Exhibit 10.15
Quit rent has been
changed from RM 2,402
to Rm. 4,966-00 pursuant
to Section 101 of the
National Land Code
commencing form 1st
January 1994 (Penang)
P.U. No. 18 dated 28th
April 1994)
quit rent has been ENGLISH TRANSLATION
changed from RM992-00
to RM2, 483-00 pursuant (amended) (N.L.C. 20A)
to Section 101 of the
National Land Code National Land Code
commencing from 1st
January 1984 (Penang) Form 11A
P.U. No. 38 dated
22nd December 1983) (Section 177)
(Qualified Title Corresponding to Registry Title)
Q.T. Register : District of SOUTH WEST Q.T. (R) No. 19
State of PENANG
DOCUMENT OF QUALIFIED TITLE
CATEGORY OF LANDUSE: /INDUSTRY
*Mukim 12
L.O. No. PDBP.609/41/72
*Lease for a term of sixty (60) years Provisional Area 1.14 acres-49659 sq.
ft.
Expiring on 21st May 2033 Annual Rent $992-00
(PTG/PM/BD/26(2))
SPECIAL CONDITIONS OF QUALIFIED TITLE
1. This title is subject to the provisions of the National Land Code and to
the all the express conditions and restrictions:
(a) that is, the alienation herein is Delete (a), (b)
approved subject to the aforesaid, (c) as appropriate
see the letter numbered PTG/PM/BD/26(2)
(c) enclosure herein
2. In the plan of the land below, the To be used for the
boundaries shown in red, not having been purpose of
established by survey, are provisional only. amalgamation only
Sketch Plan The land described above is
held by the proprietor for the
time being named in the record
of proprietorship below.
Registered this 22nd May 1973
Seal of the Registrar
of Land Titles, Penang
..........
Registrar
National Land Code
commencing from 1st
January 1994
(Penang) P.U. No. 18
dated 28th April 1994)
quit rent has been ENGLISH TRANSLATION
changed from RM992-00
to RM2, 483-00 (N.L.C. 20A)
pursuant to Section National Land Code
101 of the National
Land Code commencing Form 11A
from 1st January
1984 (Penang) P.U.
No. 38 dated 22nd
December 1983)
(Section 177)
(Qualified Title Corresponding to Registry Title)
Q.T. Register: District of SOUTH WEST Q.T. (R) No. 19
State of PENANG
DOCUMENT OF QUALIFIED TITLE
CATEGORY OF LANDUSE: /INDUSTRY
*Mukim 12
L.O. No. PDBP.609/41/72
*Lease for a term of sixty (60) years Provisional Area 1.14 acres-49659 sq.
ft.
Expiring on 21st May 2033 Annual Rent $992-00
(PTG/PM/BD/26(2))
SPECIAL CONDITIONS OF QUALIFIED TITLE
1. This title is subject to the provisions of the National Land Code and to
the all the express conditions and restrictions:
(a) that is, the alienation Delete (a), (b)
herein is approved subject to (c) as appropriate
the aforesaid, see the letter
numbered PTG/PM/BD/26(2)
(b) enclosure herein To be used for the purpose of
amalgamation only
2. In the plan of the land below, the boundaries shown in red, not having been
established by survey, are provisional only.
Sketch Plan The land described above is held by the
proprietor for the time being named in
the record of proprietorship below.
Registered this 22nd May 1973
Seal of the Registrar
of Land Titles, Penang
Registrar
Issue document of title issued this 22nd
May 1973
Seal of the Registrar
of Land Titles, Penang
.
Pendaftar
To be completed when the title is issued in continuation
Date of first alienation
No. of original title (final or qualified)
No. of immediately preceding title (if different from above)
RECORD OF PROPRIETORSHIP, OF DEALINGS
AND OF OTHER MATTERS AFFECTING TITLE
PENANG DEVELOPMENT CORPORATION
No longer in force
Seal of the Registrar
of Land Titles, Penang
Land Transfer Presentation No. 70/76
Volume No. 179 Folio No. 13
All/ share of the land belonging to
PENANG DEVELOPMENT CORPORATION
is transferred to :
Transferee Share
NS Electronics Sdn. Bhd. ALL
Registered on 6th January
1976 at 2.44 a.m./p.m.
Seal of the Registrar
of land Titles, Penang
Payment of RM60-00 for
certified copy had
been paid vide Receipt
no. 1021 dated 17/1/97
Certified Copy
Legal Seal
RECORD OF PROPRIETORSHIP, OF DEALINGS
AND OF OTHER MATTERS AFFECTING TITLE
ENCLOSURE "A"
Express Conditions :
(i) The proprietor shall within two years from the date of alienation or
within such further term as may be approved by the State Authority
erect a factory building or buildings on the land hereby alienated in
accordance with the plan approved by the local authority and shall
maintain the building or buildings so erected to the satisfaction of
the Collector of Land Revenue, Balik Pulau.
(ii) The proprietor shall treat, dispose of, or caused to be treated and
disposed of trade effluents in a manner to the satisfaction of the
Collector of Land Revenue, Balik Pulau.
(iii) The proprietor shall pay and discharge all taxes, rates, assessments
and charges whatsoever which may be payable for the time being in
respect of the land hereby alienated or any part thereof, levied by
the Rural District Council, Penang Island, or any other authority.
(iv) The proprietor shall ensure that 25% of the employees engaged in the
business for which the land is hereby alienated shall be Malays.
Restrictions in Interest
(i) The land hereby alienated shall not be transferred, charged, leased,
subleased or otherwise in any manner dealt with or disposed of without
the written sanction of the State Authority.
Quit rent has been changed from RM 2,402
to Rm. 4,966-00 pursuant to Section 101
of the National Land Code commencing
form 1st January 1994 (Penang) P.U. No.
18 dated 28th April 1994)
quit rent has been changed ENGLISH TRANSLATION
from RM992-00 to RM2,
483-00 pursuant to National Land Code (N.L.C. 20A)
Section 101 of the National
Land Code commencing from Form 11A
1st January 1984 (Penang)
P.U. No. 38 dated
22nd December 1983)
(Section 177)
(Qualified Title Corresponding to Registry Title)
Q.T. Register: District of SOUTH WEST Q.T. (R) No. 44
State of PENANG
DOCUMENT OF QUALIFIED TITLE
CATEGORY OF LANDUSE: INDUSTRY
*Town/Mukim 12
*Grant in perpetuity L.O. No. PDBP.609/41/72
*Lease for a term of sixty (60) years Provisional Area approximately 5 acres
Expiring on 7th May 2036 Annual Rent $4,350-00 (PTG/PM/BD/53(52)
PTBP/PM/3/74)
SPECIAL CONDITIONS OF QUALIFIED TITLE
1. This title is subject to the provisions of the National Land Code and to
the all the express conditions and restrictions:
EXPRESS CONDITIONS
(i) The Proprietor shall within two years from the date of alienation or
within such further term as may be approved by the State Authority
erect a factory building or buildings on the land hereby alienated in
accordance with the plan approved by the local authority and shall
maintain the building or buildings so erected to the satisfaction of
the State Authority.
(ii) The Proprietor shall treat, dispose of, or caused to be treated and
disposed of trade effluents in a manner to the satisfaction of the
State Authority.
(iii) The Proprietor shall pay and discharge all taxes, rates, assessments
and charges whatsoever which may be payable for the time being in
respect of the land hereby alienated or any part thereof, levied by
the Rural District Council, Penang.
(iv) The Proprietor shall ensure that 30% of the employees engaged in the
business for which the land is hereby alienated shall be Malays.
RESTRICTIONS IN INTEREST
(i) The land hereby alienated shall not be transferred, charged, leased,
subleased or otherwise in any manner dealt with or disposed of without
the written sanction of the State Authority.
The land hereby alienated shall not be subdivided.
To be used 2. In the plan of the land below, the boundaries shown in red, not
having for the been established by survey, are provisional only.
purpose of
amalgamation only
Sketch Plan
The land described above is held Issue document of title issued this
by the proprietor for the time being 8th March 1976
named in the record of proprietorship
below.
Registered this 8th March 1976
Seal of the Registrar Seal of the Registrar
of Land titles, Penang of Land Titles, Penang
Illegible Illegible
Registrar Registrar
To be completed when the title is issued in continuation
RECORD OF PROPRIETORSHIP, OF DEALINGS
AND OF OTHER MATTERS AFFECTING TITLE
A/share of land is leased
by National Semiconductor
Sdn. Bhd. To Tenaga Nasional
Berhad for 30 years commence-
ing on 5th January 199 to
4th January 2023
Registered on 16th August
1994 at 2:45p.m.
Seal of the Registrar
of Land Titles, Penang
Land Transfer Presentation No. 11688/79
Volume No. 290 Folio No. 38
All/ share of the land belonging to
MALAYSIAN INDUSTRIAL ESTATES SENDIRAN BERHAD is transferred to :
Transferee Share
N.S. ELECTRONIC SD. BHD. ALL
Registered on 21st September
1979 at 10.42 a.m./
Seal of the Registrar
of Land Titles, Penang
Change of Name Volume 84 Folio 118
name N.S. Electronics Sdn. Bhd. Is
changed to as follows:
National Semiconductor Sdn. Bhd.
Registered on 16th August 1994 at
2.45/p.m.
Seal of the Registrar
of Land Titles, Penang
Quit rent has been changed ENGLISH TRANSLATION
from RM. . . to RM22,515-00
pursuant to Section 101 of ISSUE DOCUMENT
the National Land Code OF TITLE
commencing form 1st (N.L.C. 20A-Pin. 2/76)
January 1994 (Penang) National Land Code
P.U. No. 18 dated 28th
April 1994) Form 11A
Section 177)
(Qualified Title Corresponding to Registry Title)
Q.T. Register : District of SOUTH WEST Q.T. (R) No. 3400-Mk 12
State of PENANG
DOCUMENT OF QUALIFIED TITLE
CATEGORY OF LANDUSE: INDUSTRY
*Town/Village//Mukim 12
*Grant in Perpetuity L.O. No. 215
*Lease for a term of sixty (60) years Provisional Area 5.16864 acres.
Expiring on 17th November 2042 Annual Rent $1,497-50 $4,567-50
PTG/PM/BD/62/A(4) PTBP/A/17/81
SPECIAL CONDITIONS OF QUALIFIED TITLE
1. This title is subject to the provisions of the National Land Code and to the
following express conditions and restrictions :
EXPRESS CONDITIONS
(i) The subsequent proprietor registered after the Penang Development
Corporation shall within two years from the date of alienation or within
such further term as may be approved by the State Authority erect a
factory building or buildings on the land hereby alienated in accordance
with the plan approved by the local authority and shall maintain the
building or buildings so erected to the satisfaction of the State
Authority.
(ii) The subsequent proprietor registered after the Penang Development
Corporation shall treat, dispose of, or caused to be treated and disposed
of trade effluents in a manner to the satisfaction of the State Authority.
(iii) The subsequent proprietor registered after the Penang Development
Corporation shall pay and discharge all taxes, rates, assessments and
charges whatsoever which may be payable for the time being in respect of
the land hereby alienated or any part thereof, levied by the Penang
Municipal Council.
(iv) The subsequent proprietor registered after the Penang Development
Corporation shall ensure that 30% of the employees engaged in the
business for which the land is hereby alienated shall be Mmalays.
Payment of RM60-00 for certified copy had been paid vide Receipt no. 1021
dated 17/7/97 Certified copy
RESTRICTIONS IN INTEREST
(i) The land hereby alienated shall not be transferred, charged, leased,
subleased or otherwise in any manner dealt with or disposed of without
the subleased or otherwise in any manner dealt with or disposed of
without the written sanction of the State Authority.
(ii) The land hereby alienated shall not be subdivided.
2. In the Plan of the land below, the boundaries shown in red, not having been
established by survey, are provisional only.
Sketch Plan
The land described above is held Issue document of title issued
by the proprietor for the time being this 18th November 1982
named in the record of proprietorship
below.
Registered on 18th November 1982
Seal of the Registrar Seal of the Registrar
of Land Titles, Penang of Land Titles, Penang
Illegible Illegible
......... .......
Registrar Registrar
To be completed when the title is issued in continuation
Date of first alienation -
No. of original title (final or qualified) -
No. of immediately preceding title (if different from above)
RECORD OF PROPRIETORSHIP, OF DEALINGS
AND OF OTHER MATTERS AFFECTING TITLE
No longer in force
Seal of the Registrar
of Land Titles, Penang
Transfer of Land Presentation No. 6679/83
Volume No. 417 Folio No. 198
All/ share of the land belonging to
PENANG DEVELOPMENT CORPORATION
is transferred to :
Transferee Share
- ---------- -----
NATIONAL SEMICONDUCTOR
SENDIRIAN BERHAD ALL
Registered on 9th June 1983
at 10.43 a.m.
Seal of the Registrar
of Land Titles, Penang
DATED THIS DAY OF 1997
BETWEEN
NATIONAL SEMICONDUCTOR SDN BHD
(the "Vendor")
AND
FAIRCHILD SEMICONDUCTOR (MALASIA) SADN BHD
(the "Purchase")
SALE AND PURCHASE AGREEMENT
CONTENTS
NO DESCRIPTION PAGE
- -- ----------- ----
1. AGREEMENT SALE.................................................. 2
2. AGREEMENT UNCONDITIONAL......................................... 2
3. PAYMENT OF TOTAL PURCHASE....................................... 2
4. CLOSING DATE.................................................... 2
5. THE PURCHASER'S SOLICITORW OBLIGATION IN RESPECT
OF THE RETENTION SUM.......................................... 3
6. RETENTION SUM................................................... 3
7. COMPLIANCE WITH THE REAL PROPERTY GAIN TAX ACT 1976............. 4
8. EXECUTION OF TRANSFER........................................... 4
9. TENANCY......................................................... 4
10. APPORTIONMENT OF QUIT RENT AND ASSESSMENTS...................... 4
11. COVENANTS, WARRANTIES AND UNDERTAKINGS OF THE VENDOR............ 5
12. INDEMNITY....................................................... 6
13. ACQUISITION..................................................... 6
14. CAVEAT.......................................................... 6
15. TIME............................................................ 6
16. COSTS........................................................... 7
17. NOTICE.......................................................... 7
18. SUCCESSORS, ETC. BOUND.......................................... 7
19. GOVERNING LAW................................................... 7
20. MASTER ASSET PURCHASE AGREEMENT................................. 7
EXECUTION....................................................... 8
THIS AGREEMENT is made this day of 1997
BETWEEN
NATIONAL SEMICONDUCTOR SDN BHD a private limited company incorporated in
Malaysia having its registered address at Bayan Lepas Free Industrial Zone,
11900 Bayan Lepas, Penang, Malaysia (the "Vendor")
AND
FAIRCHILD SEMICONDUCTOR (MALAYSIA) SDN BHD a private limited company
incorporated in Malaysia and having its registered office at No. 16-2B, Second
Floor, Jalan 1/76D, Desa Panda, 55100 Kuala Lumpur (the "Purchaser") of the
other part.
WHEREAS:
(A) The Vendor is the registered proprietor of all that piece of land held
under H.S.(D) 3400 Mk12 PT 215, Mukim 12 Daerah Barat Daya, Penang,
measuring approximately an area of 5.16864 acres (hereinafter referred to
as the "Said Property").
(B) The document of title to the Said Property is endorsed with express
conditions and/or restrictions-in-interest
(C) The Vendor has agreed to sell and the Purchaser has agreed to purchase the
Said Property subject to the conditions of title express or implied
affecting the same but otherwise free from all encumbrances and with an
existing tenancy on one storey of a two storey building situated on the
Said Property with Dynacraft Industries Sdn Bhd pursuant to a tenancy
agreement dated 20 January 1996 (the "Tenancy") at the total purchase
price of price of Ringgit Thirty Three Million Five Hundred Thousand only
(RM33,500,000) (hereinafter referred to as the "Total Purchase Price")
subject to the terms and conditions hereinafter appearing.
NOW IT IS HEREBY AGREED as follows:
1. AGREEMENT FOR SALE
Subject to the provisions of this Agreement, the Vendor shall sell and
the Purchaser shall purchase the Said Property subject to the conditions
of title express or implied affecting the same but otherwise free from
all encumbrances and with vacant possession at the Total Purchase Price
and upon the terms and subject to the conditions herein contained.
2. AGREEMENT UNCONDITIONAL
The Agreement shall be unconditional.
3. PAYMENT OF TOTAL PURCHASE PRICE
3.1 The Total Purchase Price shall be paid by the Purchaser to the Vendor on
11 March 1997 (the "Closing Date").
3.2 All moneys paid to the Vendor pursuant to this Agreement are paid on the
condition that they shall become repayable to the Purchaser if the
Transfer (as hereinafter defined) cannot be registered for any reason
whatsoever due to the Purchaser's default.
In such event, the Vendor hereby agrees to refund all the said moneys
upon the expiry of seven (7) days from the date of receipt by the Vendor
of a notice from the Purchaser requesting for such refund, failing which
the Vendor shall in addition pay to the Purchaser interest thereon at the
rate often per centum (10%) per annum, calculated from the day next after
the expiry of the said seven (7) days to the date of receipt by the
Purchaser of such payment based on a three hundred and sixty-five (365)
day year on the actual number of days elapse, such interest to be payable
together with the said moneys.
4. CLOSING DATE
4.1 Upon payment buy the Purchaser of the Total Purchase Price on or before
the expiry of the Closing Date, the Vendor shall deliver or cause to be
delivered to the Purchaser's Solicitors:
(a) the valid and registerable memorandum of transfer of the Said
Property from the Vendor in favour of the Purchaser (hereinafter
referred to as the "Transfer");
(b) all other relevant documents including the issue document of title
to the Said Property to effect the registration of the Purchaser as
the proprietor of the Said Property; and
(c) the latest receipts for payment of all quit rent and assessment
payable in respect of the Said Property.
5. THE PURCHASER'S SOLICITORS OBLIGATION IN RESPECT OF THE RETENTION SUM
Shearn Delamore, of 6 Floor Wisma Penang Gardeb, No. 42 Jalan Sultan
Ahmad Shab 10050, Penang (the "Purchaser's Solicitors") shall be paid by
the Vendor on the Closing Date, such sum (hereinafter referred to as the
"Retention Sum") as shall be required to be retained by Purchaser
pursuant to the provisions of the Real Property Gains Tax Act 1976 or
any amendment, re-enactment or re-certification htereof (hereinafter
referred to as the "Act").
6. RENTION SUM
The Retention Sum shall be deposited by the Purchaser's Solicitors with a
bank or other financial institution (hereinafter referred to as the
"Bank") and placed on fixed deposit in the name of the Purchaser's
Solicitors for period of one (1) month each. The Purchaser's Solicitors
shall, and the parties hereto hereby authorize them to do so, pay to the
Director-General of the Inland Revenue Board, Malaysia, out of the
Retention Sum and all interest earned thereon such sum as may be deemed
by requisition as defined in the Act served on the Purchaser or the
Vendor pursuant to the Act unless the Purchaser's Solicitors shall have
received a notice of clearance from the Director-General to the effect
that no real property gains tax is payable or that the said tax as
assessed by the Director-General has been paid, as the case may be, in
which event the Retention Sum shall be released forthwith to the Vendor
by the Purchaser's Solicitors together with all interest earned thereon
upon receipt of such notice of clearance from the Director-General.
PROVIDED FURTHER that if the sale and purchase hereunder of the Said
Property shall be rescinded in accordance with the provisions of this
Agreement, the Purchaser's Solicitors shall unless the Purchaser
otherwise direct immediately cause the Retention Sum together with all
interest earned thereon to be withdrawn from fixed deposit upon
withdrawal immediately pay the same (after deduction or any penalty
levied by the Bank for early withdrawal) to the Purchaser.
7. COMPLIANCE WITH THE REAL PROPERTY GAINS TAX ACT 1976
7.1 Each party hereto hereby covenants and undertakes with the other party
hereto:
(a) to duly submit such notifications and execute and do all documents
acts and things on each of their part to be executed and done under
the Act; and
(b) to indemnify and save harmless the other party hereto against all
liabilities penalties actions proceedings demands and costs
resulting from their respective default if any in complying with the
Act.
7.2 Without prejudice to the generality of the foregoing, the Vendor hereby
undertakes that it will bear and pay all taxes if any chargeable under
the Act on the disposal of the Said Property (if any) and keep the
Purchaser, their successors-in-title, assigns and persons deriving title
thereunder indemnified in respect thereof.
8. EXECUTION OF TRANSFER
The parties hereto shall simultaneously with the execution of this
Agreement, execute the Transfer and deliver the same to the Purchaser's
Solicitors to present the same to the Collector of Stamp Duty for
adjudication as to the stamp duty chargeable thereon.
9. TENANCY
The Said Property shall be sold subject to the Tenancy.
10. APPORTIONMENT OF QUIT RENT AND ASSESSMENTS
All quit rent and assessment charges payable in respect of the Said
Property shall be apportioned as at the Closing Date, as the case may be,
and any sum due by virtue of such apportionment shall be paid or allowed
as the case may be on the date of apportionment. PROVIDED ALWAYS that
the Vendor shall indemnify the Purchaser, their successors-in-title,
assigns and persons deriving title thereunder in respect of all penalties
fines and damages which may arise as a result of any late payments or
defaults in payment by the Vendor in respect of such quit rent and
assessment charges if such are incurred prior to the date of
apportionment.
11. COVENANTS, WARRANTIES AND UNDERTAKINGS OF THE VENDOR
11.1 Subject to Clause 9, as at the date hereof, the Vendor hereby covenants,
undertakes, warrants and represents to and with the Purchaser that:
(a) the Vendor has the power and authority to enter into this Agreement
and to do all acts and things on its part to be done and performed
pursuant hereto;
(b) the Said Property is free from all encumbrances and to the best of
this knowledge and belief no impediment exists which would impede,
prevent, affect or obstruct the registration of the Transfer of the
Said Property from the Vendor to the Purchaser;
(c) there are no rates, charges, taxes or other outgoings which are in
arrears and outstanding in respect of the Said Property;
(d) all express and implied conditions of title to the Said Property
have been complied with;
(e) there are no subsisting sale and purchase agreements in respect of
the Said Property or any part thereof between the Vendor and any
third party or parties;
(f) the Vendor shall not hereafter save with consent of the Purchaser
mortgage, charge, transfer, sell, convey or otherwise deal with the
Said Property so as to encumber, encroach upon or divest the
Purchaser of its rights, title and interest to the Said Property.
11.2 The Vendor further covenants, warrants and undertakes to and with the
Purchaser that all warranties and undertakings on his part herein
contained will be fulfilled down to and will be true and correct at
completion in all respects as if they had been entered into afresh at
completion.
11.3 Notwithstanding the completion of the sale and purchase hereunder, all
covenants, warranties, undertakings and obligations, given hereunder or
undertaken herein shall continue hereafter to subsist for so long as may
be necessary to give effect to each and every one of them in accordance
with the terms hereof.
12. INDEMNITY
The Vendor shall indemnify the Purchaser, its successors-in-title and
assigns against all losses, claims, damages and costs suffered or
otherwise incurred by the Purchaser arising out of or resulting from any
misrepresentation or breach of warranty or covenant of the Vendor as
herein set out and against all liability in respect of any taxes fees or
charges payable in respect of the Said Property prior to the Closing Date
under any Act of Parliament or any instrument rule or order made under
any Act of Parliament or any regulation bye-law or instrument of any
local authority or of any statutory or other appropriate body.
13. ACQUISITION
The Vendor hereby warrants and undertakes to the Purchase that as at the
date of execution of this Agreement there has not been any acquisition of
the Said Property or any part thereof and that the same is not subject to
any acquisition or intended acquisition by any governmental statutory
urban or municipal authority and that no advertisement in the Government
Gazette of such intention has been published pursuant to the Land
Acquisition Act 1960 or any amendment re-enactment or re-certification
hereof.
14. CAVEAT
The Purchaser shall be entitled at any time after the execution of this
Agreement at its own cost and expense to lodge with the appropriate
authorities a private caveat against any dealing with the Said Property
until the registration of the Transfer in favour of the Purchaser.
PROVIDED THAT in the event this Agreement is terminated pursuant to the
provisions hereof, the Purchaser shall at its own cost and expense
withdraw the aforesaid private caveat PROVIDED FURTHER THAT for the
purpose of effecting the registration of the Transfer the Purchaser shall
at its own cost and expense withdraw the aforesaid private caveat.
15. TIME
Time is of the essence of this Agreement.
16. COSTS
Each party shall bear its own solicitor's costs in respect of the sale
and purchase hereunder. The parties shall bear in equal proportion the
expenses of all stamp and registration fees together with such other
disbursements of and incidental to the registration of the Transfer of
the Said Property.
17. NOTICE
Any notice or request with reference to this Agreement shall be in
writing and shall be deemed to have been sufficiently served or given for
all purposes herein on the respective parties hereto if left by hand, or
sent by facsimile, telex, telegram or prepaid registered post to the
party to whom it is addressed at the address above stated or to such
address as the addressee party may notify to the other in writing or to
their respective solicitors or agents duly authorised and shall in the
case of a notice or request sent by facsimile be deemed to have been
served on the day of the transmission of such notice or communication
provided such day is a business day and if it is not, such notice or
communication shall be deemed to be served on the next succeeding
business day and
confirmation of transmission is received or registered and a confirmation
of the facsimile is sent by prepaid registered post. Any notice or
communication sent by telex, telegram or prepaid registered post shall be
deemed to have been given a the time when it ought in the ordinary course
of transmission or post have been received.
18. SUCCESSORS, ETC. BOUND
This Agreement shall be binding upon the respective heirs, personal
representatives, successors-in-title and permitted assigns of the parties
hereto.
19. GOVERNING LAW
The validity, interpretation and performance of this Agreement shall be
interpreted in accordance with the laws of Malaysia.
20. MASTER ASSET PURCHASE AGREEMENT
This Agreement is entered into to fulfill the terms of the Asset Purchase
Agreement between National Semiconductor Corporation and Fairchild
Semiconductor Corporation dated the same date hereof (the "Master Asset
Purchase Agreement"). If there shall be any inconsistency between the
provisions of this Agreement and the Master Asset Purchase Agreement, the
provisions of the Master Asset Purchase Agreement shall prevail.
IN WITNESS WHEREOF the parties hereto have hereunto set their hands hereunder.
The Vendor
Signed by )
for and on behalf of )
in the presence of )
The Purchaser
Signed by )
for and on behalf of )
in the presence of )
DATED THIS DAY OF 1997
BETWEEN
NATIONAL SEMICONDUCTOR SDN BHD
(the "Vendor")
AND
FAIRCHILD SEMICONDUCTOR (MALAYSIA) SDN BHD
(the "Purchaser")
SALE AND PURCHASE AGREEMENT
CONTENTS
NO DESCRIPTION PAGE
- --- ------------ ----
1. AGREEMENT FOR SALE 2
2. AGREEMENT UNCONDITIONAL 2
3. PAYMENT OF TOTAL PURCHASE 2
4. CLOSING DATE 2
5. THE PURCHASER'S SOLICITORS OBLIGATION IN RESPECT
OF THE RETENTION SUM 3
6. RETENTION SUM 3
7. COMPLIANCE WITH THE REAL PROPERTY GAIN TAX ACT 1976 4
8. EXECUTION OF TRANSFER 4
9. TENANCY 4
10. APPORTIONMENT OF QUIT RENT AND ASSESSMENTS 4
11. COVENANTS, WARRANTIES AND UNDERTAKINGS OF THE VENDOR 5
12. INDEMNITY 6
13. ACQUISITION 6
14. CAVEAT 6
15. TIME 6
16. COSTS 7
17. NOTICE 7
18. SUCCESSORS, ETC. BOUND 7
19. GOVERNING LAW 7
20. MASTER ASSET PURCHASE AGREEMENT 7
EXECUTION 7
THIS AGREEMENT is made this day of 1997.
BETWEEN
NATIONAL SEMICONDUCTOR SDN BHD a private limited company incorporated in
Malaysia having its registered address at Bayan Lepas Free Industrial
Zone, 11900 Bayan Lepas, Penang, Malaysia (the "Vendor").
AND
FAIRCHILD SEMICONDUCTOR (MALAYSIA) SDN BHD a private limited company
incorporated in Malaysia and having its registered office at No. 16-2B,
Second Floor, Jalan 1/76D, Desa Pandan, 55100 Kuala Lumpur (the
"Purchaser") of the other part.
WHEREAS:
(A) The Vendor is the registered proprietor of all that piece of land held under
H.S. (D) 19 No. PT PDBP, 609/41/72, Mukim 12 Daerah Barat Daya, Penang,
measuring approximately an area of 1.14 acres (hereinafter referred to as
the "Said Property").
(B) The document of title to the Said Property is endorsed with express
conditions and/or restrictions-in-interest.
(C) The Vendor has agreed to sell and the Purchaser has agreed to purchase the
Said Property subject to the conditions of title express or implied
affecting the same but otherwise free from all encumbrances and with vacant
possession at the total purchase price of Ringgit Three Million Five
Hundred and Fifty Thousand only (RM3,550,000) (hereinafter referred to as
the "Total Purchase Price") subject to the terms and conditions
hereinafter appearing.
NOW IT IS HEREBY AGREED as follows:-
1. AGREEMENT FOR SALE
Subject to the provisions of this Agreement, the Vendor shall sell and
the Purchaser shall purchase the Said Property subject to the
conditions of title express or implied affecting the same but
otherwise free from all encumbrances and with vacant possession at
the Total Purchase Price and upon the terms and subject to the
conditions herein contained.
2. AGREEMENT UNCONDITIONAL
This Agreement shall be unconditional.
3. PAYMENT OF TOTAL PURCHASE PRICE
3.1 The Total Purchase Price shall be paid by the Purchaser to the Vendor
on 11 March 1997 (the "Closing Date").
3.2 All moneys paid to the Vendor pursuant to this Agreement are paid on
the condition that they shall become repayable to the Purchaser if the
Transfer (as hereinafter defined) cannot be registered for any reason
whatsoever not due to the Purchaser's default.
In such event, the Vendor hereby agrees to refund all the said
moneys upon the expiry of seven (7) days from the date of receipt by
the Vendor of a notice from the Purchaser requesting for such refund,
failing which the Vendor shall in addition pay to the Purchaser
interest thereon at the rate often per centum (10%) per annum,
calculated from the day next after the expiry of the said seven (7)
days to the date of receipt by the Purchaser of such payment based on
a three hundred and sixty-five (365) day year on the actual number of
days elapsed, such interest to be payable together with the said
moneys.
4. CLOSING DATE
4.1 Upon payment by the Purchaser of the Total Purchaser Price
on or before the expiry of the Closing Date, the Vendor shall deliver
or cause to be delivered to the Purchaser's Solicitors:-
(a) the valid and registerable memorandum of transfer of the Said
Property from the Vendor in favour of the Purchaser (hereinafter
referred to as the "Transfer");
(b) all other relevant documents including the issue document of
title to the Said Property to effect the registration of the
Purchaser as the proprietor of the Said Property; and
(c) the latest receipts for payments of all quit rent and assessment
payable in respect of the Said Property.
5. THE PURCHASER'S SOLICITORS OBLIGATION IN RESPECT OF THE RENTENTION SUM
Shearn Delamore, of 6 Floor Wisma Penang Garden, No. 42 Jalan
Sultan Ahmad Shah 10050, Penang (the "Purchaser's Solicitors")
shall be paid by the Vendor on the Closing Date, such sum
(hereinafter referred to as the "Retention Sum") as shall be
required to be retained by the Purchaser pursuant to the provisions
of the Real Property Gains Tax Act 1976 or any amendment,
re-enactment or re-certification thereof (hereinafter referred to
as the "Act").
6. RETENTION SUM
6.1. The Retention Sum shall be deposited by the Purchaser's Solicitors
with a bank or other financial institution (hereinafter referred to
as the "Bank") and placed on fixed deposit in the name of the
Purchaser's Solicitors for periods of one (1) month each. The
Purchaser's Solicitors shall, ad the parties hereto hereby authorise
them to do so, pay to the Director-General of the Inland Revenue
Board, Malaysia, out of the Retention Sum and all interest earned
thereon such sum as may be demanded by requisition as defined in the
Act served on the Purchaser or the Vendor pursuant to the Act unless
the Purchaser's Solicitors shall have received a notice of clearance
from the Director-General to the effect that no real property gains
tax is payable or that the said tax as assessed by the
Director-General has been paid, as the case may be, in which event the
Retention Sum shall be released forthwith to the Vendor by the
Purchaser's Solicitors together with all interests earned thereon upon
receipt of such notice of clearance from the Director-General.
PROVIDED
FURTHER that if the sale and purchase hereunder of the Said
Property shall be rescinded in accordance with the provisions of
this Agreement, the Purchaser's Solicitors shall unless the
Purchaser otherwise direct immediately cause the Retention Sum
together with all interest earned thereon to be withdrawn from
fixed deposit and upon withdrawal immediately pay the same (after
deduction or any penalty levied by the Bank for early withdrawal)
to the Purchaser.
7. COMPLIANCE WITH THE REAL PROPERTY GAINS TAX ACT 1976
7.1 Each party hereto covenants and undertakes with the other party
hereto:-
(a) to duly submit such notifications and execute and do all
documents acts and things on each of their part to be executed
and done under the Act, and
(b) to indemnify and save harmless the other party hereto against all
liabilities penalties actions proceedings demands and costs
resulting from their respective default if any in complying with
the Act.
7.2 Without prejudice to the generality of the foregoing, the
Vendor hereby undertakes that it will bear and pay all taxes if any
chargeable under the Act on the disposal of the Said Property (if
any) and keep the Purchaser, their successors-in-title, assigns and
persons deriving title thereunder indemnified in respect thereof.
8. EXECUTION OF TRANSFER
The parties hereto shall simultaneously with the execution of this
Agreement, execute the Transfer and deliver the same to the
Purchaser's Solicitors to present the same to the Collector of
Stamp Duty for adjudication as to the stamp duty chargeable thereon.
9. VACANT POSSESSION
Vacant possession of the Said Property shall be delivered by the
Vendor to the Purchaser upon receipt of the Total Purchase Price by
the Purchaser's Solicitors in accordance with Clause 3 hereof.
10. APPORTIONMENT OF QUIT RENT AND ASSESSMENTS
All quit rent and assessment charges payable in respect of the Said
Property shall be apportioned as at the date of delivery of vacant
possession of the Said Property and any sums due by virtue of such
apportionment shall be paid or allowed as the case may be on the
date of apportionment. PROVIDED ALWAYS that the Vendor shall
indemnify the Purchaser, their successors-in-title, assigns and
persons deriving title thereunder in respect of all penalties fines
and damages which may arise as a result of any late payments or
defaults in payment by the Vendor in respect of such quit rent and
assessment charges if such are incurred prior to the date of
apportionment.
11. COVENANTS, WARRANTIES AND UNDERTAKINGS OF THE VENDOR
11.1 As at the date hereof, the Vendor hereby covenants, undertakes,
warrants and represents to and with the Purchase that:-
(a) the Vendor has the power and authority to enter into this
Agreement and to do all acts and things on its part to be done
and performed pursuant hereto;
(b) the Said Property is free from all encumbrances and
to the best of this knowledge and belief no impediment exists
which would impede, prevent, affect or obstruct the registration
of the Transfer of the Said Property from the Vendor to the
Purchaser.
(c) there are no rates, charges, taxes or other outgoings which are
in arrears and outstanding in respect of the Said Property.
(d) all express and implied conditions of title to the Said Property
have been complied with;
(e) there are no subsisting sale and purchase agreements in respect
of the Said Property or any part thereof between the Vendor and
any third party or parties;
(f) there are no other party or parties with any valid or legal claim
interest or benefit in the Said Property or any part thereof;
(g) the Vendor shall not hereafter save with the consent of the
Purchaser mortgage, charge, transfer, sell, convey or otherwise
deal with the Said Property so as to encumber, encroach upon or
divest the Purchaser of its rights, title and interest to the
Said Property.
11.2 The Vendor further covenants, warrants and undertakes to
and with Purchaser that all warranties and undertakings on his part
herein contained will be fulfilled down to and will be true and
correct at completion in all respects as if they had been entered
into afresh at completion.
11.3 Notwithstanding the completion of the sale and purchase
hereunder, all covenants, warranties, undertakings and obligations
given hereunder or undertaken herein shall continue hereafter to
subsist for so long as may be necessary to give effect to each and
every one of them in accordance with the terms hereof.
12. INDEMNITY
The Vendor shall indemnify the Purchaser, its successors-in-title
and assigns against all losses, claims, damages and costs suffered
or otherwise incurred by the Purchaser arising out of or resulting
from any misrepresentation or breach of warranty or covenant of the
Vendor as herein set out and against all liability in respect of
any taxes fees or charges payable in respect of the Said Property
prior to the date of delivery of vacant possession of the Said
Property referred to in Clause 9 hereof under any Act of Parliament
or any instrument rule or order made under any Act of Parliament or
any regulation bye-law or instrument of any local authority or of
any statutory or other appropriate body.
13. ACQUISITION
13.1 The Vendor hereby warrants and undertakes to the Purchase
that as at the date of execution of this Agreement there has not
been any acquisition of the Said Property or any part thereof and
that the same is not subject to any acquisition or intended
acquisition by any governmental statutory urban or municipal
authority and that no advertisement in the Government Gazette of
such intention has been published pursuant to the Land Acquisition
Act 1960 or any amendment re-enactment or re-certification hereof.
14. CAVEAT
The Purchaser shall be entitled at any time after the execution of
this Agreement at its own cost and expense to lodge with the
appropriate authorities a private caveat against any dealing with
the Said Property until the registration of the Transfer in favor
of the Purchaser. PROVIDED THAT in the event this Agreement is
terminated pursuant to the provisions hereof, the Purchaser shall
at its own cost and expense withdraw the aforesaid private caveat
PROVIDED FURTHER THAT for the purpose of effecting the registration
of the Transfer the Purchaser shall at its own cost and expense
withdraw the aforesaid private caveat.
15. TIME
Time is of the essence of this Agreement.
16. COSTS
Each party shall bear its own solicitor's costs in respect of the sale
and purchase hereunder. The parties shall bear in equal proportion,
the expenses of all stamp and registration fees together with such
other disbursements of and incidental to the registration of the
Transfer of the Said Property.
17. NOTICE
Any notice or request with reference to this Agreement shall be in
writing and shall be deemed to have been sufficiently served or
given for all purposes herein on the respective parties hereto if
left by hand or sent by facsimile, telex, telegram or prepaid
registered post to the party to whom it is addressed at the address
above stated or to such address as the addressee party may notify
to the other in writing or to their respective solicitors or agents
duly authorized and shall in the case of a notice or request sent
by facsimile be deemed to have been served on the day of the
transmission of such notice or communication provided such day is a
business day and if it is not, such notice or communication shall
be deemed to be served on the next succeeding business day and
conformation of transmission is received or registered and a
confirmation of the facsimile is sent by prepaid registered post.
Any notice or communication sent by telex, telegram or prepaid
registered post shall be deemed to have been given at the time when
it ought in the ordinary course of transmission or post to have
been received.
18. SUCCESSORS, ETC BOUND
This Agreement shall be binding upon the respective heirs, personal
representatives, successors-in-title and permitted assigns of the
parties hereto.
19. GOVERNING LAW
The validity, interpretation and performance of this Agreement shall
be interpreted in accordance with the laws of Malaysia.
20. MASTER ASSET PURCHASE AGREEMENT
This Agreement is entered into to fulfill the terms of the Asset
Purchase Agreement between National Semiconductor Corporation and
Fairchild Semiconductor Corporation dated the same date hereof (the
"Master Asset Purchase Agreement"). If there shall be any
inconsistency between the provisions of this Agreement and the
Master Asset Purchase Agreement, the provisions of the Master Asset
Purchase Agreement shall prevail.
IN WITNESS WHEREOF the parties hereto have hereunto set their hands hereunder.
The Vendor
Signed by )
for and on behalf of )
in the presence of )
The Purchaser
Signed by )
for and on behalf of )
in the presence of )
DATED THIS 11TH DAY OF MARCH, 1997
BETWEEN
NATIONAL SEMICONDUCTOR SDN BHD
(the "Vendor")
AND
FAIRCHILD SEMICONDUCTOR (MALAYSIA) SDN BHD
(the "Purchaser")
-------------------------------------------
SALE AND PURCHASE AGREEMENT
-------------------------------------------
CONTENTS
NO DESCRIPTION PAGE
- -- ----------- ----
1. AGREEMENT FOR SALE.......................................2
2. AGREEMENT UNCONDITIONAL..................................2
3. PAYMENT OF TOTAL PURCHASE................................2
4. CLOSING DATE.............................................2
5. THE PURCHASER'S SOLICITORW OBLIGATION IN RESPECT
OF THE RETENTION SUM.....................................3
6. RETENTION SUM............................................3
7. COMPLIANCE WITH THE REAL PROPERTY GAIN TAX ACT 1976......4
8. EXECUTION OF TRANSFER....................................4
9. TENANCY..................................................4
10. APPORTIONMENT OF QUIT RENT AND ASSESSMENTS...............4
11. COVENANTS, WARRANTIES AND UNDERTAKINGS OF THE VENDOR.....5
12. INDEMNITY................................................6
13. ACQUISITION..............................................6
14. CAVEAT...................................................6
15. TIME.....................................................6
16. COSTS....................................................7
17. NOTICE...................................................7
18. SUCCESSORS, ETC. BOUND...................................7
19. GOVERNING LAW............................................7
20. MASTER ASSET PURCHASE AGREEMENT..........................7
EXECUTION 8
THIS AGREEMENT is made this day of MARCH 11, 1997
BETWEEN
NATIONAL SEMICONDUCTOR SDN BHD a private limited company incorporated in
Malaysia having its registered address at Bayan Lepas Free Industrial Zone,
11900 Bayan Lepas, Penang, Malaysia (the "Vendor")
AND
FAIRCHILD SEMICONDUCTOR (MALAYSIA) SDN BHD a private limited company
incorporated in Malaysia and having its registered office at No. 16-2B,
Second Floor, Jalan 1/76D, Desa Pandan, 55100 Kuala Lumpur (the "Purchaser")
of the other part.
WHEREAS:-
(A) The Vendor is the registered proprietor of all that piece of land held
under H.S.(D) 44 PT 169, Mukim 12 Dacrah Barat Daya, Penang, measuring
approximately an area of 5 acres (hereinafter referred to as the "Said
Property").
(B) The document of title to the Said Property is endorsed with express
conditions and/or restrictions-in-interest.
(C) The Vendor has agreed to sell and the Purchaser has agreed to purchase
the Said Property subject to the conditions of title express or implied
affecting the same but otherwise free from all encumbrances and with
vacant possession at the total purchase price of Ringgit Twenty Two
Million Two Hundred Thousand (RM22,200,000) (hereinafter referred to as
the "Total Purchase Price") subject to the terms and conditions
hereinafter appearing.
NOW IT IS HEREBY AGREED as follows:
1. AGREEMENT FOR SALE
Subject to the provisions of this Agreement, the vendor shall sell and the
Purchaser shall purchase the Said Property subject to the conditions of
title express or implied affecting the same but otherwise free from all
encumbrances and with vacant possession at the Total Purchase Price and
upon the terms and subject to the conditions herein contained.
2. AGREEMENT UNCONDITIONAL
This Agreement shall be unconditional.
3. PAYMENT OF TOTAL PURCHASE PRICE
3.1 The Total Purchase Price shall be paid by the Purchaser to the Vendor on
11 March 1997 (the "Closing Date").
3.2 All moneys paid to the Vendor pursuant to this Agreement are paid on the
conditions that they shall become repayable to the Purchaser if the
Transfer (as hereinafter defined) cannot be registered for any reason
whatsoever not due to the Purchaser's default.
In such event, the Vendor hereby agrees to refund all the said moneys upon
the expiry of seven (7) days from the date of receipt by the Vendor of
a notice from the Purchaser requesting for such refund, failing which
the Vendor shall in addition pay to the Purchaser interest thereon at
the rate of often per centum (10%) per annum, calculated from the day
next after the expiry of the said seven (7) days to the date of receipt by
the Purchaser of such payment based on a three hundred and sixty-five
(365) day year on the actual number of days elapsed, such interest to be
payable together with the said moneys.
4. CLOSING DATE
4.1 Upon payment by the Purchaser of the Total Purchase Price on or before the
expiry of the Closing Date, the vendor shall deliver or cause to be
delivered to the Purchaser's Solicitors:
(a) the valid and registrable memorandum of transfer of the Said Property
from the Vendor in favour of the Purchaser (hereinafter referred to as the
"Transfer");
(b) all other relevant documents including the issue document of title to
the Said Property to effect the registration of the Purchaser as the
proprietor of the Said Property; and
(c) the latest receipts for payments of all quit rent and assessment payable in
respect of the Said Property.
5. THE PURCHASER'S SOLICITORS OBLIGATION IN RESPECT OF THE RETENTION SUM
Shearn Delamore, of 6 Floor Wisma Penang Garden, No. 42 Jalan Sultan Ahmad
Shah 10050, Penang (the "Purchaser's Solicitors:) shall be paid by the
Vendor on the Closing Date, such sum (hereinafter referred to as the
"Retention Sum") as shall be required to be retained by the Purchaser
pursuant to the provisions of the Real Property Gains Tax Act 1976 or
any amendment, re-enactment or re-certification thereof (hereinafter
referred to as the "Act").
6. RETENTION SUM
6.1 The Retention Sum shall be deposited by the Purchaser's Solicitors with a
bank or other financial institution (hereinafter referred to as the
"Bank") and placed on fixed deposit in the name of the Purchaser's
Solicitors for periods of one (1) month each. The Purchaser's Solicitors
shall, and the parties hereto hereby authorize them to do so, pay to
the Director-General of the Inland Revenue Board, Malaysia, out of the
retention Sum and all interest earned thereon such sum as may be demanded
by requisition as defined in the act served on the Purchaser or the
Vendor pursuant to the Act unless Purchaser's Solicitors shall have
received a notice of clearance from the Director-General to the
effect that no real property gains tax is payable or that the said tax as
assessed by the Director-General has been paid, as the case may be, in
which event the Retention Sum shall be released forthwith to the vendor
by the Purchaser's Solicitors together with all interest earned thereon
upon receipt of such notice of clearance from the director-general.
PROVIDED FURTHER that if the sale and purchase hereunder of the Said
Property shall be rescinded in accordance with the provisions of this
Agreement, the Purchaser's Solicitors shall
unless the Purchaser otherwise direct immediately cause the Retention Sum
together with the interest earned thereon to be withdrawn from fixed
deposit and upon withdrawal immediately pay the same (after deduction
or any penalty levied by the Bank for early withdrawal) to the Purchaser.
7. COMPLIANCE WITH THE REAL PROPERTY GAINS TAX ACT 1976
7.1 Each party hereto hereby covenants and undertakes with the other party
hereto:-
a) to duly submit such notifications and execute and do all documents
acts and things on each of their part to be executed and done under
the Act, and
(b) to indemnify and save harmless the other party hereto against all
liabilities penalties actions proceedings demands and costs resulting
from their respective default if any in complying with the Act.
7.2. Without prejudice to the generality of the foregoing, the Vendor
hereby undertakes that it will bear and pay all taxes if any
chargeable under the Act on the disposal of the said Property (if
any) and keep the Purchaser, their successors-in-title, assigns and
persons deriving title thereunder indemnified in respect thereof.
8. EXECUTION OF TRANSFER
The parties hereto shall simultaneously with the execution of this
Agreement, execute the Transfer and deliver the same to the Purchaser's
Solicitors to present the same to the collector of Stamp Duly for
adjudication as to the stamp duly chargeable thereon.
9. VACANT POSSESSION
Vacant possession of the Said Property shall be delivered by the Vendor to
the Purchaser upon receipt of the Total Purchase Price by the Purchaser's
Solicitors in accordance with Clause 3 hereof.
10. APPORTIONMENT OF QUIT RENT AND ASSESSMENTS
All quit rent and assessment charges payable in respect of the Said
Property shall be apportioned as at the date of delivery of vacant
possession of the Said Property and any sums due by virtue of such
apportionment shall be paid or allowed as the case may be on the date of
apportionment. PROVIDED ALWAYS that the Vendor shall indemnify the
Purchaser, their successors-in-title, assigns and persons deriving title
thereunder in respect of all penalties fines and damages which may arise
as a result of any late payments or defaults in payments by the Vendor
in respect of such quit rent and assessment charges if such are incurred
prior to the date of apportionment.
11. COVENANTS, WARRANTIES AND UNDERTAKINGS OF THE VENDOR
11.1 As at the date hereof, the Vendor hereby covenants, undertakes,
warrants and represents to and with the Purchaser that:
(a) the Vendor has the power and authority to enter into this Agreement
and to do all acts and things on its part to be done and performed
pursuant hereto;
(b) the Said Properly is free from all encumbrances and to the best of
this knowledge and belief no impediment exists which would impede,
prevent, affect or obstruct the registration of the Transfer of
the Said Property from the Vendor to the Purchaser;
(c) there are no rates, charges, taxes or other outgoings which are
in arrears and outstanding in respect of the Said Property;
(d) all express and implied conditions of title to the Said Property
have been complied with;
(e) there are no subsisting sale and purchase agreements in respect of
the Said Property or any part thereof between the Vendor and any
third party or parties;
(f) there are no other party or parties with any valid or legal claim
interest or benefit in the Said Property or any part thereof.
(g) the Vendor shall not hereafter save with the consent of the Purchaser
mortgage, charge, transfer, sell, convey or otherwise deal with the
Said Property so as to encumber, encroach upon or divest the
Purchaser of its rights, title and interest to the Said Property.
11.2. The Vendor further covenants, warrants and undertakes to and with the
Purchaser that all warranties and undertakings on his part herein
contained will be fulfilled down to and will be true and correct
at completion in all respects as if they had been entered into
afresh at completion.
11.3 Notwithstanding the completion of the sale and purchase hereunder,
all covenants warranties, undertakings and obligations given hereunder
or undertaken herein shall continue hereafter to subsist for so
long as may be necessary to give effect to each and every one of them
in accordance with the terms hereof.
12. INDEMNITY
The Vendor shall indemnify the Purchaser, its successors-in-title and
assigns against all losses, claims, damages and costs suffered or otherwise
incurred by Purchaser arising out of or resulting from any
misrepresentation or breach of warranty or covenant of the Vendor as herein
set out and against all liability in respect of any taxes fees or charges
payable in respect of the Said Property prior to the date of delivery of
vacant possession of the Said Property referred to in Clause 9 hereof
under any Act of Parliament or any instrument rule or order made under any
Act of Parliament or any regulation bye-law or instrument of any local
authority or of any statutory or other appropriate body.
13. ACQUISITION
13.1 The Vendor hereby warrants and undertakes to the Purchase that as at
the date of execution of this Agreement there has not been any
acquisition of the Said Property or any part thereof and that the
same is not subject to any acquisition or intended acquisition by any
government statutory urban or municipal authority and that no
advertisement in the Government Gazette of such intention has been
published pursuant to the Land Acquisition Act 1960 or any amendment
re-enactment or re-certification hereof.
14. CAVEAT
The Purchaser shall be entitled at any time after the execution of this
Agreement at its own cost and expense to lodge with the appropriate
authorities a private caveat against any dealing with the Said Property
until the registration of the Transfer in favor of the Purchaser. PROVIDED
THAT in the event this Agreement is terminated pursuant to the provisions
hereof, the Purchaser shall at its own cost and expense withdraw the
aforesaid private caveat PROVIDED FURTHER THAT for the purpose of
effecting the registration of the Transfer the Purchaser shall at its
own cost and expense withdraw the aforesaid private caveat.
15. TIME
Time is of the essence of this Agreement.
16. COSTS
Each party shall bear its own solicitor's costs in respect of the sale and
purchase hereunder. The parties shall bear in equal proportion, the
expenses of all stamp and registration fees together with such other
disbursements of and incidental to the registration of the Transfer of
the Said Property.
17. NOTICE
Any notice or request with reference to this Agreement shall be in writing
and shall be deemed to have been sufficiently served or given for all
purposes herein on the respective parties hereto if left by hand or sent
by facsimile, telex, telegram or prepaid registered post to the party to
whom it is addressed at the address above stated or to such address as the
addressee party may notify to the other in writing or to their
respective solicitors or agents duly authorized and shall in the case of
a notice or request sent by facsimile be deemed to have been served on
the day of the transmission of such notice or communication shall be deemed
to be served on the next succeeding business day and confirmation of
transmission is received or registered and a confirmation of the facsimile
is sent by prepaid registered post. Any notice or communication sent
by telex, telegram or prepaid registered post shall be deemed to have been
given at the time when it ought in the ordinary course of transmission or
post to have been received.
18. SUCCESSORS, ETC BOUND
This Agreement shall be binding upon the respective heirs, personal
representatives, successors-in-title and permitted assigns of the parties
hereto.
19. GOVERNING LAW
The validity, interpretation and performance of this Agreement shall be
interpreted in accordance with the laws of Malaysia.
20. MASTER ASSET PURCHASE AGREEMENT
This Agreement is entered into to fulfill the terms of the Asset purchase
Agreement between National Semiconductor Corporation and Fairchild
Semiconductor corporation dated the same date hereof (the "Master Asset
Purchase Agreement"). If there shall be any inconsistency between the
provisions of this Agreement and the Master Asset Purchase Agreement, the
provisions of the Master Asset Purchase Agreement shall prevail.
IN WITNESS WHEREOF the parties hereto have hereunto set their hands hereunder:
The Vendor
- ----------
Signed by )
for and on behalf of )
in the presence of )
The Purchaser
- -------------
Signed by )
for and on behalf of )
in the presence of )
DATED THIS 11th DAY OF MARCH 1997
BETWEEN
NATIONAL SEMICONDUCTOR SDN BHD
(the "Vendor")
AND
FAIRCHILD SEMICONDUCTOR (MALAYSIA) SDN BHD
(the "Purchaser")
--------------------------------------
SALE AND PURCHASE AGREEMENT
--------------------------------------
TABLE OF CONTENTS
1. AGREEMENT FOR SALE.......................................................38
2. AGREEMENT UNCONDITIONAL..................................................38
3. PAYMENT OF TOTAL PURCHASE PRICE..........................................38
4. CLOSING DATE.............................................................39
5. THE PURCHASER'S SOLICITORS OBLIGATION IN RESPECT OF THE RETENTION SUM....39
6. RETENTION SUM............................................................39
7. COMPLIANCE WITH THE REAL PROPERTY GAINS TAX 1976.........................40
8. EXECUTION OF TRANSFER....................................................40
9. VACANT POSSESSION........................................................40
10. APPOINTMENT OF QUIT RENT AND ASSESSMENTS.................................41
11. COVENANTS WARRANTIES AND UNDERTAKING OF THE VENDOR.......................41
12. INDEMNIFY................................................................42
13. ACQUISITION..............................................................42
14. CAVEAT...................................................................42
15. TIME.....................................................................42
16. COSTS....................................................................43
17. NOTICE...................................................................43
18. SUCCESSOR ETC BOUND......................................................43
19. GOVERNING LAW............................................................43
20. MASTER ASSET PURCHASE AGREEMENT..........................................43
THIS AGREEMENT is made this day of March 11, 1997
BETWEEN
NATIONAL SEMICONDUCTOR SDN BHD a private limited company incorporated in
Malaysia having its registered address at Bayan Lepas Free Industrial Zone,
11900 Bayan Lepas, Penang, Malaysia (the "Vendor")
AND
FAIRCHILD SEMICONDUCTOR (MALAYSIA) SDN BHD a private limited company
incorporated in Malaysia and having its registered office at No. 16-2B, Second
Floor, Jalan 1/76D, Desa Pandan, 55100 Kuala Lumpur (the "Purchaser") of the
other part.
WHEREAS-
(A) The Vendor is the registered proprietor of all that piece of land held
under H.S.(D) 19 No. PT PDBP. 609/411/72, Mukim 12 Daerah Barat Daya,
Penang, measuring approximately an area of 1.14 acres (hereinafter
referred to as the "Said Property").
(B) The document of title to the Said Property is endorsed with express
conditions and/or restrictions-in-interest.
(C) The Vendor has agreed to sell and the Purchaser has agreed to purchase the
Said Property subject to the conditions of title express or implied
affecting the same but otherwise free from all encumbrances and with
vacant possession at the total purchase price of Ringgit Three Million
Five Hundred and Fifty Thousand only (RM3.550,000) (hereinafter referred
to as the "Total Purchase Price") subject to the terms and conditions
hereinafter appearing.
NOW IT IS HEREBY AGREED as follows-
I. AGREEMENT FOR SALE
------------------
Subject to the provisions of this Agreement, the Vendor shall sell and
the Purchaser shall purchase the Said Property subject to the
conditions of title express or implied affecting the same but otherwise
free from all encumbrances and with vacant possession at the Total
Purchase Price and upon the terms and subject to the conditions herein
contained.
II. AGREEMENT UNCONDITIONAL
-----------------------
This Agreement shall be unconditional.
III. PAYMENT OF TOTAL PURCHASE PRICE
-------------------------------
A. The Total Purchase Price shall be paid by the Purchaser to the
Vendor on 11 March 1997 (the "Closing Date").
B. All moneys paid to the Vendor pursuant to this Agreement are paid on
the condition that they shall become repayable to the Purchaser if
the Transfer (as hereinafter defined) cannot be registered for any
reason whatsoever not due to the Purchaser' s default.
In such event, the Vendor hereby agrees to refund all the said
moneys upon the expiry of seven (7) days from the date of receipt by
the Vendor of a notice from the Purchaser requesting for such
refund, failing which the Vendor shall in addition pay to the
Purchaser interest thereon at the rate often per centum (10%) per
annum, calculated from the day next after the expiry of the said
seven (7) days to the date of receipt by the Purchaser of such
payment based on a three hundred and sixty-five (365) day year on
the actual number of days elapsed, such interest to be payable
together with the said moneys.
IV. CLOSING DATE
------------
A. Upon payment by the Purchaser of the Total Purchase Price on or
before the expiry of the Closing Date, the Vendor shall deliver or
cause to be delivered to the Purchaser's Solicitors:-
1. the valid and registrable memorandum of transfer of the Said
Property from the Vendor in favour of the Purchaser
(hereinafter referred to as the "Transfer");
2. all other relevant documents including the issue document of
title to the Said Property to effect the registration of the
Purchaser as the proprietor of the Said Property; and
3. the latest receipts for payments of all quit rent and
assessment payable in respect of the Said Property.
V. THE PURCHASER'S SOLICITORS OBLIGATION IN RESPECT OF THE
-------------------------------------------------------
RETENTION SUM
-------------
Shearn Delarmore, of 6 Floor Wisma, Penang Garden, No. 42 Jalan Sultan
Ahmad Shah 10050, Penang (the "Purchaser's Solicitors") shall be paid by
the Vendor on the Closing Date, such sum (hereinafter referred to as the
"Retention Sum") as shall be required to be retained by the Purchaser
pursuant to the provisions of the Real Property Gains Tax Act 1976 or any
amendment, re-enactment or re-certification thereof (hereinafter referred
to as the "Act").
VI. RETENTION SUM
-------------
A. The Retention Sum shall be deposited by the Purchaser' s Solicitors
with a bank or other financial institution (hereinafter referred to
as the "Bank") and placed on fixed deposit in the name of the
Purchaser's Solicitors for periods of one (1) month each. The
Purchaser's Solicitors shall, and the parties hereto hereby
authorize them to do so, pay to the Director-General of the Inland
Revenue Board, Malaysia, out of the Retention Sum and all interest
earned thereon such sum as may be demanded by requisition as defined
in the Act served on the Purchaser or the Vendor pursuant to the Act
unless the Purchaser's Solicitors shall have received a notice of
clearance from the Director-General to the effect that no real
property gains tax is payable or that the said tax as assessed by
the Director-General has been paid, as the case may be, in which
event the Retention Sum shall be released forthwith to the Vendor by
the Purchaser's Solicitors together with all interest earned thereon
upon receipt of such notice of clearance from the Director General.
PROVIDED FURTHER that if the sale and purchase hereunder of the Said
Property shall be rescinded in accordance with the provisions of
this Agreement, the Purchaser's Solicitors shall unless the
Purchaser otherwise direct immediately cause the Retention Sum
together with all interest earned thereon to be withdrawn from
fixed deposit and upon withdrawal immediately pay the same (after
deduction or any penalty levied by the Bank for early withdrawal) to
the Purchaser.
VII. COMPLIANCE WITH THE REAL PROPERTY GAINS TAX 1976
------------------------------------------------
A. Each party hereto hereby covenants and undertakes with the other
party hereto:
1. to duly submit such notifications and execute and do all
documents acts and things on each of their part to be executed
and done under the Act; and
2. to indemnify and save harmless the other party hereto against
all liabilities, penalties, actions, proceedings, demands and
costs resulting from their respective default if any in
complying with the Act.
B. Without prejudice to the generality of the foregoing, the Vendor
hereby undertakes that it will bear and pay all taxes if any
chargeable under the Act on the disposal of the Said Property (if
any) and keep the Purchaser, their successors-in-title, assigns and
persons deriving title thereunder indemnified in respect thereof.
VIII. EXECUTION OF TRANSFER
---------------------
The parties hereto shall simultaneously with the execution of this
Agreement, execute the Transfer and deliver the same to the Purchaser's
Solicitors to present the same to the Collector of Stamp Duty for
adjudication as to the stamp duty chargeable thereon.
IX. VACANT POSSESSION
-----------------
Vacant possession of the Said Property shall be delivered by the Vendor
to the Purchaser upon receipt of the Total Purchase Price by the
Purchaser's Solicitors in accordance with Clause 3 hereof.
X. APPOINTMENT OF QUIT RENT AND ASSESSMENTS
----------------------------------------
All quit rent and assessment charges payable in respect of the Said
Property shall be apportioned as at the date of delivery of vacant
possession of the Said Properly and any sums due by virtue of such
apportionment shall be paid or allowed as the case may be on the date of
apportionment. PROVIDED ALWAYS that the Vendor shall indemnify the
Purchaser, their successors-in-title, assigns and persons deriving title
thereunder in respect of all penalties fines and damages which may arise
as a result of any late payments or defaults in payment by the Vendor in
respect of such quit rent and assessment charges if such are incurred
prior to the date of apportionment.
XI. COVENANTS WARRANTIES AND UNDERTAKING OF THE VENDOR
--------------------------------------------------
A. As at the date hereof, the Vendor hereby covenants, undertakes,
warrants and represents to and with the Purchaser that:-
1. the Vendor has the power and authority to enter into this
Agreement and to do all acts and things on its part to be done
and performed pursuant hereto;
2. the Said Properly is free from all encumbrances and to the best
of this knowledge and belief no impediment exists which would
impede, prevent, affect or obstruct the registration of the
Transfer of the Said Property from the Vendor to the Purchaser,
3. there are no rates, charges, taxes or other outgoings which are
in arrears and outstanding in respect of the Said Property;
4. all express and implied conditions of title to the Said
Property have been complied with;
5. there are no subsisting sale and purchase agreements in respect
of the Said Property or any part thereof between the Vendor and
any third party or parties;
6. there are no other party or parties with any valid or legal
claim interest or benefit in the Said Property or any part
thereof
7. the Vendor shall not hereafter save with the consent of the
Purchaser mortgage, charge, transfer, sell, convey or otherwise
deal with the Said
Property so as to encumber, encroach upon or divest the
Purchaser of its rights, title and interest to the Said
Property.
B. The Vendor further covenants, warrants and undertakes to and with
the Purchaser that warranties and undertakings on his part herein
contained will be fulfilled down to and will be true and correct at
completion in all respects as if they had been entered into afresh
at competition.
C. Notwithstanding the completion of the sale and purchase hereunder,
all covenants, warranties, undertakings and obligations given
hereunder or undertaken herein shall continue hereafter to subsist
for so long as may be necessary to give effect to each and every one
of them in accordance with the terms hereof.
XII. INDEMNIFY
---------
The Vendor shall indemnify the Purchaser. its successors-in-title and
assigns against all losses, claims, damages and costs suffered or
otherwise incurred by the Purchaser arising out of or resulting from any
misrepresentation or breach of warranty or covenant of the Vendor as
herein set out and against all liability in respect of any taxes fees or
charges payable in respect of the Said Property prior to the date of
delivery of vacant possession of the Said Property referred to in
Clause 9 hereof under any Act of Parliament or any instrument rule or
order made under any Act of Parliament or any regulation bye-law or
instrument of any local authority or of any statutory or other
appropriate body.
XIII. ACQUISITION
-----------
A. The Vendor hereby warrants and undertakes to the Purchase that as at
the date of execution of this Agreement there has not been any
acquisition of the Said Property or any pan thereof and that the
same is not subject to any acquisition or intended acquisition by
any governmental, statutory, urban, or municipal authority and
that no advertisement in the Government Gazette of such intention
has been published pursuant to the Land Acquisition Act 1960 or any
amendment re-enactment or re-certification hereof.
XIV. CAVEAT
------
The Purchaser shall be entitled at any time after the execution of this
Agreement at its own cost and expense to lodge with the appropriate
authorities a private caveat against any dealing with the Said Property
until the registration of the Transfer in favour of the Purchaser.
PROVIDED THAT in the event this Agreement is terminated pursuant to the
provisions hereof the Purchaser shall at its own cost and expense
withdraw the aforesaid private caveat PROVIDED FURTHER THAT for the
purpose of effecting the registration of the Transfer the Purchaser shall
at its own cost and expense withdraw the aforesaid private caveat.
XV. TIME
----
Time is of the essence of this Agreement.
XVI. COSTS
-----
Each party shall bear its own solicitor's costs in respect of the sale
and purchase hereunder. The parties shall bear in equal proportion, the
expenses of all stamp and registration fees together with such other
disbursements of and incidental to the registration of the Transfer of
the Said Property.
XVII. NOTICE
------
Any notice or request with reference to this Agreement shall be in
writing and shall be deemed to have been sufficiently served or given for
all purposes herein on the respective parties hereto if left by hand or
sent by facsimile, telex, telegram or prepaid registered post to the
party to whom it is addressed at the address above stated or to such
address as the addressee party may notify to the other in writing or to
their respective solicitors or agents duly authorized and shall in the
case of a notice or request sent by facsimile be deemed to have been
served on the day of the transmission of such notice or communication
provided such day is a business day and if it is not, such notice or
communication shall be deemed to be served on the next succeeding
business day and confirmation of transmission is received or registered
and a confirmation of the facsimile is sent by prepaid registered post.
Any notice or communication sent by telex, telegram or prepaid registered
post shall be deemed to have been given at the nine when it ought in the
ordinary course of transmission or post to have been received.
XVIII.SUCCESSOR ETC BOUND
-------------------
This Agreement shall be binding upon the respective heirs, personal
representatives, successors-in-title and permitted assigns of the parties
hereto.
XIX. GOVERNING LAW
-------------
The validity, interpretation and performance of this Agreement shall be
interpreted in accordance with the laws of Malaysia,
XX. MASTER ASSET PURCHASE AGREEMENT
-------------------------------
This Agreement is entered into to fulfill the terms of the Asset Purchase
Agreement between National Semiconductor Corporation and Fairchild
Semiconductor Corporation dated the same date hereof (the "Master Asset
Purchase Agreement"). If there shall be any inconsistency between the
provisions of this Agreement and the Master Asset Purchase Agreement, the
provisions of the Master Asset Purchase Agreement shall prevail.
IN WITNESS WHEREOF the parties hereto have hereunto set their hands hereunder.
The Vendor
- ----------
Signed by )
for and on behalf of )
in the presence of )
The Purchaser
- -------------
Signed by )
for and on behalf of )
in the presence of )
DATED THIS 11th DAY OF MARCH 1997
BETWEEN
NATIONAL SEMICONDUCTOR SDN BHD
(the "Vendor")
AND
FAIRCHILD SEMICONDUCTOR (MALAYSIA) SDN BHD
(the "Purchaser")
---------------------------------
SALE AND PURCHASE AGREEMENT
---------------------------------
CONTENTS
NO. DESCRIPTION PAGE
- --- ----------- ----
1. AGREEMENT FOR SALE................................................... 2
2. AGREEMENT UNCONDITIONAL.............................................. 2
3. PAYMENT 0F TOTAL PURCHASE PRICE...................................... 2
4. CLOSING DATE......................................................... 2
5. THE PURCHASER'S SOLICITORS OBLIGATION IN RESPECT OF THE RETENTION
SUM................................................................ 3
6. RETENTION SUM........................................................ 3
7. COMPLIANCE WITH THE REAL PROPERTY GAINS TAX ACT 1976................. 4
8. EXECUTION OF TRANSFER................................................ 4
9. TENANCY.............................................................. 4
10. APPORTIONMENT OF QUIT RENT AND ASSESSMENTS........................... 4
11. COVENANTS, WARRANTIES AND UNDERTAKINGS OF THE VENDOR................. 4
12. INDEMNITY............................................................ 5
13. ACQUISITION.......................................................... 6
14. CAVEAT............................................................... 6
15. TIME................................................................. 6
16. COSTS................................................................ 6
17. NOTICE............................................................... 6
18. SUCCESSORS, ETC. BOUND............................................... 7
19. GOVERNING LAW........................................................ 7
20. MASTER ASSET PURCHASE AGREEMENT...................................... 7
EXECUTION............................................................ 8
i
THIS AGREEMENT is made this day of March 11, 1997
BETWEEN
NATIONAL SEMICONDUCTOR SDN BHD a private limited company incorporated in
Malaysia having its registered address at Bayan Lepas Free Industrial Zone.,
11900 Bayan Lepas, Penang, Malaysia (the "Vendor")
AND
FAIRCHILD SEMICONDUCTOR (MALAYSIA) SDN, BHD a private limited company
incorporated in Malaysia and having its registered office at No. 16-2B, Second
Floor, Jalan 1/76D, Desa Pandan, 55100 Kuala Lumpur (the " Purchaser`) of the
other part.
WHEREAS:-
(A) The Vendor is the registered proprietor of all that piece of land held
under H.S.(D) 3400.M4k12 PT 215, Mukim 12 Daerah Barat Daya, Penang,
measuring approximately an area of 5.16864 acres (hereinafter referred to
as the "Said Property").
(B) The document of title to the Said Property is endorsed with express
conditions and/or restrictions-in-interest.
(C) The Vendor has agreed to sell and the Purchaser has agreed to purchase
the Said Property subject to the conditions of title express or implied
affecting the same but otherwise free from all encumbrances and with an
existing tenancy on one storey of a two storey building situated on the
Said Property with Dynacraft Industries Sdn Bhd pursuant to a tenancy
agreement dated 20 January 1996 (the "Tenancy") at the total purchase
price of price of Ringgit Thirty Three Million Five Hundred Thousand only
(R.M33,500,000) (hereinafter referred to as the "Total Purchase Price")
subject to the terms and conditions hereinafter appearing.
NOW IT TS HEREBY AGREED as follows:
XXI. AGREEMENT FOR SALE
Subject to the provisions of this Agreement, the Vendor shall
sell and the Purchaser shall purchase the Said Property subject
to the conditions of title express or implied affecting the
same but otherwise free from all encumbrances and with vacant
possession at the Total Purchase Price and upon the terms and
subject to the conditions herein contained.
XXII. AGREEMENT UNCONDITIONAL
This Agreement shall be unconditional.
XXIII. PAYMENT 0F TOTAL PURCHASE PRICE
A. The Total Purchase Price shall be paid by the Purchaser to
the Vendor on 11 March 1997 (the "Closing Date").
B. All moneys paid to the Vendor pursuant to this Agreement
are paid on the condition that they shall become repayable
to the Purchaser if the Transfer (as hereinafter defined)
cannot be registered for any reason whatsoever not due to
the Purchaser' s default. In such event, the Vendor hereby
agrees to refund all the said moneys upon the expiry of
seven (7) days from the date of receipt by the Vendor of a
notice from the Purchaser requesting for such refund,
failing which the Vendor shall in addition pay to the
Purchaser interest thereon at the rate often per centum
(10%) per annum, calculated from the day next after the
expiry of the said seven (7) days to the date of receipt
by the Purchaser of such payment based on a three hundred
and sixty-five (365) day year on the actual number of days
elapsed, such interest to be payable together with the
said moneys.
XXIV. CLOSING DATE
A. Upon payment by the Purchaser of the Total Purchase Price
on or before the expiry of the Closing Date, the Vendor
shall deliver or cause to be delivered to the Purchaser's
Solicitors:-
1. the valid and registrable memorandum of transfer of
the Said Property from the Vendor in favour of the
Purchaser (hereinafter referred to as the "Transfer");
2. all other relevant documents including the issue
document of title to the Said Property to effect the
registration of the Purchaser as the proprietor of
the Said Property, and
2
3. the latest receipts for payments of all quit rent and
assessment payable in respect of the Said Property.
XXV. THE PURCHASER'S SOLICITORS OBLIGATION IN RESPECT OF THE
RETENTION SUM
Shearn Delamore, of 6 Floor Wisma Penang Garden, No. 42 Jalan
Sultan Ahmad Shah 10050, Penang (the "Purchaser's Solicitors")
shall be paid by the Vendor on the Closing Date, such sum
(hereinafter referred to as the "Retention Sum") as shall be
required to be retained by the Purchaser pursuant to the
provisions of the Real Property Gains Tax Act 1976 or any
amendment. re-enactment or re-certification thereof
(hereinafter referred to as the "Act").
XXVI. RETENTION SUM
The Retention Sum shall be deposited by the Purchaser' s
Solicitors with a bank or other financial institution
(hereinafter referred to as the "Bank") and placed on fixed
deposit in the name of the Purchaser's Solicitors for periods
of one (1) month each. The Purchaser's Solicitors shall, and
the parties hereto hereby authorize them to do so, pay to the
Director-General of the Inland Revenue Board, Malaysia, out of
the Retention Sum and all interest earned thereon such sum as
may be demanded by requisition as defined in the Act served on
the Purchaser or the Vendor pursuant to the Act unless the
Purchaser's Solicitors shall have received a notice of
clearance from the Director-General to the effect that no real
property gains tax is payable or that the said tax as assessed
by the Director-General has been paid, as the case may be, in
which event the Retention Sum shall be released forthwith to
the Vendor by the Purchaser's Solicitors together with all
interest earned thereon upon receipt of such notice of
clearance from the Director General. PROVIDED FURTHER that if
the sale and purchase hereunder of the Said Property shall be
rescinded in accordance with the provisions of this Agreement,
the Purchaser's Solicitors shall unless the Purchaser otherwise
direct immediately cause the Retention Sum together with all
interest earned thereon to be withdrawn from fixed deposit and
upon withdrawal immediately pay the same (after deduction or
any penalty levied by the Bank for early withdrawal) to the
Purchaser.
3
XXVII. COMPLIANCE WITH THE REAL PROPERTY GAINS TAX ACT 1976
A. Each party hereto hereby covenants and undertakes with the
other party hereto:-
1. to duly submit such notifications and execute and do
all documents acts and things on each of their part
to be executed and done under the Act, and
2. to indemnify and save harmless the other party hereto
against all liabilities penalties actions proceedings
demands and costs resulting from their respective
default if any in complying with the Act.
B. Without prejudice to the generality of the foregoing, the
Vendor hereby undertakes that it will bear and pay all
taxes if any chargeable under the Act on the disposal of
the Said Property (if any) and keep the Purchaser, their
successors-in-title, assigns and persons deriving title
thereunder indemnified in respect thereof
XXVIII. EXECUTION OF TRANSFER
The parties hereto shall simultaneously with the execution of
this Agreement, execute the Transfer and deliver the same to
the Purchaser's Solicitors to present the same to the Collector
of Stamp Duty for adjudication as to the stamp duty chargeable
thereon.
XXIX. TENANCY
The Said Property shall be sold subject to the Tenancy.
XXX. APPORTIONMENT OF QUIT RENT AND ASSESSMENTS
All quit rent and assessment charges payable in respect of the
Said Property shall be apportioned as at the Closing Date, as
the case may be, and any sum due by virtue of such
apportionment shall be paid or allowed as the case may be on
the date of apportionment. PROVIDED ALWAYS that the Vendor
shall indemnify the Purchaser, their successors-in-title,
assigns and persons deriving title thereunder in respect of all
penalties fines and damages which may arise as a result of any
late payments or defaults in payment by the Vendor in respect
of such quit rent and assessment charges if such are incurred
prior to the date of apportionment.
XXXI. COVENANTS, WARRANTIES AND UNDERTAKINGS OF THE VENDOR
A. Subject to Clause 9, as at the date hereof, the Vendor
hereby covenants, undertakes, warrants and represents to
and with the Purchaser that:-
4
1. the Vendor has the power and authority to enter into
this Agreement and to do all acts and things on its
part to be done and performed pursuant hereto.
2. the Said Property is free from all encumbrances and
to the best of this knowledge and belief no
impediment exists which would impede, prevent, affect
or obstruct the registration of the Transfer of the
Said Property from the Vendor to the Purchaser,
3. there are no rates, charges., taxes or other
outgoings which are in arrears and outstanding in
respect of the Said Property,
4. all express and implied conditions of title to the
Said Property have been complied with,
5. there are no subsisting sale and purchase agreements
in respect of the Said Property or any part thereof
between the Vendor and any third party or parties',
6. the Vendor shall not hereafter save with the consent
of the Purchaser mortgage, charge, transfer, sell,
convey or otherwise deal with the Said Property so as
to encumber, encroach upon or divest the Purchaser of
its rights, title and interest to the Said Property.
B. The Vendor further covenants, warrants and undertakes to
and with the Purchaser that all warranties and
undertakings on his part herein contained will be
fulfilled down to and will be true and correct at
completion in all respects as if they had been entered
into afresh at completion.
C. Notwithstanding the completion of the sale and purchase
hereunder, all covenants, warranties, undertakings and
obligations given hereunder or undertaken herein shall
continue hereafter to subsist for so long as may be
necessary to give effect to each and every one of them in
accordance with the terms hereof
XXXII. INDEMNITY
The Vendor shall indemnify the Purchaser, its
successors-in-title and assigns against all losses, claims,
damages and costs suffered or otherwise incurred by the
Purchaser arising out of or resulting from any
misrepresentation or breach of warranty or covenant of the
Vendor as herein set out and against all liability in respect
of any taxes fees or charges payable in respect of the Said
Property prior to the Closing Date under any Act of Parliament
or any instrument rule or order made under any Act of
Parliament or any regulation by-law or instrument of any local
authority or of any statutory or other appropriate body.
5
XXXIII. ACQUISITION
The Vendor hereby warrants and undertakes to the Purchase that
as at the date of execution of this Agreement there has not
been any acquisition of the Said Property or any part thereof
and that the same is not subject to any acquisition or intended
acquisition by any governmental statutory urban or municipal
authority and that no advertisement in the Government Gazette
of such intention has been published pursuant to the Land
Acquisition Act 1960 or any amendment re-enactment or
re-certification hereof
XXXIV. CAVEAT
The Purchaser shall be entitled at any time after the execution
of this Agreement at its own cost and expense to lodge with the
appropriate authorities a private caveat against any dealing
with the Said Property unto the registration of the Transfer in
favour of the Purchaser. PROVIDED THAT in the event this
Agreement is terminated pursuant to the provisions hereof, the
Purchaser shall at its own cost and expense withdraw the
aforesaid private caveat PROVIDED FURTHER THAT for the purpose
of effecting the registration of the Transfer the Purchaser
shall at its own cost and expense withdraw the aforesaid
private caveat.
XXXV. TIME
Time is of the essence of this Agreement.
XXXVI. COSTS
Each party shall bear its own solicitor's costs in respect of
the sale and purchase hereunder. The parties shall bear in
equal proportion, the expenses of all stamp and registration
fees together with such other disbursements of and incidental
to the registration of the Transfer of the Said Property.
XXXVII. NOTICE
Any notice or request with reference to this Agreement shall be
in writing and shall be deemed to have been sufficiently served
or given for all purposes herein on the respective parties
hereto if left by hand or sent by facsimile, telex, telegram or
prepaid registered post to the party to whom it is addressed at
the address above stated or to such address as the addressee
party may notify to the other in writing or to their respective
solicitors or agents duly authorized and shall in the case of a
notice or request sent by facsimile be deemed to have been
served on the day of the transmission of such notice or
communication provided such day is a business day and if it is
not, such notice or communication shall be deemed to be served
on the next succeeding business day and
6
confirmation or transmission is received or registered and a
confirmation of the facsimile is sent by prepaid registered
post. Any notice or communication sent by telex, telegram or
prepaid registered post shall be deemed to have been given at
the time when it ought in the ordinary course of transmission
or post to have been received.
XXXVIII. SUCCESSORS, ETC. BOUND
This Agreement shall be binding upon the respective heirs,
personal representatives, successors-in-title and permitted
assigns of the parties hereto.
XXXIX. GOVERNING LAW
The validity, interpretation and performance of this Agreement
shall be interpreted in accordance with the laws of Malaysia.
XL. MASTER ASSET PURCHASE AGREEMENT
This Agreement is entered into to fulfill the terms of the
Asset Purchase Agreement between National Semiconductor
Corporation and Fairchild Semiconductor Corporation dated the
same date hereof (the "Master Asset Purchase Agreement"). If
there shall be any inconsistency between the provisions of this
Agreement and the Master Asset Purchase Agreement, the
provisions of the Master Asset Purchase Agreement shall prevail.
7
IN WITNESS WHEREOF the parties hereto have hereunto set their hands
hereunder.
The Vendor
Signed by )
for and on behalf of )
in the presence of )
The Purchaser
Signed by )
for and on behalf of )
in the presence of )
8
DATED THIS 11th DAY OF MARCH 1997
BETWEEN
NATIONAL SEMICONDUCTOR SDN BHD
(the "Vendor")
AND
FAIRCHILD SEMICONDUCTOR (MALAYSIA) SDN BHD
(the "Purchaser")
---------------------------------
SALE AND PURCHASE AGREEMENT
---------------------------------
CONTENTS
NO DESCRIPTION Page
- -- ----------- ----
1. AGREEMENT FOR SALE................................................ 1
2. AGREEMENT UNCONDITIONAL........................................... 1
3. PAYMENT OF TOTAL PURCHASE PRICE................................... 2
4. CLOSING DATE...................................................... 2
5. THE PURCHASER'S SOLICITORS OBLIGATION IN RESPECT OF THE RETENTION
SUM............................................................... 2
6. RETENTION SUM..................................................... 2
7. COMPLIANCE WITH THE REAL PROPERTY GAINS TAX ACT 1976.............. 3
8. EXECUTION OF TRANSFER............................................. 3
9. VACANT POSSESSION................................................. 3
10. APPORTIONMENT OF QUIT RENT AND ASSESSMENTS........................ 3
11. COVENANTS, WARRANTIES AND UNDERTAKINGS OF THE VENDOR.............. 4
12. INDEMNITY......................................................... 4
13. AMMUM............................................................. 5
14. CAVEAT............................................................ 5
15. TIME.............................................................. 5
16. COSTS............................................................. 5
17. NOTICE............................................................ 5
18. SUCCESSORS, ETC. BOUND............................................ 6
i
19. GOVERNING LAW..................................................... 6
20. MASTER ASSET PURCHASE AGREEMENT................................... 6
EXECUTION......................................................... 7
ii
THIS AGREEMENT is made this day of March 11, 1997
BETWEEN
NATIONAL SEMICONDUCTOR SDN BHD a private limited company incorporated in
Malaysia having its registered address at Bayan Lepas Free Industrial Zone,
11900 Bayan Lepas, Penang, Malaysia (the "Vendor")
AND
FAIRCHILD SEMICONDUCTOR (MALAYSIA) SDN BHD a private limited company
incorporated in Malaysia and having its registered office at No 16-2B, Second
Floor, Jalan 1/76D, Desa Pandan, 55100 Kuala Lumpur (the "Purchaser") of the
other part.
WHEREAS:-
(A) The Vendor is the registered proprietor of all that piece of
land held under H.S.(D) 44 PT 169, Mukim 12 Dacrah Barat Daya,
Penang, measuring approximately an area of 5 acres (hereinafter
referred to as the "Said Property").
(B) The document of title to the Said Property is endorsed with
express conditions and/or restrictions-in-interest.
(C) The Vendor has agreed to sell and the Purchaser has agreed to
purchase the Said Property subject to the conditions of title
express or implied affecting the same but otherwise free from
all encumbrances and with vacant possession at the total
purchase price of Ringgit Twenty Two Million Two Hundred
Thousand (RM22,200,000) (hereinafter referred to as the "Total
Purchase Price") subject to the terms and conditions
hereinafter appearing.
NOW IT IS HEREBY AGREED as follows:
XLI. AGREEMENT FOR SALE
Subject to the provisions of this Agreement, the Vendor shall
sell and the Purchaser shall purchase the Said Property subject
to the conditions of title express or implied affecting the
same but other-wise free from all encumbrances and with vacant
possession at the Total Purchase Price and upon the terms and
subject to the conditions herein contained.
XLII. AGREEMENT UNCONDITIONAL
This Agreement shall be unconditional.
XLIII. PAYMENT OF TOTAL PURCHASE PRICE
A. The Total Purchase Price shall be paid by the Purchaser to
the Vendor on 11 March 1997 (the "Closing Date").
B. All moneys paid to the Vendor pursuant to this Agreement
are paid on the condition that they shall become repayable
to the Purchaser if the Transfer (as hereinafter defined)
cannot be registered for any reason whatsoever not due to
the Purchaser' s default.
In such event, the Vendor hereby agrees to refund all the said
moneys upon the expiry of seven (7) days from the date of
receipt by the Vendor of a notice from the Purchaser requesting
for such refund, failing which the Vendor shall in addition pay
to the Purchaser interest thereon at the rate often per centum
(10%) per annum, calculated from the day next after the expiry
of the said seven (7) days to the date of receipt by the
Purchaser of such payment based on a three hundred and
sixty-five (365) day year on the actual number of days elapsed,
such interest to be payable together with the said moneys.
XLIV. CLOSING DATE
A. Upon payment by the Purchaser of the Total Purchase Price
on or before the expiry of the Closing Date, the Vendor
shall deliver or cause to be delivered to the Purchaser's
Solicitors:-
1. the valid and registrable memorandum of transfer of
the Said Property from the Vendor in favour of the
Purchaser (hereinafter referred to as the "Transfer");
2. all other relevant documents including the issue
document of title to the Said Property to effect the
registration of the Purchaser as the proprietor of
the Said Property; and
3. the latest receipts for payments of all quit rent and
assessment payable in respect of the Said Property.
XLV. THE PURCHASER'S SOLICITORS OBLIGATION IN RESPECT OF THE
RETENTION SUM
Sheam Delamore, of 6 Floor Wisma Penang Garden, No.42 Jalan
Sultan Ahmad Shah 10050, Penang (the "Purchaser's Solicitors")
shall be paid by the Vendor on the Closing Date, such sum
(hereinafter referred to as the "Retention Sum") as shall be
required to be retained by the Purchaser pursuant to the
provisions of the Real Property Gains Tax Act 1976 or any
amendment, re-enactment or re-certification thereof
(hereinafter referred to as the "Act").
XLVI. RETENTION SUM
A. The Retention Sum shall be deposited by the Purchaser's
Solicitors with a bank or other financial institution
(hereinafter referred to as the "Bank") and placed on
fixed deposit in the name of the Purchaser's Solicitors
for periods of one (1) month each. The Purchaser's
Solicitors shall, and the parties hereto hereby authorize
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them to do so, pay to the Director-General of the Inland
Revenue Board, Malaysia, out of the Retention Sum and all
interest earned thereon such sum as may be demanded by
requisition as defined in the Act served on the Purchaser
or the Vendor pursuant to the Act unless the Purchaser's
Solicitors shall have received a notice of clearance from
the Director-General to the effect that no real property
gains tax is payable or that the said tax as assessed by
the Director-General has been paid, as the case may be, in
which event the Retention Sum shall be released forthwith
to the Vendor by the Purchaser's Solicitors together with
all interest earned thereon upon receipt of such notice of
clearance from the Director General, PROVIDED FURTHER that
if the sale and purchase hereunder of the Said Property
shall be rescinded in accordance with the provisions of
this Agreement, the Purchaser's Solicitors shall unless
the Purchaser otherwise direct immediately cause the
Retention Sum together with all interest earned thereon to
be withdrawn from fixed deposit and upon withdrawal
immediately pay the same (after deduction or any penalty
levied by the Bank for early withdrawal) to the Purchaser.
XLVII. COMPLIANCE WITH THE REAL PROPERTY GAINS TAX ACT 1976
A. Each party hereto hereby covenants and undertakes with the
other party hereto:-
1. to duly submit such notifications and execute and do
all documents acts and things on each of their part
to be executed and done under the Act; and
2. to indemnify and save harmless the other party hereto
against all liabilities penalties actions proceedings
demands and costs resulting from their respective
default if any in complying with the Act.
B. Without prejudice to the generality of the foregoing, the
Vendor hereby undertakes that it will bear and pay all
taxes if any chargeable under the Act on the disposal of
the Said Property (if any) and keep the Purchaser, their
successors-in-title, assigns and persons deriving title
thereunder indemnified in respect thereof.
XLVIII. EXECUTION OF TRANSFER
The parties hereto shall simultaneously with the execution of
this Agreement, execute the Transfer and deliver the same to
the Purchasers Solicitors to present the same to the Collector
of Stamp Duty for adjudication as to the stamp duty chargeable
thereon.
XLIX. VACANT POSSESSION
Vacant possession of the Said Property shall be delivered by
the Vendor to the Purchaser upon receipt of the Total Purchase
Price by the Purchaser's Solicitors in accordance with Clause 3
hereof.
L. APPORTIONMENT OF QUIT RENT AND ASSESSMENTS
All quit rent and assessment charges payable in respect of the
Said Property shall be apportioned as at the date of delivery
of vacant possession of the Said Property and any sums due by
virtue of such apportionment shall be paid or allowed as the
case may be on the date of apportionment. PROVIDED ALWAYS that
the Vendor shall indemnify the
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Purchaser, their successors-in-title, assigns and persons
deriving title thereunder in respect of all penalties fines and
damages which may arise as a result of any late payments or
defaults in payment by the Vendor in respect of such quit rent
and assessment charges if such are incurred prior to the date
of apportionment.
LI. COVENANTS, WARRANTIES AND UNDERTAKINGS OF THE VENDOR
A. As at the date hereof, the Vendor hereby covenants,
undertakes, ,warrants and represents to and with the
Purchaser that:-
1. the Vendor the power and authority to enter into this
Agreement and to do all acts and things on its part
to be done and performed pursuant hereto;
2. the Said Properly is free from all encumbrances and
to the best of this knowledge and belief no
impediment exists which would impede, prevent, affect
or obstruct the registration of the Transfer of the
Said Properly from the Vendor to the Purchaser;
3. there are no rates, charges, taxes or other outgoings
which are in arrears and outstanding in respect of
the Said Property;
4. all express and implied conditions of title to the
Said Property have been complied with,
5. there are no subsisting sale and purchase agreements
in respect of the Said Property or any part thereof
between the Vendor and any third party or parties';
6. there are no other party or parties with any valid or
legal claim interest or benefit in the Said Property
or any part thereof,
7. the Vendor shall not hereafter save with the consent
of the Purchaser mortgage, charge, transfer, sell,
convey or otherwise deal with the Said Property so as
to encumber, encroach upon or divest the Purchaser of
its rights, title and interest to the Said Property.
B. The Vendor further covenants, warrants and undertakes to
and with the Purchaser that all warranties and
undertakings on his part herein contained will be
fulfilled down to and will be true and correct at
completion in all respects as if they had been entered
into afresh at completion.
C. Notwithstanding the completion of the sale and purchase
hereunder, all covenants, warranties, undertakings and
obligations given hereunder or undertaken herein shall
continue hereafter to subsist for so long as may be
necessary to give effect to each and every one of them in
accordance with the terms hereof.
LII. INDEMNITY
The Vendor shall indemnify the Purchaser, its
successors-in-title and assigns against all losses, claims,
damages and costs suffered or otherwise incurred by the
Purchaser arising out of or resulting from any
misrepresentation or breach of warranty or covenant of the
Vendor as herein set out and against all liability in respect
of any taxes fees or charges payable in respect of the Said
Property prior to the date of delivery of vacant Possession of
the Said Property referred to in Clause 9 hereof under any Act
of Parliament or any
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instrument rule or order made under any Act of Parliament or any
regulation bye-law of instrument of any local authority or of
any statutory or other appropriate body.
LIII. AMMUM
A. The Vendor hereby warrants and undertakes to the Purchase
that as at the date of execution of this Agreement there
has not been any acquisition of the Said Property or any
par, thereof and that the same is not subject to any
acquisition or intended acquisition by any governmental
statutory urban or municipal authority and that no
advertisement in the Government Gazette of such intention
has been published pursuant to the Land Acquisition Act
1960 or by any amendment re-enactment or re-certification
hereof.
LIV. CAVEAT
The Purchaser shall be entitled at any time after the execution
of this Agreement at its own cost and expense to lodge with the
appropriate authorities a private caveat against any dealing
with the Said Property until the registration of the Transfer
in favour of the Purchaser, PROVIDED THAT in the event this
Agreement is terminated pursuant to the provisions hereof, the
Purchaser shall at its own cost and expense withdraw the
aforesaid private caveat PROVIDED THAT for the purpose of
effecting the registration of the Transfer the Purchaser shall
at its own cost and expense withdraw the aforesaid private
caveat.
LV. TIME
Time is of the essence of this Agreement,
LVI. COSTS
Each party shall bear its own solicitor's costs in respect of
the sale and purchase hereunder. The parties shall bear in
equal proportion, the expenses of all stamp and registration
fees together with such other disbursements of and incidental
to the registration of the Transfer of the Said Property.
LVII. NOTICE
Any notice or request with reference to this Agreement shall be
in writing and shall be deemed to have been sufficiently served
or given for all purposes herein on the respective parties
hereto if left by hand or sent by facsimile, telex, telegram or
prepaid registered post to the party to whom it is addressed at
the address above stated or to such address as the addressee
party may notify to the other in writing or to their respective
solicitors or agents duly authorized and shall in the case of a
notice or request sent by facsimile be deemed to have been
served on the day of the transmission of such notice or
communication provided such day is a business day and if it is
not, such notice or communication shall be deemed to be served
on the next succeeding business day and confirmation of
transmission is
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received or registered and a confirmation of the facsimile is
sent by prepaid registered post. Any notice or communication
sent by telex, telegram or prepaid registered post shall be
deemed to have been given at the time when it ought in the
ordinary course of transmission or post to have been received.
LVIII. SUCCESSORS, ETC. BOUND
This Agreement shall be binding upon the respective heirs,
personal representatives, successors-in-title and permitted
assigns of the parties hereto.
LIX. GOVERNING LAW
The validity, interpretation and performance of this Agreement
shall be interpreted in accordance with the laws of Malaysia.
LX. MASTER ASSET PURCHASE AGREEMENT
This Agreement is entered into to fulfill the terms of the
Asset Purchase Agreement between National Semiconductor
Corporation and Fairchild Semiconductor Corporation dated the
same date hereof (the "Master Asset Purchase Agreement"). If
there shall be any inconsistency between the provisions of this
Agreement and the Master Asset Purchase Agreement, the
provisions of the Master Asset Purchase Agreement shall prevail.
IN WITNESS WHEREOF the parties hereto have hereunto set their hands
hereunder,
The Vendor
Signed by )
for and on behalf of )
in the presence of )
The Purchaser
Signed by )
for and on behalf of )
in the presence of )
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