EXHIBIT 10.1
[TRANSLATION FROM HEBREW LANGUAGE]
Agreement
Entered into and signed in Petach Tikva on the 12th day of June 2002
between:
1. Mati Properties and Construction Ltd., PC 00-0000000
by its manager, Xx. Xxxxx Xxxxx
whose address for the purposes of this agreement is:
59 Even Gevirol St., Rosh Ha'ayin
(hereinafter: 'Mati Properties')
2. Xxxx Xxxxxxxx, ID 05623479-2
by his attorney-in-fact, Xx. Xxxx Xxxxxxxx
whose address for the purposes of this agreement is:
6 Rahash St., Hadera
(hereinafter: 'Avrahami')
Mati Properties and Avrahami jointly and severally,
(Mati Properties and Avrahami shall be called hereinafter: the
'Sellers')
the parties of the first part
and:
Isramco Inc. - Israel branch,
a foreign company, no. 00-000000-0
whose address for the purposes of this agreement is:
8 Granite St., Petach Tikva
(hereinafter: the 'Buyer')
the party of the second part
Whereas The Sellers are the registered owners of the parcel of land known as lot
2, block 6350, with a registered area of 31,879 sq. m., located in Segula,
Petach Tikva (hereinafter: the 'Lot') as evidenced by the Israel Land
Registry Office (the "Land Registry") abstract of title, a copy of which
is attached to this agreement and marked Appendix A; and
Whereas The Sellers wish to sell and transfer to the Buyer all their rights in
the Lot, and the Buyer wishes to purchase and receive by transfer from the
Seller, all of the Sellers rights in the Lot, all under the terms and for
the consideration as set forth below in this Agreement;
Therefore, it is agreed, declared and stipulated between the parties as follows:
1. The preamble and attachments, exhibits and appendices to this agreement
are an integral part thereof.
2. The Sellers hereby sell to the Buyer, and the Buyer purchases and receives
from the Sellers, the Lot and all of the Sellers' rights in the Lot under
terms and for payment as set forth below in this Agreement.
3. The Sellers hereby declare and warrant as follows:
a. That they are the legal and registered owners of the Lot, as
follows: : Avrahami -being the owner of a 3/32 portion of the Lot
and Mati Properties - being the owner of a 29/32 portion of the Lot.
b. That various equipment belonging to the Sellers and/or their agents
is currently stored and shall remain on that portion of the Lot
which is to be leased to the Sellers by the Buyer as set forth in
section 16 below.
c. That subject to sub-section b above, the Lot is free of any and all
encumbrances and/or liens and/or third party rights and shall be
transferred to the Buyer and registered in the Buyer's name in the
Land Registry,
4. The Buyer declares and confirms as follows:
a. That it has seen and inspected the Lot, its location, its zoning and
its legal and planning status, and has found the Lot suitable for
its needs and that it does not and shall not have any claim against
the Sellers on the grounds of unsuitability.
b. That it has been informed by the Sellers that the land is
agricultural land.
c. That it has received notice from the Sellers that waste or refuse is
situated on the Lot, most of which has been removed by the Sellers.
However, as of the date of the execution of this Agreement waste is
present on a portion of the Lot and that Buyer is purchasing the Lot
in "As Is" condition, subject to the terms set forth in section 13
below.
5. As consideration for the Lot and subject to performance of all the other
obligations of the Sellers under this agreement, Buyer shall pay to the
Sellers US$ 1,800,000 (One Million Eight Hundred Thousand United States
Dollars), payable in New Israel Shekel (NIS) (hereinafter: the
'Consideration'), plus Israel Value Added Tax ("VAT"), as required by law.
6. The Consideration shall be paid as follows:
a. Immediately after registration of a warning notation on the title in
favor of the Buyer in the Land Registry , the Buyer shall pay to the
Sellers the NIS equivalent of US$ 1.2 million (One Million Two
Hundred Thousand United States Dollars), plus VAT as required by
law.
In accordance with the instructions of the Sellers, the sum stated
in sub-section (a) above shall be transferred in full to Mati
Properties, upon receipt of a tax invoice as required by law.
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b. The balance of the Consideration, in an amount equal to US$ 600,000
(Six Hundred Thousand United States Dollars), shall be paid by bank
check no later than six months after the date of signing this
Agreement, subject to and against receipt of the certificates and
documents from the Sellers required for transferring the Lot into
the name of the Buyer in the Land Registry Office, as detailed
below:
1. Property transfer tax certificate
2. Certificate from Petach Tikva Municipality (including
confirmation in respect of Betterment Charge)
3. Betterment Tax and Sales tax certificate
4. Deeds of Sale signed by the Sellers and certified by their
attorney
5. Power of attorney as set forth in section 10 of this Agreement
6. A Resolution of the Board of Directors of Mati Properties in
respect of the sale of its portion of the Lot to the Buyer,
such resolution duly verified by an attorney or accountant
In accordance with the Sellers' instructions, the sum tendered in
sub-section (b) above shall be transferred to the Sellers such that
Mati Properties receive the balance due in the amount of US$
491,250, plus VAT as required by law, in exchange for delivery of a
tax invoice, and the NIS equivalent of US$ 168,750 shall be
transferred to Avrahami. In respect of the said share of Avrahami in
the Consideration, the Buyer shall issue his own invoiced in
accordance with regulation 6 (b) of the VAT Regulations (1976) and
shall report to the VAT authorities as required by law.
d. All payments shall be made in New Israel Shekels in accordance with
the representative rate for dollar exchange on the date of payment.
e. In the event of delay on the part of the Buyer in effecting a
required payment (or any part thereof) , the Buyer shall pay the
Sellers interest at the rate of 1% per month on the dollar figure of
such portion of the Consideration, in respect of the period of the
delay, in addition to and without derogating from the right of the
Sellers to enforce the Agreement and Sellers' other remedies under
this Agreement or under law.
f. A delay of over 14 days in effecting any payment and/or performance
of any material obligation shall represent a material breach of this
Agreement.
g. The party committing a material breach of this Agreement shall pay
the performing party , and/or a party willing to perform the terms
and conditions of the Agreement, liquidated damages at a rate
equivalent to 15% (fifteen percent) of the Consideration. The
parties represent that this sum is constitutes a reasonable estimate
of the anticipated damage that may likely result from a material
breach of the Agreement, as can be estimated by the parties at the
time of preparation of this Agreement. Payment of the compensation
set forth above shall not derogate from the right of the
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injured party to any other or any additional remedy under this
Agreement and/or under law.
h. The Sellers shall notify Buyer, upon seven days advance notice, of
the obtaining of all certificates and documents as detailed in
sub-section (b) above, and the Buyer undertakes to pay the entire
balance of the Consideration within seven days of such notification
by Sellers, in exchange for the forwarding to Buyer's representative
of all of the certificates and documents.
i. In the event that the certificates (as set forth in sub-section (h)
above) are not so produced within six months of the date of
execution of this Agreement, without derogating from sub-section (j)
below, payment of the balance of the Consideration shall be delayed
until such time as such certificates are produced. j. Any delay in
producing the documents and certificates detailed in sub-section (b)
above for reasons that are dependent upon and/or related to the
Sellers shall be considered to be a material breach of this
Agreement.
k. In the event that the Sellers do not effect any payment which they
are obligated to pay hereunder and which is required in order to
obtain the certificates for the transfer of title to the Lot into
the name of the Buyer, the Buyer shall be permitted (but not
required) to make the payment on behalf of the Sellers from the
balance of the Consideration owing to the Sellers , without
derogating from any other right and/or remedy afforded the Buyer
hereunder or under law.
7. All taxes, fees, municipal taxes and charges that currently and/or shall
apply to the Lot up to the date upon which possession of the Lot is given
to the Buyer shall be an obligation of and shall be paid by the Sellers,
and from such date upon which Buyer receives possession of the Lot, such
obligation shall be incumbent upon and paid by the Buyer. Any Betterment
charge, if imposed up to the date of execution of this Agreement, shall be
the obligation of and shall be paid by the Sellers, and if imposed after
the date of execution of this Agreement, shall become the obligation of
and shall be paid by the Buyer.
8. Possession of the Lot shall be transferred to the Buyer upon the execution
of this Agreement.
9. Attached hereto is a resolution of the Board of Directors of Mati
Properties and a resolution of the Board of Directors of the Buyer in
respect of the sale/purchase of the Lot.
10. At the time of signing this agreement, the Sellers shall sign an
irrevocable power of attorney under which they empower attorneys Noa
Landner and/or Yigal Karat and/or Xxxxx Xxxxxxxxx to take all actions
necessary to transfer ownership of the Lot to the Buyer. The above
attorneys shall transfer ownership of the Lot to the Buyer's name at the
Land Registry only subsequent to payment in full of the Consideration to
the Sellers, in accordance with the terms and conditions set forth in this
Agreement.
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It is agreed by the parties that the giving of this power of attorney
shall not absolve the Sellers of any obligation to sign document
themselves, if so required.
11. a. Betterment tax or income tax in respect of the transaction
hereunder, as well as sales tax, shall be an obligation of o and
shall be paid by the Sellers.
b. Purchase tax shall be an obligation of and shall be paid by the
Buyer.
c. Each party shall pay the fees of their own attorneys.
12. a. The Sellers undertake to transfer ownership of the Lot under the
Buyer's name at the Land Registry office located in Petach Tikva not
later than six months from the date of execution this Agreement, in
exchange for receiving the Consideration in full from the Buyer as
set forth herein.
b. Notwithstanding sub-section (a) above, the parties agree that should
there be any delay in producing the documents required for the
transfer due to reasons that are not connected with the Sellers, the
date for the transfer on the books of Land Registry as set forth in
sub-section (a) above shall be postponed accordingly. For the sake
of avoiding any possible doubt, the parties agree that the said date
shall not be postponed because of any dispute between the Sellers
and the authorities with regard to betterment tax charges or any
other similar charges, and it will be incumbent upon the Sellers to
pay and/or guarantee such charges in another manner, in order to
comply with the undertakings of this sub-section on the due date.
c. The parties agree that the Sellers shall be considered as having
performed their obligation to transfer ownership in the Lot under
sub-section (a) above upon depositing with the Buyer (or the Buyer's
representative, if so instructed by the Buyer), all documents
required from the Sellers in order to transfer ownership of the Lot
into the Buyer's name, with the Lot being free of lien, encumbrance,
mortgage or any third party right.
13. The parties agree that all of the Sellers' rights to claim against Petach
Tikva Municipality and/or any other third party, in anything regarding and
relating to the Lot and/or the rights therein and/or the use thereof
and/or appropriate usage charges and/or the dumping of waste on the Lot
and/or its non-removal, including any expense and/or payment and/or damage
caused to the Sellers in this regard, are hereby assigned and endorsed to
the Buyer. However, the parties agree that any sum received by the Sellers
from anything regarding and relating to the claims and actions set forth
above in this sub-section, (whether through legal process, by compromise
or in any other way), less legal fees, shall be shared between the Sellers
and the Buyer in such a manner that the Sellers shall be entitled to 1/3
of any sum received , and Buyer shall be entitled to 2/3 of such sum.
The Sellers undertakes to help the Buyer to the best of their ability in
any way involves and is related to the such claim, including producing any
document, receipt or certificate required.
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For the sake of avoiding any possible doubt, the parties agree that the
Buyer alone shall be entitled to in his name and at his expense, claim
and/or manage any legal or other process in everything relating to and
regarding the waste, and to agree to any compromise in his sole and
absolute discretion in any such process or procedure. However, there is no
obligation hereunder imposed upon the Buyer to make any claim and/or
manage any legal process.
14. a. A party making any payment that is incumbent on the other party
under this agreement shall be entitled to its repayment and/or its
off-set, along with linkage differentials and interest as set forth
in applicable law.
b. The parties undertake to take every action, produce every
certificate and sign every document required in order to fulfill the
terms and conditions of this Agreement.
15. Any waiver, reduction or extension given by either party shall not be
valid unless given in writing and signed. Failure by either party to
exercise any of its rights under this Agreement shall not be considered to
be a waiver of such rights. Any modification of this Agreement shall not
be valid unless made in writing and signed by both parties.
16. The parties agree that at the time this Agreement is executed a rental
agreement shall be signed between them in the form attached as Appendix B,
by which the Buyer shall lease the Lot to the Sellers under the terms and
conditions and for the payment specified in such rental agreement.
17. The addresses of the parties are as set forth in the preamble to this
agreement and any notification with regard to this Agreement shall be sent
by one party to the other by registered mail or delivered by hand, and
such notification shall be considered to have been received by the
addressee within four days of being dispatched by mail , or on being
handed over if delivered by hand.
In witness whereof, the parties have affixed their signatures:
/s/ Xxxxxx Xxxxxx
/s/ Xxx Xxxxx /s/ Xxxx Xxxxxxxx /s/ Xxxxx Xxxxx
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Isramco, Inc. Xxxx Xxxxxxxx Mati Properties
by his attorney-in-fact and Construction Ltd.
Xxxx Xxxxxxxx
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