PRELIMINARY CONTRACT OF TRANSFER OF COMPANY BRANCH
Exhibit
10.1
PRELIMINARY
CONTRACT OF TRANSFER OF COMPANY BRANCH
With
the
present private contract, written in two originals, between Mondobello SAS
effective in Ravenna Via Farini, henceforth the promissory buyer.
Whereas
ICC Italy Srl is the titleholder of 4 stores well known to the parties that
are
listed here as follows:
•
in
TRESCORE BALNEARIO (BG) Xxx Xxxxx 0/X
•
in
RAVENNA (RA) store called FreeLine Xxxxx Xxxxxx 00
•
in
RAVENNA (RA) store called Mondobello Via Xxxxxxxx 74/64/52
•
in
RAVENNA (RA) locality lido di Adriano Xxxxx Xxxxxxxx 00
All
are
stores of telephony and some are equipped with phone centers that ICC Italy
Srl
holds by force of contract of lease well known to the parties, the premise
of
which is agreed and stipulated as follows.
1)
The
promissory purchasers pledge to buy for an entity, company, or physical person
to be named at the moment of the notarial deed to be carried out by October
31,
2008, the stores as per the above in the state of being in which they are
found,
from the promissory transferor who pledges on the other hand to sell the
same.
2)
the
sale of the company branch shall include the furnishings, systems, and goods
in
storage with the exclusion of the information equipment (PCs, printers, cash
registers, etc.) all for the total figure of € 195,000.00 (one hundred
ninety-five thousand/00) the sum including the interest on delayed
payment.
This
sum
consists of goods in storage for € 57,446.00 to be verified in detail, and the
difference from the start up, equipment, and furnishings (details to be provided
at the time of stipulating the definitive deed). The damage deposits for
the
lease remain, to the benefit of the promissory purchasers.
3)
The
payment shall be served by a xxxx of exchange guarantee with signed titles
by
all the promissory purchasers together, and the sale will be carried out
with
reservation of property up to the balance of what is due.
Upon
signing the present preliminary agreement 2 payments will be issued of €
12,500.00 (twelve thousand five hundred/00) each, of which, the first will
be
dated on the notarial deed and the other 10 days after the same.
For
residual payment on the deed, 48 payments of € 3,230.00 (three thousand two
hundred thirty/00) will be issued, each on a monthly basis where the first
due
date will be January 20, 2009 and the subsequent ones each month up to the
balance; except payment of € 15,000.00 (fifteen thousand/00) with a due date of
April 30, 2009.
4)
The
effects of the notarial deed will begin November 1, 2008. From this date
the
promissory purchasers are also transferred the WIND codes. The Parties agree
that the credits and debts related to the company transferred will remain,
respectively, in favor of and the burden of the promissory transferor
Party.
5)
The
promissory purchaser Party will enter into all contracts stipulated by the
promissory seller Party after the date of the notarial deed for the use of
the
same business, according to and with the effect of art. 2558 of the Civil
Code,
and, in particular, those concerning insurances, electric power, gas, and
water,
which bills the Parties will divide squarely with reference to the day’s
date.
6)
The
present contract is intended as a rescinded right if, and hence however
stipulated, by a cause independent of the will of the Parties, the authorities
with jurisdiction do not grant the prescribed authorizations. The promissory
selling party must in such case restore the sum received.
7)
Expenses and fees for the present act are the burden of the parties in
equal
measure.
8)
For
all controversies inherent in the interpretation, the validity, and/or execution
of the present contract the Court of Mantua will have jurisdiction in via
of
exclusive right.
Ravenna,
October 21, 2008
[signatures]
