THIS AGREEMENT is made as of the 16th day of August 1999
BETWEEN
(1) XXXXXXX XXXXXX LIMITED, a company registered in England (registered number
3445941) ("BB") at 000 Xxxxxx Xxxxxx, Xxxxxxxxxx X0 0XX, and
(2) TELTRAN INTERNATIONAL GROUP, LIMITED, a Delaware Corporation ("Teltran") at
Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx
Operative Provisions
1. Sale
BB agrees to sell or to procure the sale with full title guarantee and
Teltran agrees to purchase the equipment ("the Equipment") all of which is
utilized to conduct the business of Channelnet Ltd. ("Channelnet") and
Atlantic Communications Corporation, Ltd. ("Atlantic") which constitutes all
the equipment previously used by the respective business. A brief detail of
the Equipment is set out in the Schedule which is presently incomplete. The
Equipment will become the property of Teltran when Teltran has paid the
consideration set out in clause 2 in full. The sale and purchase of any of
the Equipment is conditional upon the sale and purchase of all the
Equipment.
2. Price and Payment
The consideration for the Equipment shall be three hundred and thirty
thousand pounds (pounds 330,000) exclusive of VAT.
Teltran will pay the consideration to BB (or as it may direct) as follows:
2.1 in 18 equal monthly instalments of (pounds 18,333.33) the first
payment to be made on September 16, 1999 and the final payment to be
made on February 16, 2001
provided that Teltran may pay the outstanding balance in full at any
time on or before February 16, 2001.
In addition, this Agreement shall terminate if Teltran does not acquire
Channelnet.
Moreover,
3. Delivery
BB will procure that the Equipment is available at, or delivered to Exchange
House immediately upon completion of this Agreement.
4. Warranties
4.1 In addition to the warranty set forth in paragraph 1, BB warrants that
it has title to the Equipment and is able to transfer such title to
Teltran in accordance with the terms of this Agreement, and that the
Equipment as set forth above is suitable for use in the businesses of
its former subsidiary companies Channelnet and Atlantic ("the
Subsidiaries") as conducted at the date of this Agreement.
4.2 BB undertakes to procure forthwith any license, approval or other
consent required from any third party to complete the transfer of the
Equipment to Teltran and for this use of such Equipment by Teltran or
the Subsidiaries, and will indemnify and keep indemnified Teltran and
the Subsidiaries against any and all liabilities, costs, claims,
expenses, awards, damages, demands and losses which they may incur as
a result of or in connection with any failure by
BB to obtain any such license, approval or other consent. Any support
agreements related to the Equipment shall also be assigned.
4.3 BB will use its best endeavours to transfer forthwith the benefit of
any guarantee, condition or warranty which may have been given by the
manufacturer of the Equipment or otherwise implied in favour of BB to
Teltran and to the extent that the same is not so transferred to hold
the same on trust for Teltran.
5. Teltran's obligations
Teltran agrees that for period from completion of this Agreement to the date
that the purchase price is paid in full in accordance with clause 2 as follows:
5.1 to use the Equipment strictly in accordance with its current user
instructions and not without the prior written permission of BB (such
permission not to be unreasonably withheld or delayed), to interfere
with, adjust, modify or misuse it in any way, and to maintain the
Equipment in accordance with all written recommendations of the
relevant manufacturer/supplier provided to Teltran;
5.2 not without the prior written permission of BB (such permission not to
be unreasonably withheld or delayed) to remove the Equipment from the
address to which the Equipment was delivered pursuant to clause 3,
provided if the location of the business address of Channelnet or
Atlantic changes, the Equipment may be removed to such location;
5.3 not to sell, mortgage or charge the Equipment by way of security or
allow the Equipment to become subject to a lien or other encumbrance
other than a lien or encumbrance created or granted by BB; and
7. General
7.1 Any notices to be given under this Agreement shall be in writing and
shall be delivered by hand or sent by registered airmail post to the
party concerned at the address set out in this Agreement or any such
other address as may have been notified in writing by the relevant
party. Any such notice shall be deemed to have been received by the
addressee, if delivered by hand, upon delivery and, if posted, on the
fourth working day following the date of posting.
7.2 Teltran may assign its rights or obligations under this Agreement
provided Teltran shall remain liable hereunder. BB may not assign its
rights or any obligations under this Agreement but may assign its
rights under this Agreement provided that BB shall provide that such
assignee agrees that such rights are subject always to Teltran's
rights (including right of set off) under this Agreement.
7.3 This Agreement shall be governed in all respects by English Law and
all disputes arising in any way out of or affecting this Agreement
shall be subject to the non-exclusive jurisdiction of the English
courts.
7.4 Notwithstanding completion each of the obligations, warranties,
indemnities, agreements and undertakings contained in this Agreement
shall except in so far as full performed at completion, continue in
full force and effect.
7.5 This Agreement may be executed in any number of counterparts by the
different parties hereto or on separate counterparts, each of which
when executed and delivered shall constitute an original, but all of
which shall constitute one and the same instrument.
7.6 None of the rights of Teltran arising out of this Agreement shall be
varied or restricted by the giving of any time or other indulgence to
any person but shall only be affected by a specific waiver or release
by Teltran and any such waiver
or release shall be specific to the matters to which it relates, shall
not be deemed to be a waiver of any subsequent breach or default and
shall in no way affect the other terms of this Agreement.
XXXXXXX XXXXXX LIMITED
By: /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx, Director
TELTRAN INTERNATIONAL GROUP, INC.
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, President
