EXHIBIT 10.128
AMENDMENT, MODIFICATION AND RATIFICATION OF ASSET PURCHASE AGREEMENT
WITH SILVER FAITH DEVELOPMENT LIMITED AND BEIJING GRAND CANAL REAL
ESTATE DEVELOPMENT CO., LTD.
AMENDMENT, MODIFICATION AND RATIFICATION
OF ASSET PURCHASE AGREEMENT
This Amendment, Modification and Ratification of Asset Purchase
Agreement (the "Agreement") is entered into this day of September 1996,
effective the 28th day of September 1995, by and between Silver Faith
Development Ltd., a corporation organized under the laws of Hong Kong ("Silver
Faith"), Xxxx Xxxxxxx'x XX Inc., a corporation organized under the laws of the
United States, state of Colorado ("Xxxx") and Beijing Grand Canal Real Estate
Development Co., Ltd., a joint venture enterprise approved by the Beijing
Municipal Foreign Trade Bureau, approval number (1993) 049, ("CJV")
WHEREAS all parties hereto desire to amend, modify and ratify the
transaction contemplated by that certain Asset Purchase Agreement (the "Asset
Purchase Agreement") dated September 25, 1595 executed by Silver Faith and Xxxx
in order to allow for a subsequent sale of the Property described in the Asset
Purchase Agreement (the "Property").
NOW THEREFORE, for and in consideration of Ten Dollars (USD10) and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto do hereby amend, modify and ratify the
Asset Purchase Agreement based upon the following promises, representations,
warranties and covenants.
1. As the Property is located in Beijing, the purchase, sale,
assignment or transfer of the Property is and shall only be governed by the laws
of the Peoples Republic of China (PRC).
2. CJV is the sole developer and owner of the Property and has the
legal right to develop, own and sell the Property under PRC law.
3. Silver Faith is, and at all times subsequent to September 28, 1995
was, the Managing Equity Partner of CJV.
4. The intent of Silver Faith and Xxxx in entering the Asset Purchase
Agreement was to grant, transfer and convey all of the right, title and interest
of CJV and/or Silver Faith in and to the Property through a pre-sale contract,
as that concept applies to the sale and purchase transaction on the property
under construction, under PRC law. CJV approves, ratifies, and confirms all
actions heretofore taken in furtherance of that intent.
5. CJV and/or Silver Faith shall, at its own cost and effort, take any
and all necessary actions to comply with any national, state or local PRC laws,
including but not limited to (1) a local regulation of Beijing on real estate
property sales that requires use of the standard form contract prepared and
printed by the Beijing Municipal Housing and Land Administration Bureau (the
"Bureau"), (2) pre-sale transaction registration at the Market Administration
Department or the Bureau (the "Department"), and (3) the property title transfer
formalities at the Department, in order to fully vest in Xxxx, its successors
and assigns all of the right, title and interest of CJV and/or Silver Faith in
and to the Property.
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6. CJV bargains, sells, grants, transfers and conveys unto Xxxx, its
successors and assigns all of CJV's right, title and interest in and to the
Property.
7. Silver Faith bargains, sells, grants, transfers and conveys unto
Xxxx, its successors and assigns all of Silver Faith's right, title and interest
in and to the Property and under the CJV.
8. CJV and Silver Faith agree to hold harmless Xxxx, its successors
and assigns, from any liability or loss resulting from the performance or
non-performance by CJV or Silver Faith of the duties and obligations under the
agreement of CJV, including but not limited to the completion of construction on
the Property.
9. CJV and Silver Faith irrevocably appoint Xxxx as CJV and Silver
Faith's true and lawful attorney, with full power of substitution and
revocation, in CJV and Silver Faith's name, or otherwise, but at Nona's own cost
and expense, to demand and receive the real, personal or leasehold interests
due, or to become due attributable to the Asset Purchase Agreement and this
Amendment, and to xxx, and to commence any lawful action, suit and proceeding
for the enforcement of such interest, and to acknowledge satisfaction, or to
discharge same as fully as CJV or Silver Faith might, or could do if the Asset
Purchase Agreement and this Amendment had not been made.
10. CJV, Silver Faith and Xxxx have the power and authority to execute
this Amendment under and as required by applicable law.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed, effective the 18th of September 1995.
CJV
Beijing Grand Canal Real Estate
Development Co., Ltd., a joint venture
enterprise organized under the laws of
the Peoples Republic of China
By: Silver Faith Development Ltd.
Its: Managing Equity Partner
By: /s/ Cheng Xxx Xxxx
------------------------------------
Name: Cheng Xxx Xxxx
Title:Director
Silver Faith
Silver Faith Development Ltd., a
corporation organized under the laws
of Hong Kong
By: /s/ Silver Faith Development Ltd.
-----------------------------------
Xxxx
Xxxx Xxxxxxx'x XX Inc., a
corporation organized under the laws
of the United States, state of
Colorado
By: /s/ Xxxx X. Xxxx
-----------------------------------
Name: Xxxx X. Xxxx
Title: Chief Executive Officer
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