its rights under any security of which the Vendor is the
mortgagor or charger;
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(h)
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the
Vendor has complete and unrestricted power and right to sell, assign and
transfer the Shares to the
Purchaser;
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(i)
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if
the Shares of the Vendor are held on trust by the Vendor for a beneficial
owner, the beneficial owner has given the Vendor its unconditional consent
to sell, assign and transfer the Shares;
and
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(j)
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there
is no Encumbrance over or affecting the
Shares.
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5.2
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Application
of the warranties
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Each of
the warranties:
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(a)
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remains
in full force and effect after Completion;
and
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(b)
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is
separate and independent and is not limited by reference to any other
warranty or any other provision in this
Agreement.
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4
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5.3
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Survival
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The
provisions of this clause 5 remain in full force and effect after
Completion.
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6.
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REPRESENTATIONS
BY THE PURCHASER
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6.1
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Representations
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The
Purchaser represents and warrants to the Vendor that each of the following
statements is true and accurate at the date of this Agreement and will be true
and accurate on the Completion Date:
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(a)
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it
is validly existing under the laws of its place of registration or
incorporation;
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(b)
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it
has the power to enter into and perform its obligations under this
Agreement and to carry out the transactions contemplated by this
Agreement;
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(c)
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it
has taken all necessary action to authorise its entry into and performance
of this Agreement and to carry out the transactions contemplated by this
Agreement; and
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(d)
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its
obligations under this Agreement are valid and binding and enforceable
against it in accordance with their
terms.
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6.2
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Application
of representations by the Purchaser
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Each of
the representations by the Purchaser under clause 6.1 remains in full force
and effect on and after Completion.
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7.
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TERMINATION
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7.1
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Default
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If the
Vendor defaults in the performance of any of its obligations under this
Agreement, the Purchaser may immediately terminate this Agreement by giving
notice in writing to the Vendor.
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7.2
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Survival
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Clause 6
continues to apply after termination of this Agreement.
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7.3
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Accrued
rights
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Termination
of this Agreement does not affect any accrued rights or remedies of a
party.
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8.
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WAIVER
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8.1
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Waiver must be by written
notice
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The
failure of a party at any time to require performance of any obligation under
this Agreement is not a waiver of that party’s right:
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(a)
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to
claim damages for breach of that obligation;
and
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(b)
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at
any other time to require performance of that or any other obligation
under this Agreement,
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unless
written notice to that effect is given in accordance with clause 9.
5
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9.
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NOTICES
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9.1
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Service
of notices
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A party
giving or serving notice or notifying under this Agreement must do so in
writing:
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(a)
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directed
to the recipient's address specified in this clause, as varied by any
notice; and
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(b)
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hand
delivered or sent by prepaid post or facsimile to that
address.
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The
parties' addresses and facsimile numbers are as set out in Schedule
1.
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9.2
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Receipt
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A notice
given in accordance with clause 9 is taken to be received:
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(a)
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if
hand delivered, on delivery;
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(b)
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if
sent by prepaid post, two Business Days after the date of posting;
or
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(c)
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if
sent by facsimile, when the sender's facsimile system generates a message
confirming successful transmission of the total number of pages of the
notice unless, within one Business Day after the transmission, the
recipient informs the sender that it has not received the entire
notice.
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9.3
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Execution
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A notice
given in accordance with clause 9 is sufficiently signed for or on behalf
of a party if:
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(a)
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in
the case of a company, it is signed by a director, secretary or other
officer of the company; or
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(b)
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in
the case of an individual, it is signed by that
party.
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9.4
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Other
modes of service permitted
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The
provisions of this clause 9 are in addition to any other mode of service
permitted by law.
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10.
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GOVERNING
LAW AND JURISDICTION
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10.1
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Governing
Law
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This
Agreement is governed by the laws applicable in Victoria,
Australia.
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10.2
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Jurisdiction
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Each
party irrevocably and unconditionally submits to the non-exclusive jurisdiction
of the courts of Victoria, Australia.
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11.
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GENERAL
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11.1
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Duration
of Provisions
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On
completion of the transactions contemplated in this Agreement, the provisions of
this Agreement will not merge and, to the extent any provision has not been
fulfilled, will remain in force.
6
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11.2
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Further
Action
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Each
party must use reasonable efforts to do all things necessary or desirable to
give full effect to this Agreement.
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11.3
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Counterparts
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This
Agreement may be executed in any number of counterparts.
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11.4
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Alteration
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This
Agreement may be altered only in writing signed by each party.
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11.5
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Costs
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Each
party must bear its own costs of negotiating, preparing and executing this
Agreement.
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11.6
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Entire
Agreement
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This
Agreement including its schedules and annexures:
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(a)
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constitutes
the entire Agreement between the parties as to its subject matter;
and
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(b)
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in
relation to that subject matter, supersedes any prior understanding or
Agreement between the parties and any prior condition, warranty, indemnity
or representation imposed, given or made by a
party.
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EXECUTED as a
deed.
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EXECUTED by GLOBAL REALTY
DEVELOPMENT CORPORATION of 11555
Heron Bay Boulevard (Suite 200) Xxxxx Xxxxxxx, Xxxxxxx, XXX
00000
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/s/
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|||
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Signature
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XXXXXX
XXXX
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Title
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7
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EXECUTED by BAYVIEW CONCEPTS PTY LTD ACN
127 530 885 in a manner authorised by the Corporations Act with the
authority of the director(s):
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)
)
)
)
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/s/
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Signature of Director
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Signature
of Director/Secretary
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XXXXX XXXXX
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| Name of Director in full | Name of Director/Secretary in full | |
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[ ]
Tick here if sole Director and sole Secretary
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[Delete
if not
applicable]
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8
SCHEDULE
1
Particulars
of Share holding and Notice Details
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(a)
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Vendor’s
Shares in the Company
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Vendor
(legal
holder)
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Shares
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Beneficial
owner
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100
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(b)
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Details
for Notice
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| Vendor: Global Realty
Development Corporation
A Delaware Company
incorporated in the USA
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Address:
11555 Heron Bay Boulevard (Suite 200)
Xxxxx
Xxxxxxx, Xxxxxxx, XXX 00000
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| Facsimile no: 0011 1 800 899 7114 | |
| Purchaser: Bayview Concepts Pty Ltd ACN 127 530 885 | |
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Address: 000
Xxxxx Xxxx
Xxxxxx Xxxxx,
Xxxxxxxx, Xxxxxxxxx, 0000
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| Email: xxxxxxxxxx@xxxxxxxxx.xxx |
9
Dated: 2007
a
Delaware Company incorporated in the USA
-and-
CAPITAL CONCEPTS HOLDINGS
PTY LTD
ACN 112
981 030
[Australian
Agricultural and Property Management Limited ACN 078 564 799]
OAKLEY
XXXXXXXX & CO
Solicitors
& Consultants
Xxxxx
00
000
Xxxxxxx Xxxxxx
XXXXXXXXX XXX 0000
XXXXXXXXX
Tel: x00
0 0000 0000
Fax: x00
0 0000 0000
DX 30975
STOCK EXCHANGE
Ref:
PFG:108476-1
10