STOCK PURCHASE AGREEMENT dated as of June 11, 2010 between BANCO INBURSA, S.A., DIVISION FIDUCIARIA, ACTING AS TRUSTEE ON BEHALF OF, AND FOR THE BENEFIT OF THE TRUST F/0008 and BANCO INBURSA, S.A., DIVISION FIDUCIARIA, ACTING AS TRUSTEE ON BEHALF OF,...
EXHIBIT I
dated as of
June 11, 2010
between
BANCO INBURSA, S.A., DIVISION FIDUCIARIA, ACTING AS
TRUSTEE ON BEHALF OF, AND FOR THE BENEFIT OF THE TRUST F/0008
and
BANCO INBURSA, S.A., DIVISION FIDUCIARIA, ACTING AS
TRUSTEE ON BEHALF OF, AND FOR THE BENEFIT OF THE TRUST F/1652
TABLE OF CONTENTS
Page | ||||||||
Article I. Definitions | 1 | |||||||
Section 1.01 |
Definitions | 1 | ||||||
Section 1.02 |
Other Definitional And Interpretive Provisions | 2 | ||||||
Article II. Purchase And Sale; Closing | 3 | |||||||
Section 2.01 |
Purchase and Sale of the Shares | 3 | ||||||
Section 2.02 |
The Closing | 3 | ||||||
Article III. Representations and Warranties of Seller | 3 | |||||||
Section 3.01 |
Existence and Power | 3 | ||||||
Section 3.02 |
Authorization | 3 | ||||||
Section 3.03 |
Ownership of Shares | 3 | ||||||
Section 3.04 |
Litigation | 3 | ||||||
Section 3.05 |
Finders’ Fees | 4 | ||||||
Article IV. Representations and Warranties of Buyer | 4 | |||||||
Section 4.01 |
Existence and Power | 4 | ||||||
Section 4.02 |
Authorization | 4 | ||||||
Section 4.03 |
Litigation | 4 | ||||||
Section 4.04 |
Finders’ Fees | 4 | ||||||
Article V. Covenants | 4 | |||||||
Section 5.01 |
Reasonable Best Efforts; Further Assurances. | 4 | ||||||
Section 5.02 |
Notice of Certain Events | 5 | ||||||
Section 5.03 |
Tax Matters | 5 | ||||||
Article VI. Survival; Indemnification | 5 | |||||||
Section 6.01 |
Survival | 5 | ||||||
Section 6.02 |
Indemnification by Seller | 5 | ||||||
Section 6.03 |
Indemnification by Buyer | 5 | ||||||
Section 6.04 |
Third Party Claim Indemnification | 6 | ||||||
Section 6.05 |
Settling Third Party Claims | 7 | ||||||
Section 6.06 |
No Duplication | 7 | ||||||
Section 6.07 |
Exclusive Remedy; Limitation | 7 | ||||||
Article VII. Miscellaneous | 7 | |||||||
Section 7.01 |
Notices | 7 |
i
Page | ||||||||
Section 7.02 |
Amendments and Waivers | 8 | ||||||
Section 7.03 |
Expenses | 8 | ||||||
Section 7.04 |
Successors and Assigns | 8 | ||||||
Section 7.05 |
Governing Law and Jurisdiction | 8 | ||||||
Section 7.06 |
Counterparts; Effectiveness; Third Party Beneficiaries | 8 | ||||||
Section 7.07 |
Entire Agreement | 9 | ||||||
Section 7.08 |
Captions and Interpretations | 9 | ||||||
Section 7.09 |
Severability | 9 |
ii
STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of June 11, 2010 between Banco Inbursa,
S.A., Division Fiduciaria acting as Trustee on behalf of, and for the benefit of the Trust F/1652
(“Buyer”) and Banco Inbursa, S.A., Division Fiduciaria acting as Trustee on behalf of, and for the
benefit of the Trust F/0008 (“Seller”).
WITNESSETH:
WHEREAS, Seller is the record and beneficial owner of 80,665,160 shares of Series L of the
issued and outstanding capital stock of the Company (the “Shares”); and
WHEREAS, Seller desires to sell the Shares to Buyer, and Buyer desires to purchase the Shares
from Seller on the date hereof, upon the terms hereinafter set forth.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I.
DEFINITIONS
DEFINITIONS
Section 1.01 Definitions. As used herein, the following terms have the following meanings:
“Affiliate” means, with respect to any Person, any other Person directly or indirectly
controlling, controlled by, or under common control with such Person. For the purposes of this
definition, the terms “control”, “controlling”, “controlled by” and “under common control with”, as
used with respect to any Person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.
“Applicable Law” means, with respect to any Person, any federal, state or local law
(statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule,
regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted,
adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to
such Person, as amended unless expressly specified otherwise.
“Buyer” means Banco Inbursa, S.A., Division Fiduciaria acting as Trustee on behalf of, and for
the benefit of the Trust F/1652.
“Buyer Indemnitees” shall have the meaning set forth in Section 6.02.
“Claim” shall have the meaning set forth in Section 6.04.
“Closing” shall have the meaning set forth in Section 2.02.
“Closing Date” shall be the date of execution of this Agreement.
“Company” means America Movil, S.A.B. de C.V.
1
“Damages” shall have the meaning set forth in Section 6.02.
“Governmental Authority” means any (i) branch of power, whether judicial, legislative or
administrative, of any state, and any transnational, domestic or foreign federal, state or local,
governmental authority, department, court, agency or official, including any political subdivision
thereof, whether in the United Mexican States, the United States of America, surpranational or
other and including the Comisión Federal de Competencia and the Comisión Nacional Bancaria y de
Valores and (ii) any quasi-governmental or private body exercising regulatory or taxing authority
under or for the account of any of the foregoing, including the Bolsa Mexicana de Valores, S.A.B.
de C.V. and any other stock exchange.
“Indemnified Party” shall have the meaning set forth in Section 6.04 (a).
“Indemnifying Party” shall have the meaning set forth in Section 6.04.
“Indeval” means S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V.
“Lien” means, with respect to the Shares, any lien, pledge, charge, security interest,
security trust, encumbrance, attachment or other adverse claim of any kind in respect of the
Shares.
“Person” means an individual, corporation, partnership, limited liability company,
association, trust or other entity or organization, including a Governmental Authority.
“Purchase Price” has the meaning set forth in Section 2.01 of this Agreement.
“Seller” means Banco Inbursa, S.A., Division Fiduciaria acting as Trustee on behalf of, and
for the benefit of the Trust F/0008.
“Seller Indemnitees” shall have the meaning set forth in Section 6.03.
“Shares” means 80,665,160 shares of Series L of the Company.
Section 1.02 Other Definitional And Interpretive Provisions. The words “hereof”, “herein” and “hereunder”
and words of like import used in this Agreement shall refer to this Agreement as a whole and not to
any particular provision of this Agreement. The captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation hereof. Any singular
term in this Agreement shall be deemed to include the plural, and any plural term the singular.
Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be
deemed to be followed by the words “without limitation”, whether or not they are in fact followed
by those words or words of like import. “Writing”, “written” and comparable terms refer to
printing, typing and other means of reproducing words (including electronic media) in a visible
form. References to any agreement or contract are to that agreement or contract as amended,
modified or supplemented from time to time in accordance with the terms hereof and thereof.
References to any Person include the successors and permitted assigns of that Person. References
from or through any date mean, unless otherwise specified, from and including or through and
including, respectively. References to “law”, “laws” or to a particular statute or law include any
amendment, modification, supplement
2
or replacement of such law or statue and any rules or regulations issued thereunder and shall
be deemed also to include any and all Applicable Law.
ARTICLE II.
PURCHASE AND SALE; CLOSING
PURCHASE AND SALE; CLOSING
Section 2.01 Purchase and Sale of the Shares. Upon the terms set forth in this Agreement, Seller agrees to
sell to Buyer, and Buyer agrees to purchase from Seller, the Shares on the date of execution of
this Agreement (the “Closing Date”). The purchase price for the Shares is USD$201,662,900 (the
“Purchase Price”), payable in cash as provided in Section 2.02.
Section 2.02 The Closing. Pursuant to terms of this Agreement, Buyer shall (i) pay the Purchase Price to
Seller, and (ii) take legal title of the Shares contemplated by this Agreement (the “Closing”) on
the Closing Date. At the Closing Date, (a) Buyer shall deliver or shall cause to be delivered to
Seller the Purchase Price in immediately available funds, by wire transfer to the account number
61661700177 at BNP Paribas, NA, ABA 000000000, A/C name: BNP Paribas Prime Brokerage, Inc., FFC:
Banco Inbursa c/o Teléfonos de México, S.A., FFC / account number 313-01778, and (b) Seller shall
transfer ownership of the Shares’ certificates in favor of Buyer, and shall deliver to Buyer all
documentation necessary to evidence transfer of ownership of the Shares under Mexican law by
transfer on the books of the Company.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF SELLER
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Buyer as follows, as of the date hereof that:
Section 3.01 Existence and Power. Seller is a financial institution duly incorporated, validly existing
and in good standing under the laws of its jurisdiction of incorporation and has all corporate
powers and all material governmental licenses, authorizations, permits, consents and approvals
required to carry on its business as now conducted.
Section 3.02 Authorization. The execution, delivery and performance by Seller of this Agreement and the
consummation of the transactions contemplated hereby are within Seller’s corporate powers and have
been duly authorized by all necessary corporate action on the part of Seller, and have been duly
authorized by the technical committee of the trust. This Agreement constitutes a valid and binding
agreement of Seller, enforceable against Seller in accordance with its terms.
Section 3.03 Ownership of Shares. Seller is the record owner of the Shares, free and clear of any Lien and
any other limitation or restriction (including any restriction to sell or otherwise dispose of the
Shares), and is transferring and delivering to Buyer at the Closing valid title to the Shares free
and clear of any Lien and any such limitation or restriction.
Section 3.04 Litigation. There is, as of the date of this Agreement, no action, suit, investigation or
proceeding pending against, or to the knowledge of Seller, threatened against, Seller or any of its
Affiliates before any arbitrator or any Governmental Authority which in any
3
manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions
contemplated by this Agreement.
Section 3.05 Finders’ Fees. There is no investment banker, broker, finder or other intermediary which has
been retained by or is authorized to act on behalf of Seller or any of its Affiliates who might be
entitled to any fee or commission in connection with the transactions contemplated by this
Agreement.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF BUYER
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller as follows as of the date hereof that:
Section 4.01 Existence and Power. Buyer is Mexican financial institution duly incorporated, validly
existing and in good standing under the laws of its jurisdiction of incorporation. Buyer has all
corporate powers and all material governmental licenses, authorizations, permits, consents and
approvals required to carry on its business as now conducted.
Section 4.02 Authorization. The execution, delivery and performance by Buyer of this Agreement and the
consummation of the transactions contemplated hereby are within Buyer’s corporate powers and have
been duly authorized by all necessary corporate action on the part of Buyer, and have been duly
authorized by the settlor of the trust. This Agreement constitutes a valid and binding agreement
of Buyer, enforceable against Buyer in accordance with its terms.
Section 4.03 Litigation. There is, as of the date of this Agreement, no action, suit, investigation or
proceeding pending against, or to the knowledge of Buyer, threatened against, Buyer or any of its
Affiliates before any arbitrator or any Governmental Authority which in any manner challenges or
seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this
Agreement.
Section 4.04 Finders’ Fees. There is no investment banker, broker, finder or other intermediary which has
been retained by or is authorized to act on behalf of Buyer or any of its Affiliates who might be
entitled to any fee or commission in connection with the transactions contemplated by this
Agreement.
ARTICLE V.
COVENANTS
COVENANTS
Section 5.01 Reasonable Best Efforts; Further Assurances.
(a) Subject to the terms of this Agreement, Buyer and Seller shall use their respective
reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done,
all things necessary or desirable under Applicable Laws to consummate the transactions contemplated
by this Agreement.
(b) Seller and Buyer agree to execute and deliver such other documents, certificates,
agreements and other writings and to take such other actions as may be necessary or
4
desirable in order to consummate or implement expeditiously the transactions contemplated by
this Agreement.
Section 5.02 Notice of Certain Events. Each of Buyer and Seller shall promptly notify the other party of:
(a) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge
threatened against, relating to or involving or otherwise affecting such party or the Company that
relate to the consummation of the transactions contemplated by this Agreement;
(b) any failure of such party to comply with any covenant or agreement to be complied with by
it hereunder;
provided, however, that the delivery of any notice pursuant to this Section 5.02 shall not limit or
otherwise affect the remedies available hereunder to the party receiving that notice.
Section 5.03 Tax Matters. Each party shall be responsible to pay its corresponding taxes pursuant to the
Applicable Law in connection with this Agreement.
ARTICLE VI.
SURVIVAL; INDEMNIFICATION
SURVIVAL; INDEMNIFICATION
Section 6.01 Survival. The representations, warranties and covenants of the parties hereto contained in
this Agreement, or in any other writing delivered pursuant hereto or in connection herewith shall
survive the Closing Date indefinitely or until the latest date permitted by the Applicable Law.
Section 6.02 Indemnification by Seller. Subject to the terms and conditions set forth herein, from and
after the Closing Date, Seller shall indemnify and hold harmless Buyer and its trust beneficiaries,
directors, officers, employees, Affiliates, controlling persons, agents, and representatives and
their successors and assigns (collectively, the “Buyer Indemnitees”) from and against any and all
damage, loss, liability and expense (including reasonable expenses of investigation and reasonable
attorneys’ fees and expenses) (“Damages”) asserted against or incurred by any Buyer Indemnitee as a
result of or arising out of:
(a) a breach of any representation or warranty of Seller contained in this Agreement as
of the Closing Date; or
(b) a breach of any covenant or agreement on the part of Seller under this Agreement.
Section 6.03 Indemnification by Buyer. Subject to the terms and conditions set forth herein, from and
after the Closing Date, Buyer shall indemnify and hold harmless Seller and its directors, officers,
employees, Affiliates, controlling persons, agents and representatives and their successors and
assigns (collectively, the “Seller Indemnitees”) from and against any and all Damages asserted
against or incurred by any Seller Indemnitee as a result of or arising out of:
5
(a) a breach of any representation or warranty of Buyer contained in this Agreement as
of the Closing Date; or
(b) a breach of any covenant or agreement on the part of Buyer under this Agreement.
Section 6.04 Third Party Claim Indemnification. The obligations of Seller to indemnify the Buyer
Indemnitees under Section 6.02, and the obligations of Buyer to indemnify the Seller Indemnitees
under Section 6.03 (the indemnifying Seller or the indemnifying Buyer, as the case may be, an
“Indemnifying Party”) resulting from the assertion of liability by third parties (each, as the case
may be, a “Claim”), will be subject to the following terms and conditions:
(a) Any party against whom any Claim is asserted (an “Indemnified Party”) will give the
Indemnifying Party written notice of any such Claim promptly after learning of such Claim,
and the Indemnifying Party may at its option undertake the defense thereof by
representatives of its own choosing. If the Indemnifying Party assumes such defense, the
Indemnified Party shall have the right (but not the duty) to participate in the defense
thereof and to employ counsel, at its own expense, separate from the counsel employed by the
Indemnifying Party. If, however, the Indemnified Party reasonably determines in its own
judgment that representation by the Indemnifying Party’s counsel of both the Indemnifying
Party and the Indemnified Party would present such counsel with a material conflict of
interest, or if the Indemnifying Party, within 15 days after notice of any such Claim, or
such shorter period as is reasonably required, fails to assume the defense of such Claim,
then such Indemnified Party may employ separate counsel to represent or defend it in any
such claim, action, suit or proceeding and the Indemnifying Party shall pay the reasonable
fees and disbursements of such separate counsel. Failure to give prompt notice of a Claim
hereunder shall not affect the Indemnifying Party’s obligations under this Article 6, except
to the extent the Indemnifying Party is materially prejudiced by such failure to give prompt
notice.
(b) The Indemnifying Party shall not enter into any settlement or compromise of any
action, suit or proceeding or consent to the entry of any judgment (i) which does not
include as an unconditional term thereof the delivery by the claimant or plaintiff to the
Indemnified Party of a written release from all liability in respect of such action, suit or
proceeding or (ii) for other than monetary damages to be borne solely by the Indemnifying
Party, without the prior written consent of the Indemnified Party, which consent shall not
be unreasonably withheld. The Indemnified Party will have no liability to any third party
with respect to any settlement or compromise of Claims effected without its consent, which
shall not be unreasonably withheld.
(c) Each party shall cooperate, and cause its respective Affiliates to cooperate, fully
in all aspects of any investigation, defense, pre-trial activities, trial, compromise,
settlement or discharge of any claim in respect of which indemnity is sought pursuant to
this Article 6, including, but not limited to, by providing the other party with reasonable
access to employees and officers (including as witnesses) and other information.
6
Section 6.05 Settling Third Party Claims. Notwithstanding the foregoing, if an Indemnified Party
determines in good faith that there is a reasonable probability that defense of a Claim may
adversely affect it or its Affiliates other than as a result of monetary damages for which it would
be entitled to indemnification under this Agreement, or if the Indemnifying Party, within 15 days
after notice of any Claim to which the Indemnified Party is entitled to indemnification hereunder,
or such shorter period as is reasonably required, fails to assume the defense of such Claim, the
Indemnified Party may, by notice to the Indemnifying Party, assume the control of the right to
defend, compromise or settle such Claim, but the Indemnifying Party will not be bound by any
determination of a Claim so defended or any compromise or settlement effected without its consent
(which may not be unreasonably withheld). In such event, if an offer of settlement or compromise on
terms satisfying Section 6.04(b) hereof is received by the Indemnifying Party with respect to a
Claim and the Indemnifying Party notifies the related Indemnified Party in writing of the
Indemnifying Party’s willingness to settle or compromise such Claim on the basis set forth in such
notice and such Indemnified Party declines to accept such settlement or compromise, such
Indemnified Party may continue to contest such Claim, free of any participation by the Indemnifying
Party, at such Indemnified Party’s sole expense. In such event, the obligations of the Indemnifying
Party to such Indemnified Party with respect to such claim shall be equal to the lesser of (a) the
amount of the offer of settlement or compromise which such Indemnified Party declined to accept
plus the costs and expenses of such Indemnified Party incurred prior to the date the Indemnifying
Party notifies such Indemnified Party of the offer to settle or compromise and (b) the actual
out-of-pocket amount such Indemnified Party is obligated to pay as a result of such Indemnified
Party’s continuing to contest such Claim.
Section 6.06 No Duplication. Any liability for indemnification hereunder shall be determined without
duplication of recovery by reason of the state of facts giving rise to such liability constituting
a breach of more than one representation, warranty, covenant or agreement.
Section 6.07 Exclusive Remedy; Limitation. After the Closing Date, this Article VI will provide the sole
and exclusive remedy for any inaccuracy of any representation or warranty or any breach of any
covenant or agreement set forth in this Agreement or otherwise arising out of or relating to this
Agreement or the transactions contemplated hereby; provided that no party waives any claims of
common law fraud in respect of the transactions contemplated hereby or any remedy of specific
performance, injunctive relief or other non-monetary equitable remedies. In no event shall any
Indemnifying Party be liable for punitive Damages or consequential Damages, including for lost
profits, in each case except to the extent included in any claim against an Indemnified Party by an
unaffiliated third party for which indemnification is available hereunder.
ARTICLE VII.
MISCELLANEOUS
MISCELLANEOUS
Section 7.01 Notices. All notices, requests and other communications to any party hereunder shall be in
writing (including facsimile transmission) and shall be given to the address of the Seller and the
Purchaser or such other address or facsimile number as such party may hereafter specify for the
purpose by notice to the other parties hereto. All such notices, requests and other communications
shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00
p.m. in the place of receipt and such day is a business day in the
7
place of receipt. Otherwise, any such notice, request or communication shall be deemed not to
have been received until the next succeeding business day in the place of receipt.
Section 7.02 Amendments and Waivers. (a) Any provision of this Agreement may be amended or waived if, but
only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each
party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be
effective.
(b) No failure or delay by any party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies
provided by law.
Section 7.03 Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by
the party incurring such cost or expense.
Section 7.04 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns; provided that no
party may assign, delegate or otherwise transfer any of its rights or obligations under this
Agreement without the consent of the other party, except that Buyer may transfer or assign its
rights and obligations under this Agreement, in whole or from time to time in part, to one or more
of its Affiliates, but no such transfer or assignment shall relieve Buyer of its obligations
hereunder.
Section 7.05 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in
accordance with the law of the Federal District, Mexico, without regard to the conflicts of law
rules of such state. Each party hereto hereby irrevocably and unconditionally: (a) submits for
itself and its property in any legal action or proceeding relating to this Agreement, or for
recognition and enforcement of any judgment in respect thereof, to the general jurisdiction of the
Courts of the Federal District, Mexico, and appellate courts from any thereof; (b) consents that
any such action or proceeding may be brought in such courts and waives any objection that it may
now or hereafter have to the venue of any such action or proceeding in any such court or that such
action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same
and waives any other jurisdiction to which it may otherwise be entitled for any reason; and, (b)
waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in
any legal action or proceeding referred to in this Section any special, exemplary, punitive or
consequential damages.
Section 7.06 Counterparts; Effectiveness; Third Party Beneficiaries. This Agreement may be signed in any
number of counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. This Agreement shall become effective
when each party hereto shall have received a counterpart hereof signed by the other party hereto.
Until and unless each party has received a counterpart hereof signed by the other party hereto,
this Agreement shall have no effect and no party shall have any right or obligation hereunder
(whether by virtue of any other oral or written agreement or other communication). Except as
expressly provided in Article VI, no provision of this Agreement is
8
intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon
any Person other than the parties hereto and their respective trust beneficiaries, successors and
assigns.
Section 7.07 Entire Agreement. This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior agreements and understandings, both
oral and written, between the parties with respect to the subject matter hereof.
Section 7.08 Captions and Interpretations. The captions herein are included for convenience of reference
only and shall be ignored in the construction or interpretation hereof. The parties hereto
acknowledge that this Agreement, has been drafted jointly by the parties hereto and agree that this
Agreement will not be construed against any party as a result of any role such party may have had
in the drafting process.
Section 7.09 Severability. If any term, provision, covenant or restriction of this Agreement is held by a
an arbitration panel, court of competent jurisdiction or other Governmental Authority to be
invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions
of this Agreement shall remain in full force and effect and shall in no way be affected, impaired
or invalidated so long as the economic or legal substance of the transactions contemplated hereby
is not affected in any manner materially adverse to any party. Upon such a determination, the
parties shall negotiate in good faith to modify this Agreement so as to effect the original intent
of the parties as closely as possible in an acceptable manner in order that the transactions
contemplated hereby be consummated as originally contemplated to the fullest extent possible.
[The remainder of this page has been intentionally left blank; the next page is the signature
page.]
9
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the day and year first above written.
SELLER BANCO INBURSA, S.A., DIVISION FIDUCIARIA, ACTING AS TRUSTEE ON BEHALF OF, AND FOR THE BENEFIT OF THE TRUST F/0008 |
||||
By: | /s/ Xxxxxxxxx Xxxxxxxxx Xxxxxxx | |||
Name: | Xxxxxxxxx Xxxxxxxxx Xxxxxxx | |||
Title: | Trust Delegate | |||
BUYER BANCO INBURSA, S.A., DIVISION FIDUCIARIA, ACTING AS TRUSTEE ON BEHALF OF, AND FOR THE BENEFIT OF THE TRUST F/1652 |
||||
By: | /s/ Xxxx Xxxxxxxxx Xxxxxxx Sotarriba | |||
Name: | Xxxx Xxxxxxxxx Xxxxxxx Sotarriba | |||
Title: | Trust Delegate | |||