Contract on Receivables Setting-off
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1. CONTRACTING PARTIES
1.1. Business name : EuroWeb International Corporation
Seat :
Company ID : ....................................
Registered in : ....................................
....................................
Represented by : Xxxxx Xxxx
acting as ............. authorised
according to the Excerpt from
the Commercial Registry to sign
independently
(hereinafter referred to as "EWI")
1.2. Business name : XxxxxxxXxx, a.s.
Seat : Borska 6
841 04 Bratislava
Company ID : 35 831 545
Registered in : Commercial Registry of the District
Court of Bratislava I
Division: Sa, Entry No.: 2922/B
Represented by : Ing. Xxxxx Xxxxxx,
Chairman of the Board of Directors
(hereinafter referred to as
"DanubiaTel")
1.3. EWI and DanubiaTel enter into the following Contract on Receivables
Setting-off (hereinafter referred to as ,,Contract" ).
2. DEFINITION OF RECEIVABLES
2.1. XXX and DanubiaTel jointly declare that on.15 April 2005 the Contract
on Taking Over of Debt assumed validity and effect entered into by and
between them according to the provisions of the Section 531 et seq. of
the Civil Code as amended (hereinafter referred to as the ,,Contract
on Taking Over of Debt" ) the subject of which is taking over of the
debt by DanubiaTel from EWI for the reward of USD 1,200,000 which is
due up to..15 April 2005(the Debt is represented by the obligation of
EWI to repay the loan principal in the amount of USD 930,000 along
with the interests and accessories to EuroWeb Slovakia, a.s., having
its seat at Priemyselna1/A, 821 09 Bratislava, Company ID: 35 698 446,
entered in the Commercial Registry of the District Court of Bratislava
I, Division: Sa, Entry No. 1156/B arising form the Contract on Loan
made by and between EWI and EuroWeb Slovakia, a.s.).
2.2. XXX and DanubiaTel jointly declare that on 15 April 2005 the Security
Purchase Contract assumed validity and effect made by and between them
according to the provision of the Section 30 et seq. of the Act No.
566/2001 Coll. on Securities and Investment Services and on Amending
and Supplementing of Some Laws as amended with the use of the
appropriate provisions of the Commercial Code No. 513/1991 Coll. as
amended (hereinafter referred to as the ,,Contract on Purchase of
Securities" ) the subject of which is the liability of EWI to hand
over to DanubiaTel the shares of the issuer - EuroWeb Slovakia, a.s.,
having its seat at Priemyselna1/A, 821 09 Bratislava, Company ID: 35
698 446, entered in the Commercial Registry of the District Court of
Bratislava I, Division: Sa, Entry No. 1156/B and the liability of
DanubiaTel to take over the respective shares and to pay the purchase
price in the amount of USD 2,700,000 USD ( two million seven hundred
thousand US Dollars)which is due up to 15 April 2005. to EWI.
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2.3. The receivable of DanubiaTel from EWI is the receivable representing
the right of DanubiaTel against EWI for the payment of reward according
to the Contract on Taking Over of Debt, determined in the point 2.1. of
the Contract, namely the amount of USD 930,000 (nine hundred and thirty
thousand US Dollars) - / hereinafter referred to as the "Receivable of
DanubiaTel").
2.4. The receivable of EWI from DanubiaTel is the receivable representing
the right of EWI against DanubiaTel for the payment of the purchase
price for the shares sold according to the Security Purchase Contract,
determined in the point 2.7. of the Contract, namely the amount of
USD.2,700,000 USD ( .two million seven hundred thousand US Dollars) - /
hereinafter referred to as the "Receivable of EWI").
3. SUBJECT OF THE CONTRACT
3.1. The subject of this Contract is setting-off of the Receivable of
DanubiaTel stipulated in the point 2.3. hereof with the Receivable of
EWI stipulated in the point 2.4. hereof in the scope in which these
mutual receivables meet as follows:
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Receivable Amount of Receivable Set-off
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Receivable of DanubiaTel USD 930,000 USD 930,000
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Receivable of EWI USD 2,700,000 USD 930,000
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Balance of Receivable of EWI USD 1,770,000
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4. RECEIVABLES EXCEEDING THE SCOPE OF SET-OFF
4.1. Following the set-off according to the previous article of the
Contract EWI is entitled for the balance of the Receivable of EWI from
DanubiaTel, which represents the amount of USD.1,770,000. (in words .
one million seven hundred seventy thousand US Dollars).
4.2. DanubiaTel is obliged to settle the balance of the Receivable of EWI
stated in the point 4.1. hereof in the manner and time stated in the
appropriate provision of the Securities Purchase Contract.
5. FINAL PROVISIONS
5.1. By signing this Contract, the financial receivables of both
contracting parties are deemed to be settled and they cease to exist
within the scope in which they meet as at the day of signing this
Contract.
5.2. All liability relations between the contracting parties arising from
the Contract shall be governed by the legal order of the Slovak
Republic, mostly by the appropriate provisions of the Commercial Code,
Civil Code, as well as other generally binding legal regulations. For
the case of legal disputes between the contracting parties, it shall
be settled exclusively by l- the Rules of Arbitration of the
International Chamber of Commerce by one or more arbitrators appointed
in accordance with the said rules. The language of any arbitration
proceedings shall be English. The venue of arbitration shall be Vienna
5.3. Unless the Contract stipulates otherwise, all the claims arising from
the Contract must be exercised against the other party in writing
either by means of a registered letter or handed over in person. If
sent via post, the day of the claim exercise is the day of the
registered letter delivery by the post office to the address stated in
this Contract; should the address of the contracting party change in
the future then to the address of the contracting party stated in the
appropriate Commercial Registry. For the purposes of the Contract, the
effects of the delivery of written filings are also complied with if
the recipient of the appropriate filing does not take it over within
the deadline or if it refused to take it over without any
substantiation.
5.4. Any amendments and supplements to this Contract may be made only by
means of written annexes signed by both contracting parties.
5.5. The contracting parties have read the Contract, all its provisions are
clear and understandable to them and they express a free and serious
will of the contracting parties.
5.6. This Contract is made in 4 ( four) copies, each contracting party
shall receive two copy.
5.7. This Contract assumes validity and effect when signed by both
contracting parties.
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For and in behalf of EWI For and in behalf of DanubiaTel
Signed : __________________________ Signed : ___________________________
Name : Xxxxx Xxxx Name : Ing. Xxxxx Xxxxxx
Position : CEO Position: Chairman of the Board of
Directors
Date : In....., .......2005 Date : In Bratislava, ........2005
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