EXHIBIT 10.8
AGREEMENT
DRAWN UP AND SIGNED IN TEL AVIV, ON JUNE 10TH 2001
BETWEEN
MARNETICS BROADBAND TECHNOLOGIES LTD.
Public Company No. 52-004389-4
12 Hayetzira St.
Raanana Industrial Zone
(HEREINAFTER: "THE COMPANY")
OF THE FIRST PART;
AND
IDAN MILLENIUM INVESTMENTS AND ASSETS
(HEREINAFTER: "THE PURCHASER")
OF THE SECOND PART;
WHEREAS the Company, inter alia, engages in the installation and
maintenance of electricity and communication infrastructure
systems (hereinafter: "The Operations");
AND WHEREAS the Company is interested to sell the sold assets to the
Purchaser, according to their definition hereunder, including
the fixed assets, the rights and obligations, emerging from its
commitments, the know-how in its possession, pertaining to the
Operations, goodwill, clients and the connections of the
Company, which are serving it in the carrying out of the
Operations, and all as specified in this Agreement;
AND WHEREAS the Purchaser was one of the proposers, who responded to the
Request for Proposals of the Company, and on the basis of the
proposal of the Purchaser, the Company is interested to sell the
sold assets to the Purchaser, and the Purchaser agrees to
purchase the sold assets, all subject to the conditions,
specified in this Agreement hereunder;
AND WHEREAS the Company and the Purchaser are interested to arrange their
relations in connection with the sale of the sold assets
and the payment of the consideration;
THEREFORE, IT HAS BEEN DECLARED, AGREED AND STIPULATED BETWEEN THE PARTIES, AS
FOLLOWS:
1. PREAMBLE, HEADINGS AND APPENDICES
1.1. The preamble to this Agreement and its Appendices constitute an
integral part thereof.
1.2. The headings of the Sections are intended for purposes of
reference in this Agreement and should not be used for its
interpretation.
2. DEFINITIONS
In this Agreement, the terms specified hereunder shall bear the
following meaning:
"THE DETERMINING DATE" - MARCH 31ST 2001
"THE SOLD ASSETS" -
The full Operations of the Company with respect to the carrying out of
electricity jobs, including fixed assets, stock, commitments,
obligations, the contractor's license, goodwill, legal claims and the
holdings of the
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Company in Newline, and all as of the Determining Date, according to
its definition hereunder, with the exception of assets, which are not
purchased, and liabilities, which are not purchased, as per their
definition in this Agreement;
"FIXED ASSETS" -
The equipment, facilities, vehicles and other movable, owned by the
Company, as of the Determining Date, as specified in APPENDIX A to this
Agreement;
"THE STOCK" -
Components, spare parts, auxiliary materials, accessories and the like,
serving for the Operations, as of the Determining Date, as specified in
Appendix B to this Agreement;
"THE COMMITMENTS" -
All the rights and obligations of the Company, within the framework of
Agreements by which the Company is committed, and which are serving for
the management and execution of the Operations, whether made in writing
or verbally, as of the Determining Date, including guarantees and
securities, given by the Company and/or by anyone on its behalf within
the framework of the Agreements, as stated, and/or pursuant to the
assurance of their execution and the quality of the execution,
including Employment Agreements, loans to employees, Leasing
Agreements, Rent Agreement, and any Agreement of any kind and type by
which the Company is committed in connection with the Operations, as of
the Determining Date, and also any future commitments pertaining to
Operations in respect of which the Company filed proposals within the
framework of tenders and/or in respect of
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which the Company is currently handling negotiations, including
obligations for the carrying out of jobs, with the exception of the
assets, which are not purchased;
"THE ASSETS WHICH ARE NOT PURCHASED" -
The rights and obligations of the Company in accordance with the
Marnetics Agreement; the balance of clients, debtors and receivable
income, emerging from commitments during the period up until the
Determining Date; rights and obligations in accordance with insurance
policies; the bookkeeping and payroll computer, including software and
the entire bookkeeping data of the Company, and any documents and
records pertaining to its Operations and also loans, which were placed
by the Company in favor of interested parties of the Company;
"OBLIGATIONS" -
The full obligations of the Company, as of the Determining Date,
including toward leasing companies and toward other creditors,
including employees of the Company for leave, recuperation, and reserve
for compensation, income tax, other authorities, Marnetics Ltd., with
the exception of the obligations, which are not purchased;
"THE OBLIGATIONS, WHICH ARE NOT PURCHASED" -
The balance of the current obligations, as of the Determining Date,
toward banks and suppliers, including: open debts to suppliers, payable
cheques and payment of work wages to employees up until March 2001, up
to an
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inclusive amount of NIS 7,455 thousand, as specified in APPENDIX C to
this Agreement;
"THE CONTRACTOR LICENSE" -
The contractor license, registered in favor of the Company, to the
extent that it would be possible to transfer it;
"THE GOODWILL" -
The goodwill of the Company, the accumulated know-how in its
possession, its connections with its clients and suppliers, and also
any other right of any kind and type whatsoever in connection with the
Operations;
"THE HOLDINGS OF THE COMPANY IN NEWLINE" -
The holdings of the Company in the Subsidiary, Stav - Newline Ltd.;
"LEGAL CLAIMS" -
Any claim, filed against the Company and/or on its part, prior to the
Determining Date and/or a claim which is filed against the Company
after the determining date, whose ground emerged at a date prior to the
determining Date;
"THE MARNETICS AGREEMENT" -
An Agreement, signed on May 31st 2000, between the Company and
Marnetics Ltd. (a private company) pursuant to the purchasing of the
entire share capital of Marnetics Ltd. against the allotment of 75% of
the shares of the Company, including all the amendments and Appendices
thereto;
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"THE CONSIDERATION" -
The inclusive amount, which would be paid to the Company by the
Purchaser, against the sale of the sold assets, as specified in Section
6 hereunder;
"EMPLOYEES" -
All the employees, who as of the Determining Date, were employed by the
Company within the framework of the Operations, by way of an employer -
employee relationship between them and the Company, as specified in the
list, APPENDIX D to this Agreement, including the wages and
accompanying benefits to which the employees are entitled, as of the
Determining Date, and also the amount of severance pay, which the
Company actually deposited solely with compensation funds and/or
executive insurance policies for the employees, as stated;
"LOANS TO EMPLOYEES" -
Loans placed by the Company in favor of its employees, amounting as of
the Determining Date to a total of NIS 32,769;
"THE FINANCIAL STATEMENTS" -
The audited financial statements of the Company, as of December 31st
2000, which would be published by July 15th 2001, and the certified
Financial Statements of the Company, as of March 31st 2001, which would
be enclosed with this Agreement, as an appendix, immediately upon the
completion of their preparation, and also a trial balance sheet with
respect to the Operations, as of the Determining Date, as stated in
Section 5.3 of this Agreement;
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3. THE DECLARATIONS OF THE COMPANY
The Company hereby declares, as follows:
3.1. The Board of Directors of the Company approved the commitment of
the Company in this Agreement and the fulfillment of its
obligations, as specified therein; the approval of the Board of
Directors is in line with the provisions of the documents of
incorporation of the Company and the provisions of any Law, and
according to the best knowledge of the Company, there is no need
for any additional resolution, approval or document, pursuant to
the fulfillment of the obligations of the Company, as specified in
this Agreement, and there is no impediment and/or restriction,
whether by Law or an Agreement, to the signing of this Agreement
by the Company and the fulfillment of all its obligations in
accordance with it, with the exception of that stated in Sections
3.3 and 7 hereunder.
3.2. The Company is the sole proprietor and holder of all the sold
assets, and no one other then the Company has any right of
possession or use of said assets, with the exception of a general
floating lien, imposed on the Operations of the Company in favor
of Bank Hapoalim Ltd., which would be removed up until the
conclusion of the transaction.
4. THE DECLARATIONS OF THE PURCHASER
The Purchaser hereby declares, as follows:
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4.1. It has viewed the sold assets, including their physical and legal
condition and also all the legal, accounting and other data,
pertaining to the sold assets, including with respect to the
commitments, allowances to employees, obligations and legal
claims, and found them all to be suitable for its purposes, and it
hereby explicitly waives any contention of defect and/or flaw
and/or discrepancy in connection with the sold assets, and it
shall not have any contention and/or claim against the Company
with respect to their condition and/or nature and/or kind.
4.2. Furthermore, the Purchaser approves that this commitment is made
after having examined, personally and independently, including by
means of professionals on its behalf, all the relevant data,
including the monetary and physical data, and the utilization
possibilities of the sold assets, and after having conducted all
the legal and other examinations in connection with the sold
assets, including the fixed assets, the commitments, allowances to
employees, obligations and legal claims, the goodwill and rights
of the Company therein, and found them all to be suitable for its
objectives, and it shall not have any contention and/or claim
toward the Company, including with respect to any datum, which
would not accord with its examination following the purchasing of
the sold assets.
4.3. The Purchaser declares, that it is aware and it agrees,
notwithstanding anything stated in this Agreement, that the
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Company sells and transfers to it and that it purchases and
receives the sold assets from the Company, as is upon the
Determining Date, and that the Purchaser shall not have any
contentions and/or claims and/or demands of any kind toward the
Company in connection with the sold assets, as they are upon the
Determining Date.
4.4. Without prejudice to the generality of that stated above, the
Purchaser declares that it is aware and it agrees and approves,
that it shall not have any contention or claim against the Company
with respect to the condition and/or quality and/or possibilities
of use and the potential of the sold assets.
4.5. In order to remove any doubt, the Purchaser is aware,
notwithstanding anything stated in this Agreement, that the
Purchaser is committed upon the date of signature of this
Agreement in an Agreement for the purchasing of the sold assets,
according to their condition upon the Determining Date, and it is
aware that from the date of examination of the sold assets by it
and the signature of the Agreement until the Determining Date,
changes took place in the normal course of business, inter alia,
in the operations of the Company, its commitments, rights and
obligations, and it waives any contention and/or claim against the
Company in connection with any change, that has occurred, as
stated.
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4.6. The Purchaser declares that it is aware and it agrees that the
sold assets were not qualitatively examined by the Company and
that the Company is not liable for their characteristics, quality
and utilization possibilities, entirely or partially.
5. THE TRANSACTION
5.1. Subject to the provisions of this Agreement, the Company is
obligated to sell to the Purchaser and the Purchaser, upon the
date of completion of the transaction, effective from April 1st
2001, is obligated to purchase and receive the transfer of the
sold assets, including each and every element thereof, including
the obligations, and all of these according to their condition, as
is upon the Determining Date.
5.2. The Company is obligated to deliver the possession of the sold
assets to the Purchaser, upon the date of completion of the
transaction, occurring on June 10th 2001 or an earlier date in the
agreement of the parties (hereinafter: "The Completion Date of the
Transaction"), according to their condition, as is upon the
Determining Date, and all subject to the depositing of the full
consideration by the Purchaser, as stated in Section 6 hereunder.
5.3. Upon the Completion Date of the Transaction, the Company shall
furnish the Purchaser with a trial balance with respect to the
Operations, as of the Determining Date. Upon the completion of the
preparation of the Financial Statements of the Company, as of
March 31st 2001, an adjustment shall be carried out between the
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parties with respect to the amount paid by the Purchaser for
elements of the sold assets, and in any event whereby any of the
parties should receive moneys from the other party in consequence
of the adjustment, same party shall receive payment of same
amounts which are due to it.
6. THE CONSIDERATION AND PAYMENT DATE
6.1. In consideration of the sold assets and the fulfillment of all the
obligations of the Company in accordance with this Agreement, the
Purchaser is obligated to pay to the Company and undertake a
liability in a total amount of NIS 6,088 thousand, together with
the lawful addition of VAT, upon the date and according to the
terms specified hereunder (hereinafter: "The Total
Consideration"). Out of the Total Consideration, the Purchaser
shall pay to the Company an amount of NIS 2,500 thousand, to be
paid as specified in Section 6.2 hereunder (hereinafter: "The Paid
Consideration"), and as the Purchaser liabilities, which are
estimated based on the trial balance sheet, as of March 31st 2001,
as stated in Section 5.3 above, in the amount of approx. NIS 3,588
thousand (hereinafter: "The Consideration as per the Commitment").
The Consideration as per the Commitment shall be paid by the
Purchaser upon the payment date of each of the elements of the
Consideration as per the Commitment, as specified in Appendix E to
this Agreement, in accordance with any Law and/or the Agreement.
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It is hereby agreed between the parties that the Total
Consideration was offered by the Purchaser within the framework of
the Request for Proposals, as the amount of NIS 1,781 thousand out
of which is offered by the Purchaser for the fixed assets
(including equipment, vehicles and movable), while the balance of
the Total Consideration is offered by the Purchaser with respect
to the stock, accumulation of orders and jobs in performance.
6.2. The Paid Consideration shall be paid to the Company by the
Purchaser, as from February 1st 2002, payable in 25 consecutive
and successive monthly installments, in such a manner that each
payment shall be in the amount of NIS 100,000 (hereinafter: "The
Monthly Payment"). The Monthly Payment shall be linked to the
Consumer Price Index, in such a manner whereby the payment shall
change according to the recent Consumer Price Index, known upon
the making of the payment, in relation to the Consumer Price
index, known upon the date of signature of this Agreement.
7. COMMITMENTS
7.1. Within the framework of the sale of the sold assets and their
transference to the Purchaser, the Company shall assign to the
Purchaser and the Purchaser shall undertake the rights and
liabilities of the Company in accordance with the commitments and
the obligations, effective from the Determining Date, including
obligations for the carrying out of jobs, proposals in tenders and
commitments in respect of which negotiations were handled.
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7.2. The Purchaser shall be solely and exclusively liable for obtaining
all the consents, as such would be required, if and to the extent
that they are required, pursuant to the transferring, assignment
and endorsement of the commitments and obligations in favor of the
Purchaser. In the event that according to any of the commitments
and/or obligations, it is not possible to transfer and/or assign
and/or endorse them without the consent of a third party, then the
Purchaser is obligated to act pursuant to the receipt of the
required consent of such a third party, as stated, up until the
Completion Date of the Transaction.
7.3. I any event, whereby the consent of any third party, required in
accordance with that stated in the provisions of this Agreement,
is not obtained up until the Completion Date of the Transaction,
the Company may decide on the completion of the transaction and it
shall act, up to the receipt of the consent of the third party, as
follows:
7.3.1. It shall maintain the commitments, as stated, in trust on
behalf of the Purchaser and shall give to the Purchaser
all the powers of attorney, which are required and which
might be reasonable required by the Purchaser, in order to
act according to the commitments, as stated. The Company
shall pass to the Purchaser, immediately upon their
receipt, any notice or other document, which are
pertaining or connected to the commitments, as stated,
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and the Purchaser shall act in the stead of the Company in
accordance with the commitments, as stated, at its expense
and in its liability; and,
7.3.2. To the extent permitted by Law, the Company shall transfer
to the Purchaser all the rights and liabilities, emerging
from the commitments, as stated, as if the Purchaser was a
party to the commitments, as stated, and it shall act
under the reasonable guidance of the Purchaser. The
Purchaser shall not have any contention and/or claim
against the Company and it shall indemnify the Company
with respect to its activity within the framework of the
fulfillment of the Agreements, as stated, to the extent
that it has acted upon them in accordance with the
instructions of the Purchaser.
7.3.3. If and until receipt of the consent of the third party,
the Company shall assist the Purchaser in accordance with
the requirement of the Purchaser and at its expenses, in
order to allow the Purchaser to enforce the rights of the
Company in accordance with the commitments.
7.3.4. In the event, by which the conditions of any commitment
prevents the transferring of liabilities to the Purchaser,
due to any cause whatsoever, the Company, according to its
exclusive discretion, and subject to any Law, shall
determine arrangements allowing maximum
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implementation of a transfer to the Purchaser, as stated,
in accordance with the conditions of the commitments.
7.4. In order to remove any doubt, it is hereby agreed between the
parties that bearing in mind that the commitment is valid as from
the Determining Date, the Purchaser shall bear all the expense,
actually borne by the Company, and shall be entitled to all the
revenues of the Company, applying from the Determining Date until
the completion date of the transaction, subject of this Agreement.
Without prejudice to the generality of that stated above, it is
hereby agreed as follows:
7.4.1. Within 30 days from the date of signature of the
Agreement, the Purchaser shall receive the bookkeeping
records of the Company with respect to the expenses of the
Company for the months April and May 2001.
7.4.2. The expenses for April 2001, which were borne by the
Company, shall be paid by the Purchaser up until August
31st 2001.
7.4.3. The expenses for May 2001, which were borne by the
Company, shall be paid by the Purchaser up until September
31st 2001.
7.5. It is hereby clarified, that the date of completion of the
transaction, as stated in Section 5.2 above, shall take place
prior to the approval of the general meeting of shareholders of
the Company with respect to the commitment, subject of this
Agreement. The Purchaser is
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obligated to receive the sold assets upon the date of completion
of the transaction and to act with them in trust in accordance
with the Trust Law, 1979. In the event that the approval of the
commitment by the general meeting of shareholders of the Company
is received, the sold assets shall transfer to the title and full
proprietorship of the Purchaser. In the event that the approval of
the general meeting of shareholders of the Company was declined,
the Purchaser shall return the sold assets to the Company and the
parties shall determine between them the necessary arrangements,
pursuant to the return of the sold assets, as stated.
8. TRANSFERRING THE EMPLOYEES OF THE COMPANY TO THE PURCHASER
8.1. The Company is obligated to transfer and the Purchaser is
obligated to absorb all the employees of the Company, as of the
Determining Date, effective from April 1st 2001, as these
employees shall become the employees of the Purchaser, effective
from April 1st 2001, while preserving the continuity of their
rights, taking into account the seniority accumulated by them from
the commencement of their work with the Company.
8.2. The Purchaser shall bear the exclusive liability for the making of
all the payments to the employees, whether those continuing their
employment or those, who decide to terminate their employment with
the Purchaser, if any, and the Purchaser shall pay to them all the
amounts, which are due to them in accordance with the Law and the
conditions of their employment, and also in connection with
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their resignation from work, as from the commencement of their
period of employment with the Company. In order to remove any
doubt, the Company shall bear no liability with respect to same
employees, and it shall not bear any payment whatsoever toward the
employees, as stated, with the exception of the transferring of
the amounts which were actually deposited in favor of the
employees, as stated, with the severance pay funds. The Purchaser
explicitly declares, without prejudice to the generality of that
stated above, that it is aware that the amounts, which were
actually deposited by the Company with the severance pay funds, in
favor of the employees, as stated, do not cover the full
liability, which the Company might have toward the employees, as
stated, and that the Purchaser shall in any event supplement the
due amount, in any event of payment of severance pay to the
employees in accordance with the provisions of the Law.
8.3. The Company, upon the date of this Agreement, shall pass to each
of the employees, a letter according to the draft, attached to
this Agreement, as APPENDIX F.
9. LIABILITY AND INDEMNIFICATION
9.1. The Purchaser shall be liable for all the sold assets, including
toward any party with whom the Company is committed according to
any commitment whatsoever within the scope of the Operations, even
prior to the Determining Date, including for jobs, which the
Company commenced with their execution prior to the Determining
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Date, including jobs which the Company was awarded within the
framework of tenders and which it did not commence with their
execution, prior to the Determining Date.
Without prejudice to the generality of that stated above, the
Purchaser is obligated to indemnify the Company for any claim
and/or requirement and/or contention, filed against the Company in
connection with the sold assets, including a claim, as stated,
whose ground originated prior to the Determining Date. An
indemnification, as stated, may include any expense and/or
lacking, which would be borne by the Company, including legal fees
and expenses.
9.2. The Company is obligated to notify to the Purchaser in writing and
without any delay of any requirement and/or claim for the payment
of any amount whatsoever, which is covered within the framework of
the indemnification liability, given by the Purchaser, as stated
above, and to allow to the Purchaser to defend, at its expense,
against any requirement and/or claim, as stated.
9.3. The Company is obligated not to bear any payment whatsoever on the
account or for the covering of a requirement and/or claim, as
stated, and also not to settle with parties, that are presenting
requirements and/or claims, as stated, without receiving the early
written consent of the Purchaser. The Purchaser, on its part,
shall as soon as possible take all the necessary actions, in order
to defend against requirements and/or claim, as stated.
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In the event that interim orders and/or attachments are issued
against the Company or if plaintiffs, as stated, are given interim
relieves, the Purchaser shall act, at its expense, as early as
possible and while taking all the reasonable steps, required in
order to cancel and/or remove such relieves, as stated.
In addition, the parties hereby agree that the Purchaser shall
bear the exclusive liability for any claim and/or contention
and/or requirement, which would be filed against the Company,
prior to the Determining Date, and it shall indemnify the Company
for any damage and/or loss and/or lacking, caused to it in
consequence of a claim and/or contention and/or requirement, as
stated, including expenses and legal fees.
10. BREACH AND REMEDIES
10.1. In any of the events, specified hereunder, the Purchaser hereby
agrees, that the Company shall be entitled, in accordance with
its exclusive and absolute discretion, to require from the
Purchaser to pay the full amount of the Consideration and/or to
notify of the cancellation of this Agreement:
10.1.1. The Purchaser breached an obligation, the breach of
which is viewed as a fundamental breach of this
Agreement, particularly as the Purchaser fails to pay to
the Company any amount whatsoever upon the Determining
Date, so long as the Purchaser received a notice with
respect to the breach and the breach is not
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cured within seven business days from the date of the
notice, which was passed to the Purchaser with respect
to the breach.
10.1.2. Procedures of bankruptcy and/or liquidation and/or
receivership and/or execution and/or attachment were
applied against the Purchaser, prior to the payment to
the Company of the full Consideration in accordance with
this Agreement, and these procedures are not revoked
within 15 days from the time that the Purchaser or the
Company became aware of them, whichever is the earlier.
10.2. In order to remove any doubt, that stated above shall not
restrict the right of the Company to act pursuant to the
cancellation of this Agreement.
10.3. It is agreed between the parties, that Section 4, 5.3, 6, 7, 8
and 9 of this Agreement are fundamental Sections of this
Agreement. A failure to meet these conditions or any of them
over a period exceeding three days from the date by which the
Purchaser was supposed to fulfill them, or any of them, shall
entitle the Company to an agreed in advance fixed compensation
of NIS 500,000, together with differences of linkage to the
index, that being in addition to any other relief to which the
Company is entitled in accordance with any Law. It is hereby
clarified, that in such an event, the Company shall be entitled,
but not obligated, to realize the original bank guarantee on the
account of the agreed upon
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compensation or any other compensation, which would be due to
the Company from the Purchaser.
10.4. It is hereby clarified that nothing in this Agreement shall be
interpreted, as if it may prejudice the rights of the Company in
accordance with the Contracts Law (Remedies for Breach of
Contract), 1971, its other rights in accordance with any Law,
including showing a higher damage, if any, in consequence of the
breach of the Agreement on the part of the Purchaser.
11. TAXES, PAYMENTS AND TRANSITORY PROVISIONS
11.1. The tax liability, which might apply to the Company in
connection with the sale of the assets, sold to the Purchaser
only, in accordance with the previsions of this Agreement, if
and to the extent that it would apply, shall be borne solely by
the Company.
11.2. All the payments and taxes, applying to the sold assets, if any,
with the exception of the tax liability, as stated in Section
11.1 above, prior to the Determining Date, shall apply to the
Purchaser and be borne by it, including expenses and payments of
any kind whatsoever, whether governmental or municipal, which
apply and/or would apply by Law to the transferring of the
possession and the full rights of the Company in the assets,
which are sold to the Purchaser.
11.3. The Purchaser is obligated to carry out all the required
actions, including actions opposite various authorities, the
signing of documents and the placing of any required deposit, if
any, pursuant
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to the transferring and endorsement of all the commitments of
the Company in favor of the Purchaser. The expenses incurred in
the making of these actions shall apply solely to the Purchaser.
11.4. The Purchaser shall be liable for the receipt of a permit, a
license, including a business license, a contractor license or
any other license, required or which would be required by any
authority whatsoever and/or by Law, pursuant to the management
of an enterprise. The expenses of the licensing and permits
shall apply solely to the Purchaser.
11.5. In the event that the Company paid any amount, the liability for
its payment, entirely or partially, applies to the Purchaser,
the Purchaser shall refund the amount, which was paid, within
five days from the receipt of a written requirement in this
respect, as the amount bears interest, according to the maximum
rate, accustomed with respect to current debitory accounts with
Bank Hapoalim Ltd.
12. WAIVER AND CHANGE OF STIPULATIONS IN THE AGREEMENT
12.1. Any change or amendment of the Agreement, including a supplement
to the Agreement or to any of its conditions shall be made in
writing and signed by both parties.
12.2. This Agreement expresses all the conditions, agreed upon between
the parties and/or it nullifies all Agreements, either verbally
or in writing, made by the parties prior to the signing of this
Agreement, which are not explicitly stated therein.
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12.3. No conduct on the part of the Company shall be viewed as a
waiver of any of its rights in accordance with the Agreement
and/or by any Law or as a consented waiver on its part with
respect to any breach or failure to fulfill any condition
whatsoever, unless such a waiver, consent, deferral, change,
cancellation or supplement were made explicitly and in writing.
13. THE EXECUTION OF THE AGREEMENT
Immediately following the signing of this Agreement, the parties are
obligated to cooperate and to sign any document, deed, application,
power of attorney, and any other document, required pursuant to the
execution of the provisions of this Agreement, in due time, and to
appear before any authority and/or person, as would be required for the
execution of this Agreement. Without prejudice to the generality of the
obligation stated above, the parties declare that they shall fulfill
the reporting duties to all the authorities, to the extent required in
consequence of the signing of this Agreement and its execution.
14. JURISDICTION
Claims pertaining to this Agreement and/or emerging therefrom shall be
filed with the Court having the material jurisdiction, located in Tel
Aviv, and the Court, as stated, shall have the local and exclusive
jurisdiction to hear claims, as stated.
15. STAMPING
The Purchaser shall bear the stamping expenses of this Agreement.
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16. ADDRESSES OF THE PARTIES AND NOTICES
The addresses of the parties are as indicated in the preamble to this
Agreement. Any notice passed by registered mail from one party to the
other, according to the aforementioned addresses, shall be viewed as if
reached its destination within three business days from the date of its
posting at a post office in Israel.
A notice transmitted via facsimile shall be viewed as a notice received
upon the first business day following its transmission.
IN WITNESS THEREOF, THE PARTIES HAVE SIGNED:
/s/ DAVID SHEETRIT /S/ DOV STRIKOVSKY
- -------------------------------------- ---------------------------------
David Sheetrit - Acting CEO Dov Strikovsky - Director
Marnetics Broadband Technologies Ltd. Idan Millenium Investments
and Assets Company Ltd.
/S/ ISAAC NISSIM
- --------------------------------------
Isaac Nissim
Marnetics Broadband Technologies Ltd.
-24-
APPENDIX C
THE OBLIGATIONS, WHICH ARE NOT PURCHASED
---------------------------------------------------------------------------------
DEBTS TO SUPPLIERS 3,327
---------------------------------------------------------------------------------
PAYABLE CHEQUES 3,618
---------------------------------------------------------------------------------
EMPLOYEES AND ENTITLED FOR FEE 510
------
---------------------------------------------------------------------------------
TOTAL 7,455
---------------------------------------------------------------------------------
APPENDIX D
EMPLOYEE INDEX
- ---------------------------------------------------------------------------------------------------------------
IDENTITY
EMPLOYEE NO. DEPARTMENT SURNAME FIRST NAME CERTIFICATE
NO.
- ---------------------------------------------------------------------------------------------------------------
1. 1 Strikovsky Dov 51276897
- ---------------------------------------------------------------------------------------------------------------
2. 1 Ganah Eli 053296893
- ---------------------------------------------------------------------------------------------------------------
3. 1 Barel Yaakov 77412534
- ---------------------------------------------------------------------------------------------------------------
4. 1 Levi Menachem 057196503
- ---------------------------------------------------------------------------------------------------------------
5. 1 Hag Yichieh Haled 5817311
- ---------------------------------------------------------------------------------------------------------------
6. 1 Mory Shlomo 54902119
- ---------------------------------------------------------------------------------------------------------------
7. 1 Biton Nisim 22985592
- ---------------------------------------------------------------------------------------------------------------
8. 1 Hag Yichieh Said 58174855
- ---------------------------------------------------------------------------------------------------------------
9. 1 Cohen Daniel 12042958
- ---------------------------------------------------------------------------------------------------------------
10. 2 Navon Sima 000301630
- ---------------------------------------------------------------------------------------------------------------
11. 2 Hag Yichieh Omar 57551863
- ---------------------------------------------------------------------------------------------------------------
12. 1 Dadon David 056714520
- ---------------------------------------------------------------------------------------------------------------
13. 1 Biton Yigal 025272600
- ---------------------------------------------------------------------------------------------------------------
14. 1 Amar Eliyahu 058869421
- ---------------------------------------------------------------------------------------------------------------
15. 1 Goutin Igor 309231652
- ---------------------------------------------------------------------------------------------------------------
16. 1 Nachmias Gilbert 065382640
- ---------------------------------------------------------------------------------------------------------------
17. 1 Gurevich Viadi Saleb 311722672
- ---------------------------------------------------------------------------------------------------------------
18. 1 Hag Yichieh Jaafar 58933631
- ---------------------------------------------------------------------------------------------------------------
19. 1 Ben - Shalom Michael 054956875
- ---------------------------------------------------------------------------------------------------------------
20. 1 Levi Ezra 50820067
- ---------------------------------------------------------------------------------------------------------------
21. 1 Atira Yechiel 42412403
- ---------------------------------------------------------------------------------------------------------------
22. 1 Yahav Adiv 029424504
- ---------------------------------------------------------------------------------------------------------------
23. 1 Fedida Abraham 057997934
- ---------------------------------------------------------------------------------------------------------------
24. 1 Strikovsky Asaf 37536950
- ---------------------------------------------------------------------------------------------------------------
25. 1 Hag Yichieh Husam Taleb 026307314
- ---------------------------------------------------------------------------------------------------------------
26. 1 Fogel Yaakov 032019390
- ---------------------------------------------------------------------------------------------------------------
27. 1 Hag Yichieh Viam 026306878
- ---------------------------------------------------------------------------------------------------------------
28. 1 Lantzer Vladimir 319337937
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
IDENTITY
EMPLOYEE NO. DEPARTMENT SURNAME FIRST NAME CERTIFICATE
NO.
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
29. 1 Amir Albert 67824623
- ---------------------------------------------------------------------------------------------------------------
30. 1 Mashali Reuven 069671006
- ---------------------------------------------------------------------------------------------------------------
31. 1 Mogilevsky Vladimir 306006297
- ---------------------------------------------------------------------------------------------------------------
32. 1 Hag Yichieh Raami 025898297
- ---------------------------------------------------------------------------------------------------------------
33. 1 Baashef Ibrahim 042350124
- ---------------------------------------------------------------------------------------------------------------
34. 1 Greber Abraham 030015168
- ---------------------------------------------------------------------------------------------------------------
35. 2 Shealtiel Ayala 023094410
- ---------------------------------------------------------------------------------------------------------------
36. 1 Hag Yichieh Yossef 023434855
- ---------------------------------------------------------------------------------------------------------------
37. 1 Niv Amalia 055986616
- ---------------------------------------------------------------------------------------------------------------
38. 1 Nashef Hamed 066095373
- ---------------------------------------------------------------------------------------------------------------
39. 1 Shabtay Avi 031822067
- ---------------------------------------------------------------------------------------------------------------
40. 1 Hag Yichieh Ahmad 029807799
- ---------------------------------------------------------------------------------------------------------------
41. 1 Azem Shadi 0299408014
- ---------------------------------------------------------------------------------------------------------------
42. 1 Gabar Garir 023214141
- ---------------------------------------------------------------------------------------------------------------
1 Mesarawa Muhamad 039287230
- ---------------------------------------------------------------------------------------------------------------
-2-
APPENDIX F
LETTER TO THE EMPLOYEE
To:
_______________________________ Date: __________
Here
Dear Sir / Madam,
Re: YOUR TRANSFERRING TO IDAN MILLENIUM INVESTMENTS AND ASSETS COMPANY LTD.
1. We hereby notify you that within the framework of the sale of the
electrical operations from Marnetics Broadband Technologies Ltd.
(hereinafter: "Marnetics") to Idan Millenium Investments and Assets
Company Ltd. (hereinafter: "Idan"), you are hereby transferred to work
with Idan, as from ________.
2. Upon your transfer, in order to serve as an employee with Idan, the
labor relationship between you and Marnetics shall actually be
terminated, and your new employer shall be Idan.
3. We would to clarify that the continuous of your rights, similarly to
all your work conditions, as they were shortly before the transfer,
shall be fully maintained.
4. In order to remove any doubt, Idan shall be liable toward you with
respect to all the liabilities, emerging from your terms of employment,
as from the commencement date of your work with Marnetics.
5. We wish you success in your future.
------------------------------------ ------------------------------
Marnetics Broadband Technologies Ltd. Idan Millenium Investments
and Assets Company Ltd.
-2-