SHARE PURCHASE AGREEMENT
THIS
AGREEMENT dated the --8th
day
of August, 2006.
BETWEEN:
XxXxxx
Xxx,
XxxxXxx
Xxxx
all
two
being citizens and residents of the Peoples’ Republic of China
(collectively,
the "Vendors");
AND:
INFORNET
INVESTMENT LIMITED., a company duly incorporated and existing under
the
laws of the Peoples’ Republic of China and having its business officen
at
12B-E
Xx. 00 XxxxXx Xxxxxxx Xxxxx, Xxxxxx Xxxx, Xxxxxxx, Xxxxx
(“Infornet”);
and
Xxx
Xxx,
a citizen and resident of of the Peoples’ Republic of China
(“Wei”).
(Infornet
and Wei together being, the "Purchasers")
AND:
BEIJING
TOPBIZ TECHNOLOGY DEVELOPMENT CORP. LTD., a company duly
incorporated and existing under the laws of the Peoples’ Republic of
China
and
having its business office at 6/F YingHai Xxxxxxxx Xx.00 XxxxxXxxxXxx
Xxxx, XxxXxxx, Xxxxxxx, Xxxxx
(the
"Company").
WHEREAS:
A.
The
Vendors are the registered and beneficial owner of all the issued and
outstanding shares of registered capital of the Company;
B.
The
Vendors agree to sell and the Purchasers agree to purchase In the aggregate
60%
of
the shares, with Infornet purchasing 49% of the shares, and Wei purchasing
11%
of
the
shares ;
NOW
THEREFORE, in consideration of the mutual covenants and agreements hereinafter
set forth and other good and valuable consideration (the receipt and
sufficiency
of which are hereby acknowledged by the parties), the parties covenant
and agree as follows:
SECTION
1
INTERPRETATION
1.1
Definitions.
(a)
"Business" means the business currently carried on by the Company which is
the
operation of providing mobile value-added services including short message
system (SMS) to Chinese enterprises and individuals;
(b)
"Closing" means the completion of the transactions herein on the Closing
Date;
(c)
"Closing Date" means August 8, 2006 or such later date as may be agreed
upon between the parties;
(d)
"Contracts" means all of those agreements, contracts and commitments,
written
or verbal, entered into by the Company that are in effect as of the Closing
Date;
(e)
"Employees" means any and all present and former employees and staff of the
Business
and the Company;
(f)
"Financial Statements" means the audited financial statements of the
Company,
consisting of a balance sheet and a statement of operations and a statement
of deficit;
(g)
"Premises" means the land and buildings which are currently occupied by the
Company
and from which the Company carries on the Business;
| (h) |
"Purchase
Price" means the sums described in Section
3.2.
|
SECTION
2
SALE
AND
PURCHASE
2.1
Sale and Purchase.
Subject
to the terms and conditions of this Agreement and based on the warranties and
representations herein contained the Vendors agree to sell to Infornet and
Wei,
respectively, and Infornet and Wei agree to purchase from the Vendors, shares
representing 49% and 11%, respectively, of the registered capital of the
Company, which shares together aggregate 60% of the registered capital of the
Company (being referred to herein as, the “Shares”) for the Purchase Price set
forth below.
SECTION
3
PURCHASE
AND PAYMENT
3.1 On
Closing Date, the Purchasers will acquire the Shares, representing 60% of the
registered capital of the Company.
3.2 Payment:
| 3.2.1. |
First
Payment.
On
Closing Date, Infornet will pay US$950,000 (Nine Hundred Fifty Thousand
US
Dollars) to the Vendors or a third party designated by the Vendors
pro
rata and cause its parent, China Mobility Solutions, Inc., to issue
8,081,818 (Eight Million Eighty One Thousand Eight Hundred and Eighteen)
shares at the deemed price of US$0.46 (Forty Six cents US) to the Vendors
or a third party designated by the Vendors pro rata in an offering
that is
exempt from registration under the Securities Act of 1933, as amended
(the
“Act”), pursuant to Regulation S. We will deliver good and valuable
consideration, the sufficiency of which is hereby acknowledged by the
Vendors in payment for their shares.
|
| 3.2.2. |
Second
Payment.
Three month from Closing Date, Infornet will pay US$1,350,000 (One
Million
Thirty Five Thousand US Dollars) to the Vendors or a third party
designated by the Vendors pro rata.
|
| 3.2.3. |
Third
Payment.
Six month from Closing Date, Infornet will pay US$1,400,000 (One Million
Four Hundred Thousand US Dollars) to the Vendors or a third party
designated by the Vendors pro rata.
|
SECTION
4
REPRESENTATIONS
AND WARRANTIES
4.1 Representations
and Warranties of the Vendors.
The
Vendors hereby represent and warrant, as of the date hereof and as of
the
Closing Date, that:
(a)
the
Vendors have full right and authority to enter into this Agreement
on the terms and conditions herein set forth and to sell
and
transfer the legal and beneficial title and ownership
of
the
Shares and the Company, and its directors and shareholders
have taken all necessary or desirable actions and proceedings
to approve and authorize, validly and effectively, the
entering into and the execution, delivery and performance of
this
Agreement and the transactions contemplated hereby; and
this
Agreement is a legal, valid and binding obligation of
the
Vendors, enforceable against each of them in accordance with
its
terms; upon the sale and transfer of the Shares to Infornet
and Wei, they shall have good and marketable title to the Shares,free
and
clear of all liens, encumbrances and charges.
(b)
each
of the Vendors is a non-resident of Canada within the
meaning of the Income Tax Act (Canada);
(c)
the
execution, delivery and performance of this Agreement and the
completion of the transactions contemplated hereby will:
(i)
not
constitute a breach by the Vendors of any statute, bylaw
or
regulation or of the Company's memorandum or articles
of association;
(ii)
not
result in a breach of any terms or provisions, or constitute
a default under any agreement, indenture, mortgage,
instrument, court order, judgment or decree to which
the
Vendors or the Company is a party or by which the
Vendors or the Company is bound; and
(iii)
not
result in the creation of any lien, encumbrance or other
charge on the Shares;
(d)
no
person, firm or corporation has any agreement or option or a
right
capable of becoming an agreement for the purchase of the
Shares or any other shares in the capital of the company or
any
right capable of becoming an agreement for the purchase,
subscription or issuance of any of the unissued shares
in
the capital of the Company, or for the acquisition from
the
Company of any of its undertaking, property or assets;
(e) the
Vendors hold 100% of the ownership of the Company; the Shares
represent
an undivided interest in sixty percent (60%) of the registered capital
of
the
Company in accordance with the laws of the Peoples’ Republic of
China.
(f) the
shares of registered capital of the Company are duly authorized, validly
issued
and outstanding as fully paid and non-assessable shares and constitute
100%
of
all of the issued and outstanding shares in the capital of the Company;
(g)
the
Vendors are the registered and beneficial owner of the Shares
and have good and marketable title to the Shares and the Shares
are free and clear of all liens, claims, charges and
encumbrances
of every nature and kind whatsoever;
(h)
the
Company is a company duly organized under the laws of China, is
not a
reporting company and is a valid and subsisting company in good
standing;
(i)
the
Company has the power to own all of its property and assets
and to carry on the Business, and is duly qualified to carry
on
the Business;
(j)
the
Company is not a partner or participant in any partnership,
joint venture, profit-sharing arrangement or other
association of any kind, nor is the Company a party to or
bound
by any agreement which would restrict or limit its right
to
carry on any business or activity or to solicit business
from any person or in any geographical area or otherwise
to conduct the Business as the Company may determine;
(k)
no
dividend declared by the Company has remained unpaid;
(l)
there
are no liabilities, obligations, commitments or indebtedness
of any nature whatsoever (whether accrued, absolute,
contingent or otherwise) of the Company which have
not
been
disclosed to the Purchasers and which the Purchasers have
not
agreed to assume or which the Vendors will not pay subsequent
to Closing;
(m)
the
Company has no Contracts, bonus plans, undertakings or arrangements
whether oral, written or implied with Employees, lessees,
licensees, managers, accountants, suppliers, agents, distributors,
officers, directors, lawyers or others;
(n)
except as has been previously disclosed to the Purchasers, the Company
holds all permits, licenses, consents and authorities issued
by
any governmental authority, or any subdivision thereof, which
are
necessary or desirable in connection with the conduct and
operation of the Business and the ownership or leasing of its assets
and the Company is not in breach of or in default under any term
or
condition of any thereof;
(o)
except as has been previously disclosed to the Purchasers, the Company
is not in breach of any laws, ordinances, statutes, regulations,
by-laws, orders, governmental policies, or decrees to which
it
is subject or which apply to it, and neither the Premises nor their
use
violates any zoning or other by-law, law, ordinance or regulation
applicable to them;
(p)
to
the best knowledge of the Vendors, there is no basis for and
there
are no actions, suits, judgments, investigations or arbitration
or governmental proceedings in progress,
outstanding,
pending or threatened against or relating to the Company
or affecting the Business, Premises, or the Shares at law
or in
equity or before or by any governmental authority,
commission
or agency, domestic or foreign;
(q)
no
security or other encumbrance has been granted by the Company;
(r)
the
documents and information to be delivered to the Purchasers pursuant
to this Agreement shall be accurate and complete;
(s)
the
Company has good and marketable title to all of its properties
and assets, including those reflected in the Financial
Statements or acquired since the date of the most recent
Financial Statement, free and clear of all mortgages, pledges,
liens, encumbrances or charges of any kind whatsoever and
none
of the Company's assets or properties are in the
possession
of or under the control of any other person;
(t)
the
Company has no guarantees with respect to the obligations of
any
other person and has no indemnities or contingent or indirect
obligations with respect to the obligation of any
other
person;
(u)
except as previously disclosed to the Purchasers, neither the Company
nor the Vendors is under any obligation, contractual or
otherwise, to notify or to request or obtain the consent of any
person, and no permits, licenses, certifications, authorizations
or approvals of, or notifications to, any federal,
provincial, municipal or local government or governmental
agency, board, commission or authority, or any foreign
government or other authority, are required to be obtained
or given by the Company or the Vendors:
(i)
in
connection with the execution, delivery or performance by
the
Vendors or the Company of this Agreement or
the
completion of any of the transactions contemplated
herein;
(ii)
to
avoid the loss of any permit, license, certification or other
authorization; or
(iii)
in
order to enable the Company to carry on the Business
in the ordinary course as of and following the
closing of the transactions contemplated hereby.
(v)
The
Vendors represent and warrant to China Mobility Solutions, Inc. (“CHMS”)
as
follows:
| 1. |
The
Vendors are not a U.S. person and are not acquiring the shares of common
stock of CHMS for the account or for the benefit of any U.S.
person and are not a U.S. person who purchased the shares
of common
stock in a transaction that did not require registration under the
the
Act.
|
| 2. |
The
Vendors agree to resell such common stock only in accordance with the
provisions of Regulation S, pursuant to registration under the Act,
or
pursuant to an available exemption from
registration.
|
| 3. |
The
Vendors agree not to engage in hedging transactions with regard to
such
securities unless in compliance with the
Act.
|
| 4. |
The
Vendors consent to the certificate for the shares of common stock of
CHMS
to contain a legend to the effect that transfer is prohibited except
in
accordance with the provisions of Regulation S, pursuant to registration
under the Act, or pursuant to an available exemption from registration,
and that hedging transactions involving the shares of common stock
may not
be conducted unless in compliance with the
Act.
|
| 5. |
The
Vendors acknowledge that CHMS has agreed to refuse to register any
transfer of the shares of common stock not made in accordance with
the
provisions of Regulation S, pursuant to registration under the Act,
or
pursuant to an available exemption from
registration.
|
(w)
The
Vendors covenant and represent and warrant in favor of the Purchasers that
all
of the representations and warranties set forth herein shall be true and
correct
at the time of Closing as if made on that date.
4.2
Representations
and Warranties in Closing Documents.
All
statements contained in a certificate or other instrument delivered by
or
on
behalf of the Vendors pursuant hereto or in connection with the transactions
contemplated hereby shall be deemed to be representations and warranties
by the Vendors hereunder.
4.3
Survival of Representations and Warranties of the Vendors.
The
representations and warranties of the Vendors contained in this Agreement
shall survive the Closing and the payment of the Purchase Price
and, notwithstanding the Closing and the payment of the Purchase Price,
the representations and warranties of the Vendors shall continue
in
full
force and effect for the benefit of the Purchasers, subject to the
following:
(a)
the
representations and warranties of the Vendors contained in Sections
4.1 (n), (p), (s), (t) and (u) shall survive for a period of twelve
(12) months following the Closing Date;
(b)
notwithstanding paragraph (a) above, any claim which is based on
intentional misrepresentation or fraud by the Vendors may be
made
or brought by the Purchasers at any time; provided that a written notice
of
claim is made before the expiry of applicable period, then the representation
and warranty to which such notice applies shall survive in respect
of that claim until the final determination or settlement of that
claim.
4.4
The
Purchasers hereby represent and warrant to the Vendors as follows:
(a)
Infornet is a company duly organized, validly existing and in good standing
under
the
laws of the Hong Kong SAR of the Peoples Republic of China. Its parent,
China Mobility Solutions, Inc., is a corporation duly organized, validly
existing
and in good standing under the laws of the state of Florida. CHMS is
registered
under the Securities Exchange Act of 1934, as amended, and is current
with respect to the filing of annual and periodic reports pursuant to said
Act.
Further, the shares of CHMS are traded on the OTC Bulletin Board in
the
United
States;
(b)
The
Purchasers have all corporate and individual power, authority and
capacity to acquire the Shares and to perform their obligations hereunder.
The execution and delivery of this Agreement has been duly authorized
by all necessary corporate and individual action on the part of the
Purchasers and this Agreement constitutes a valid and binding
obligation of the Purchasers. The Purchasers are not a party
to,
bound by or subject to any indenture, mortgage, lease,
Agreement, instrument, statute, regulation, order, judgment,
decree or law which would be violated, contravened or
breached by or under which any default would occur as a result
of
the execution and delivery by the Purchasers of this Agreement
or the performance by the Purchasers of any of the terms
hereof;
(c)
the
Purchasers covenant, represent and warrant in favor of
the
Vendors that all of the representations and warranties set
forth
herein shall be true and correct at the time of
Closing
as if made on that date.
4.5
Survival of Representations and Warranties of Purchasers.
The
representations and warranties of the Purchasers contained in this Agreement
shall survive the Closing and the purchase of the Shares and, notwithstanding
the Closing and the purchase of the Shares and the representations
and warranties of the Purchasers shall continue in full force
and
effect for the benefit of the Vendors for a period of
twelve
(12) months from the Closing Date.
SECTION
5
COVENANTS
OF THE VENDORS
5.1
Vendors' Covenants.
The
Vendors covenant, agree and undertake with the Purchasers that from
and
after the date of execution of this Agreement to the Closing Date
the
Vendors will:
(a)
cause
the
Company to conduct its business in the ordinary and normal
course and will not permit the Company to do or fail to do
anything that would result in the representations and warranties
of the Vendors herein not to be true and correct at the
time
of Closing;
(b)
ensure
the execution and delivery of all documents and instruments
required to be executed and delivered by the Vendors
and the Company hereunder and will take all steps and
proceedings
and execute such further assurances and documents as
may be
required to effect the transfer to and register the Shares
in
the name of the Purchasers and to fulfill the terms and
conditions of this Agreement;
(c)
deliver
to the Purchasers true and complete copies of all documents
and instruments referred to in this Agreement or in the
Schedules hereto and will not permit the Company to amend any
of
them or enter into any other contract or agreement without
the prior written consent of the Purchasers.
(d)
execute
and deliver on the Closing Date the certificate contemplated
by Section 8.1(d) hereof dated the Closing Date in
a form
satisfactory to the Purchasers’ attorneys;
(e)
obtain
all necessary shareholders and directors resolutions to effect
the transactions contemplated by this Agreement and do all
other
things reasonably necessary to facilitate the
transactions
contemplated herein;
(f)
have
delivered or caused to be delivered to the Purchasers complete
originals, when available, or otherwise true and complete
copies of such originals (including all amendments)
of
all
Contracts, leases and other documents referred to in this
Agreement or any Schedule hereto or required to be disclosed
hereby;
(g)
ensure
that at the Time of Closing, the Company's financial situation
shall be in line with the financial situation contained in
the
financial reports set forth as of September 30, 2005 in the
Schedule attached hereto, except that the Company may have some
financial changes incurred in its normal course of business
for the period from September. 30, 2005 to the Date of Closing.
5.2
Indemnity
by the Vendors.
Without
prejudicing any other remedy available to the Purchasers at
law or
in equity, the Vendors shall fully indemnify and save harmless
the Purchasers from and against any and all costs,
losses, damages or expenses suffered or incurred by the Purchasers
or the Company in any manner arising out of or relating to:
(a)
any
representation or warranty of the Vendors set forth in this
Agreement being untrue or incorrect or the failure of the Vendors
to observe or perform any of their obligations pursuant hereto,
including, but not limited to, the obligations set forth
in
Section 5.1 hereof;
(b)
any
and
all indebtedness or liability of the Company existing at
the
time of the Closing which was not disclosed in writing to
the
Purchasers by the Vendors;
(c)
any
misrepresentation in or omission from any certificate or other
instrument furnished to the Purchasers hereunder; and
(d)
any
and
all actions, suits, proceedings, demands, assessments, judgments,
costs and legal and other expenses incident to any of
the
foregoing.
5.3
Claims
Under Vendors' Indemnity.
If
any
claim is made by any person against the Purchasers or the Company
in respect of which the Purchasers or the Company may
incur
or suffer damages, losses, costs or expenses
that
might reasonably be considered to be subject of the indemnity obligation
of the Vendors as provided in paragraph 5.2, the Purchasers will
notify the Vendors as soon as reasonably practicable of the nature of
such
claim and the Vendors shall be entitled (but not required) to assume
the defense of any suit brought to enforce such claim.
Notwithstanding
the foregoing, if the person making the claim threatens or
takes
any action which does or could affect the assets of the business
of the Company or the Purchasers then the Vendors shall, within ten
(10)
days of being notified of such threat or action, post with the Court
sufficient security to satisfy the claim and costs related
thereto,
failing which the Vendors shall not have the right to defend or
continue to defend the claim. The defense of any such claim (whether
assumed
by the Vendors or not) shall be through legal counsel and shall be
conducted in a manner acceptable to the Purchasers and the Vendors, acting
reasonably, and no settlement may be made by the Vendors or the
Purchasers
without the prior written consent of the other. If the Vendors
assumes the defense of any claim then the Purchasers and the Purchasers’
counsel shall co-operate with the Vendors and their counsel in
the
course of the defense, such co-operation to include using reasonable
best efforts to provide or make available to the Vendors and his
counsel documents and information and witnesses for attendance at examinations
for discovery and trials. The reasonable legal fees and disbursements
and other costs of such defense shall, from and after such
assumption, be borne by the Vendors.
SECTION
6
COVENANTS
OF THE PURCHASERS
6.1
Purchasers’ Covenants.
The
Purchasers covenant, agree and undertake with the Vendors that they
will
pay the Purchase Price in the manner described in Section 3.2 of this
Agreement.
6.2
Purchasers’ Covenants.
The
Purchasers covenant, agree and undertake with
the
Vendors that the Purchasers shall operate the Company in a professional
and businesslike manner after the Closing Date.
6.3
Indemnity by the Purchasers.
The
Purchasers, jointly and severally, shall fully indemnify and save harmless
the
Vendors from and against any and all costs, losses, damages or expenses suffered
or
incurred by the Vendors in any manner arising out of or relating
to:
(a)
any
misrepresentation or non-fulfillment of any covenant on the part
of
the Purchasers under this Agreement; and
(b)
any
and all actions, suits, proceedings, demands, assessments, judgments,
costs and legal and other expenses incident to any of
the
foregoing.
6.4
Claims
Under Purchasers' Indemnity.
If
any
claim is made by any person against the Vendors in respect of
which
the Vendors may incur or suffer damages, losses, costs
or
expenses that might reasonably be considered to be subject
to the indemnity obligation of the Purchasers as provided in
Section 6.3, the Vendors will notify the Purchasers as soon as reasonably
practicable of the nature of such claim and the Purchasers and
the
Company shall be entitled (but not required) to assume the defense
of any suit brought to enforce such claim. Notwithstanding the
foregoing,
if the person making the claim threatens or takes any action which
does or could affect the assets of the business of the Vendors then
the
Purchasers shall, within ten (10) days of being notified of such
threat or action, post with the Court sufficient security to satisfy
the claim and costs related thereto, failing which the
Purchasers
and the Company shall not have the right to defend or continue
to defend the claim. The defense of any such claim (whether assumed
by the Purchasers and/or the Company or not) shall be through legal
counsel and shall be conducted in a manner acceptable to the Purchasers
and the Vendors, acting reasonably, and no settlement may be
made
by
the Vendors or the Purchasers without the prior written consent of
the
other. If the Purchasers or the Company assumes the defense of any
claim
then the Vendors and the Vendors' counsel shall co-operate with
the
Purchasers and the Company and their counsel in the course of the
defense, such co-operation to include using reasonable best efforts
to
provide or make available to the Purchasers and the Company and their
counsel
documents and information and witnesses for attendance at examinations
for discovery and trials. The reasonable legal fees and disbursements
and other costs of such defense shall, from and after such
assumption, be borne by the Purchasers or the Company, as the case
may
be.
SECTION
7
CONDITIONS
PRECEDENT TO THE PURCHASER'S’ OBLIGATIONS
7.1
Purchasers’
Conditions Precedent.
Notwithstanding
anything herein contained, the obligation of the Purchasers
to complete the transactions hereunder is conditional upon
the
fulfillment of the following conditions precedent:
(a)
the
audited financials from inception to March 31, 2006 of the Company must be
completed.
(b) all
covenants and agreements of the Vendors to be performed on or
before
the Closing Date pursuant to the terms and conditions
of this Agreement have been duly performed;
(c)
on or
before the Closing Date, no injunction or restraining order
of
a court or administrative tribunal of competent jurisdiction
shall be in effect which prohibits the
transactions
contemplated hereunder and no action or proceeding
shall have been instituted and remain pending before
any such court or administrative tribunal to restrain
or
prohibit the transactions contemplated hereby;
(d)
the
Vendors shall deliver to the Purchasers on the Closing Date a
certificate signed by the Vendors that the conditions set out
in
Section 7.1(a) have been satisfied;
(e)
the
representations and warranties of the Vendors contained in this
Agreement shall be true on and as of the Closing Date with
the
same effect as though such representations and
warranties
had been made on and as of the Closing Date; and
(f)
since
the date hereof and prior to the Closing Date, no loss or
damage
by fire, negligence or otherwise shall occur to the property
and assets of the Company or Premises.
(g)
The
obligation of Infornet to consummate an acquisition of 49% of the Shares at
Closing shall be contingent upon Wei executing and delivering to Infornet a
Stock Option Agreement in form and substance satisfactory to Infornet, which
agreement
grants Infornet, among other things, the option to purchase the 11% portion
of
the Shares acquired by Wei for an aggregate price of $100, upon certain
conditions precedent.
7.2
Conditions
for Benefit of Purchasers.
The
preceding conditions are for the exclusive benefit of the Purchasers and such
conditions must be fulfilled as described in subsection 7.1 or may be waived
in
whole or in part by the Purchasers on or prior to the Closing Date by delivery
to the Vendors of a written waiver to that effect, signed by the
Purchasers.
.
SECTION
8
GENERAL
PROVISIONS
8.1
Time
of
Essence.
Time
shall be of the essence of this Agreement.
8.2
Force
Majeure.
If
the
transaction fails to close due to an act of God, no compensation shall
be
made to either party.
8.3
No
Merger
and Survival.
The
representations, warranties, covenants, indemnities and agreements contained
in this Agreement or pursuant hereto shall not merge at the closing,
and shall survive and continue in full force and effect from the Closing
Date.
8.4
Notice.
Any
notice, waiver or other communication required or permitted to
be
given hereunder shall be in writing and signed by or on behalf of such
party and shall be given to the other party by delivery thereto, or
by
sending by prepaid registered mail or facsimile to the address of the
other
party as herein set forth or to such other address of which notice
is
given, and any notice shall be deemed not to have been sufficiently
given until it is received. Any notice or other communication contemplated
herein shall be deemed to have been received on
the
day
delivered, if delivered, on the fourth business day following the
mailing thereof, if sent by registered mail, and the second business
day following the transmittal thereof, if sent by facsimile. If
normal
mail or facsimile service shall be interrupted by strike, slowdown,
force majeure or other cause, the party sending the notice
shall utilize any of such services which have not been so interrupted
or shall deliver such notice in order to ensure prompt receipt
of same by the other party.
8.5
Waiver.
No
waiver
of any of the provisions of this Agreement will be deemed
or
will constitute a waiver of any other provision (whether or not
similar) nor will any waiver constitute a continuing waiver unless
otherwise
expressly provided.
8.6
Modifications
and Approvals.
No
amendment, modification, supplement, termination or waiver of
any
provision of this Agreement will be effective unless in writing
signed by the appropriate party and then only in the specific instance
and for the specific purpose given.
8.7
Further
Assurances.
Each
of
the parties hereby covenants and agrees to execute any further
and other documents and instruments and to do any further
and other things that may be necessary to implement and carry
out
the intent of this Agreement.
8.8
Ensurement
and Assignment.
This
Agreement will ensure to the benefit of and will be binding upon
the
Vendors and the Purchasers, and their respective personal
representatives, heirs, executors, administrators, successors and
permitted assigns. Neither party will assign its rights or obligations
under this Agreement or any part thereof, provided that the
Purchasers may assign this Agreement, without consent, but upon notification
to the Vendors, to another corporation.
8.9
Counterparts.
This
Agreement may be executed in counterparts or by facsimile
and each such Agreement or facsimile so executed shall be deemed
to
be an original and such counterparts together shall constitute
one and the same Agreement.
8.10
Severability.
If
any
one or more of the provisions contained in this Agreement
should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of such provision or
provisions
shall not in any way be affected or impaired thereby in any other
jurisdiction and the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby
in any other jurisdiction and the validity, legality and enforceability
of the remaining provisions contained herein shall not in
any
way be affected or impaired thereby.
8.11
Included
Words.
Words
importing the singular include the plural and vice-versa,
and words importing gender include all genders.
8.12
Headings
and Interpretation.
The
section and subsection headings are included solely for convenience,
are not intended to be full or accurate descriptions of
the
content, or to be considered part of this Agreement. The
parties hereto acknowledge that their respective legal counsel
have reviewed and participated in settling the terms of this Agreement,
and agree that any rule of construction to the effect that any
ambiguity is to be resolved against the drafting party shall not be applicable
in the interpretation of this Agreement.
8.13
Governing
Law.
This
Agreement shall be construed and enforced in accordance with
the
laws of the People’s Republic of China, and will be treated
in all respects as a Chinese contract.
8.14
Entire
Agreement.
This
Agreement, together with the contract and all Schedules to
this
Agreement, constitutes the entire agreement between the
parties regarding the subject matter hereof. In the event of any inconsistency
between this Agreement and the interim contract, the provisions
of this Agreement shall prevail.
IN
WITNESS WHEREOF the parties have executed this Agreement on the date
first
above
written.
|
EXECUTED and DELIVERED by
|
| /s/ XxXxxx Xxx |
|
XxXxxx Xxx, Vendor
|
| /s/ XxxxXxx Xxxx |
| XxxxXxx Xxxx, Vendor |
|
BEIJING
TOPBIZ TECHNOLOGY DEVELOPMENT CORP. LTD.,
|
INFORNET
INVESTMENT LIMITED
|
|
| By: /s/ XxXxxx Xxx | By: /s/ XiaoQing Du | |
|
Name:
XxXxxx Xxx
Title:
President
|
Name: XiaoQing
Du
Title:
President
|
| XXX XXX |
|
/s/
Xxx Xxx
|
| (In His Individual Capacity) |
