EXHIBIT 10.6
SALES CONTRACT BETWEEN THE UNDERSIGNED
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ DE CHALON, Doctor in Medicine, husband of ▇▇▇.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LEBEURRIER, residing in CAEN (Calvados), ▇, ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇,
▇▇▇▇ in MOULINS (Allier) on March 6, 1927.
Married under a marriage contract registered by Mr. MARAIS, esq., Notary in
BELLEME (61130) on February 10, 1969, prior to the marriage celebrated in CAEN
(Calvados) on February 15, 1969.
Contract and marriage status not modified since then. Of French nationality.
French resident under the regulation of fiscal authorities,
ACTING JOINTLY.
Herein referred to as "SELLER" or "FORMER OWNER"
Who in the present contract, sells, under the conditions that follow to:
The company POSEIDIS SAS, a simplified share company,
With a capital of EUROS 38,000,
With headquarters at ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇▇▇▇), ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, represented by
▇▇. ▇▇▇▇▇ ▇▇▇▇▇, residing in Paris, 8th. District (arrondissement), ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇.
Company registered at the Commercial Registry of MONTLUCON.
Moral entity with the status of resident under the definitions of fiscal
authorities.
Herein referred to as the "BUYER" or "NEW OWNER",
Who accepts,
The assets whose designation follows:
1
DESIGNATION
In the community of THENEUILLE (Allier), hamlet "Martiniere", A sample of land
parcels, with an area of 5 hectares, 25 acres and nineteen hundredth of acres,
Appearing at the clerk's registrar as follows:
---------------- ----- ----------- ----- ----- ----------- --------
Section Nr. Location Area Asset
---------------- ----- ----------- ----- ----- ----------- --------
Hect. Acr. 1/100th
---------------- ----- ----------- ----- ----- ----------- --------
E 275 Martiniere 1 02 60 Land
---------------- ----- ----------- ----- ----- ----------- --------
E 276 ---d--- 2 22 40 Land
---------------- ----- ----------- ----- ----- ----------- --------
E 277 ---d--- 1 30 80 Land
---------------- ----- ----------- ----- ----- ----------- --------
E 278 ---d--- 43 09 Land
---------------- ----- ----------- ----- ----- ----------- --------
E 279 ---d--- 26 30 Land
---------------- ----- ----------- ----- ----- ----------- --------
For a total area of 5 25 19
---------------------------------- ----- ----- ----------- --------
The assets include all improvements, rights, and attachments without exceptions
or provisions.
RIGHT OF OWNERSHIP OF SELLER
The seller declares that he is the sole owner of the assets.
He commits to justify his ownership rights with regular and complete certificate
of origin that go back to titles or facts allowing to invoke the benefits of the
acquisition that occurred 30 years ago.
OWNERSHIP-RIGHT TO USE
By agreement between the parties, the ownership transfer and the right of use
are postponed until the day that the sale is authenticated or the contract
deposited with the Notary in charge of the sale.
The right to use will take place upon the actual possession for the parcels of
land 278 and 279 that will be free of all lease and exploitation, and by
collection of lease payments for the parcels of land 275,276 and 277 that are
leased to ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, born on January 13 1939 as per lease received
by Mr. TAIN, esq., Notary at CERILLY, on December 20, 1993. Which lease was
granted for a period of 18 years from November 11, 1993.
The buyer declares that he will handle personally that lease, as well as the
potential eviction of the leaseholder, the SELLER having no responsibility in
that matter.
2
EXPENSES AND GENERAL CONDITIONS
If the contemplated sale is concluded, it will take place under the customary
expenses and conditions that the NEW OWNER undertakes to assume in his quality
of NEW OWNER, meaning:
CONDITION OF THE ASSET
Will take possession of the asset "as is", such as he has seen it and inspected,
without recourse against the FORMER OWNER against the bad condition of the
grounds, of the underground or the buildings, even hidden defects, mistake in
the description, the land registry or the contents, even if the discrepancies
exceed one twentieth, and more generally for any reason whatsoever. The FORMER
OWNER commits to bring forth, from this day on, material or legal modifications
to the sold assets.
RESTRICTIONS
Abide by the restrictions that can be passive, apparent or hidden, continuous or
discontinuous, that can impact the assets as well as benefit of the active
easements, if they exist, under his own risk and without recourse against the
FORMER OWNER, however without the present clause having the ability to convey to
a third party more rights that he would himself have according to regular titles
or by law.
TAXES AND LEVIES
Pay, from the day of the right of use, all fiscal charges to which the assets
are liable, Repay these charges to the FORMER OWNER, from that date on, until
the transfer of charges has been realized by the fiscal authorities.
For the current year, it is agreed that:
Regarding real estate taxes, the parties will allocate the charges
between themselves from the date that the right of use has taken
place. The NEW OWNER will handle the real estate taxes that accrue
after the date of right of use and will pay such amount directly to
the FORMER OWNER.
REFERENCES AND PUBLICATIONS
Gift sharing according to the agreement received from ▇▇▇. ▇▇▇▇▇▇, Notary in
MOULINS, on December 21, 1971, As published in the office of mortgages of
Montlucon on March 2, 1972, volume 3442, Nr. 4.
NEGOCIATION
The parties declare that the present contract has been negotiated directly
between them.
3
PRICE
This sale is agreed upon and is accepted against a price of EURO 30,000.
PAYMENT OF PRICE
The price of the sales will be payable cash in its entirety the day of signature
of the present contract.
CONDITIONS
The parties are submitting, formally, the current sale to the following
conditions that will accrue to the benefit of the BUYER and the SELLER, meaning:
EXPLOITATION PERMIT
Receipt of a note or a certificate indicating the absence of administrative
hindrances that are in the way of the free utilization of the assets according
to their stated purposes or affecting their value.
RIGHT OF PREEMPTION
The cancellation of all preemption rights, private or public.
MORTGAGES
The pre-contract is agreed upon, also, under the condition that the state of
liens on the property does not indicate the existence of mortgages for an amount
that is higher than the sale price, or a court order for possession. And that
this statement of lien does not indicate restrictions to the free utilization of
the assets, or likely to diminish their value.
LIABILITY-BUYER
It is agreed that if the conditions listed below are met in the agreed upon time
frame, and if the BUYER refuses to authenticate the agreement by the agreed upon
date, he will have to pay the SELLER the sum of 10% of the sale price as flat
compensation, fifteen days after the order to authenticate the agreement has
been received, by certified letter with receipt confirmation to the BUYER.
The BUYER will not have the ability to withdraw this clause.
BINDING FORCE OF THE AGREEMENT
This pre-contract binds the parties, except for the conditions attached to it.
The BUYER will have to pay, at the latest on the day of effectiveness of the
authenticated act described below, in the hands of ▇▇▇. ▇▇▇▇▇▇ ▇▇▇▇, esq., the
expenses of this authenticated act, as well as the price stipulated above. The
sale will be realized by authenticated act to be received from ▇▇▇. ▇▇▇▇▇▇ ▇▇▇▇,
esq., Notary in CERILLY, at the latest on September 15, 2003.
This Notary has been chosen by common agreement of the parties.
And the authenticated act has to be realized at the latest at the date
stipulated above, except in case of extension, until receipt of the last
document necessary to the registration of the act by the Notary.
4
The effectiveness of the sale can only take place during a working day, during
regular working hours. If this pre-contract expired on a non working day, its
realization will have to take place at the latest one day later.
That date constitutes the starting point when one of the parties can force the
other to execute their commitments.
Default of the BUYER:
The SELLER will be in a position to force the realization of the sale. He will
also be in a position to claim damages.
Default of the SELLER:
If the sales contract cannot be competed due to the fault, the action or the
negligence of the SELLER, the BUYER will send the SELLER at his domicile an
affidavit in the fashion of a certified letter with receipt confirmation, to
execute their commitment. If after 8 days the SELLER has not complied, the BUYER
will be in a position to force the sales and claim damages. This time period of
8 days will start, either from the date that appears on the receipt, or from the
date that appears on the advice of refusal.
If the default to regularize the sale results from the SELLER, the latter cannot
oppose to the BUYER the lapse of the time frame that has been agreed for the
realization of the sale. Moreover, he will not be able to free himself from his
commitments, by invoking the stipulations of article 1590 of the Civil Code, by
an offer to pay double.
Day of realization:
The realization of the sale can only take place during a working day, during
normal working hours. If this pre contract came to maturity on a non working
day, its realization will have to take place at the latest one day later.
CAPITAL GAINS
The seller will handle personally and for their own account the fiscal
consequences of possible capital gains that may result from the sale, of which
he acknowledges having been informed.
TRANSFER FEES
The definitive sale will be subject to the registration fees that are customary.
EXPENSES
The expenses of this agreement, as stipulated above, on the basis of article 4
of the decree 262 of March 8, 1978, as modified, and those of the authenticated
act, will be supported by the BUYER.
The parties recognize to have hired ▇▇▇. ▇▇▇▇▇▇ ▇▇▇▇, Notary in CERILLY, for the
preparation of this contract.
5
REGISTRATION
By request of the parties, the present agreement will not be registered; however
if that formality became necessary, the simple fees will be supported by the
party that has to pay the cost of the definitive act, and the double amount by
the party that has caused this formality necessary.
GENERAL
The parties declare that:
Their identity and their personal legal position are conform to those indicated
in this agreement, They are not in a situation, legal or commercial that
prevents them to transfer freely title to their assets, The SELLER declares that
to the best of his knowledge, the asset is free and clear of all legal obstacle,
contractual or administrative, and that it is not encumbered by any real lien or
accessory encumbrance.
COMMITMENT OF SELLER
The SELLER commits, until the day of realization of the present agreement to
refrain from encumbering or disposing of the asset, to mortgage it, to burden it
with real and perpetual charges, to grant personal rights on the assets and more
generally to undertake actions that could change their purpose and utilization
that could entail a diminished value. The SELLER agrees to pay for the fees
connected to inscription.
TRUTH IN PRICING
The parties declare under penalty issued by the General Tax Code that the price
which is agreed to between them is real and not modified or contradicted by
separate letter.
ELECTION OF DOMICILE
For execution of the present agreement, domicile is elected by the parties at
the residence of the Notary in charge or authenticating the present agreement.
SUBSTITUTION
The definitive realization of the sale can take place to the benefit of the
BUYER or to the benefit of any other physical or moral party of his choice.
In the case of substitution, the BUYER will be held in solidarity with the
substituted party as to the payment of price and expenses and as to the
execution of conditions and obligations.
The substituted party will have to abide by all the conditions and obligations
that result from the agreement as well as assume all commitments taken by the
BUYER according to the terms of this agreement, including the conditions. This
ability of substitution can only be exercised on the entirety of the asset. The
BUYER will have to notify the SELLER to avail himself of the benefit of this
clause at the domicile elected thereafter.
6
RECAPITULATION SCHEDULE
The schedule below establishes the deadlines for:
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Loan application None
------------------------------------- -------------------
Loan None
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Clearance of conditions September 15, 2003
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Validity of sales contract September 15, 2003
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Signature of authenticated document September 15, 2003
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Made in
On April 10, 2003
Performed, by parties' consent, in one unique copy, which for their common
benefit will remain in the safeguard of ▇▇▇. ▇▇▇▇▇▇ ▇▇▇▇, Notary in CERILLY,
with irrevocable powers given to one of her employees to file it with the
minutes at first demand of one of the parties after verification of signature
and acknowledgement of the truth in pricing.
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THE UNDERSIGNED:
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ DE CHALON, Doctor in Medicine, husband of ▇▇▇.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LEBEURRIER, residing in CAEN (Calvados), ▇, ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇,
▇▇▇▇ in MOULINS (Allier) on March 6, 1927.
Gives his power of attorney to any clerk or any employee of Mrs. TAIN, Notary in
CERILLY (Allier) to whom he gives power to the effect of:
7
Sell, for a consideration of EURO 30,000 the real estate listed below, to the
benefit of the company POSEIDIS; -located in the community of THENEUILLE
(Allier), hamlet Martiniere, an array of land parcels, with total area of 5
hectares, 25 acres and 19/100th of an acre, appearing in the land registry as
follows:
---------------- ----- ---------- ------ ---- ----------- -------
Section Nr. Location Area Asset
---------------- ----- ---------- ------ ---- ----------- -------
Hect. Acr. 1/100th
---------------- ----- ---------- ------ ---- ----------- -------
E 275 Martiniere 1 02 60 Land
---------------- ----- ---------- ------ ---- ----------- -------
E 276 ---d--- 2 22 40 Land
---------------- ----- ---------- ------ ---- ----------- -------
E 277 ---d--- 1 30 80 Land
---------------- ----- ---------- ------ ---- ----------- -------
E 278 ---d--- 43 09 Land
---------------- ----- ---------- ------ ---- ----------- -------
E 279 ---d--- 26 30 Land
---------------- ----- ---------- ------ ---- ----------- -------
For a total area of 5 25 19
--------------------------------- ------ ---- ----------- -------
Proceed with all subdivisions or all consolidation of parcels, sign all
documents thereto related, Establish the complete designation, and the property
origin, of its structures, perform all declarations relative to the location,
stipulate all encumbrances.
Oblige the seller to all guaranties, and to the justification of all
documentation, certificates and certificate of radiation, Determine the date of
free use, receive the price in principal and interest.
Perform all declarations of identity and other, declare also as the author does
it below:
- that for income taxes, he belongs to the Tax Office of CAEN,
- that there exist no obstacle attributable to him, nor any legal or contractual
restriction to the free disposition of the real estate to be sold,
- that the real estate are not burdened from his own account by any judicial
mortgage, contractual or legal, nor any privileges.
- perform all declarations required by law relative to the truth in pricing,
- of all monies received, provide receipt; remit or cause to be remitted all
titles and documents, and provide or withdraw receipt.
8
- regarding all items above, draft and sign all acts or affidavits, elect
domicile and generally perform all that is required.
Made in Cerilly
On March 26, 2003
Good for Power-of-Attorney
SELLER
/s/Jacques ▇▇▇▇▇ ▇▇▇▇
------------------------
BUYER
/s/ ▇▇▇▇▇ ▇▇▇▇▇
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