EXHIBIT 10.2
DATED THIS 23rd DAY OF APRIL 2007
BETWEEN
M2B WORLD HOLDINGS LIMITED
AND
P T AGIS TBK
********************************************
SALE AND PURCHASE AGREEMENT
********************************************
THIS AGREEMENT is made on the 23rd day of April 2007
BETWEEN
1. M2B WORLD HOLDINGS LIMITED, a company incorporated in the British Virgin
Island, and having its registered address at Sea Meadow House, Blackburne
Highway, P.O. Box 116, Road Town Tortola, British Virgin Islands (the
"Vendor");
AND
2. P T AGIS TBK a company incorporated in Indonesia, and having its place of
business at Menara Kebon Sirih, 0xx xxxxx, XX, Xxxxx Xxxxx, Xxxxxxx Xxxxx
#00-00, 00000 Xxxxxxxxx ("AGIS");
(the Vendor and AGIS, collectively, the "Parties")
WHEREAS
1. The Vendor is principally engaged in the business of investment holding
and owning content rights used in the provision of broadband media
entertainment and video on-demand (VOD) services. The Vendor is wholly
owned by M2B World Asia Pacific Pte Ltd, which is in the business of the
provision of broadband media entertainment and Video-on-demand (VOD)
services.
2. AGIS is a company listed on the Indonesia Stock Exchange. AGIS will
incorporate an investment holding entity in the British Virgin Island as a
wholly-owned subsidiary ("SPV") soon as practicable after the date of this
Agreement. SPV will in turn incorporate a new company in Indonesia ("PT
Co") which will operate and manage the Assets (as defined below) (AGIS,
SPV and PT Co collectively, the "Group").
3. The Vendor agrees to sell to AGIS and AGIS agrees to buy from the Vendor
certain assets upon the terms and conditions set forth in this Agreement.
WHEREBY IT IS AGREED as follows:
1. DEFINITIONS
1.1 In this Agreement, unless otherwise defined herein or the context
otherwise requires, the following words and expressions shall bear the
following meanings:
"Accounts" means the audited balance sheets of the Group at 31
December 2006, and the audited profit and loss accounts
of the Group for the financial year ended 31 December
2006, including all notes and reports on such balance
sheets and profit and loss accounts and documents
required by law;
"Assets" means collectively, the Domain Name and the IPTV
platform;
"Completion" completion of the sale and purchase of the Assets
hereunder on Completion Date;
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"Completion Date" 30 June 2007 or such other date as the Parties hereto
may agree in writing;
"Domain Name" means the web address to be mutually agreed upon and
under which the IPTV business will be operated within
Indonesia;
"IPTV" (Internet Protocol Television) refers to internet
protocol platform developed by the Vendor under the
Domain Name through which broadband media entertainment
and video-on-demand (VOD) services are delivered and
provided within Indonesia, further details of which are
set out and described in SCHEDULE 1 of this Agreement;
"IDR" means the lawful currency of Indonesia;
"Last Accounting
Date" means 31 December 2006;
"Records" means all the books, files, records and other documents
of the Vendor relating wholly or mainly to the Assets
and in whatever medium so held.
"S$" means the lawful currency of Singapore;
"Taxes" means all forms of taxes and includes (without
limitation) goods and services tax or value-added tax,
overseas taxation, corporation tax, income tax, Central
Provident Fund or equivalent contributions, capital
gains tax, share transfer tax, customs and other import
duties, local governmental and municipal impositions,
duties, levies and any payment whatsoever which may be
payable as a result of the operation of any statutory
provision relating to taxation and all penalties,
charges and Interest relating to any claim for taxation
or resulting from a failure to comply with the
provisions of any statute relating to taxation;
"US$" means the lawful currency of the United States of
America.
1.2 References to Recitals, Clauses, Exhibits and Schedules are references to
recitals and clauses of and exhibits and schedules to this Agreement.
1.3 The headings in this Agreement are inserted for convenience only and shall
be ignored in construing this Agreement.
2. SALE AND PURCHASE OF ASSETS AND LICENSING OF RIGHTS
2.1 The Vendor agrees to sell, transfer and assign to AGIS (under the name of
SPV), and AGIS agrees to acquire all rights, title, estate and interests
to and the full and exclusive benefit of the Domain Name with effect from
the Completion Date, at the Consideration.
2.2 As part of the transfer and assignment of the Domain Name, the Vendor also
agrees to grant AGIS (under the name of SPV) an exclusive right and
licence in respect of the use of the intellectual property rights within
Indonesia only associated with the IPTV platform and
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the video titles contained therein, on the terms and subject to the
conditions of the licence agreement referred to in Clause 4.1(b) below.
For the avoidance of doubt, nothing in this provision or this Agreement
shall restrict or prevent the Vendor from granting any right and licence
over or otherwise use the intellectual property rights associated with the
IPTV platform and the video titles contained therein outside Indonesia.
3. CONSIDERATION
3.1 The Parties hereto agree that the consideration for the transfer and
licence of the Assets shell be US$15.0 million based on a mutually-agreed
valuation of the Assets (the "Consideration").
3.2 The Consideration shall be fully satisfied on Completion by (a) the issue
and allotment to the Vendor (or its nominee(s)) of 75 million new shares
in the share capital of AGIS at Completion Date at an agreed issue price
of IDR1300 per share and (b) the issue and allotment of such number of new
shares in the share capital of SPV constituting 50% of the enlarged share
capital of SPV (collectively, the "Consideration Shares"), such
Consideration Shares to be credited as fully paid and free from all
encumbrances and ranking pari passu in all respects with the ordinary
shares in the capital of AGIS and SPV existing as at the Completion Date
respectively.
4. CONDITION PRECEDENTS AND COMPLETION
4.1 The Parties agree that the transactions contemplated under this Agreement
shall be completed upon satisfaction, where applicable, of all the
following conditions (the "Conditions Precedent"):-
(a) satisfactory completion of the legal, financial and operational due
diligence conducted by the Vendor and its advisors on the Group;
(b) the Parties hereto having executed on or before Completion Date all
the agreements and other written documents as may be necessary for
the transaction contemplated hereunder including without limitation
a shareholders' agreement between the Vendor and AGIS in respect of
their respective shareholding interests in SPV and a licence
agreement between the Vendor and SPV in respect of the intellectual
property rights comprised in the IPTV platform and the video titles
contained therein;
(c) the acquisition and licence of the Assets by SPV and all the
transactions contemplated under this Agreement having been approved
by the shareholders of AGIS and the board of directors of AGIS and
SPV and written evidence in respect thereof being provided to the
Vendor;
(d) all other necessary consents and approvals, if any, being granted
and not withdrawn or revoked by third parties (including without
limitation, government bodies, stock exchange and other relevant
authorities having jurisdiction over the transactions contemplated
under this Agreement) and if such consents are obtained subject to
any condition(s) and where such condition(s) affect any of the
Parties, such condition(s) being acceptable to the Party concerned
and, if such condition(s) are required to be fulfilled before
Completion, such condition(s) being fulfilled before Completion:
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(e) each of the warranties and undertakings in this Agreement remaining
true and not misleading in any material respect at Completion, as if
repeated at Completion and at all times between the date of this
Agreement and Completion;
(f) the Parties shall on Completion Date execute such further documents,
agreements, deeds. and do such further acts and things, as may be
required so that full affect shall be given to the provisions of
this Agreement and the transactions contemplated under this
Agreement;
(g) SPV being duly and validly incorporated as a wholly-owned subsidiary
of AGIS and PT Co being duly and validly incorporated as a
wholly-owned subsidiary of SPV.
4.2 If the conditions set out in Clause 4.1 shall not have been fulfilled
within two (2) months (or such shorter timeframe as the Parties hereto may
mutually agree) from the date of this Agreement (or waived by the relevant
parties or extended by mutual agreement between the parties), then the
provisions of this Agreement shall (other than this Clause, Clause 5
(Warranties), Clause 6 (Liabilities for Breach), Clause 8 (Costs), Clause
9 (Governing Law) and Clause 10.7 (Confidentiality)) from such date ipso
facto cease and determine and none of the Parties shall have any claim
against the other for costs, damages, compensation or otherwise save in
respect of any antecedent breach of this Agreement.
4.3 Completion of the transaction hereunder shall take place on Completion
Date at Menara Kebon 6th floor, JI. Kebon Xxxxx, Xxxxxxx Xxxxx #00-00,
00000 Xxxxxxxxx.
4.4 On Completion Date, the Group shall:
4.4.1 deliver to the Vendor duly certified copies of the relevant board
and shareholder resolutions of the Group approving the execution of
all relevant documents in connection with the Acquisition and the
transactions contemplated herein including the allotment and issue
of the Consideration Shares to the Vendor; and
4.4.2 allot and issue the Consideration Shares to the Vendor, such
Consideration Shares shall be credited as fully paid-up, free from
all encumbrances and ranking pari passe in all respects with the
ordinary shares in the capital of AGIS and SPV existing as at
Completion.
4.5 Against compliance by the Group with the provisions of Clause 4.4 above,
the Vendor shall:-
4.5.1 deliver to AGIS the relevant documents of title and any requisite
consent or license as may be required to vest in SPV the full
benefit of the Domain Name; and
4.5.2 deliver to the Group all its Records and other information relating
to the Assets as the Group !nay reasonably require for the
management and operation of the Assets.
4.6 The Parties shall do all acts and things end execute all documents as
shall be necessary or expedient to give effect to Completion and transfer
and licence of the Assets and the allotment and issue of the Consideration
Shares upon the terms and conditions of this Agreement.
5. REPRESENTATIONS AND WARRANTIES
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5.1 AGIS represents and warrants as follows that:-
(a) it is a company duly established and validly existing under the laws
of Indonesia;
(b) it has full power end authority to enter into this Agreement and to
perform its obligations hereunder;
(c) the provisions of this Agreement constitutes its legal, valid and
binding obligations on it enforceable in accordance with the terms
hereof.
5.2 Each of the entities within the Group further represent, warrants and
undertakes to the Vendor as an inducement to the Vendor to enter into this
Agreement and it is a condition of this Agreement that save as disclosed
herein or in the Accounts, each of the warranties contained in SCHEDULE 2
is, at the date hereof (where applicable (and will at Completion he
completely true and accurate and not misleading in any materiel respect.
6. LIABILITIES FOR BREACH
6.1 If either party hereto fails to fully perform or suspends the performance
of its obligations hereunder and fails to rectify the aforesaid acts
within 10 days of receipt of notice from the other party. the party shall
be in breach of contract (the Defaulting Party").
6.2 If as a result of the breach of contract by the Defaulting Party and the
non-defaulting party suffers any losses (including without limitation any
loss of profits), the Defaulting Party shall compensate the non-defaulting
party in respect of such losses. Such compensation shall be equivalent to
the actual loss incurred by the non-defaulting party as a result of the
breach of contract. In the event that a breach of contract is committed by
more than one party, each party shall bear its proportional share of the
liabilities arising from the breach of contract.
7. TERMINATION
7.1 This Agreement may be terminated by either party, upon thirty (30) days'
prior written notice to the other, if as a result of a Condition Precedent
(as set out in Clause 4.1) not having been satisfied (or waived) the
Completion has not occurred within four (4) months after the signing of
this Agreement (or such further period as may be mutually agreed upon),
provided however, that no party may give such notice of termination if
such non-occurrence of Completion results directly or indirectly from such
party's wilful breach of any provision of this Agreement.
7.2 In the even; that a termination of this Agreement occurs pursuant to
Clause 7.1 above, the provisions of this Agreement shall terminate and
have no effect and all obligations of the Parties.
8. COSTS
8.1 All stamp and other duty and charges payable or arising in relation to the
execution of this Agreement and the other documents described or
contemplated herein, if any, shall be borne by the Group.
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8.2 All expenses incurred by or on behalf of the Parties, including all fees
of agents, solicitors and accountants, employed by either of them in
connection with the negotiation, preparation and execution of this
Agreement shall be borne solely by the party which incurred them.
9. GOVERNING LAW AND DISPUTE SETTLEMENT
9.1 This Agreement shall be construed and governed by the laws of Singapore.
9.2 Each of the Parties hereby submit irrevocably to the non-exclusive
jurisdiction of the courts of Singapore.
10. MISCELLANEOUS
10.1 The Schedule sat out in this Agreement shall form an integrated part of
this Agreement.
10.2 This Agreement constitutes the entire agreement between the Parties with
respect to the subject matter of this Agreement and supersedes all prior
discussions, negotiations and agreements between them.
10.3 If any clause or provision is held invalid for whatever reasons, unless
the continuing performance of this entire Agreement is substantially
affected by the invalidity of such clause or provision, such invalidity
shall not affect the other clauses and provisions and such invalid clause
or provision shall he deemed as having been deleted from this Agreement.
10.4 No variation or amendment to this Agreement shall he effective unless in
writing and signed by both Parties.
10.5 Unless expressly provided to the contrary in this Agreement, a person who
is not a party to this Agreement has no right under the Contracts (Rights
of Third Parties) Act, Chapter 538 of Singapore to enforce or to enjoy the
benefit of any term of this Agreement.
10.6 Neither party shall assign all or any of its rights or transfer all or any
of its obligations under this Agreement without a prior written consent of
the other party.
10.7 The Parties agree to keep strictly secret and confidential, and under no
circumstances to disclose to any person which is not a party to the
Agreement, any information arising from or in connection with this
Agreement unless disclosure of such information is expressly permitted by
the prior written consent in writing of the other Party (such consent not
to he unreasonably withheld).
Notwithstanding Clause 10.6, the confidentiality obligation herein shall
not apply to:
(a) any information obtained from any Party hereto which becomes
generally known to the public, other than by reason of any wilful or
negligent act or omission of any Party hereto or any of their
agents, advisers or employees:
(b) any information which is required to be disclosed by law; and
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(c) any information disclosed by any of the Parties to their respective
bankers, financial advisers, consultants and legal or other advisers
for the purpose of this Agreement and the transactions contemplated
herein.
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IN WITNESS WHEREOF this Agreement was entered into on the day and year first
above written.
Signed by )
for and on behalf of )
M2B WORLD HOLDINGS LIMITED ) /s/ signature
Name: )
Title: )
In the presence of:
/s/ Xxxxx Xxxxx
------------------------
Name & Signature of Witness
Xxxxx Xxxxx
Signed by )
for and on behalf of )
PT AGIS TBK ) /s/ signature
Name: )
Title: )
In the presence of:
/s/ signature
------------------------
Name & Signature of Witness
Name
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SCHEDULE 1
Description of the IPTV Platform
--------------------------------
MIDDLEWARE FRONT END
Top level GUI providing access to:
-Program Schedule
-Favorite Channels
-VOD Contents
-Information Channels
-Games
-Helps
-User Admin
Additional Main Menu items can be added upon request.
MIDDLEWARE BACK END
Provision, Maintain, & Edit Live Unicast Channel Channel Meta Data Updates and
Maintenance
Billing & Reporting Facilities:
Unlimited Hierarchy Management
Convergent prepaid and postpaid payments Invoice discounts & adjustments
Customized Invoice & Report Generation Taxation Customer Care Web Uls with
Dispute Management Accounting (Accounts Receiveable, Accounts Payable,
Collections & Xxxxxxx)
Highdeal Transactive
Pricing, rating and settlement solution.
-Pricing flexibility
-Automatic Management of Partner Settlement Plans] Real-time Revenue Sharing
-Comprehensive Turn-key Billing Solution -Streamlined Integration for speed to
market with Modular, Open Design -Simulation for profitable business models
CUSTOMER CARE MODULE
Transactive Customer Care enables CSRs to:
Add new customers
Add contacts to customers
Create and manage subscriptions to offers Set up billing information Create and
view accounts between clients and service providers Create discounts and rebates
Create, assign and view payments Manage Customer Disputes
Highly Flexible, Customizable Web-based Interface Built on an open and flexible
architecture Java classes Servlets JavaServer Pages (JSP) technology Rebrand
and change the look and feel of the UI Enables customization of workflows to
suit business processes Enables integration of Transactive UIs in another
web-based system Fast and easy deployment to CSR desktops Simplified mass
deployment to CSR desktops Compatibility with any kind of web browser
3 tier architecture based on application servers (Tomcat)
Server Components
IPTV end WEBTV Middleware Portal (1)
Highdeal Rating/Billing Server (1)
Database Server (2}
MS DRM Server (1)
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Provision of Installation Materials
In addition to the proposed equipment, the following will be provided by BNS
during the installation and commissioning of the proposed system:-
Inter-rack Cables
Data connectors
Installation tools end testing equipment
Not Included
The followings are not included in the proposal and might need to be provided by
M2B:-
Equipment Rack
Long range structure wiring
IP Switch/Router fur intra-headend connectivity Gateway Switch/Router for public
internet connectivity Video Server Video Encoder
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SCHEDULE 2
AGIS further represents and warrants to the Vendor with the intent that the
provisions of this Schedule shall continue to have full force and effect
notwithstanding Completion, that all the statements set out in this Agreement
are true, complete and accurate:
i. Information
(a) The facts set out in the recitals to this Agreement and in this
Agreement are true, complete and accurate in all material respects
and all information contained herein and which has been given by any
of the directors or officers or professional advisers of the Group
to any of the directors or officers or professional advisers of the
Vendor in connection with this Agreement was when given true,
complete and accurate in all respects and after making due and
careful enquiries the Group is not aware of any fact or matter not
disclosed in writing to the Vendor which renders any such
information untrue, inaccurate or misleading or the disclosure of
which might reasonably affect the willingness of the Vendor to
purchase the Consideration Shares or the price at or terms upon
which the Vendor would be entitled to.
(b) The Group will take all such steps within their power to provide all
such information and documents with regard to the business and
assets of the Group as the Vendor may reasonably require and will
give the Vendor and its solicitors such assistance and facilities as
they may reasonably require to enable them to fully investigate the
accuracy of the warranties herein contained.
ii. Memorandum and Articles of Association
(a) The copies of the Memorandum and Articles of Association or Bye-laws
of each of the entities within the Group delivered to the Vendor is
a true copy.
(b) There is no provision in the Memorandum and Articles of Association
or Bye-laws of each of the entities within the Group and no
provision of any existing contract, agreement or instrument binding
on each of the entities within the Group that any of its assets or
property which has been or would be contravened by the execution and
delivery of this Agreement arid such other documents and instruments
as are contemplated in this Agreement or by the performance or
observance by the Group of any of the terms hereof or thereof.
iii. Dividends
No dividends or other distributions of profits have been declared made or
paid by the Group since the Last Accounting Date and all dividends or
distributions of profits declared made or paid since the date of
incorporation of each of the Group have been declared made or paid in
accordance with its Articles Of Association or Bye-laws.
iv. Legal Matters
(a) Each of the entities within the Group has full power and authority
to carry on its business as now or previously carried on, in
particular, each of the entities within the Group has the requisite
approvals and authority under the present certificate to carry on
its business as now or previously carried on.
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(b) There are no claims, actions, suits, proceedings, labour disputes or
investigations pending or, threatened, before any national, state or
local court or governmental or regulatory authorities, domestic or
foreign, or before any arbitrator of any nature, brought by or
against any entity within the Group, or any of their officers,
directors, employees or agents involving affecting or relating to
the Group or transactions contemplated by this Agreement, nor is any
basis known to any directors or officers of each of the entities
within the Group for any such action, suit, proceeding or
investigation.
(c) Each of the entities within the Group has not gone into liquidation
or passed any resolution or winding up, nor has any petition for
winding up or for each of the entities within the Group to be placed
under judicial management been presented against or by each of the
Group. No receiver or receiver or manager of the undertaking or
assets (or any part thereon of each of the entities within the Group
has been appointed or is threatened or expected to be appointed.
(d) Each of the entities within the Group has not defaulted nor is it in
default of any of its obligations or undertakings contained in any
contracts, agreements or instruments binding on it or any of the
assets or property of each of the entities within the Group nor has
any event of default (however termed) occurred or is continuing
under any such contracts, agreements or instruments nor has any
borrowing or indebtedness of each of the entities within the Group
whether as principal or surety become or is capable of being
declared payable prior to its stated maturity.
(e) Each of the entities within the Group has and will have full power
and authority and has taken all necessary corporate action and
obtained all requisite corporate approval to enter Into and perform
this Agreement which constitute or will constitute valid and binding
obligations on it in accordance with the terms hereof, in
particular, the issue of the Consideration Shares herein has been
approved by each of the entities within the Group in general
meeting.
v. Business
(a) Since the Last Accounting Date:-
(1) the business of each of the entities within the Group has bean
continued in a normal manner;
(2) neither the turnover nor the financial nor trading position of
any of the entities within the Group has adversely and
materially changed;
(3) each of the entities within the Group has not borrowed any
money;
{4) each of the entities within the Group has not learnt of any
circumstances making bad or doubtful any debt;
(5) there has been no change in any method of accounting or
accounting practice of each of the entities within the Group
nor has any of them kept its hooks of accounts, files and
records other than in the ordinary course and other than in
accordance with existing practice.
(b} Since the Last Accounting Date:-
(1) the business of each of the entities within the Group has not
been materially or adversely affected by the loss of any
important customer or by any abnormal factor not affecting
similar businesses to a like extent; and
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(2) after making due and careful enquiries is not aware of any
facts which are likely to give rise to any such effects.
(c) Each of the entities within the Group has all the necessary licences
and consents for the proper carrying out of its business. All
statutory, municipal and other requirements applicable to and all
conditions applicable to any licences and consents involved in the
carrying out of the business of each entity as now or previously
carried an have been complied with and each entity is not aware of
any intended or contemplated refusal or revocation of any such
licence or consent.
vi. Assets
(a) No statutory or contractual notices have been served on each of the
entities within the Group in respect of its assets or property which
in any way might impair. prevent or otherwise interfere with use of
each of the entities within the Group or proprietary rights in such
assets property.
(b) All the fixed and movable equipment and vehicles used in connection
with the business of each of the entities within the Group and all
other assets of or represented as belonging to each of the entities
within the Group are the absolute property of such entity save as
those held under hire purchase or lease or rental agreements and
each of the entities within the Group has not defaulted In any of
the material provisions of any hire or hire purchase or lease or
rental agreement, or agreement for payment on deferred terms or xxxx
of sale or trading contract to which it is a party and each entity
has observed and performed all the terms and conditions on its part
to be observed and performed in all such agreements trading
contracts and bills.
(c) Where any of the assets of each of the entities within the Group or
property comprise receivables or debts due to Reel] entity
(including those arising from loans, credit facilities made by each
entity and hire purchase agreements and lease agreements entered
into by each entity), that each of the entities within the Group has
not assigned whether by factoring, forfeiting, absolutely or by way
of security), transferred, pledged, encumbered, charged, sold or
disposed of such receivables or debts or agreed to do any of the
aforesaid.
vii. Contracts
(a) No uncompleted contract or commitment of a Material Amount has been
entered into or incurred by each of the entities within the Group
which:-
(1) is outside its ordinary and proper course of business or is of
an onerous or long-term nature; or
(2) involves or is likely to involve obligations or liabilities
which by reason of their nature or magnitude ought reasonably
to be made known to the Vendor.
For the purpose of this paragraph, "Material Amount" means an amount
which by itself or in the aggregate exceeds US$10,000.
(b) Each of the entities within the Group:
(1) does not, since the Last Accounting Date, have any material
capital commitment or will pending Completion undertake any
material capital commitment and for the
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purpose of this paragraph "material capital commitment" means
commitment(s) which by itself or in the aggregate exceeds
US$10,000/-.
(2) is not a party to any contract which cannot be terminated by
three months' notice or less or (where not reduced to writing)
by reasonable notice without giving rise to any claim for
damages or compensation; and
(3) has not committed any breach of any of its obligations or any
of the terms and conditions of any material contract and will
continue to perform all such obligations and to observe all
such terms and conditions up to Completion.
(c) Each of the entities within the Group has nut by reason of any
default by it in any of its obligations become hound or liable to be
called upon to repay prematurely any loan capital or borrowed
monies,
(d) There are no existing contracts or engagements to which any of the
entities within the Group is a party and in which any shareholder
and/or director of each of the Group is interested.
(e) The terms of all leases, tenancies, licences, concessions and
agreements of whatever nature to which each of the entities within
the Group is a party hove been duly complied with by all the parties
thereto and no such lease, tenancy, licence, concession or agreement
will become subject to avoidance, revocation or be otherwise
breached or affected upon or in consequence of the making or
implementation of this Agreement.
viii. Intellectual Property
(a) No disclosure has been made to any person of any of the industrial
know-how or any intellectual property rights or the financial or
trade secrets of each of the entities within the Group save in the
ordinary arid proper course of business of each of the entities
within the Group and upon (in the case of industrial know-how) each
of the entities within the Group having secured the confidential
nature of any such disclosure.
(b) There are no claims or threatened claims against each of the Group
for infringement of:
(i) the usage of any patent, registered designs, know-how or trade
secrets, copyrights, trade marks, service marks, trade and
business names or similar intellectual property rights
(whether registered or not) (or which has been used) by it;
(ii) the commercial monopoly rights of third parties or which has
been disclosed to it by third parties under licence or similar
arrangements and no such claims have been settled by the
giving of any undertakings which remain in force.
ix. Book Debts and Absence of Undisclosed Liabilities
(a) None of the book debts which are included in the Accounts or which
have subsequently arisen have been outstanding for more than 3
months, have realised or will realise in the normal course of
collection their full value as included in the Accounts or in the
books of each of the Group after taking into account the provisions
for bad and doubtful debts in the Accounts.
(b) None of the book debts which are included in the Accounts have been
released on terms that any =ebtor pays loss than the net book value
after any provision made in the Accounts as at the Last Accounting
Date or have been written off or have proved to any extent to be
irrevocable or is now regarded as being irrevocable.
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(c) There are no known reasons or circumstances why the book debts which
are included in the Accounts should not be collectable, realisable
and enforceable in full on their respective due dates.
{d} Save as disclosed herein, each of the Group does not have any
indebtedness or liability absolute or contingent, known or unknown
relating to each of the Group, which is not shown or provided for in
the Accounts. Except as shown in the Accounts, each of the Group are
not directly or indirectly liable upon or with respect to (by
discount, repurchase agreements or otherwise), or obliged in any
other way to provide funds in respect of, of obliged in any other
way to provide funds in respect of, or to guarantee or assume, any
debt, obligation or dividend of any person.
x. The records. statutory books and books of account of each of the entities
within the Group arc duly entered up and contain true, full and accurate
records of all matters to be dealt with therein and all such books and all
records and documents (including documents of title) which are its
property are in its possession or under its control and all returns
required to he made to the Registrar of Companies or similar authority and
any relevant authority have been duly and correctly made.
xi. The Accounts of each of the entities within the Group have been prepared
in accordance with the applicable statutes and regulations (a true copy of
the Accounts certified by the Secretary or a director of each of the Group
has been delivered to the Vendor) and the Accounts of each of the entities
within the Group have been prepared on a consistent basis in accordance
with accounting principles, standards and practices generally accepted in
Indonesia so as to give a true and fair view of the state of affairs of
each of the entities within the Group at the Last Accounting Date and of
the profits or losses for the period concerned.
xii. All lax Returns required to be filed before the Completion Date in respect
of each of the entities within the Group have been (or will have been by
the Completion Date) filed, and each of the Group has (or will have by the
Completion Date) paid or otherwise made full provision or reserve in the
Accounts for the payment of all Taxes required to be paid in respect of
the periods covered by the Accounts up to and including the Last
Accounting Date and has made full provision or reserve for the payment of
all Taxes with respect to periods ended up to and including the Last
Accounting Date. All Taxes in respect of the periods up to and including
the Last Accounting Date of the Group have been paid or adequately
provided for and there are no proposed additional tax assessment against
it not adequately provided for in the Accounts.
For purposes of this paragraph, "Tax Returns" means any return, report,
information return or other document (including any related or supporting
information} filed or required to be filed with the government in
connection with the determination, assessment, collection or
administration of any Taxes.
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