Exhibit 10.1
SALE-PURCHASE PROMISSORY AGREEMENT
pertaining to the property located in
19 Thomas Masaryk St., Sector 2
Bucharest
The Parties have asked for the authentication of this.
This Sale-Purchase Promissory Agreement ("the Promissory Agreement") has been
concluded on 11/06/2003 ("Signing Date") between:
(A) Constantin Cristian Fusneica, Romanian citizen, single, residing in
Romania, Bucharest, Bd. Tineretului no. 41, bl. 52, sc.1, apt. 44,
sector 4, holding ID series RT no. 112591 issued by the Police
Section #14 on 08/07/2000; and
Luminita-Mari-Jeane Eftimie, residing in Romania, Bucharest, Str.
Spatarul Nicolae Milescu no. 25, apt. 2, sector 2, holding ID
series RD no. 128659 issued by the Police Section #9 on 09/15/2000
and NICOLAE EFTIMIE, Romanian citizen, married, residing in
Romania, Bucharest, Str. Spatarul Nicolae Milescu no. 25, apt. 2,
sector 2, holding ID series RD no. 027595 issued by the Police
Section #9 on 05/22/1998, husband and wife; and
S.C. Hathor Impex S.R.L., fiscal code R2636269, registration number
J40/3375/1991, based in Bucharest, Str. Spatar Nicolae Milescu 25,
sector 2, duly represented by Mrs. Luminita-Mari-Jeane Eftimie as
Administrator,
Acting as Promissory Sellers ("Promissory Sellers"); and
(B) CATALYST SEMICONDUCTOR ROMANIA S.R.L, a company incorporated under
the Romanian laws, registration number 15125827, based in Str.
Argentina no. 5, sector 1, Bucharest, Romania, duly represented by
Mr. Horia Profeta, as General Manager ("Promissory Buyer"),
(either Promissory Sellers and Promissory Buyer hereinafter called
"the Party" and altogether "the Parties").
WHEREAS:
A. In accordance with the Sales Contract authenticated under no. 1015
of 02/19/1997, concluded between Popescu A. Alin Alexandru and
Cantacuzino Elena Maria, on one hand, and Constantin Cristian
Fusneica, on the other hand, the later became the exclusive owner
of the land of 450 square meters of area, located in the City of
Bucharest, Str. Thomas Masaryk no. 19, sector 2, having the
following neighbors: East: Str. Sfantul Spiridon, South: Str.
Thomas Masaryk, West: building on Str. Thomas Masaryk no. 17,
North: building on Str. Sfantul Spiridon no. 3, according to the
map attached to this Promissory Agreement as Appendix 1, registered
with the Land Register under no. 10906 at the Court of Sector 2
through the resolution no. 7616/2001 and having the provisional
land registration number 3843 (hereinafter called "The Land");
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B. In accordance with the Association Contract authenticated under no.
795 of 03/03/2003 concluded between Constantin Cristian Fusneica
and Nicolae Eftimie, the Promissory Sellers associated to build on
the Land a residence of about 2,400 square meters of area in total;
C. According to the Land Register certificate no. 10906 dated
11/05/2003 (attached hereto as Appendix 3), on the Signing Date the
Land is jointly held by the Promissory Sellers as follows:
Constantin Cristian Fusneica holds 41% and Nicolae Eftimie holds
59%.
D. In accordance with the contract concluded between Fusneica
Constantin Cristian, Eftimie Nicolae and SC Hathor SRL,
authenticated by Miu and Molcut, Notary Public, under no. 4055
dated 11/05/2003, SC Hathor SRL has acquired from Mr. Eftimie
Nicolae and holds 29% of the Land and of the residential building
built on the Land and is the general contractor for the completion
of building;
E. The Promissory Sellers intend to turn the building into an office
building of about 2,400 square meters of area in total, located on
Str. Thomas Masaryk no. 19, Sector 2, ("THE BUILDING") in strict
compliance with the Book of Specifications (hereto attached as
Appendix 4) under the Construction Project provided and financed by
the Promissory Buyer, (as result from the Certificate of Urbanism
no. 2131/249M dated 10/21/2003).
The parties agree to conclude this Promissory Agreement under the following
terms and conditions:
1 Definitions
In this Promissory Agreement, unless otherwise specified, the following words
will have the following meaning:
Promissory Agreement is this Promissory Agreement, including all its appendices
that are integral part of the Promissory Agreement, as further amended and
completed by the Parties from time to time;
Land Register is the archive/register of documents regarding the ownership
titles of the estates and the charges thereupon, held by the Court of Bucharest,
sector 2;
Book Of Specifications includes the constructor's specifications and drawings,
together with all documents that describe the subject, standards, designing
criteria (if applicable) and the works schedule, as agreed between the Parties,
including any modification thereof in accordance with the provisions of the
Promissory Agreement. The Book of Specifications is attached hereto as Appendix
4.
Additional Expenses are the expenses incurred in relation with the connection to
utilities and conclusion of utility supply contracts on behalf of the Promissory
Buyer,
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as well for the construction of particular works requested by the Promissory
Buyer, included in the Book of Specifications;
Provisional Contractual Reception Commission is the body consisting in a
representative of the Promissory Buyer and 1-3 specialists appointed by the
Promissory Buyer, who certifies the completion of each construction phase for
the Building in accordance with the Book of Specifications and Construction
Project, as well with any other specific norm in the field;
Preliminary Contractual Reception Commission is the body consisting in the
representatives of the Promissory Buyer and the representatives of the
Promissory Sellers, which certified the completion of the Building in accordance
and strict compliance with the Book of Specifications and Construction Project.
Each Party may decide to be assisted by specialists, appointed in this respect
by each of the Parties.
Property Sale-Purchase Contract is the sale - purchase contract pertaining to
the transfer of the ownership title of the Property, whose project is attached
as Appendix 2 of this Promissory Agreement, which will be concluded between the
Promissory Sellers and the Promissory Buyer on the Transaction Date under the
terms and conditions herein;
Building Completion Date is the date when the Building is completed in
compliance with the Book of Specifications and Construction Projects, but not
later than 1 August 2004;
Transaction Date is the date when the Parties conclude the original Property
Sale-Purchase Contract, but not later than 10 working days after the signing
without any objection of the Preliminary Reception Report for the Building in
accordance with the provisions of this Promissory Agreement;
Purchase Price is the Property price that will be paid by the Promissory Buyer
to the Promissory Sellers under the terms and conditions in this Promissory
Agreement and Property Sale-Purchase Contract, being 2,000,000 (two million) US
dollars plus VAT for the share pertaining to the Promissory Seller SC Hathor
Impex SRL;
Provisional Contractual Reception Report is the document made and concluded
under the terms and conditions in this Promissory Agreement upon the completion
of each construction phase in accordance with the Book of Specifications and
Construction Project;
Preliminary Contractual Reception Minutes is the document made and concluded
under the terms and conditions in this Promissory Agreement upon the Building
Completion Date, by which the Parties acknowledge the completion of the Building
as per and in compliance with the Book of Specifications and Construction
Project;
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Construction Project is the technical documentation for the construction of the
Building, including the construction characteristics and specifications for the
elements of the strength resistance and for the other construction elements that
provide for functionality and safe utilization, as well the installation
drawings, architectural plans for each level, land scheme, elevations, crossing
sections, together with the technical memorandum that describes the particular
characteristics of the Building;
Property is the Land and the Building as completed under the Construction
Project in compliance with the Book of Specifications;
Contractual Reception is the operation carried out under this Promissory
Agreement, by which the Promissory Buyer acknowledges the construction and
completion of the Building in strict compliance with the Book of Specifications
and Construction Project;
Building Completion Date is August 1st, 2004, when the Building will be
finalized in strict compliance with the Book of Specifications and Construction
Project.
Working Day is any day from Monday to Friday inclusive, other than the holidays
in Romania.
2 Subject matter of Promissory Agreement
2.1. The Promissory Sellers hereby express their firm will to sell to the
Promissory Buyer the Property free and clear of all liens and cumbrances,
consisting in the Land and the completed Building, after the completion of the
Building under the terms and conditions of this Promissory Agreement, and a
Sale-Purchase Contract (attached in Appendix 2) will be concluded between the
Promissory Sellers and the Promissory Buyer within 10 working days after the
execution of the Minutes of Preliminary Reception of the Building.
2.2. The Promissory Buyer hereby express his firm will to buy from the
Promissory Sellers the Property free and clear of all liens and cumbrances,
consisting in the Land and completed Building, after the completion of the
Building under the terms and conditions of this Promissory Agreement, and a
Sale-Purchase Contract (attached in Appendix 2) will be concluded between the
Promissory Sellers and the Promissory Buyer within 10 working days after the
execution of the Minutes of Preliminary Reception of the Building.
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2.3. The Promissory Sellers hereby express their firm will to continue the
construction and completion of the Building on the Land in accordance with the
Book of Specifications and Construction Project provided and paid by the
Promissory Buyer (Appendix 4).
3 Price of Property Sale-Purchase Contract
The Property Sale-Purchase Contract will determine the Purchase Price as
follows:
3.1. On the Transaction Date, the Promissory Sellers will sell and the
Promissory Buyer will buy the Property for the Purchase Price.
3.2. The Promissory Buyer hereby expresses his firm will to buy the Property
from the Promissory Sellers for a purchase price of 2,000,000 US dollars
(Purchase Price) plus VAT due for the price share pertaining to the Promissory
Seller SC Hathor Impex SRL, as follows:
- Mr. Constantin Cristian Fusneica: 788,000 US dollars;
- Mr. Nicolae Eftimie: 634,000 US dollars;
- SC Hathor Impex SRL: 578,000 US dollars plus VAT representing
109,820 US dollars.
3.3. Separately from the Purchase Price, the Promissory Buyer agrees to pay the
Promissory Sellers up to 80,000 (eighty thousand) US dollars the expenses
related to the connection to utilities and conclusion of utility contracts on
behalf of the Promissory Buyer, as well the expenses incurred for any works
requested by the Promissory Buyer and included in the Book of Specifications
("Additional Expenses"), as follows:
- Mr. Constantin Cristian Fusneica: 32,000 US dollars;
- Mr. Nicolae Eftimie: 26,000 US dollars;
- SC Hathor Impex SRL: 22,000 US dollars plus VAT representing 4,180
US dollars.
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4 Payment of Purchase Price and Additional Expenses
4.1. The payment of the Purchase Price and Additional Expenses will be made by
the Promissory Buyer at the moment of the execution of the Property
Sale-Purchase Contract and under it, into the bank accounts indicated by the
Promissory Sellers within the content of the Property Sale-Purchase Contract.
4.2. All monies specified in the Promissory Agreement will be denominated in US
dollars but paid in Lei at the exchange rate ROL/US dollar valid on the payment
date at the bank where the Promissory Sellers have opened accounts for the
payment purposes. All payment to be made by the Promissory Sellers will be
considered valid if made by the Promissory Buyer by the following coordinates:
Bank: Citibank SA Bucharest
Address: Bucharest
For Mr. Constantin Cristian Fusneica
Account: 37 38 019
For Mr. Nicolae Eftimie
Account: 35 09 001
For SC Hathor Impex SRL
Account: 799 606 003
5 Transfer of ownership title of the Property
The Property Sale-Purchase Contract will determine the transfer of the ownership
title of the Property as follows:
5.1. The transfer of ownership title of the Property free and clear of all
liens and cumbrances from the Promissory Sellers to the Promissory Buyer will be
made on the day when the Promissory Buyer pays the Purchase Price.
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6 Interpretation
In this Promissory Agreement, unless otherwise resulting from the text, the
structure of clauses in this Promissory Agreement exclusively serves for easing
the orientation within the document.
7 Guaranties
7.1 Guaranties of Promissory Sellers
7.1.1 On the Signing Date, the Promissory Sellers will provide the
Promissory Buyer with a letter of credit issued by Citibank SA
Romania, in his favor and amounting to 200,000 (two hundred
thousand) US dollars. The letter of credit shall be valid
until August 20, 2004;
7.1.2 The letter of credit may be executed by the Promissory Buyer
in the following cases:
a. The Promissory Sellers fail to complete the works by the
Building Completion Date (respectively August 1st, 2004);
and/or
b. After the completion of the Building and execution of the
Preliminary Reception Minutes, the Promissory Sellers
refuse to sign the Property Sale-Purchase Contract (in the
form agreed and attached to this Promissory Agreement).
7.2 Guaranties of the Promissory Buyer
7.2.1 On the Signing Date, the Promissory Buyer will provide the
Promissory Sellers with a letter of credit issued by Wells
Fargo Bank N.A., amounting to 200,000 (two hundred thousand)
US dollars. The letter of credit shall be valid until August
20, 2004;
7.2.2 The letter of credit may be executed by the Promissory Sellers
in case the Promissory Buyer gives up in writing the
renunciation of the Property purchase, at any moment between
the Signing Date and the Transaction Date.
7.3. Both bank guaranties may be cancelled upon the written consent of both
Parties issued with the conclusion of the Property Sale-Purchase Contract.
7.4. Additional guaranties
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The liability of either Party will not be limited to the amounts in the bank
guaranties obtained by the Parties under art. 7.1. and 7.2. above, in case
either Party proves in accordance with the law that the damage incurred upon the
non-performance of obligations by the other Party under this Promissory
Agreement exceeds 200,000 (two thousand) US dollars.
8 Provisional Contractual Reception of the Building
8.1. The Parties hereby agree that during the construction of the Building
according to the Construction Project, each completed construction phase will be
accepted by the Promissory Buyer based on Provisional Contractual Reception
Minutes.
8.2. Within maximum 3 working days, the Promissory Sellers will send the
Promissory Buyer a notice informing him about the completion of that phase.
8.3. Within maximum 3 working days after the receipt of the notice provided for
at Article 8.2., the Promissory Buyer will notify the Promissory Sellers and the
Provisional Contractual Reception Commission of the date established for the
acceptance of the completed construction phase.
8.4. In case the Provisional Contractual Reception Commission finds out on the
date provided for Article 8.3 above, any defect or incompliance with the
construction specifications in the Book of Specifications and Construction
Project, such defects will be specified in a report signed by the Provisional
Contractual Reception Commission and by the Promissory Sellers. The signing
parties will mutually agree a deadline for the correction of defects, which may
not exceed the term established through the Book of Specifications and
Construction project for the completion of that phase. Should the Provisional
Contractual Reception Commission finds, upon the repair deadline, that the
defects have been corrected and the construction phase has been completed in
accordance with the provisions in the Book of Specifications and Construction
Project, a new deadline will be determined for the reception of the construction
phase. Otherwise, a new deadline for the correction of defects shall be agreed,
only once, in accordance with the provisions of the present Article.
8.5. The acceptance of any construction phase of the Building will only be made
through a Provisional Contractual Reception Report signed without any objection
by the Provisional Contractual Reception Commission and by the Promissory
Sellers.
8.6. The cost of the works remained to be commissioned upon the signing of the
Preliminary Contractual Reception Report, determined under the Construction
Project, may not exceed 10% of Purchase Price.
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8.7. The Preliminary Contractual Reception Commission cannot act in the case
where on the date when it is summoned in the conditions provided by the present
Promissory Agreement, more than two completed construction phase of the Building
have not been accepted by the Promissory Buyer in accordance with Article 8.5.
herein. In the case where the Preliminary Contractual Reception Commission
cannot act, as provided herein, the Promissory Agreement will fully terminate
without any other formality or action in court.
9 Preliminary Contractual Reception of Building
9.1. Immediately after the legal reception of the Building upon the completion
of the works by the Promissory Sellers, as owners, according to the laws
pertaining to the reception of constructions and related installations, but not
later than two (2) working days after the legal reception, the Promissory
Sellers will notify the Promissory Buyer in writing about the date established
for the conclusion of the Preliminary Contractual Reception Report.
9.2. The conclusion date of the Preliminary Contractual Reception Report may
not be determined by the Promissory Buyer earlier than 5 (five) working days
after the receipt by the Promissory Buyer of the notification sent under art.
9.1.1 herein.
9.3. On the agreed date, the Preliminary Contractual Reception Commission will
come together at the Building address and will carry out the inspection for the
making and signing of the Preliminary Contractual Reception Report.
9.4. In the case where on the date established for the reception of the
Building, the Preliminary Contractual Reception Commission finds out any defect
or incompliance with the construction specifications in the Book of
Specifications and Construction Project, such defects will be specified in a
report signed by the Preliminary Contractual Reception Commission. The
Preliminary Contractual Reception Commission shall establish a deadline for the
correction of defects, which may not exceed 15 Working Days. At the expiration
of the deadline for the correction of defects, a new deadline for the
contractual reception of the Building will be determined not later than 3
Working Days from the expiration of the deadline for the correction of the
defects. In the case where after three consecutive deadlines for the correction
of defects determined in accordance with the present article, the Promissory
Buyer is not be satisfied with the correction of defects, the Promissory Buyer
may sign the Preliminary Contractual Reception Minute, the Purchase Price being
decreased accordingly with the value of the construction works which still
should be executed. In the case where the Parties shall not agree upon the
modality
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in which the Preliminary Contractual Reception should be made, the provisions of
Article 18.8. herein shall apply.
9.5. In case the Preliminary Contractual Reception Commission, acting as a
representative of the Promissory Buyer, fails to come to the Building on the
date established at art. 9.2 in this Promissory Agreement, the reception will be
considered made and a Preliminary Contractual Reception Report will be made up,
stating the written consent of the Promissory Buyer that he gives up the
transaction envisaged in this Promissory Agreement.
9.6. If after the completion of the Building and execution of the Preliminary
Contractual Reception Report, the Promissory Buyer refuses to sign the Property
Sale-Purchase Contract as per this Promissory Agreement, then the Promissory
Sellers will consider that as representing the written consent of the Promissory
Buyer that he gives up the transaction specified in this Promissory Agreement.
10 Conditions Precedent to the Transaction
10.1 The Transaction Date will be the first working day when the following
conditions precedent have been met to the full satisfaction of the
Parties or when the parties have waived them explicitly in writing:
10.1.1 Declarations and representations by the Parties in this
Promissory Agreement and in the Property Sale-Purchase
Contract are true, complete and accurate as of the date they
have been made;
10.1.2 All actions, agreements and approvals including but not
limited to the permits, licenses, authorizations, powers,
fees, costs or other acts, consents and approvals needed for
the conclusion of the Property Sale-Purchase Contract have
been obtained by the Parties under the terms of this
Promissory Agreement;
10.1.3 The Preliminary Contractual Reception Report has been signed
without any objection within maximum 10 working days before
the Transactions Date;
10.1.4 The Promissory Sellers submits a valid excepts of the Land
Register, showing that the Promissory Sellers are the only
owners of the Property and that the Property is free and clear
of all liens and cumbrances on the Transaction Date.
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10.1.5 The Promissory Sellers submits a valid excerpts of fiscal
registration for the Property;
10.1.6 The legal reception upon the completion of the works has been
carried out by the Promissory Sellers as owners, under the
terms and conditions in the laws pertaining to the reception
of construction and related installations, in force on the
reception date.
10.1.7 The Promissory Sellers provides the Promissory Buyer with
copies of all relevant documents pertaining to the status of
the Property, including but not limited to:
(i) Contracts concluded between the Promissory Sellers,
as owners of the Property, and the utility suppliers
of the Building, including but not limited to the
electricity, water, gas and sewerage supply
contracts;
(ii) Technical documentation that grounded the
construction and legal reception of the Building by
the Promissory Sellers as owners, including the Book
of the Building;
(iii) Construction license, as well as any other permit
obtained by the Promissory Sellers in connection with
the Building.
11 Declarations and Representations
11.1 Both Parties declare that the declarations and representations provided
in this Promissory Contract and in the Property Sale-Purchase Contract
are made in good faith, are complete and accurate as of the date they
have been made.
11.2 Declarations and representations by the Promissory Sellers
The Promissory Sellers declares and warrants the Promissory Buyer that
on the Signing Date the following are true, complete and accurate:
11.2.1 They have the capacity to enter this Promissory Agreement and
carry out the obligations that derive from/or pertain to this
Promissory Agreement;
11.2.2 This Promissory Agreement has been concluded in a correct
manner and provides valid and lawful obligations for the
Promissory Sellers, and binding under this Promissory
Agreement; and
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11.2.3 They have not concluded any other promise to sell, dispose of
or transfer in any way the Property to third parties, other
than the Promissory Buyer.
11.3 Declarations and representations by the Promissory Buyer
The Promissory Buyer declares and warrants the Promissory Sellers that
on the Signing Date the following are true, complete and accurate:
11.3.1 They have the capacity to enter this Promissory Agreement and
carry out the obligations that derive from/or pertain to this
Promissory Agreement; and
11.3.2 This Promissory Agreement has been concluded in a correct
manner and provides valid and lawful obligations for the
Promissory Buyer, and binding under this Promissory Agreement.
12 Obligations of Promissory Sellers
12.1 The Promissory Sellers hereby undertakes to complete the construction
of the Building on or by the Building Completion Date.
12.2 The Promissory Sellers undertakes to obtain by the Transaction Date all
the permits (including, but not limited to the construction license
that states that the destination of the Building is "office rooms"),
license and approvals or any other deeds requested for the conclusion
of the Property Sale-Purchase Contract and for the commissioning and
effective operation of the Building by the Promissory Buyer. The
Promissory Sellers undertakes to notify the Promissory Buyer within the
term specified at art. 8.2. in this Promissory Agreement, about the
completion of each construction phase in order to carry out the
provisional reception of that phase;
12.3 The Promissory Sellers may not burden the Property through any lien,
pledge or charge and may not enter any contract for the sale, lease or
other obligation pertaining to the Property, which would bind the
Promissory Buyer on the Transaction Date or thereafter, without the
written previous consent of the Promissory Buyer.
12.4 After the conclusion of the Property Sale-Purchase Contract, the
Promissory Sellers undertake within [____] working days to carry out on
behalf of the Promissory Buyer all the legal procedures for the
conclusion of new utility contracts between the Promissory Buyer and
the utility suppliers related to the Building.
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13 Obligations of Promissory Buyer
13.1 The Promissory Buyer undertakes to:
13.1.1 Execute the Property Sale-Purchase Contract on the Transaction
Date ; and
13.1.2 Pay for the costs of the Transaction, as follows: notary
charges and charges for the registration of the Property
Sale-Purchase Contract with the Land Register.
14 Joint Obligations
The Parties will act in good faith for the execution and performance or
initiation of all measures for the implementation of all duties and obligations
under this Promissory Agreement and under the Property Sale-Purchase Contract on
the Transaction Date.
15 Termination of Promissory Agreement
15.1 Either Party agree to do its best to take or cause the taking of the
measures for the implementation of or initiation of implementation of
construction, and to assist and cooperate with the other Party in the
execution of all acts that are requested, correct or needed for the
conclusion of the Property Sale-Purchase Contract.
15.2 Should the Property Sale-Purchase Contract be not concluded under the
terms and conditions in this Promissory Agreement, unless the Parties
have otherwise agreed in writing, the Parties agree that:
15.2.1 this Promissory Agreement will fully terminate without any
other formality and action by a court; and
15.2.2 the entitled Party will commence the procedure for the
execution of the bank guaranty of the Party in default.
15.3 Should the Promissory Sellers fail to observe the obligation under art.
12.3. in this Promissory Agreement and such breach is found out by the
Promissory Buyer based on the information in the Land Register
certificate, this Promissory Agreement will fully terminate without any
other formality or action in court.
16 Transfer
16.1 Neither Party may:
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16.1.1 Transfer, pledge, secure by, charge, sublease or divide,
partially or in full, its rights under this Promissory
Agreement until the Transaction Date, sau
16.1.2 Create any pledge, institute a lien, charge, transfer, option
or other right or interest in favor of third parties, under
this Promissory Agreement, directly or indirectly, in relation
with the Property, or
16.1.3 Make disposal deeds in relation with the Property until the
Transaction Date.
17 Notices
17.1 Any notification, request or communication by either Party, which will
be sent or made under this Promissory Agreement, will be made in
writing. Such notification, request or communication will be duly
served if delivered in person, by mail or fax to the addressee Party at
the address mentioned below or at any other address notified by the
Party to the Party that sends the notification, request or
communication.
For the Promissory Sellers the notifications will be made to Mr.
Nicolae Eftimie:
Address: Str Dimitrie Racovita no. 14, sector 2, Bucharest
Fax: 32 60160
e-mail: hathor@softnet.ro
For the Promissory Buyer the notifications will be made to Mr. Horia
Profeta:
Address: Str. Argentina no. 5, sector 1, Bucharest
Fax: 231 6743
e-mail: Horia.Profeta@catsemi.ro
18 Miscellaneous
18.1 Neither amendment to this Promissory Agreement will be valid unless
made in written and signed in original by both Parties. Verbal
amendments will not be considered.
18.2 Any provisions in this Promissory Agreement, which will prove to be
illegal, null or void, will not apply but will not cancel the other
provisions in this Promissory Agreement.
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18.3 The Parties will do their best to agree the change of this Promissory
Agreement as to include a new provision that will have the closest
effect to the illegal, null or void provision.
18.4 Failure by either Party to exercise or realize any right to which it is
entitled through this Promissory Agreement will not be considered as a
waiver to that right and will not prevent the exercise or realization
of such right at any further time or times.
18.5 This Promissory Agreement is also applicable and opposable to the
Parties' successors.
18.6 All documents that will be provided, as well all the notifications
netween the Parties in relation with this Promissory Agreement will be
made in Romanian or, if made in another language, will have attached a
certified translation which will be the official version for the
Parties.
18.7 The terms and conditions in this Promissory Agreement will be governed
and interpreted according to the Romanian law.
18.8 Any dispute arising from or connected with this Promissory Agreement,
including the conclusions, execution or termination, will be settled by
arbitrage by the International Court of Commercial Arbitrage at the
Chamber of Commerce and Industry of Romania, according to its
arbitration rules. The arbitration resolution will be final and
binding.
18.9 Either Party undertakes to carry out all the procedures, documents,
warrants, acts or thins with due diligence for the conclusion of the
described transactions and to give effect to the terms in this
Promissory Agreement.
18.10 The Promissory Buyer shall be bound of the obligations provided by the
present Promissory Agreement, provided that all Promissory Sellers
shall observe and fulfill the obligations provided herein.
18.11 This Promissory Agreement has been concluded in five (5) originals, one
original for each Party and one original for the Notary Public.
18.12 This Promissory Agreement contains the entire agreement and
understanding between the Parties regarding the transfer of the
ownership title of the Property and replaces any other previous
agreement made between the parties pertaining to the subject of this
Promissory Agreement.
Signed by the Parties or through their duly representatives on the date below:
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Signed by }
Constantin Cristian Fusneica }
Signed by }
Nicolae Eftimie. }
Signed by }
SC HATHOR SRL through }
Luminita-Mari-Jeane Eftimie
Signed by }
SC CATALYST SEMICONDUCTOR }
ROMANIA SRL }
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