PURCHASE AND SALE OF MOVABLE PROPERTY EDIN SpA
Exhibit 10.5
PURCHASE AND SALE OF MOVABLE PROPERTY
EDIN SpA
A
XXXXXX SpA
In La Serena, on January 12, 2021, between Xx. XXXX XXXXXXXX XXXXXXXXXXX, Chilean, married, lawyer, identity card for foreigners number 24.907.131-5, on behalf, as evidenced, of XXXXXX XxX, a business company their name, unique tax roll number 76.153.953-1, both with address at Ruta D-43, D-421, Tambillos, Coquimbo commune, hereinafter and indistinctly "the seller" or "the seller", on the one hand and on the other, Mr. XXXXXXXXX XXXXXX XXXXXXXXX XXXXXXXX, Chilean, single, surgeon, identity card for foreigners number 24.155.093-5, representing, as evidenced, XXXX XxX, company of the line of business of its name, single role tax number 00.000.000-0, both domiciled at Ruta D-43, D-421, Tambillos, Coquimbo commune, hereinafter and indistinctly as "the buying party" or "the buying party", the appearing parties, all of legal age , the following sales contract has been agreed:
FIRST. BACKGROUND. XXXXXX SpA is the owner of a series of materials, parts and construction elements, which are singled out in an annex that forms an integral part of this contract.
SECOND. BUY AND SELL. By this act XXXXXX SpA, sells, assigns and transfers to XXXX XxX, who, buys, accepts and acquires for itself, all the goods described in the first clause preceding.
THIRD. PRICE. The sale price is the sum of $2,137,155,875 CLP (plus VAT), price to be paid by bank transfer to the seller.
The price will be paid once: /a/ EDIN SpA disposes of the property PROPOSED LOT, resulting from the merger of Lot One A-Eight, located at calle San Xxxxx number one thousand five hundred and ninety, and Lot One A - Nine, located at San Xxxxx street number one thousand six hundred, both resulting from the subdivision of Lot One indent A, which resulted from the merger of several lots, and these, in turn, resulting from various mergers and subdivisions of the following properties: a) Site or Lot B, located in the Barrio Industrial Sector of Alto Xxxxxxxx; b) Site or Lot Four, resulting from the subdivision of the aforementioned Lot B; and c) Lot B, resulting from the subdivision of the Rest of the El Recreo Estate, all located in the commune of Coquimbo, owned by EDIN SpA; or, /b/ the period of 5 years counted from the date of subscription of this instrument elapses; Whichever event occurs first.
It is expressly stated the amounts owed in this instrument do not accrue interest
FOURTH. STATE OF ASSETS. The Assets are sold in the state in which they are found, which is known to the buyer, with the seller responding.
FIFTH. DELIVERY. The delivery of the goods sold is carried out in this act, declaring the buyer to have received them to their entire satisfaction.
SIXTH. COMPLIANCE WITH AGREEMENTS. The parties expressly state for the record that they have fulfilled any commitment, verbal or written, or contract of promise of sale that may have been entered into previously.
SEVENTH. RESOLVING ACTIONS. The parties expressly declare that they renounce the resolving actions that may arise from the purchase contract contained in this instrument.
EIGHTH. ADDRESS. The parties establish as domicile, for all legal effects derived from this contract, the city of La Serena, extending jurisdiction before its Courts of Justice.
NINTH: PENALTY CLAUSE. The parties stipulate that in the event of a breach of the obligation established in the third clause (payment of the price), the purchasing party will be obliged to pay the sum of $96,777,455,CLP as a conventional and anticipated valuation of the damages and detriments that the breach causes. It is expressly stated that none of the amounts owed in this instrument accrue interest.
LEGAL REPRESENTATION: The legal capacity of Mr. Xxxxxxxxx Xxxxxxxxx Xxxxxxxx, is recorded in a public deed dated November 30, 2018, granted before Xx. Xxxxx Xxxxxxx Xxxxxxx, Notary Public of La Serena.
_________________________
EDIN SpA
pp. XXXXXXXXX XXXXXX XXXXXXXXX XXXXXXXX
_________________________
XXXXXX SpA
pp. XXXX XXXXXXXX XXXXXXXXXXX
ANEXO COMPRAVENTA DE BIENES DE MUEBLES
EDIN SpA
A
XXXXXX SpA
| Uds. | Importe/unidad | CLP | |
| Fundaciones tipo 1 | 106 | 981.209 | 177.211.686 |
| Pilares 40x6x10 | 106 | 1.680.932 | 303.585.409 |
| Vigas fundación 40x40 | 980 ml | 112.060 | 187.111.957 |
| Panel 12 de 2,50 | 9421m2 | 91.532 | 1.469.246.823 |
| 2.137.155.875 |
