Exhibit - 10.17 Agreement on purchase of office building located in Taiwan dated April 14, 2006, between Diode-Taiwan and First International Computer, Inc.
Exhibit
- 10.17
Agreement
on purchase of office building located in Taiwan dated April 14, 2006, between
Diode-Taiwan and First International Computer, Inc.
Date:
April 14, 2006
Buyer:
Diodes Taiwan Inc. (hereinafter referred to as Party A)
Seller:
FIC (hereinafter referred to as Party B)
On
the
transaction of the real estate hereunder which Party B sells to Party A, both
parties hereby enter into this Agreement and agree upon the terms and conditions
below:
Article
I: Target real estate under transaction: As per entries of the registration
transcript (Cf. Appendix I).
Descriptions
of land:
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1.
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Xxx
Xx. 000 Xxxxxxx Xxxxxxx, Xxxxxxxx Xxxx, Xxxxxx Xxxxx, Xxxxxx, in
category
of construction, 175.11 M2,
holding 1,526/10,000 ownership
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2.
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Xxx
Xx. 000 Xxxxxxx Xxxxxxx, Xxxxxxxx Xxxx, Xxxxxx Xxxxx, Xxxxxx, in
category
of construction, 4.82 M2,
holding 1,526/10,000 ownership
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3.
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Xxx
Xx. 000 Xxxxxxx Xxxxxxx, Xxxxxxxx Xxxx, Xxxxxx Xxxxx, Xxxxxx, in
category
of construction, 53.23 M2,
holding 1,526/10,000 ownership
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4.
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Xxx
Xx. 000 Xxxxxxx Xxxxxxx, Xxxxxxxx Xxxx, Xxxxxx Xxxxx, Xxxxxx, in
category
of construction, 5,337.23 M2,
holding 925/10,000 ownership
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Descriptions
of Buildings:
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1.
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Building
#1363, i.e., 0X, 00 Xxxxxxxx Xxxx, Xxxxxxxx Xxxx (xx Lot Nos. 185,
203,
Fuhsing Section), 1,020.42 M2
in
total floor space, plus 58.35 M2
as
verandah, 2.45 M2
as
flower bed areas, for ownership in full, along with building in co-use:
2,652.84 M2
in
Building #1377 Fuhsing Section, holding 475/10,000 ownership ratio,
along
with parking units #97, 98, 99.
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2.
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Building
#1371, i.e., 0X, 00 Xxxxxxxx Xxxx, Xxxxxxxx Xxxx (xx Lot Nos. 185,
202,
203, Fuhsing Section), 1,138.23 M2
in
total floor space, plus 62.47 M2
as
verandah, 2.45 M2
as
flower bed areas, for ownership in full, along with building in co-use:
2,652.84 M2
in
Building #1377 Fuhsing Section, holding 531/10,000 ownership ratio,
along
with parking units #91, 92, 93.
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3.
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Building
#1373, i.e., 0X, 00 Xxxxxxxx Xxxx, Xxxxxxxx Xxxx (xx Lot Nos. 185,
202,
203, Fuhsing Section), 1,138.23 M2
in
total floor space, plus 62.47 M2
as
verandah, 2.45 M2
as
flower bed areas, for ownership in full, along with building in co-use:
2,652.84 M2
in
Building #1377 Fuhsing Section, holding 531/10,000 ownership ratio,
along
with parking units #53, 54, 55.
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Article
II: Price of transaction:
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(I)
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Price
for buildings (including parking units): NT$53,296,315. Besides,
Party A
agrees to pay for Party B the 5% VAT required for invoicing, i.e.,
NT$2,664,816.
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(II)
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Price
for land: NT$141,713,985.
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(III)
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The
grand total of (I) and (II) above comes to
NT$197,675,116.
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Article
III: Terms of payment and fulfillment:
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(I)
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The
1st
payment: Party A shall pay Party B NT$19,501,030 upon execution of
this
Agreement.
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(II)
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The
2nd
payment: On May 8, 2006 after Party B provides all documents required
for
ownership transfer registration to the appointed title agent, Party
A
shall pay Party B another sum of NT$19,501,030. At the same time
when
Party A pays the second payment to Party B, Party A shall issue a
promissory note on May 8, 2006 as the date of issue and June 15,
2006 as
the date of maturity, amounting to NT$158,582,380, non-negotiable,
pay to
the order of Party B, to guarantee Party A’s payment of the final balance
amounting to NT$158,582,380. Upon the moment when Party B receives
the
final balance, the aforementioned promissory note to guarantee the
final
balance shall be returned to Party A forthwith. In the event that
Party B
gets the aforementioned promissory note lost and this makes the promissory
note unable to be returned to Party A, Party B shall indemnify Party
A
from all losses so incurred.
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(III)
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The
final balance amounting to NT$158,673,056: Party B shall transfer
the
ownership to Party A on or before May 31, 2006. Party A shall use
the
Premises under the Agreement to obtain mortgage loan from a financial
institution(s) to pay the NT$158,673,056 balance by remitting the
final
balance into Party B’s A/C#45010211343~3 at Fubon Commercial Bank Taipei.
In the event that the bank loan obtained by Party A is less than
the final
balance, Party A shall pay the spread with a non-negotiable cash
bank
check to clear off the final balance within thirty days after obtaining
the titles of the Premises.
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(IV)
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Upon
receipt of each payment from Party A, Party B shall issue an invoice
of
the equivalent amount to Party A.
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Article
IV: Ownership transfer registration and hand-over of the
Premises:
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(I)
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Party
A agrees that the ownership transfer registration and the procedures
to
obtain a mortgage loan from a bank be handled by the title agent
appointed
by Party B.
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(II)
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During
the process of the ownership transfer registration and all procedures
required under the Agreement, whenever Party B is required to provide
additional documents or affix seals additionally, Party B shall render
cooperation forthwith without delay for any
reasons.
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(III)
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Party
B shall have the ownership of the aforementioned land and buildings
transferred to Party A and have the Premises handed over to Party
A, have
the certificates to verify the rights to use the parking units, handed
over to Party A not later than May 31, 2006. In the event that Party
A
clears off all payments in full before May 31, 2006, Party B shall
have
the supporting certificates verifying the aforementioned Premises
and
parking units to Party A at the same time when Party B receives the
final
balance from Party A.
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Article
V: Party B’s responsibilities:
Party
B
undertakes and guarantees clean and clear ownership of the Premises hereunder,
free of any defect, multiple sales, unlawful occupation of other’s land,
unlawful addition, or financial dispute with the construction contractor, or
leasehold agreement executed with a third party for Premises on 0X, 00 Xxxxxxxx
Xxxx, Xxxxxxxx Xxxx. In case of
any
of
the aforementioned problems, Party B shall get them cleared up on or before
May
31, 2006. Party B shall clear off mortgage or other rights upon the Premises
which have established prior to execution of this Agreement, if any, before
Party A completes the payment of final balance so that Party A may obtain bank
loans as planned. In the event that Party A notices any dispute over the
ownership which undermines Party A’s interests after execution of this
Agreement, Party A may demand that Party B solve such dispute within the
specified time limit. In the event that Party B fails to solve within the
specified time limit, Party A may have the agreement terminated and claim for
indemnity for the losses so incurred.
Article
VI: Tax burden:
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(I)
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The
deed tax, stamp tax, registration fees, mortgage fee, and the agent’s
handling fee for mortgage shall be borne by Party A. The Agreement
execution fee NT$3,000 and the ownership transfer handling fee NT$27,000
for the title agent shall be equally split by both parties. The land
value
increment tax shall be borne by Party
B.
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(II)
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The
house tax, land price tax, government construction benefit tax, water,
electricity bills, phone bills of the Premises incurred prior to
the
hand-over date shall be borne by Party B and those incurred thereafter
shall be borne by Party A. In the event that Party B has not completed
the
ownership transfer registration upon hand-over, the aforementioned
expenses shall be borne by Party B and will not be borne by Party
A until
the ownership transfer registration is
completed.
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(III)
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Any
matters insufficiently provided for herein shall be subject to laws
and
regulations concerned, and shall be equally split by both parties
if not
provided in laws and regulations
concerned.
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Article
VII: Default responsibilities:
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(I)
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In
the event that Party A is overdue in payment due to a factor attributable
to Party A itself, Party A shall be subject to a default penalty
at 1‰
(0.1%) of the total price for each day overdue as punitive
penalty.
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(II)
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In
the event that Party B is overdue in providing the documents required
under the Agreement for ownership transfer registration or other
obligations under the Agreement due to a factor attributable to Party
B
itself, Party B shall be subject to a default penalty at 1‰ (0.1%) of the
total price for each day overdue as punitive penalty payable to Party
A.
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Article
VIII: Termination
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(I)
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Where
either party violates this Agreement, delays or fails to fulfill
its
obligations under the Agreement, the other may claim the defaulting
party
for default penalty in accordance with the Agreement the preceding
Article
and may, in addition, urge the defaulting party to complete corrective
action within a minimum of fifteen days. Such party may inform the
defaulting party in writing to have the agreement terminated if the
defaulting party fails to fulfill the obligations or complete corrective
action within the specified time
limit.
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(II)
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In
the event that the Agreement is terminated as a result of factor
attributable to Party B, Party B shall return the received amount
to Party
A in full forthwith at double amount. In the event that the Agreement
is
terminated as a result of factor attributable to Party A, the payment
already made by Party A shall be confiscated by Party B to indemnify
Party
B from the losses so incurred.
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(III)
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Either
party who claims for damages indemnity in the event that the preceding
paragraph is free of the burden of proof for the damages so incurred.
Even
if the substantial damage exceeds the amount defined above, such
party
shall not claim for an amount beyond the specified
amount.
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Article
IX:
The
Premises of 0X, 00 Xxxxxxxx Xxxx, Xxxxxxxx Xxxx, 0X, 52 Minchuan Road, Hsintien
City and parking units 53, 54, 55, 91, 92 and 93 are being leased to a third
party QDC TECHNOLOGIES, INC. and SysJust the Lease Agreements of which are
provided in Appendix II hereto. When Party A completes payment of the final
balance, Party B will transfer the rental credits to Party A and Party A may
collect the rental payment every month. Party B shall further hand over the
security deposit (performance bond) received from the aforementioned Lessees
to
Party A within three days after Party A completes the payment in full, and
shall
inform the Lessees of the facts of rental credit transfer.
Article
X: Other clauses:
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(I)
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Where
both parties are required to report to, obtain permit from or file
other
application to the competent authority, or to make a decision, disclose
or
complete other procedures, such parties shall take the initiative
to
complete such acts in accordance with laws and regulations
concerned.
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(II)
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The
Premises under the transportation shall be pursuant to the entries
to the
land and building registry books upon execution of this Agreement.
In case
of a discrepancy between the status
quo
and the registry entries and such discrepancy may be made up by Party
B
(including affixing seal), Party B shall do so without refusal or
demanding payment extra as soon as requested by Party A. The handling
fees
so incurred shall be borne by Party
A.
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(III)
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Any
matters insufficiently provided for herein shall be subject to solution
according to laws and regulations concerned, customs and bona
fide
principles.
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(IV)
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On
a dispute arising herein regarding validity, enforcement or otherwise
of
this Agreement, if any, both parties agree that Taipei District Court,
Taiwan should be the jurisdictional court for the first
instance.
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This
Agreement bears the full accords of both parties and comes into effect after
being affixed with seals by both parties, and is made in triplicate with each
party and the witness holding one hereof.
Appendix
I: Land and building registry transcripts in Xerox copies
(photocopies).
Appendix
II: The Lease Agreements in Xerox copies (photocopies).
Parties
to the Agreement:
Party
A:
Diodes Taiwan Inc. (Affixed with seal)
Corporate
Identity Code: 22662756
Responsible
person: Soong Kung-yuan (Affixed with seal)
Address:
2F., Xx.000-00, Xxxxx Xxxxx Xxxx, XxxxXxxx Xxxx, Xxxxxx Xxxxxx 000,
Xxxxxx
Party
B:
First International Computer, Inc. (Affixed with seal)
Corporate
Identity Code: 2084-0777
Responsible
person: Xxxxx Xxxx-xxx (Affixed with seal)
Address:
0X, Xx.000, Xxxx Xxxxx Xx., Xxxxx, Xxxxxx, Xxxxxx 114
Witness:
Xxx Xxx-shun (Signed)
ID
Card:
Q100937668
Address:
0X, 00, Xxxx 000, Xxxxxxxxxx Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxx
Telephone:
0000-000-000 2502-2637
