Tiger Renewable Energy Limited Assignment and Assumption By and between Tiger Renewable Energy Limited and DT Crystal Holdings Limited.
Tiger
Renewable Energy Limited
Assignment
and Assumption
By and
between Tiger Renewable Energy Limited and DT Crystal Holdings
Limited.
This
Assignment and Assumption Agreement (henceforth the “Agreement”) is dated as of
the Assignment Effective Date set forth below and is entered into by and
between:
Tiger
Renewable Energy Limited a corporation of the State of Nevada, U.S.A. and having
its principal place of business at Suite 1302 Sino Favour Centre, 1 On Yip
Street, Chaiwan, Hong Kong (hereinafter "Tiger” or the "Assignor").
And
DT
Crystal Holdings Limited having its principal place of business at XX Xxx
X-0000,
Xxxxxxxxx
Xxxxx, 0xx Xxxxx,
Xxxxxxx and East Street Nassau, Bahamas
(hereinafter
“DT” or the "Assignee").
Each,
individually, which may be a “Party”; and all, collectively, the
“Parties”.
RECITAL
WHEREAS Tiger holds a Ninety
percent (90%) equity interest in a joint-venture corporation, Xinjiang Yajia
Distillate Company Limited of Xxxxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxx 000000,
Xxxxx (hereinafter the “J/V”), which is developing an ethanol refining plant in
Hami City (the “Project”).
WHEREAS Tiger desires to
assign its interests in the J/V and the Project to DT, in exchange for DT to
assume all debt related to the J/V and finalize the project;
NOW,
THEREFORE, IN CONSIDERATION OF THE MUTUAL AGREEMENT CONTAINED HEREIN, THE
PARTIES HEREBY AGREE AS FOLLOW:
1. Assignment
a) The
Assignor hereby assigns, conveys and delivers to the Assignee, all of its right,
title and interest in and to the joint-venture enterprise, being its share
of the J/V, in exchange for the Assignee to assume all debt related to the J/V
and finalize the project;.
b) The
Assignor also hereby irrevocably sells and assigns to the Assignee, and the
Assignee hereby irrevocably purchases and assumes from the
Assignor:
i. all of
the Assignor's rights and obligations in its capacity as a shareholder of the
J/V under the Contract of the Joint Venture of Xinjiang Yajia Brewing
Company of 23 November, 2006, as amended 6 June, 2007, and any other documents
or instruments delivered pursuant thereto (the “J/V Documents”) and any
other rights and obligations it may have for or in relation to the Project;
and
ii. to
the extent permitted to be assigned under Applicable Law, all claims, suits,
causes of action and any other right or responsibility of the Assignor for
or against any Person, whether known or unknown, arising under or in connection
with its shareholding and any other interest in the J/V and the Project,
and governed thereby or in any way based on or related to any of the
foregoing, including, but not limited to, contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in
equity related to the rights and obligations assigned pursuant to clause (i)
above (the rights and obligations assigned
pursuant to clauses (i) and (ii) above being referred to herein collectively as,
the "Assigned Interest").
c)
Such assignment is without recourse to the Assignor and, except as
expressly provided in this Agreement, without representation or warranty by
the Assignor.
d) The
Assignment Effective Date shall be the execution date of this
Agreement.
Assignor:
Tiger Renewable Energy Limited
Assignee:
DT Crystal Holdings Limited
2. Representations and
Warranties
Assignor
a) The
Assignor represents and warrants that:
i. it is
the legal and beneficial owner of the Assigned Interest; and
ii. it
has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption;
and to
consummate the transactions contemplated hereby.
b) The
Assignor assumes no responsibility with respect to:
i. any
statements, warranties or representations made in or in connection with the J/V
Agreement or any other J/V documents;
ii. the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Loan Documents or any Collateral thereunder;
iii. the
financial condition of the J/V, any of its Subsidiaries or Affiliates or any
other Person obligated in respect of any J/V Documents; or
iv. the
performance or observance by the J/V, any of its Subsidiaries or Affiliates or
any other Person of any of their respective obligations under any J/V
Documents.
Assignee
a) The
Assignee represents and warrants that:
i. it has
full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby and to become a shareholder under the J/V
Agreement;
ii. from
and after the Assignment Effective Date, it shall be bound by the provisions of
the J/V Agreement as a equity partner thereunder and, to the extent of the
Assigned Interest, shall have the obligations of a shareholder thereunder;
and
iii. it
has received a copy of the J/V Agreement and all other relevant J/V
documentation.
b) The
Assignee agrees that it will:
i.
independently and without reliance on the Assignor, and based on such documents
and information as it shall deem appropriate at the time, continue to make
its own credit decisions in taking or not taking action under the J/V
Documents; and
ii. it
will perform in accordance with their terms all of the obligations which by the
terms of the J/V Documents are required to be performed by it.
3. General
Provisions
a) This
Agreement shall be binding upon, and inure to the benefit of, the parties hereto
and their respective successors and assigns.
b) This
Agreement may be executed in any number of counterparts, which together shall
constitute one instrument. Delivery of an executed counterpart of a
signature page of this Agreement by telecopy shall be effective as delivery of a
manually executed counterpart.
c) This
Agreement shall be governed by, and construed in accordance with, the law of the
England.
Executed
as of the 31st day
of January, 2009.
For and
on Behalf of Tiger Renewable Energy Limited
Signature
Name:Xxxxxx
Xxxxxx
Title:Chief
Executive Officer
Date:
January 31, 2009
For and
on Behalf of DT Crystal Holdings Limited
Signature
Name:Xxxx
Xxxx
For
Xxxxxxx Consultants Limited
Date:
February 2, 2009
