Exhibit 10.2
[LOGO XXXXXXX + XXXXXX
LAWYERS]
Novation of Contract
--------------------------------------------------------------------------------
THIS AGREEMENT is made on August 20, 0000
XXXXXXX
Xxxxxxxx Xxxxxxx Pty Ltd (administrator appointed) (ACN 072 221 375)
of 00 Xxxxxxx Xxxxx, Xxxxx Xxxxxxxx, 0000
(xxx "continuing party")
AND Global Realty Development Corp
(the "substitute party"
AND Mount Xxxxxx Estates of Farm 0X, Xxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxxx
Xxxx, Xxxxxxx Xxxx, Xxxxx Xxxxxx
(the "retiring party")
WHEREAS
A. Under an agreement dated 28 February 2005 between the retiring party as
borrower and the continuing party as lender (the 'contract') the
continuing party at the request of the retiring party has provided the
retiring party with financial accommodation for the purposes stated in the
contract.
B. The parties to this agreement have agreed that with effect from the date
of this agreement (the 'effective date') the contract shall be novated.
IT IS AGREED:
Novation
With effect on and from the effective date:
the substitute party shall be substituted for the retiring party under the
contract as if it had originally been a party to the contract instead of the
retiring party, and all references in the contract to the retiring party in any
capacity shall be read and construed as if they were references to the
substitute party; and
[LOGO XXXXXXX + XXXXXX
LAWYERS]
Novation of Contract
--------------------------------------------------------------------------------
the substitute party shall be bound by and comply with the provisions of the
contract binding upon the retiring party and shall enjoy all the rights and
benefits of the retiring party under the contract.
Indemnity
The retiring party agrees with the substitute party to indemnify and keep
indemnified the substitute party from and against any liability incurred by the
substitute party as a result of any action, demand, claim or proceeding against
the substitute party by the continuing party under or in respect of the contract
relating to any act or omission of the retiring party prior to the effective
date.
The substitute party agrees with the retiring party to indemnify and keep
indemnified the retiring party from and against any liability incurred by the
retiring party as a result of any action, demand, claim or proceeding against
the retiring party by the continuing party under or in respect of the contract
relating to any act or omission of the substitute party on or after the
effective date.
Release of Retiring Party
With effect on and from the effective date the continuing party releases the
retiring party from all its obligations under the contract and all actions,
claims or proceedings that it may have against the retiring party under or in
respect of the contract relating to any act or omission of the retiring party on
or after the effective date.
Conditions
Notwithstanding that the effective date may have passed, the provisions of
clause 2 of this agreement shall have no force or effect until the continuing
party shall have certified that it has received in form and substance
satisfactory to it a legal opinion from an attorney at law in the jurisdiction
applying for each of the retiring party and the substitute party certifying the
manner of execution as being legally binding on the party concerned.
Representations and Warranties
Each of the retiring party and the substitute party represents and warrants to
the continuing party and to each other that:
[LOGO XXXXXXX + XXXXXX
LAWYERS]
Novation of Contract
--------------------------------------------------------------------------------
status: it is a corporation validly existing under the laws of the country in
which it is incorporated;
corporate power and authorisations: it has the corporate power to enter into and
perform its obligations under this agreement and has taken all necessary
corporate action to authorise the execution, delivery and performance of this
agreement;
agreement binding: this agreement is its valid and binding obligation
enforceable against it in accordance with its terms; and
no winding up or execution: no application or order has been made for the
winding up or liquidation of it; no action has been taken to seize or take
possession of any of its assets; there are no unsatisfied judgments against it
and it is able to pay its debts as they fall due.
Reliance
The retiring party and the substitute party acknowledge that the continuing
party has entered into this agreement in reliance on the representations and
warranties in clause 5(1).
Expenses
All parties shall bear their own expenses in relation to the preparation,
execution and completion of this agreement; and
The substitute party shall reimburse the continuing party for its costs and
expenses of and relating to the enforcement of, or preservation of any rights
under, this agreement, including legal costs and expenses on a full indemnity
basis.
Governing law and jurisdiction
This agreement shall be governed by and construed in accordance with the laws of
Victoria and each of the parties submits to the non-exclusive jurisdiction of
its courts.
Counterparts
This agreement may be executed in any number of counterparts. All of such
counterparts taken together shall be deemed to constitute the one instrument.
[LOGO XXXXXXX + XXXXXX
LAWYERS]
Novation of Contract
--------------------------------------------------------------------------------
EXECUTED AS AN AGREEMENT
Executed by DOMINION ESTATES )
PTY LTD (ADMINISTRATOR )
APPOINTED) ACN 072 221 375 by
being signed by its joint administrator
XXXXXXXXX XXXXXX in the presence
of
/s/ Xxxxxxxxx Xxxxxx
-------------------------------- ---------------------------------
-------------------------------- ---------------------------------
-------------------------------- ---------------------------------
Executed by GLOBAL REALTY )
DEVELOPMENT CORP by being )
signed by its Chief Financial officer )
XXXXX XXXXXXX XXXXX in the
presence of
/s/ Xxxxx Xxxxxxx Xxxxx
-------------------------------- ---------------------------------
Executed by MOUNT XXXXXX )
ESTATES by being signed by its )
President XXXX XXXXXXXXXXX in the )
presence of
/s/ Xxxx Xxxxxxxxxxx
-------------------------------- ---------------------------------
[LOGO XXXXXXX + XXXXXX
LAWYERS]
Novation of Contract
--------------------------------------------------------------------------------
TABLE OF CONTENTS
1. NOVATION.............................................................18
2. INDEMNITY............................................................19
3. RELEASE OF RETIRING PARTY............................................19
4. CONDITIONS...........................................................19
5. REPRESENTATIONS AND WARRANTIES........................................2
6. EXPENSES.............................................................20
8. GOVERNING LAW AND JURISDICTION........................................3
9. COUNTERPARTS..........................................................3
[LOGO XXXXXXX + XXXXXX
LAWYERS]
Novation of Contract
--------------------------------------------------------------------------------
BETWEEN
Dominion Estates Pty Ltd (administrator appointed)
(ACN 072 221 375)
AND
Global Realty Development Corp
AND
Mount Xxxxxx Estates
--------------------------------------------------------------------------------
NOVATION OF CONTRACT
--------------------------------------------------------------------------------
[LOGO XXXXXXX + XXXXXX
LAWYERS]
Xxxxx 00
000 Xxxxxxx Xxxxxx
Xxxxxxxxx Xxx 0000
Tel: (00) 0000 0000
Fax: (00) 0000 0000
Ref: SOH:50194
