DEED OF INDEMNITY
Dated
27th November, 2003
THIS
DEED OF INDEMNITY
is made
the 27th day of November, 2003.
BETWEEN:
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(1)
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FERRARI
SpA, a company incorporated in Italy of 41053 Maranello (Modena),
Xxx
Xxxxxxx Xxxxxxxxx 0, Xxxxx. (“Fenari”);
and
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(2)
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ITALIAN
MOTORS (SALES & SERVICE) LIMITED, a company incorporated in Hong Kong
having its registered office situate at 00 Xxxx Xxxx Xxx Xxxx, Xxxxxxxx,
Xxxxxxx, Xxxx Xxxx (“IMSS”);
and
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(3)
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AUTO
ITALIA LIMITED, a company incorporated in Hong Kong having its registered
office situate at 00 Xxxx Xxxx Xxx Xxxx, Xxxxxxxx, Xxxxxxx, Xxxx
Xxxx
(“AIL”).
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WHEREAS:-
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(A)
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By
an Import and Distribution Agreement dated 1st January 1992 made
between
Ferrari and IMSS, (the “Agreement”), IMSS is appointed the sole agent of
Ferrari to distribute the motor vehicles of Ferrari for the territory
of
Hong Kong and Macau.
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(B)
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By
a Letter of Variation dated 27th November 2003 made between Ferrari,
IMSS
and AlL, Ferrari acknowledges and accepts the variation of the Agreement
that IMSS assigned to AlL the Agreement and the business of Ferrari’s
motor vehicle distribution with effect from 1st January 2003 (the
“Letter
of Variation”).
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NOW
IT IS HEREBY AGREED
as
follows:
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(1)
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In
consideration of Ferrari¡¦s entering into the Letter of Variation, IMSS
shall indemnify Ferrari and keep Ferrari indemnified against all
demands,
claims, liabilities, losses, costs and expenses whatsoever including
all
legal and other costs, charges and expenses that Ferrari may incur
in
connection with the breach of the terms and conditions under the
Agreement
on the part of IMSS incurred on or before December 31, 2002, or incurred
on the part of AlL on or after January 1, 2003;
7
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(2)
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Ferrari
hereby acknowledges that on and from the beginning of 1 January 0000,
XXXX
assigned to AlL the Agreement.
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(3)
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AlL
shall observe and comply with the terms and conditions under the
Agreement
in place of IMSS and will be liable to Ferrari for all the obligations
under the Agreement as if the Agreement had been made with IMSS
originally.
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1
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The
common seal of
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)
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Ferrari
SpA is affixed hereunto
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)
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in
accordance with its articles of association
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)
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in
the presence of
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)
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The
common seal of
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)
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Italian
Motors (Sales & Service) Limited
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)
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is
affixed hereunto
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)
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in
accordance with its articles of association
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)
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in
the presence of
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)
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The
common seal of
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)
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Auto
Italia Limited is
affixed hereunto
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)
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in
accordance with its articles of association
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)
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in
the presence of
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)
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2
