Exhibit 2.1
SHARE EXCHANGE AGREEMENT NO. 1
City: Moscow
Closed Joint-Stock Company North West Oil Group, hereinafter referred
to as the "Party 1". Represented by President ▇▇▇▇▇▇ Gurgenovich Malyshev acting
on the basis of the Articles of Association, and company Nord Oil International
Inc., hereinafter referred to as the "Party 2", re[resented by President
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ acting on the basis of the Articles of
Association, have concluded this Agreement as follows:
1. CONTRACTUAL SUBJECT
1.1 Party 1 exchanges one hundred per cent (100%) shares of the capital
stock in Limited Liability Company North-West Oil Group Saratov with the face
value of ten thousand (10,000.00) Rubles, of which Party 1 is the owner,
hereinafter referred to as the NWOG Saratov and NGEC Shares, and one hundred per
cent (100%) shares of the capital stock in Limited Liability Company the
Neftegazenergo Company with the face value of ten thousand (10,000.00) Rubles,
of which Party 1 is the owner, hereinafter referred to as the NWOG Saratov and
NGEC Shares, for fifty nine percent (59%) nominal equities of all issued and
outstanding stock in company Nord Oil International Inc. with the face value of
0.001 US Dollar, hereinafter referred to as the shares of Party 2, which will be
issued in the amount sufficient to enable completion of this transaction as a
part of the extra stock issuance. The procedure of extra-issuing of the Shares
of Party 2 shall be contemplated in the Special Terms (Schedule 1.1 hereto).
1.2 Exchange of the NWOG Saratov and NGEC Shares for the Shares of
Party 2 subject to the terms and conditions of thus Agreement shall be deemed
equivalent with no extra payments made.
2. REPRESENTAION AND WARRANTIES BY PARTY 1
2.1 Organization, Authority and Capacity
2.1.1. Limited Liability Company North-West Group Saratov and Limited
Liability Company Neftegazenergo Company, hereinafter referred to as NWOG
Saratov and NGEC, are companies with good financial standings, which have been
duly established and validly existing under the law of the Russian Federation,
and possess all the authority and capacity required.
NWOG Saratov and NGEC possess all corporate authority and capacity
required to own, lease and operate all and any of their asset and property and
to perform their business as it is currently performed.
NWOG Saratov and NGEC are entitled to perform foreign economic
activities and are in good financial standing. In event that any activity should
be performed that required obtaining any relevant authorizations, the NWOG
Saratov and NGEC may perform such activities to the extent that a necessary
authorization (license) has been obtained.
2.2 The NWOG Saratov and NGEC Shares have been duly authorized, issued,
paid in full, and free and clear of any encumbrances or limitations for
completion of the transaction contemplated under this Agreement .
2.3 Party 1 has produced to Party 2, true, duly certified, correct and
complete copies of the Certificates of Registration and the Articles of
Association of the NWOG Saratov and NGEC.
2.4 The transaction under this Agreement has been duly authorized by
Party 1 in the person of its competent management body.
2.5 Execution and performance of this Agreement shall not require from
Party1 or the NWOG Saratov and NGEC obtaining any additional authorizations or
contents, or any other actions, including filing at or notification of any
official or legal person. In the event that the need to perform any such actions
occur, Party 1 shall undertake to perform such actions within reasonable time
period and at its own expense.
2.6 This Agreement and any Schedules hereto, as well as the financial
statements of NWOG Saratov and NGEC and any other information as a whole,
transferred in writing by Party 1 and NWOG Saratov and NGEC or by of their
agents to Party 2, do not contain any untrue or misleading representations, and
represent a complete, valid and necessary information. There are no events or
conditions that have not been communicated to Party 2 in writing, which,
separately or in aggregate, could cause negative effect on NWOG Saratov and NGEC
or affect negatively Party 1 and NWOG Saratov and NGEC's ability to comply with
their obligations under this Agreement.
2.7 Party 1 and NWOG Saratov and NGEC have transferred or will transfer
to Party 2, before physical exchange under this Agreement, the financial
statements of NWOG Saratov and NGEC. The financial statements are valid, correct
and complete in all material aspects and accurately reflect the financial
standing of NWOG Saratov and NGEC and the results of their performance during
the reporting period, and they were prepared in compliance with Generally
Accepted Accounting Principles (GAAP). The aforementioned statements shall be
completed as of 31 December for two preceding annual periods subject to the GAAP
rules.
2.8 Since the date of completion of the Financial Statements, no events
have occurred which could cause material negative effect on NWOG Saratov and
NGEC.
2.9 Except for the items reflected in the Financial Statements in which
respect adequate provisions have been made, as of the date of their completion
and up to present, NWOG Saratov and NGEC have not assumed any direct or
contingent liabilities, obligations, claims or incurred any losses, damages,
shortages, or assumed any fixed or non-fixed, liquid or long-term, secured or
non-secured, charged, absolute, presumptive or other liabilities or obligations
in respect to payments of any nature whatsoever, which should, subject to the
Generally Accepted Accounting Principles, have been reflected in such Financial
Statements, and in which respects adequate provisions should have been made, the
value of which, separately or in aggregate, is in excess of 25,000.00 US
Dollars.
2.10 Except as otherwise provided in this Agreement, as of the date of
execution of the Financial Statements, NWOG Saratov and NGEC:
- have not made any alterations of their Article of Association, or
merged, consolidated or been taken over in any other manner whatsoever with or
by any person or enterprise,
- have not issued, provided for issuance, sold, redeemed, repurchased,
or acquired on any other manner, any options or rights of subscription, and have
not concluded any agreements or made any promises to issue, sale, redeem or
acquire in any other manner, any securities;
- have not assumed any debts under borrowed facilities, or any other
liabilities, which value is in excess of 25,000.00 US Dollars;
- have not declared for payment or paid any dividends, or made any
other distributions or paid any profits to their shareholders;
- have not made any amendments in their accounting practices or
procedures or the policy of depreciation calculation or asset retirement, other
than those provided for by the applicable laws or the Generally Accepted
Accounting Principles;
- have not granted any loans, credits, or made any advance payments,
other that payments made in the normal course of business;
- have not concluded any lease agreements (as a ▇▇▇▇▇▇ or lesser),
under which NWOG Saratov and NGEC are obliged to receive or make any payments
during any year, other than declared payments, and they have not sold, assigned
or disposed their assets or property in any other manner, or pledged any of
their assets or property, or amended any agreements, by which virtue their
assets or property are bound;
- have not made any acquisitions, in whole or partially, of any assets
or properties, or securities or a business as a whole of any persons;
- have not paid directly or indirectly, any of their material
obligations in any manner or way other than in the normal course of their
business;
- have not terminated (and have timely extended) or received any
notices (which were not subsequently withdrawn) of termination or failure to
extend validity of any agreement, terms and conditions of which bind their
assets, property, business, operations, development outlooks, performance
results or financial standing of NWOG Saratov and NGEC;
- have not concluded any contracts and completed any transactions,
which could increase their liabilities materially.
2.11 NWOG Saratov and NGEC are not in breach of any provisions of the
applicable law, decrees, prohibitions, judgments and do not violate any federal,
local or foreign laws, decrees or enactments of any governmental or regulating
bodies, courts, arbitration, which separately or in aggregate could cause
material negative effect on t NWOG Saratov and NGEC.
2.12 There are no unresolved or pending proceedings and no court
decrees, orders or any other judgments made by legal, governmental or regulating
bodies, including arbitration, in respect to NWOG Saratov and NGEC, or any other
claims in respect to NWOG Saratov and NGEC's Shares. To the best of Party 1's
knowledge, no claims or demands by legal, governmental or administrative bodies,
including arbitration, have been made against NWOG Saratov and NGEC.
3. REPRESENTATIONS AND WARRANIES OF PARTY 2
Party 2 hereby represents and warrants to Party 1 the following:
3.1 Party 2 is a public company registered with the US Securities
Commission, whose stock currently trades in the PinkSheet Exchange under code
NDOL, and in the Frankfurt Exchange under symbol CXIA;
3.2 Party 2 is a corporation duly organized, validly existing and in
good standing under the laws of the State of Florida and has all requisite
corporate power and authority to own or lease its assets, as well as to perform
its business as it is presently performed. Party 2 have undertaken any corporate
proceedings required by law or by provisions of this Agreement to be taken by it
in connection with the execution and delivery of this Agreement and the
consummation of the transactions contemplated by this Agreement.
3.3 Execution of this Agreement has been duly authorized by Party 2 and
constitutes the valid and binding agreement of Party 2 enforceable against Party
2 in accordance with its terms and the law.
3.4 The execution delivery and performance by Party 2 of this Agreement
and the consummation by Party 2 of the transactions contemplated hereby shall
not oblige Party 2 to obtain any required consent, approval or action of, or
make any filing with or give any notice to, any official or legal person.
3.5 The execution delivery and performance by Party 2 of this Agreement
and the consummation by Party 2 of the transactions contemplated hereby subject
to the terms and conditions hereof shall not:
- violate any provision of the Articles or Certificate of
Incorporation, by-laws or other charter or organizational document of Party2;
- violate, conflict with or result in the breach of any of the
terms of, result in any modification of the effect of, otherwise give any other
contracting party the right to terminate, or constitute (or with notice or lapse
of time or both constitute) a default under, any contract to which Party 2 is a
party or by which its assets or properties may be bound;
- violate any order, judgment, injunction, award or decree of
any court, arbitrator or governmental or regulatory body against, or binding
upon, or any agreement with, or condition imposed by, any governmental or
regulatory body, foreign or domestic, binding upon Party 2 or upon the
securities, assets or business of Party 2.
3.6 Party 2 acknowledges that all the issued and outstanding shares are
represented by the single share class as of the Effective date of this
Agreement. No preferred stock, or issued options and warrants of Party 2 exist.
All of two hundred and forty-eight million, two hundred and fourteen thousand,
one hundred and fifty-seven (248,214,157) shares issued by Party 2 are duly
issued and fully paid out equities without any right of additional contribution
and free of any preferred rights, which have been issued in accordance with the
applicable law of US and Germany that governs the matters of security
circulation. Party 2 hereby agrees to file with the relative bodies and conduct
the extra issuance of three hundred and fifty seven million,one hundred and
eighty six thousand and two hundred and thirty (357,186,230) shares assigned
under this transaction to Party1.
3.7 Party 2 shall undertake to transfer to Party1 true, correct and
complete copies of the Certificate or Articles of Incorporation (certified by
the Secretary of the State) and By-Laws or compatible instruments (certified by
the corporate secretary of Party 2). The minute books of Party 2 accurately
reflect all actions and resolutions taken at all meetings of the Board of
Directors and all General Meetings of Shareholders, as well as at the meeting of
any existing committees and commissions of Party 2.
3.8 As of completion of transactions, the Shares of Party 2 are issued
for Party 1, and as of their issuance and transfer subject to Schedule 1.1 such
Shares will be duly authorized, issued and fully paid-out without any right of
additional payments and free if any pledges, claims or encumbrances.
3.9 Neither Party 2 nor its assets are subject of any proceeding
involving voluntary or involuntary bankruptcy, insolvency or receivership.
3.10 Since 31 March 2006, there has not been any material adverse
change in the financial standing, assets or liabilities of Party 2, and Party 2
hereby represents that it has not:
- engaged in any material transaction outside the ordinary course of
business;
- made any capital expenditures other than in the ordinary course of
business;
- paid, loaned or advanced (other that the payment of salaries or
reimbursement of expenses in the ordinary course of business) any amounts to, or
sold, transferred or leased any properties or assets to or entered into any
other transactions with any of its officers or directors, any of its affiliates,
or any officer or director of its affiliates;
- made any material change in any method of accounting or accounting
practice;
- entered into any material guarantees or otherwise incurred or
suffered to exist any material contingent liabilities;
- paid or declared any dividend or other distribution in respect of its
capital stock, or set aside any suns for the payment of any such dividend or
other distribution;
- agreed, whether in writing or otherwise, to do any of the foregoing;
- suffered any labor trouble or any controversies with any of its
employees.
3.11 All agreements which materially affect Party 2 to which Party 2 is
a party or by which Party 2 or any of its property is bound which exist as of
the date of execution of this Agreement have been filed as exhibits to documents
filed by Party 2 (collectively the "Contracts") with the securities and exchange
commissions. Party 2 is not in default with respect to any material term or
condition o any such Contract, nor has any event occurred which through the
passage of time or the giving of notice, or both, would constitute a default
hereunder.
3.12 Party 2 is not in violation of any applicable order, judgment,
injunction, award or decree nor it is in violation of any federal, state, local
or foreign law, ordinance or regulation or any other requirement of any
governmental or regulatory body, court or arbitrator, other than those
violations which, in the aggregate, would not have a material adverse effect on
Party 2, and Party 2 has not received written notice that any violation is being
alleged.
3.13 To Party 2's knowledge, there are no orders to cease trading
against its directors or officers or any of its affiliates by any regulatory
authority of the United States of America or Germany.
3.14 To Party 2's knowledge, there are no investigations or inquiries
pending against Party 2 or its directors or officers by any stock exchange,
securities regulatory authority, taxing authority or any other governmental
department or agency.
3.15 All books, business records of the corporation and the financial
statements of Party 2 as of the date of physical performance of the exchange or
immediately preceding it, will be brought in compliance with and truly and
correctly reflect its financial standing.
3.1.6 This Agreement and Schedules hereto and other information
provided in writing by Party 2 or representatives thereof to Party 1, taken as a
whole, do not contain any untrue or misleading representations, and represent
complete, true and necessary information. There are no facts or conditions,
which have not been disclosed to the shareholders of Party 2 in writing which,
individually or in the aggregate, could have a material adverse effect on Party
2 or material adverse effect on the ability of Party 2 to perform any of its
obligations pursuant to this Agreement.
4. OBLIGATIONS OF PARTIES
Parties hereby acknowledge and agree to the following:
4.1 Each of the Parties shall execute such documents and other papers
and take such further actions as may be reasonably required or desirable to
carry out the provisions hereof and the transactions contemplated hereby. Each
such Party shall use its best efforts to fulfill or obtain the fulfillment of
the conditions of this Agreement.
4.2 Following the signature of this Agreement, Party 2 shall cause the
Articles of Incorporation and By-Laws of Party 2 to be amended:
- to set the number of directors at seven (7) or any number designated
by Party 1;
- to change the name of Nord Oil International Inc. to Nord-West Oil
Group.
4.3 Party 2 shall file with the regulatory bodies any and all forms
necessary to conduct the foregoing in accordance with securities laws and
regulations.
4.4 Party 2 shall cause four (4) designees of Party 1 to be elected as
directors of Party 2.
4.5 Following the signing of this Agreement ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall
remain as the Vice President, I.N. Bratchikov shall remain as Executive Vice
President and ▇▇▇▇▇▇ ▇▇▇▇▇▇, vice president shall also remain out of the
existing members of the Board of Directors, while the remaining members of the
Board of Directors shall resign through the resolution by the general meeting of
the shareholders of Party 2. The same resolution shall appoint into the Board of
Directors four (4) designees of Party 1. Additionally, by virtue of the same
resolution, the Chairman of Board and the President of Party 2 shall be
appointed.
4.6 In addition to the foregoing, no other amendments of, or
modifications to, the Articles or Certificate of Incorporation or By-Laws of
Party 2 shall be acceptable, nor any amendments or modification to the Articles
of Incorporation or by-laws unless under the directives of Party 1.
4.7 Delivery of Financial Statements
4.7.1 As soon as possible, each Party shall provide the following
Financial Statements to the other, which statements shall be collectively
referred to as the "Financial Statements":
4.7.1.1 audited balance sheets as of the end of each of the two most
recent fiscal years or such shorter period as they (including its predecessors)
have been in existence
4.7.1.2 the audited statements of income and cash flow for each of the
three fiscal years preceding the date of the audited balance sheet referred to
in 4.7.1.1 above or such shorter period as they Including its predecessors) have
been in existence;
4.7.1.3 the Balance Sheet as of 31 March 2006;
4.7.2 The Financial Statements referred to above, in par. 4.7.1.1 and
4.7.1.2 shall be audited by RSM Top-Audit, being duly registered and in good
standing with the securities and exchange commissions and certified by the
Public Company Accounting Oversight Board.
4.7.3 Party 2 and NWOG Saratov and NGEC shall also provide a letter
from its auditors referred to in (b) above in which the auditors shall state
that they will be able to complete its review of each company's interim
financial statements for filing, and as required by the Securities and Exchange
Commission and provide pro forma financial statements of Party 2 showing the
affects of the acquisition of NWOG Saratov and NGEC Shares, within 10 days after
the completion of the exchange hereunder.
4.8 Except as required by any applicable law, rule or regulation, the
Parties shall issue a press release and make a public statement with respect to
the transactions contemplated by this Agreement, subject to the procedure and
the content provided for by the regulations of the securities commission.
5. CONDITIONS PRECEDENT TO OBLIGATIONS OF PARTY 1
5.1 All approvals, authorizations, consents, permits and licenses from
governmental and regulatory bodies required for the transactions contemplated by
this Agreement and to permit the business currently carried on by NWOG Saratov
and NGEC to continue to be carried on by it substantially in the same manner
immediately following this date shall have been obtained and shall be in full
force and effect and without conditions or limitations reasonably unacceptable
to Party 2, and Party 2 shall have been furnished with appropriate evidence,
reasonably satisfactory to it and its counsel, of the granting of such
approvals, authorizations, consents, permits and licenses. There shall not have
been any action taken by any court, governmental or regulatory body then
prohibiting or making illegal on this date the transactions contemplated by this
Agreement.
5.2 All consents, permits and approvals from any third persons being
the parties to contracts with NWOG Saratov and NGEC that may be required in
connection with the performance by Party 1 of its obligations under this
Agreement or the continuance of such contracts with NWOG Saratov and NGEC in
full force and effect shall have been obtained.
5.3 No action, suit or proceeding shall have been instituted and be
continuing or be threatened by any Person to restrain, modify or prevent the
carrying out of the transactions contemplated hereby, or to seek damages in
connection with such transactions, or that could have a material adverse effect
on NWOG Saratov and NGEC or Party 2.
5.4 The capitalization of NWOG Saratov and NGEC is as represented at
execution of this Agreement.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF PARTY 2
6.1 The capitalization of Party 2 is as represented at the execution of
this Agreement.
6.2 Party 2 shall deliver the resignations and releases of its
directors that have resigned to permit the appointment of Party 2's nominees as
described in this Agreement.
6.3 Party 2 has filed with the securities and exchange commissions in
the United States and Germany, any and all periodic reports required to be filed
by it pursuant to Section 13(g) of the Securities ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇. Party 2 is
current in such filings. The information on such filing shall be furnished to
Party 1 within 3 days after the execution of this Agreement.
6.4 Party 2 has no liabilities or assets other than those disclosed.
6.5 Party 2 has obtained the approval of its Board of Directors of this
Agreement and the transaction contemplated hereby.
6.6 Party 2 shall cause a Statement to be filed with the security
exchange commissions disclosing that Party 2 has entered into this Agreement and
also the transaction contemplated hereby. Shareholders of Party 2 holding at
least a majority of its issued and outstanding equities, as of the record date,
have approved this Agreement and the transactions contemplated hereby either by
proxy or written consent.
7. MISCELLANEOUS
7.1 To the extent specified herein, time is of essence of this
Agreement and each Party hereto agrees and acknowledges to use their reasonably
best efforts to complete the transactions contemplated hereby in a timely
manner.
7.2 The Parties will execute and deliver such further documents and
instruments and all such acts and things as may be reasonably necessary or
requisite to carry out the full intent and meaning of this Agreement and to
effect the transactions contemplated by this Agreement.
7.3 Delivery of this Agreement may not be assigned by any Party hereto
without the prior written consent of the other Parties to this Agreement.
7.4 This Agreement may be executed in seven (7) counterparts, each of
which will be deemed as an original and all of which will together constitute
one and the same instrument.
7.5 Each Party will pay its legal expenses incurred in connection with
the transactions contemplated hereby, whether or not such transactions are
consummated; the Parties shall share equally the cost of the preparation and
execution of this Agreement.
7.6 Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but should any provision be unenforceable or invalid under such law, such
provision shall be ineffective only to the extent of such unenforceability or
invalidity, and the remainder of the Article as well as the balance of this
Agreement shall continue to be binding and in full force and effect.
7.7 Any notice, request, instruction or other documents to be given
hereunder by any Party hereto shall be in writing and delivered personally, by
facsimile transmission or telex, or sent by commercial overnight delivery
service or registered or certified mail (return receipt requested), postage
prepaid, addressed as follows:
If to CJSC North-West Oil Group:
Registered office:
12, letter B, Off 7N, ▇▇ ▇-▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇-▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Postal address: 1/19, Bld. 3, ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇
Tel ▇▇▇ ▇▇▇ ▇▇ ▇▇
Fax ▇▇▇ ▇▇▇ ▇▇ ▇▇
▇▇▇▇@▇▇▇▇.▇▇
If to LLC North-West Oil Group Saratov:
Regisitered office:12/16, Appr. ▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
Postal Address: 47, ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇-▇▇▇▇▇▇▇@▇▇▇▇.▇▇
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Tel ▇▇▇▇ ▇▇ ▇▇ ▇▇
Fax ▇▇▇▇ ▇▇ ▇▇ ▇▇
Postal address in Moscow: 1/19, Bld. 3, ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇
Tel ▇▇▇ ▇▇▇ ▇▇ ▇▇
Fax ▇▇▇ ▇▇▇ ▇▇ ▇▇
▇▇▇▇@▇▇▇▇.▇▇
If to LLC Neftegazenergo Company:
Registered office: 84, ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
Postal Address: 47, ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇-▇▇▇▇▇▇▇@▇▇▇▇.▇▇
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Tel ▇▇▇▇ ▇▇ ▇▇ ▇▇
Fax ▇▇▇▇ ▇▇ ▇▇ ▇▇
Postal address in Moscow: 1/19, Bld. 3, ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇
Tel ▇▇▇ ▇▇▇ ▇▇ ▇▇
Fax ▇▇▇ ▇▇▇ ▇▇ ▇▇
▇▇▇▇@▇▇▇▇.▇▇
If to Nord Oil International Inc:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
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Tel ▇▇▇ ▇▇▇ ▇▇▇▇
Fax ▇▇▇ ▇▇▇ ▇▇▇▇
Postal address in Russian Federation:
27, ▇▇▇ ▇-▇, ▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇
8. CONFIDENTIALITY
8.1 This agreement represents an instrument containing confidential
information, in which respect neither Parties may furnish any copies hereof to
any third persons or disclose in any other manner about intent or relationship
of the parties hereunder or any other events that any Party may come to know in
the course of execution or delivery of this agreement, except as otherwise
provided by the requirements of the applicable law.
9. DISPUTE RESOLUTION
9.1 The Parties agree to resolve any disputes arising out of this
agreement, including those related to its conclusion, validity, delivery,
termination, amendment, unenforceability or application of the effects of its
invalidity, in the Intraregional Arbitration Tribunal (IAT) (as a permanent
court of arbitration), the Moscow office, subject to the procedure specified in
IAT Dispute Resolution Guidelines. Any disputes shall be resolved under the
procedure set forth in IAT Dispute Resolution guidelines. IAT judgment shall be
final. The governing law shall be the ;aw of the Russian Federation.
10. FORCE MAJEUR
10.1 Neither Party shall be liable for default or improper performance
of its obligations under this agreement as a result of occurrence of any
extraordinary insuperable circumstances independent on the will or actions of
the parties hereunder due to which the parties hereunder are unable to perform
their obligations assumed under this agreement.
In particular, such force majeur events under this agreement may
include:
- fire, earthquake, flood and other acts of ogd
- riot, civil strike, insurrection or war
- amendment or issuance of existing or new legal and other regulations
in the Russian Federation that resulted in public changes of the
extent that hinders proper performance by the parties of their
obligations under this agreement
10.2 A good evidence of occurrence if the force majeur events and their
continuance under this agreement shall be any written certificate of relevant
authorities.
10.3 In event, that performance of any obligation under this agreement
becomes impossible in the result of occurrence of any force majeur events,
either party hereunder shall immediately notify the other party about occurrence
of the above events.
11. REPONSIBILITY OF PARTIES
11.1 A designated number of Shareholders of Party 2 specified in
Schedule 2. hereto shall bear secondary liability for obligations of Party 2 and
any other obligations and responsibility provided for in Schedule 1.1 hereto.
12. VALIDITY OF AGREEMENT
12.1 The agreement come into effect on 9 May 2006 provided all the
terms and conditions specified in Schedule 1.1 to this agreement are complied
with and remain effective until closure of payments between parties.
12.2 The agreement may be terminated at any time during the validity at
the parties' mutual consent. Termination of this agreement shall be executed as
a written agreement between the parties.
12.3 In the event of failure by Party 2 to comply with its obligations
hereunder, Party 1 may unilaterally withdraw from performing of this agreement,
with giving a relevant notice to Party 2, 5 days prior to termination.
Unilateral withdrawal by Party 2 from performing its obligations under this
agreement shall not be acceptable.
12.4 Any schedules, amendments and additions to this agreement shall be
incorporated into it and effective only when duly executed in writing and signed
by each party.
IN WITNESS WEREOF the parties hereto have set their hand and seal as of
the day and year first above written
By and on behalf of
CJSC North-West Oil Group
President
By and on behalf of
Nord Oil International Inc
President
By and on behalf of
LLC North-West Oil Company Saratov
General Manager
By and on behalf of
LLC Neftegazenergo Company
General Manager
