Exhibit __._
STOCK PURCHASE AGREEMENT WITH THE OWNERS OF ASIA INTERNET
SHARE PURCHASE AGREEMENT
AGREEMENT made the 16th day of March 2000.
A M O N G:
FIRST XXXX.XXX, INC., a corporation incorporated under the laws of the
State of Nevada, one of the United States of America,
(the "Purchaser")
- and -
BALAJI EXPORTS LTD, a corporation formed under the laws of the Hong Kong
Special Administrative Region of the People's Republic of China, and RAJAN
CHELLARM XXXXXXXXXX AND XXXX XXXXXXXXXXX XXXXXXX, both of the Hong Kong Special
Administrative Region of the People's Republic of China,
(collectively, the "Vendors")
- and -
ASIA INTERNET LIMITED, a corporation formed under the laws of the Hong Kong
Special Administrative Region of the People's Republic of China,
(the "Company")
RECITALS:
The Company carries on the business of the provision of internet services,
systems integration consulting, software development and enhancement and
e-commerce design;
The Vendors are the owners, beneficially and of record, of all of the issued and
outstanding shares in the capital of the Company (the "Purchased Shares");
Rajan Chellarm Xxxxxxxxxx owns or controls the majority of the issued and
outstanding shares in the capital of Balaji Exports Ltd; and
The Vendors have agreed to sell to the Purchaser, which has agreed to purchase
from the Vendors, the Purchased Shares, on and subject to the terms and
conditions set out in this Agreement;
NOW THEREFORE in consideration of the mutual covenants set out in this
Agreement, the parties agree as follows:
ARTICLE 1 - DEFINITIONS AND SCHEDULES
1.1 Definitions
As used in this Agreement, the following words and phrases shall have the
following meanings:
"BEL" means Balaji Exports Ltd;
"Business" means the business of providing internet services, systems
integration consulting, software development and enhancement and e-commerce
design carried on by the Company;
"Business Premises" means the business premises leased by the Company located at
the premises municipally known as 5/F, Taurus Building, 21 AB Xxxxxxxxx Xxxx,
Xxxx Xxx Xxxx, Xxxxxxx, Xxxx Xxxx;
"Date of Completion" means 31 March 2000, or such earlier or later date as may
be agreed to in writing by the parties;
"Financial Statements" means the audited financial statements of the Company for
its fiscal year ended 30 June 1999, which are attached to this Agreement as
Schedule "A";
"Purchase Price" means the aggregate amount payable to the Vendors for the
Purchased Shares pursuant to Clause 2.2;
"Purchased Shares" means all of the issued and outstanding shares in the capital
of the Company, as more particularly described in Clause 3.2(a);
"Purchaser's Solicitors" means Messrs. Xxxxxxx Xxxxxxxx & Xxxxxxxx;
"Xxxx" means Xxxx Xxxxxxxxxxx Xxxxxxx;
"Time of Completion" means 10:00 a.m. (Hong Kong time) on the Date of Completion
or such earlier or later time on the Date of Completion as may be agreed to in
writing by the parties; and
"Vendor Principal" means Rajan Chellarm Xxxxxxxxxx.
1.2 Schedules
The following are the schedules attached to and incorporated in this
Agreement by reference:
Schedule No. Description of Schedule Clause No.
A Financial Statements 1.1(e), 3.17
B Liens, Encumbrances, Leased Assets 3.9
C Intellectual Property 3.10
D Real Property Leases 3.12
E Employees 3.23
F Material Contracts 3.25
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ARTICLE 2 - AGREEMENT TO PURCHASE
2.1 Purchase of Shares
Subject to the terms and conditions set out in this Agreement, the Vendors
agree to transfer, sell and convey to the Purchaser and the Purchaser agrees to
purchase from the Vendors, the Purchased Shares.
2.2 Purchase Price for Purchased Shares
The Purchase Price for the Purchased Shares shall be, in aggregate, the sum
of $ 1,200,000 and 24,870 registered, fully paid and non-assessable shares of
common stock in the capital of the Purchaser.
2.3 Payment Provisions
The Purchase Price, shall be paid and satisfied by the Purchaser as
follows:
Upon the execution of this agreement by all of the parties, the Purchaser shall
pay the sum of Six Hundred Thousand ($600,000) Dollars (the "Deposit") by cash
or certified cheque to the Purchasers' Solicitors to be held by them, in trust,
pending completion or other termination of the transactions of purchase and sale
contemplated in this Agreement and to be credited (together with interest earned
thereon as hereinafter provided) on account of the Purchase Price, payable at
the Time of Completion. The parties acknowledge and agree that the Purchasers'
Solicitors shall place the Deposit in an interest-bearing trust account, with a
view to ensuring that the Deposit is continuously so invested until the Date of
Completion. If the transactions of purchase and sale contemplated in this
Agreement shall fail to close (otherwise than as a result of any fault of the
Purchaser) the Deposit (together with interest as aforesaid) shall forthwith be
returned to the Purchaser without set off or deduction. If the transactions of
purchase and sale contemplated herein shall fail to close as a result of any
breach by the Purchaser of any of the terms of this agreement, the Deposit
(together with interest thereon as aforesaid) shall be forfeited to the Vendors;
At the time of completion, the Purchaser shall issue to the Vendors, as
registered, fully paid and non-assessable, common shares in its capital, as
follows:
Vendor Number of Shares
Balaji Exports Ltd 4,974
Rajan Chellarm Xxxxxxxxxx 12,435
Xxxx Xxxxxxxxxxx Xxxxxxx 7,461
By the Purchaser paying the following amounts to the Vendors, at the Time of
Completion, inclusive of the Deposit;
Vendor Payment to be received
Balaji Exports Ltd $ 240,000
Rajan Chellarm Xxxxxxxxxx $ 600,000
Xxxx Xxxxxxxxxxx Xxxxxxx $ 360,000
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ARTICLE 3 - REPRESENTATIONS AND WARRANTIES OF THE VENDORS
The Vendors hereby jointly and severally represent and warrant as follows
and hereby acknowledge and confirm that the Purchaser is relying on such
representations and warranties in connection with the purchase by it of the
Purchased Shares:
3.1 Authorised Capital
The authorised capital of the Company consists of 5,000,000 ordinary shares.
3.2 Issued Capital
The issued and outstanding capital of the Company consists of 5,000,000 ordinary
shares, which are owned, beneficially and of record, by the Vendors as follows:
Shareholder Shares Owned
Balaji Exports Ltd 1,000,000
Rajan Chellarm Xxxxxxxxxx 2,500,000
Xxxx Xxxxxxxxxxx Xxxxxxx 1,500,000
All of the said issued and outstanding shares have been issued as fully paid and
non-assessable. There are outstanding no other shares, warrants, rights,
securities convertible into shares or any other evidence whatsoever in any
interest in the Company.
3.3 Title to Purchased Shares
The Vendors own the Purchased Shares with good and marketable title
thereto, free of any claims, liens, security interests or encumbrances of any
kind or nature and free of any rights or privileges capable of becoming claims,
liens, security interests or encumbrances. The Vendors are entitled to sell,
transfer and assign good and marketable title to the Purchased Shares to the
Purchaser, free of any such claims, liens, encumbrances, rights and privileges.
In addition, no person, firm or corporation has any agreement or option or any
right capable of becoming an agreement for the purchase, subscription or
issuance of any of the issued or unissued shares in the capital of the Company.
3.4 Status of Company
The Company is a subsisting corporation duly and validly incorporated and
organised under the laws of Hong Kong.
3.5 Proper Authorisation
The execution and delivery of this Agreement and all documents and
instruments to be delivered at the Time of Completion in accordance with the
terms of this Agreement by BEL and the Company and the sale of the Purchased
Shares to the Purchaser have been duly authorised by all necessary corporate
action. BEL and the Company have all requisite corporate power and authority to
enter into this Agreement and all documents and instruments to be delivered at
the Time of Completion in accordance with the terms of this
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Agreement and to carry out their respective obligations pursuant to their terms.
3.6 No Shareholders' Agreements
There is no agreement in place between one or more of the Vendors which
would require any consent before giving effect to the terms of this Agreement or
which would otherwise affect or impair the ability of the Vendors or any of them
to carry out their obligations pursuant to the terms of this Agreement.
3.7 Subsidiaries
The Company has no subsidiaries. The Company does not own any shares of any
other corporation or any rights, warrants or other securities convertible into
shares of any other corporation.
3.8 Minute Books
The minute books of the Company contain accurate and complete copies of the
Articles of Association of the Company. There are outstanding no applications or
filings which would alter in any way the constating documents or corporate
status of the Company. No resolutions or by-laws have been passed, enacted,
consented to or adopted by the directors or shareholders or the Company, except
those contained in the said minute books. The corporate records of the Company
have been maintained in accordance with all applicable statutory requirements
and are complete and accurate.
3.9 Assets Free and Clear
Other than as set out in Schedule "B" the Company owns its property and
assets with good and marketable title free and clear of any and all claims,
liens or encumbrances whatsoever or of any rights or privileges capable of
becoming claims, liens or encumbrances.
3.10 Use of Trade Names and Marks
The Company uses or has used in connection with the Business, without
payment of any royalty or other fee, all of the trade names, trade marks,
patents, designs, processes, copyrights, internet domain names, and licenses set
out in Schedule "C". To the best knowledge, information and belief of the
Vendors, the right of the Company to use the aforesaid trade names and trade
marks has never been called into question or challenged and the Company is not
infringing upon any patents, trade names, trade marks, service marks or
copyrights, domestic or foreign, or any other industrial or intellectual
property rights of any other person, firm or corporation. The Company has not
granted any right, title or interest in or to the aforesaid trade names or
trademarks to any other person, firm or corporation.
3.11 Conduct of Business
The Business is being conducted and operated in material compliance with
all ordinances, statutes, by-laws, regulations, orders, covenants, restrictions
or plans of governmental, Provincial or municipal authorities, agencies or
boards applicable to the Business.
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3.12 Real Property Leases
Schedule "D" contains a true copy of all real property leases and any
amendments or additions thereto to which the Company is a party, by which it is
bound or in respect of which it is entitled to benefit. The foregoing leases are
in good standing and the Company is not in default in payment of rent or in the
performance of any of its obligations thereunder. In addition, to the best
knowledge, information and belief of the Vendors, the landlords under such
leases are not in breach of any of their obligations thereunder and no state of
facts exists which, after notice or lapse of time or both, would result in a
breach of or default under any of the foregoing leases.
3.13 State of Business Premises
To the best knowledge, information and belief of the Vendors, the Business
Premises and all fixtures, plumbing, heating, electrical, drainage,
air-conditioning and cooling systems therein are in good working order and
condition and are in a good state of repair and maintenance. To the best
knowledge, information and belief of the Vendors, there are no outstanding work
orders relating to such premises issued by any police force or fire department,
sanitation, health or environmental authorities or by any other governmental or
municipal authority, agency or board or any board of fire underwriters or any
insurer for any notices or matters under discussion with any such departments or
authorities relating to work orders.
3.14 Use of Business Premises
To the best knowledge, information and belief of the Vendors, the use and
occupation to which the Business Premises have been put are not in breach of any
ordinance, statute, by-law, regulation, order, covenant, restriction or plan.
3.15 No Litigation
There are no judgements or executions outstanding against the Company nor
are there any suits, actions or legal, administrative, arbitration or other
proceedings or governmental investigations or any adverse change affecting the
business, operations, prospects, property or affairs of the Company pending or,
to the knowledge of the Vendors, threatened against the Company which might
adversely affect the financial condition of the Company, its property or the
conduct of the Business.
3.16 Books of Account Accurate
The books of account and financial records of the Company accurately and
correctly set out and disclose, in all material respects, the current financial
position of the Business and all transactions of or relating to the Business
have been accurately recorded in such books and records.
3.17 Financial Statements
The Financial Statements:
have been prepared in accordance with generally accepted accounting principles
applied on a basis consistent with those of preceding fiscal periods; and
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present fairly the assets, liabilities and financial condition of the Company as
at 30 June 1999, and the results of its operations and the changes in financial
position for the period then ended.
3.18 No Undisclosed Liabilities
The Company has not been nor is now subject to any liabilities or
obligations, direct, indirect or contingent, other than those disclosed in this
Agreement since 30 June 1999.
3.19 No Guarantees
The Company has not guaranteed or otherwise given security for or agreed to
guarantee or give security for any liability, debt or obligation of any person,
firm or corporation.
3.20 Status of Forward Commitments
All forward commitments by or to the Company for inventories, supplies or
services for use in connection with the Business (whether or not there are any
contracts in writing with respect thereto) which are in existence as of the date
of this Agreement have been entered into by them in the ordinary course of
business and upon terms and conditions consistent with past business practices
relating to the Business.
3.21 Assets in Good Working Order and Repair
To the best of the knowledge of the Vendors, all machinery, equipment,
motor vehicles and/or other assets owned by the Company are in good working
order and condition and in a good state of maintenance and repair, reasonable
wear and tear excepted.
3.22 No Material Adverse Change
Since 30 June 1999, there has been no material adverse change with respect
to the Business, financial or otherwise.
3.23 Employees
Schedule "E" contains a complete list and brief description of all
contracts and arrangements between the Company and employees of the Business
including, without limitation:
all written contracts or arrangements for the employment of any officer,
employee or consultant;
a complete list of all permanent and full-time employees of the Business, their
salaries and wage rates, their positions and length of service and particulars
of any contracts, arrangements or understandings, written or oral, with them;
and
all bonus, deferred compensation, profit sharing, pension, retirement, stock
option, stock purchase, hospitalisation insurance or other plans or arrangements
providing employee benefits.
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3.24 Employee Plans and Arrangements
All the plans and arrangements referred to in Clause 3.23(c) are in good
standing and the Company has made all payments required to be made by it in
connection therewith. There are no employee pension or other employee plans
requiring funding on the part of the Company. The Company has properly paid, as
due, and shall have paid to the Date of Completion, all employee vacation pay
relating to the Business.
3.25 Material Contracts
Save as disclosed in Schedule "F", the Company is not a party to nor is it
bound by any contracts, Agreements, arrangements, leases or other documents
(oral or written) other than those entered into in the ordinary course of
business which involve a cost, expenditure or liability of less than Five
Thousand ($5,000) Hong Kong Dollars for each such contract or document.
3.26 No Default Under Contract
The Company is not in default under or in breach of any material term of
any contract to which it is a party or by which it is bound. There exists no
state of facts which, after notice or lapse of time or both, would constitute a
material default under or breach of a material term of any such contract, and
all such contracts are now in good standing and in full force and effect and the
Company is entitled to all benefit thereunder.
3.27 Profits and Other Taxes
The Company has duly filed on a timely basis all profits and other
applicable tax returns required to be filed by them in connection with the
Business and have paid all taxes that are due and payable and all assessments,
reassessments, governmental charges, penalties, interest and fines due and
payable by them. The Company has made adequate provision for taxes payable in
respect of the Business for the current fiscal period and any previous periods
for which tax returns are not yet required to be filed.
ARTICLE 4 - COVENANTS OF THE VENDORS
4.1 At Completion
The Vendors hereby covenant that, at the Time of Completion, the Vendors
shall and the Vendors shall cause the Company to:
Evidence - Re: Representations and Warranties: Furnish the Purchaser with
evidence, including certificates of the Vendors that the representations and
warranties of the Vendors contained in this Agreement are true as at the Time of
Completion, as though then made, and that the covenants of the Vendors to be
complied with at or prior to the Time of Completion have been complied with;
provided that the receipt of such evidence and the Completion of the transaction
contemplated herein shall not be a waiver of the representations, warranties and
covenants of the Vendors which are contained in this Agreement;
Evidence of Corporate Authorisation: Deliver to the Purchaser evidence
satisfactory to the Purchaser's Solicitors that all necessary corporate
authorisations authorising and approving the transactions contemplated herein
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have been obtained, including, without limitations a resolution of the directors
of the Company consenting to the transfer of the Purchased Shares to the
Purchaser;
Deliver Share Certificates: Cause all necessary steps and proceedings as may
reasonably be approved by the Purchaser's Solicitors to be taken so that the
Purchased Shares may be properly transferred to the Purchaser at the Time of
Completion and, in that regard, to deliver to the Purchaser at the Time of
Completion certificates representing all of the Purchased Shares, such
certificates being duly endorsed for transfer to the Purchaser, and cause
transfers of all the Purchased Shares to be duly and regularly recorded in the
name of the Purchaser or as it may in writing direct;
Deliver Resignations: Cause such directors and officers of the Company as the
Purchaser may designate to resign in favour of nominees of the Purchaser;
Deliver Corporate Records: Deliver and cause to be delivered to the Purchaser
the corporate seal, minute book or minute books, share certificates, share
certificate books, share transfers, share register books, directors' registers
and any and all documents, records, books, instruments and agreements of or
pertaining or relating to the Company and the Business; and
Deliver Release: Deliver and cause to be delivered to the Company and the
Purchaser a full and final release by the Vendors and the Vendor Principal of
all claims which they, or any party, with whom they do not deal at arm's length,
now or in future might have against the Company including, without limitation,
as to the entitlement to any outstanding wages, directors' fees, shareholder
loans and other like payment obligations.
ARTICLE 5 - GUARANTEE OF VENDOR PRINCIPAL
5.1 Guarantee
The Vendor Principal hereby guarantees to the Purchaser the observance and
performance by BEL of all of BEL's covenants and obligations contained in the
Agreement and agrees to indemnify and save harmless the Purchaser from and
against all losses, costs, charges, damages and expenses of any nature
whatsoever occasioned by any act or default of the BEL contrary to such
covenants and obligations or which may be incurred or sustained by reason of any
failure by BEL to observe and perform all or any of such covenants and
obligations.
5.2 Terms of Guarantee
This guarantee shall be continuing, unconditional and irrevocable. Without
limiting the generality of the foregoing, the obligations of the undersigned
hereunder shall not be released, discharged, impaired or affected by any
extensions of time or indulgences or modifications granted by any party in
favour of another to enforce any of the terms or provisions of this guarantee or
by the bankruptcy, insolvency, dissolution, amalgamation, winding-up or
reorganisation of BEL and the undersigned hereby waives any right to require the
Purchaser to exhaust any action or recourse against any other party before
requiring performance by the undersigned pursuant to this guarantee.
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ARTICLE 6 - REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants as follows and hereby
acknowledge and confirm that the Vendors are relying on such representations and
warranties in connection with the sale by them of the Purchased Shares:
6.1 Purchaser Subsisting
The Purchaser is a subsisting corporation duly and validly incorporated and
organised under the laws of the State of Nevada.
6.2 Proper Authorisation
The execution and delivery of this Agreement and all documents and
instruments to be delivered at the Time of Completion in accordance with the
terms of this Agreement by the Purchaser and the purchase of the Purchased
Shares by the Purchaser shall, as at the Time of Completion, have been duly
authorised by all necessary corporate action and the Purchaser has all requisite
corporate power and authority to enter into this Agreement and all documents and
instruments to be delivered at the Time of Completion in accordance with the
terms of this Agreement and to carry out its obligations pursuant to their
terms.
6.3 No Violation of Charter Documents or Contracts
The execution and delivery of this Agreement by the Purchaser and the
Purchaser Principals and the observance and performance of the terms and
provisions of this Agreement on the part of the Purchaser to be observed and
performed will not constitute a violation of applicable law or breach of the
charter documents or by-laws of the Purchaser or any provision of any contract
or other instrument to which the Purchaser is a party or by which it is bound or
by any order, writ, injunction, decree, statute, rule or regulation applicable
to them, or constitutes a default (or would with the passage of time or the
giving of notice or both, constitute a default) under any contract, Agreement or
instrument to which the Purchaser or is a party or by which it is bound.
ARTICLE 7 - COVENANTS OF THE PURCHASER
7.1 At Completion
The Purchaser covenants that, at the Time of Completion, the Purchaser
shall:
(a) Pay Purchase Price: Pay the Purchase Price for the Purchased
Shares to the Vendors in accordance with the provisions of Clause 2.2; and
(b) Execute Documents: Execute or cause to be executed all assignments
and documents delivered pursuant to this Agreement at the Time of
Completion which require execution by the Purchaser.
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ARTICLE 8 - ADDITIONAL COVENANTS OF THE PARTIES
Stamp Duty
The Vendors and the Purchaser shall be jointly and severally liable in
respect of any stamp duty in connection with the assignment of the Purchased
Shares payable pursuant to the provisions of the Stamp Duty Ordinance (Ch. 117
of the Laws of Hong Kong), each as to 50% of the total amount so owing.
8.2 Maintenance of Secrecy
The Vendors, and the Purchaser hereby covenant that they will not disclose
the existence of this Agreement or the transaction contemplated in this
Agreement (except to their own solicitors, auditors and senior officers) without
the prior written consent of the other parties. Until the transactions
contemplated in this Agreement are completed, all public announcements and press
releases made concerning such transaction shall be approved jointly as to form,
content and timing by the Vendors and the Purchaser.
8.3 Confidential Information
In the event that the purchase and sale of the Purchased Shares
contemplated herein is not completed, the Purchaser agrees that it will not use
for their own purposes any information, trade secrets or confidential data
relating to the Business discovered or acquired by them or their representatives
as a result of the Vendors making available any information, books, accounts,
records or other data and information relating to the Business. The Purchaser
agree that they will not disclose, divulge or communicate any such information,
trade secrets or confidential data so discovered or acquired to any other
person, firm or corporation and the Purchaser agrees that they will forthwith
return to the Vendors any documents delivered pursuant to this Agreement and any
copies made thereof.
ARTICLE 9 - NON-SOLICITATION AND CONFIDENTIALITY
9.1 Non-Solicitation
Each of the Vendor Principal and Ravi hereby covenants and agrees with the
Company, the Purchaser that they will not, so long as they are employed by the
Purchaser or any of its affiliates or associated companies and for a term of two
(2) years thereafter, divulge to any person, firm or corporation the name of any
customer of the Company or accept as a customer or client, solicit, service,
interfere with or endeavour to entice away from the Company any person, firm or
corporation was an officer, director, or employee, client or active prospect of,
supplier of or otherwise in the habit of dealing with the Company.
9.2 Confidentiality
The Vendors hereby acknowledge that all records, material and information
pertaining to the Company and the Business and any copies thereof obtained by
them are confidential and shall remain the exclusive property of the Company.
The Vendors covenant and agree that they shall not at any time, divulge the
contents of such records or any of such information to any person other than the
Company's qualified employees or professional advisors nor use the contents of
such records or such information for any purpose whatsoever other than in
furtherance of the business and affairs of the Company.
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9.3 Severability of Covenants
In the event that any clause or portion of any covenant contained in this
Article should be unenforceable or declared invalid for any reason whatsoever,
such unenforceability or invalidity shall not affect the enforceability or
validity of the remaining portions of the covenant and such unenforceable or
invalid portion shall be severable from the remainder of this Agreement.
9.4 Acknowledgement of Vendors
The foregoing covenants are given by the Vendor Principal and Ravi
acknowledging that they have specific knowledge of the affairs of the Company
and that the Company carries on and attempts to carry on the Business in Hong
Kong and internationally. The Vendors hereby acknowledge and agree that all
restrictions contained in this Agreement are reasonable and valid and were
negotiated by them and their solicitors and hereby waive any and all defences to
the strict enforcement thereof by the Company or the Purchaser. It is understood
and acknowledged by the parties that the covenants set out in this Article are
essential elements to this Agreement.
9.5 Damages Insufficient
Without intending to limit the remedies available to the Company and the
Purchaser, the Vendors acknowledge that damages at law will be an insufficient
remedy in view of the irrevocable harm which will be suffered if the Vendors
violate the terms of this Article and the Vendors agree that the Company or the
Purchaser may apply for and have injunctive relief or specific performance in
any court of competent jurisdiction specifically to enforce any such covenants
upon the breach or threatened breach of any such provisions or otherwise
specifically to enforce any such covenants and hereby waives any defences
thereto.
ARTICLE 10 - SURVIVAL OF REPRESENTATIONS WARRANTIES AND COVENANTS
10.1 Survival Provisions
The representations, warranties and covenants contained in this Agreement,
and in any schedule hereto, and any documents to be executed and delivered
pursuant to this Agreement and in any documents executed and delivered in
connection with the completion of the transaction contemplated in this
Agreement, shall survive the Completion of the transaction contemplated herein
and, notwithstanding such Completion and notwithstanding any investigations made
by or on behalf of the parties, such representations and warranties shall
continue in full force and effect from the Date of Completion as follows:
(a) as to matters relating to or arising as a result of fraud on the part
of the Vendors or the Purchaser, forever;
(b) as to matters relating to income tax, sales tax, corporation tax or
other governmental tax, levy or duty, for the duration of the statutory
reassessment period provided for in the enabling legislation with respect to
such tax, levy or duty;
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(c) as to all other representations and warranties, to and including the
date which is two (2) years following the Date of Completion; and
(d) as to any and all covenants of the parties, until performed in full.
ARTICLE 11 - INDEMNITIES
11.1 Vendors' Indemnity
The Vendors covenant and agree to indemnify and save harmless the Purchaser
from and against:
(e) any loss or damage suffered by the Purchaser as a result of any breach
of, non-compliance with, or untruth of any of the warranties, representations or
covenants of the Vendors contained in this Agreement and any schedule hereto,
and any documents to be delivered and executed pursuant to this Agreement or any
documents executed and delivered in connection with the completion of the
transaction contemplated herein, including, without limiting the generality of
the foregoing, all costs and expenses (including legal fees incurred in
connection with any such loss or damage) in connection with any claim under this
Article; and
(f) any claims, demands, actions, losses, costs or expenses which the
Purchaser, may pay, suffer or incur in connection with or by reason or any
assessment by the Inland Revenue Department (Hong Kong) or as a result of any
ruling or hearing by any tribunal or court which results in any additional sales
taxes pursuant to the provisions of the Inland Revenue Ordinance (Ch. 112 of the
Laws of Hong Kong) being paid or payable by the Company for any period prior to
the Date of Completion.
11.2 Purchaser's Indemnity
The Purchaser covenants and agrees to indemnify and save harmless the
Vendors from and against any loss or damage suffered by the Vendors as a result
of any breach of, non-compliance with, or untruth of any of the warranties,
representations or covenants of the Purchaser contained in this Agreement, in
any schedule to this Agreement in the documents to be executed and delivered
pursuant to this Agreement or in any documents executed and delivered in
connection with the completion of the transaction contemplated herein,
including, without limiting the generality of the foregoing, all costs and
expenses (including legal fees incurred in connection with any such loss or
damage) in connection with any claim under this Article.
11.3 Rights Supplemental
The rights and benefits provided in this Article are supplemental to and
are without prejudice to any other rights, actions or causes of action which may
arise pursuant to any other Clause of this Agreement or pursuant to applicable
law.
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ARTICLE 12 - GENERAL CONTRACT PROVISIONS
12.1 Place of Completion
The completion of the transaction contemplated in this Agreement shall take
place at the Time of Completion on the Date of Completion at the offices of the
Purchaser's Solicitors at 0xx Xxxxx, XxxXxxxx Building, 29 Queen's Road Central,
Hong Kong, or at such other place as may be agreed to in writing by the parties.
12.2 Notices
All notices, requests, demands or other communications required or
permitted, under the terms of this Agreement, to be given by one party to
another shall be given in writing by personal delivery or facsimile transmission
or by registered mail, postage prepaid, addressed to such other party or
delivered to such other party as follows:
(a) to the Purchaser at:
First Xxxx.xxx, Inc
000 Xxxxxx Xxxxxxxx
0 Xxxxx'x Xxxx Xxxxxxx
Xxxx Xxxx
Facsimile: 2801 5939
Copy to:
Xxxxxxx Xxxxxxxx & Xxxxxxxx
Solicitors
8th Floor, Aon China Building
00 Xxxxx'x Xxxx Xxxxxxx
Xxxx Xxxx
Attention: Xx. Xxxxxxx X. Xxxxx
Facsimile: 2845 9089
(b) to the Vendors at:
Xxxx 000, 0/X Xxxxxx Xxxxxxxx
00 X-X Xxxxxxxxx Xxxx
XXX, Xxxxxxx
Xxxx Xxxx
Attention: Xx. Xxxxx Chellarm Xxxxxxxxxx
or at such other address as may be given by any of them to the other in writing
from time to time and such notices, requests, demands or other communications
shall be deemed to have been received when delivered, if so delivered, when
sent, if sent by facsimile transmission or, if mailed, five (5) business days
following the date of mailing thereof.
12.3 Further Assurances
The parties covenant and agree to sign such other papers, cause such
meetings to be held, resolutions passed and by-laws enacted, exercise their vote
and influence, do and perform and cause to be done and performed such further
and other acts and things as may be necessary or desirable in order to give full
effect to this Agreement and every provision of it.
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12.4 Governing Law
This Agreement shall be governed by the laws of the Hong Kong Special
Administrative Region of the People's Republic of China.
12.5 Currency
Unless otherwise specified in this Agreement, all dollar amounts referred
to in this Agreement are stated in U.S. dollars.
12.6 Words and Pronouns
All words and personal pronouns relating thereto as used in this Agreement
shall be read and construed as the number and gender of the party or parties
referred to in each case requires and the verb shall be construed as agreeing
with the required word or pronoun.
12.7 Articles, Clauses
The division of this Agreement into Articles, Clauses, and schedules is for
convenience of reference only and shall not affect the interpretation or
construction of this Agreement.
12.8 Legal and Other Fees
The parties acknowledge and agree that, save and except as otherwise
provided in this Agreement, each party shall be responsible for its own legal,
audit and other professional fees and other charges incurred in connection with
the completion of the transaction contemplated in this Agreement and any
post-completion matters.
12.9 Time of the Essence
Time shall be of the essence of this Agreement and of every part hereof and
no extension or variation of this Agreement shall operate as a waiver of this
provision.
12.10 Entire Agreement
This Agreement shall constitute the entire Agreement between the parties
with respect to all of the matters herein and this Agreement shall not be
amended except by a memorandum in writing signed by all of the parties hereto
and any amendment hereof shall be null and void and shall not be binding upon
any party which has not given its consent as aforesaid.
12.11 Severability
In the event that any of the warranties, representations or covenants or
any portion of them contained in this Agreement are unenforceable or are
declared invalid for any reason whatsoever, such unenforceability or invalidity
shall not affect the enforceability or validity of the remaining terms of
portions thereof of this Agreement and such unenforceable or invalid warranty,
representation or covenant or portion thereof shall be severable from the
remainder of this Agreement.
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12.12 Assignment, Binding Effect
No party to this Agreement may assign this Agreement, any part hereof or
their rights hereunder without the prior written consent of the other parties.
Subject to the foregoing, this Agreement shall enure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
IN WITNESS WHEREOF the parties have duly executed this Agreement this 16th day
of March 2000.
SIGNED, SEALED AND DELIVERED
in the presence of:
FIRST XXXX.XXX, INC.
Per: (sgd.) G. M. Pek
Per: (sgd.) J. R. Xxxxxx
XXXXXX EXPORTS LTD
Per: (sgd.) X. X. Xxxxxxxxxx
Per: (sgd.) X. X. Xxxxxxxxxx
(sgd.) X. X. Xxxxxxxxxx
------------------------------------
XXXXX XXXXXXXXX XXXXXXXXXX
(sgd.) X. X. Xxxxxxx
------------------------------------
XXXX XXXXXXXXXXX XXXXXXX
ASIA INTERNET LIMITED
Per: (sgd.) X. X. Xxxxxxxxxx
Per: (sgd.) X. X. Xxxxxxx
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