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SECURITIES PURCHASE CONTRACT
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1. CONTRACTING PARTIES
1.1. Seller
Business Name : EuroWeb International Corporation
Seat :
Registration :
Represented by: Xxxxx Xxxx, national of Hungary residing at
1022 Bimbo ut 94. acting as CEO authorized to
sign independently pursuant
to extract from the Commercial Registry
(hereinafter "Seller")
1.2. Buyer
Business Name : DanubiaTel, a.s.
Seat : Xxxxxx 0
000 00 Xxxxxxxxxx
XX No. : 35 831 545
Registration : Bratislava I District Court
Section: Sa
File No.: 2922/B
Represented by : Ing. Xxxxx Xxxxxx
Chairman of the Board of Directors
(hereinafter "Buyer")
1.3. The Seller and Buyer hereby enter into this securities purchase
contract (hereinafter "Contract") in accordance with ss. 30 et seq. of
Act No. 566/2001 Coll. on securities and investment services and on
amendment and supplement to certain acts, as amended (hereinafter
"Securities Act"), applying the respective provisions of the
Commercial Code, Act No. 513/1991 Coll., as amended (hereinafter
"Commercial Code").
2. DEFINITIONS
2.1. ICANN - Internet Corporation For Assigned Names and Numbers - a
non-profit organization established on 30 September 1998 for the
purpose of operating technical/coordination functions of the Internet
in the public interest.
2.2. IANA - Internet Assigned Numbers Authority 2.3. ccTLD - country-code
top-level domain - national domain
2.4. ccTLD manager - organization to which ICANN delegated administration of
the national domain 2.5. administrative and technical contact - persons
designated by the ccTLD manager for communication with ICANN 2.6. IANA
ccTLD database - database of national domains, also containing a list
of ccTLD managers and administrative and
technical contacts
2.7. CDCP SR - Central Depository of Securities of the Slovak Republic
2.8. Financial statements - Company Financial Statements as at December 31,
2004, including the Balance Sheet, Profit and Loss Statement, General
Ledger and Tax Return for VAT. The Financial Statements form the Annex
No. 4.A to the Contract.
2.9. Preliminary financial statements- preliminary extraordinary Company
Financial Statements as at February 28, 2005, including the Balance
Sheet, Profit and Loss Statement, General Ledger and Tax Return for
VAT. The preliminary Financial Statements form the Annex No. 4.B to
the contract.
2.10. List of Liabilities -listing of Company trade creditor payables as at
February 28, 2005. The list of liabilities from the Annex No. 5. to
the Contract.
2.11. List of Receivables-listing of Company trade receivables as at
February 28, 2005. The list of receivables forms the Annex No. 6 to
the Contract.
3. RECITALS
3.1. The Seller hereby warrants and represents that as at the date of
execution of the Contract, it is the exclusive owner of publicly
non-tradable securities with the following specifications (extract
from the register of shareholders of CDCP SR is attached as Annex No.
1 to the Contract):
Type of security : common stock
Appearance of security : certificate
Form of security : registered
Issuer of security : EuroWeb Slovakia, a.s.
Issuer ID No. : 35 698 446
Nominal value of 1 share : 1,000 SKK
Number of certificates : 1,000
Issue number : LP 0000000891
Type of security : common stock
Appearance of security : certificate
Form of security : registered
Issuer of security : EuroWeb Slovakia, a.s.
Issuer ID No. : 35 698 446
Nominal value of 1 share : 10,000 SKK
Number of certificates : 4,040
Issue number : LP 0000000892
Percentage in the issuer's share capital : 100 %
(hereinafter "Shares" )
3.2. The Seller further undertakes that the Shares of the issuer -EuroWeb
Slovakia, a.s., having its seat at Xxxxxxxxxxx0/X, 000 00 Xxxxxxxxxx,
Company ID: 35 698 446, entered in the Commercial Registry of the
District Court of Bratislava I, Division Sa, Entry No. 1156/B
(hereinafter referred to as the "Company" ) has been replaced by the
day of signing the Contract by 2 units ( two units) of bulk shares No.
1 and No. 2 in documentary form which replace the Company Shares as
follows:
3.2.1. bulk share No. 1 replaces 1,000 units ( one thousand units)
of Shares with the numerical designation 001-1000, each with
the nominal value of SKK 1,000 (one thousand Slovak Crowns)
3.2.2. bulk share No. 2 replaces 4,040 (four thousand and forty)
units of Shares with the numerical designation 0001-4040,
each with the nominal value of SKK 10,000 (ten thousand
Slovak Crowns).
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3.3. The Seller further undertakes that the Shares of the issuer - Company
are not subject to any encumbrances or third party rights and that its
right to dispose of the Shares is not restricted in any manner.
3.4. The Seller hereby warrants and represents that as at the date of
execution of the Contract, the share capital of the Company is
41,400,000 SKK (forty one million four hundred thousand Slovak Crowns)
and is fully paid up. This share capital is divided into 1,000 (one
thousand) units of Shares, each with the nominal value of SKK 1,000
(one thousand Slovak Crowns) which are replaced by the bulk share No.
1, and 4,040 (four thousand and forty) units of Shares each with the
nominal value of SKK 10,000 (ten thousand Slovak Crowns) which are
replaced by the bulk share No. 2.
4. SUBJECT OF THE CONTRACT
4.1. On the basis of the Contract the Seller sells and the Buyer purchases
to its assets 1 (one) bulk share of the Company with the numerical
designation 1 specified in the point 3.2.1. of the Contract which
replaces 1,000 (one thousand) units of the Company Shares each with
the nominal value of SKK 1,000 (one thousand Slovak Crowns) and 1
(one) bulk share of the Company with the numerical designation 2
specified in the point 3.2.2. of the Contract which replaces 4,040
(four thousand and forty) units of the Company Shares each with the
nominal value of SKK 10,000 (ten thousand Slovak Crowns) representing
the share on the Company share capital in the amount of 100 % (in
words one hundred percent ) for the purchase price stipulated in the
section 5.1. of the Contract and in the manner and under the terms
below stated in the Contract.
4.2. The Buyer undertakes that within one year from the day of signing the
Contract, it will take all the measures directed at the change of the
Company business name. The period according to the previous sentence
may only be extended by the time inevitably needed for obtaining the
consent of ICANN with such a change of the Company business name. The
Buyer undertakes to ensure that the Company asks ICANN for the consent
with the change of the Company business name latest within one year
from the day of signing the Contract.
5. PURCHASE PRICE AND PAYMENT DUE DATE
5.1. The total purchase price of the subject of the purchase as set forth
in Section 4.1 of the Contract, i.e. the purchase price for 100% of
the Shares in the Company has been agreed by the parties as 2,700,000
USD. (two million seven hundred thousand US dollars ) as is payable
upon signing of this agreement.
6. PERFORMANCE OF THE SUBJECT OF THE CONTRACT
6.1. Transfer of the subject of the purchase set forth in Section 4.1 of
the Contract to the Buyer shall take place by handover to the Buyer
and a transfer endorsement on the date of execution of the Contract.
6.2. Transfer of the transferred Shares shall become effective toward
the Company on the date the change in shareholder is registered in the
register of shareholders maintained by the CDCP SR. The parties hereby
undertake that following the transfer endorsement, they shall take all
actions necessary in order for the Company to secure registration of
the Share transfer with the CDCP SR in the register of shareholders
maintained by the CDCP SR.
7. CRITICAL WARRANTIES OF THE SELLER
7.1. The Seller declares that the Preliminary Financial Statements and the
List of Liabilities include according to its best knowledge as at
February 28, 2005, all the existing liabilities of the Company against
other entities or bodies of the public administration arising
according to the regulations of private or public law (i.e. the
liabilities the legal reason of which occurred before February 28,
2005), including the liabilities (along with accessories) as at
February 28, 2005, being outstanding (in total or in part) and the
liabilities due after February 28, 2005, ( in total or in part) - /
hereinafter referred to as also jointly referred to ,,Existing
Liabilities "/. Liabilities pursuant to the previous sentence shall
mean liabilities defined by creditor and the legal reason for
incurrence of such. The Preliminary Financial Statement and List of
Liabilities does not contain liabilities associated with ordinary
expenses for the period beginning 1 March 2005 through the date, until
the day of signing of this Contract (hereinafter "Liabilities
Associated with Ordinary Expenses in the Transitional Period"). For
the purposes of this Contract, Liabilities Associated with Ordinary
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Expenses in the Transitional Period shall mean Company liabilities
which, in view of the nature and content of the Company's business
activities, are incurred by the Company regularly or repeatedly and
are necessary to carry out the Company's usual business activities
(such as telephone fees, fuel expenses, energy expenses, obligations
arising from client and other contracts, etc) in other words
"Operating expenses in ordinary course of business".
7.2. The Seller represents that:
7.2.1. to the Seller's best knowledge Preliminary Financial
Statements and List of Liabilities contain the complete
itemization of all the Company's Existing Liabilities
(including accessories), as defined in Section 7.1 of the
Contract, as at 28 February 2005, including Existing
Liabilities arising from security provided by the Company,
drafts or blank drafts issued which were accepted or
endorsed by the Company, liabilities which could arise from
court disputes in which the Company is the defendant, or
liabilities of a sanction nature; and
7.2.2. to the Seller's best knowledge there are no contracts,
agreements, amendments, other legal acts, documents or other
legal grounds from which any other Company liabilities could
arise and which have the nature of Existing Liabilities in
accordance with Section 7.1 of the Contract, i.e. there are
no other Existing Liabilities except those which are set
forth in the Preliminary Financial Statements or in the List
of Liabilities, and
7.2.3. to the Seller's best knowledge there are no contracts,
agreements, amendments, other legal acts, documents or other
legal grounds, except for those stated in Appendix 14., from
which any other Company liabilities could arise and which
have the nature of Existing Liabilities in accordance with
Section 7.1 of the Contract which have been withheld from
the Buyer.
7.3. The Seller declares that the Preliminary Financial Statements and the
List of Receivables include according to its best knowledge as at
February 28, 2005, all the existing receivables of the Company from
other entities or bodies of the public administration arising
according to the regulations of private or public law (i.e. the
receivables the legal reason of which occurred before February 28,
2005 ), including the receivables (along with accessories) as at
February 28, 2005, not settled by the debtors (in total or in part)
and the receivables due after February 28, 2005, (in total or in part)
- / hereinafter referred to as also jointly referred to ,,Existing
Receivables"/. Receivables pursuant to the previous sentence shall
mean receivables defined by debtor, amount of the receivable, payment
due date and the legal reason for incurrence of such.
7.4. The Seller represents that to the Seller's best knowledge Preliminary
Financial Statements and List of Receivables also depicts all future
claims of the Company against third parties arising to the Company for
Company services and performance rendered through 28 February 2005 but
not invoiced as of 28 February 2005 to the respective debtor
(hereinafter also "Claims Not Yet Invoiced").
7.5. The Seller represents that to the Seller's best knowledge Preliminary
Financial Statements and List of Receivables contains a complete
itemization of all Company's Existing Receivables (including
appurtenances) as at 28 February 2005, including Claims Not Yet
Invoiced as at 28 February 2005.
7.6. For the purposes of this Contract, an undiscovered Existing Liability,
on which the Company is obliged to return part of the purchase price
pursuant to the respective provisions of Article 8 of this Contract,
shall mean any liability pursuant to Section 7.1 of the Contract which
was incurred by the Company through 28 February 2005, i.e. arose prior
to 28 February 2005, and is not set forth nor in the Preliminary
Financial Statements either in the List of Liabilities (hereinafter
"Undiscovered Liability"). However, a future liability which has not
been calculated or which arises from contracts and documents attached
to this Contract which were provided to the Buyer shall not be deemed
to be an Undiscovered Liability, nor shall a Liability Associated with
Ordinary Expenses in the Transitional Period pursuant to Section 7.1
of the Contract be deemed to be an Undiscovered Liability if the
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overall amount of such Liabilities Associated with Ordinary Expenses
in the Transitional Period does not exceed the limit set forth in
Section 8.5 of this Contract.
8. REDUCTION IN THE PURCHASE PRICE
8.1. The Seller guarantees the Buyer the right to a refund of the purchase
price specified in Section 5.1 of the Contract in the event of the
circumstances set forth in the provisions of this Article of the
Contract and under the terms and conditions in the further provisions
of this Article of the Contract.
8.2. The parties have agreed that the Seller shall refund part of the
purchase price specified in Section 5.1 of the Contract to the Buyer
in the event that an Undiscovered Liability is exercised against the
Company after the date of handover of the Shares to the Buyer (Section
7.6 of the Contract) and if such Undiscovered Liability is confirmed
by an unappealable court or administrative ruling. The Seller shall
refund to the Buyer that part of the purchase price which corresponds
to the fullest extent to the amount of each unappealable, confirmed
Undiscovered Liability. The Seller shall incur the obligation to
refund part of the purchase price pursuant to the previous sentence on
the effective date of the respective, unappealable court or
administrative ruling, provided such administrative ruling cannot be
challenged in a court of law. The prerequisite for refunding part of
the purchase price to the Buyer pursuant to this Section shall be that
in each case, the Company exhausts all legally prescribed remedies
against the exercised Undiscovered Liability, taking into account the
circumstances of each specific case. In this case, the Seller should
be kept fully informed about the procedures by the Buyer.
8.3. For the purposes of this Contract, a ruling of other bodies authorized
to issue rulings of an identical or similar nature shall also be
deemed to be court rulings, which have identical or similar legal
ratifications for the participants, especially rulings issued by a
court of arbitration or arbitrators, whose authority to make rulings
was agreed by the parties and is in accordance with legal regulations
and is uncontestable on the grounds of distress.
8.4. The parties have agreed that the obligation of the Seller to refund
part of the purchase price to the Buyer pursuant to this Article of
the Contract shall not apply to those Undiscovered Liabilities which,
with respect to all circumstances, have the nature of Liabilities
Associated with Ordinary Expenses in the Transitional Period. and
provided that the conditions set forth in Section 8.5. of the Contract
have also been fulfilled.
8.5. The parties have agreed that the obligation of the Seller to refund
part of the purchase price to the Buyer pursuant to Article 8 shall
not apply to Undiscovered Liabilities pursuant to Section 8.4. of the
Contract only in the event that the overall monetary amount of the
Liabilities Associated with Ordinary Expenses in the Transitional
Period do not exceed more than 10% (ten percent) of the arithmetic
monetary average monthly amount of the Liabilities Associated with
Ordinary Expenses of the Company, calculated for the previous 6 (six)
months (i.e. September 2004 through February 2005) pursuant to the
data set forth in the respective accounting documentation presented to
the Buyer, or if growth in the Liabilities Associated with Ordinary
Expenses in the Transitional Period exceeding 10% compared to the
average of the aforementioned is also covered by at least an identical
growth in profits for the given period, provided that such growth in
expenses and profits occurred in direct relation to the ordinary
business activities of the Company in the area of telecommunication
services.
8.6. The obligation of the Seller to provide the financial fulfillments for
the purposes of refunding the part of the purchase price to the Buyer
for legal reasons stated in the Article 8. of the Contract is limited
by the total amount of USD 540,000 (five hundred forty thousand US
Dollars). After the payment of this sum to the Buyer the obligation of
the Seller to provide financial fulfillments for the purposes of
refunding of the part of the purchase price to the Buyer for legal
reasons stated in Article 8. of the Contract, cease to exist in full.
The Buyer shall not be entitled to make any claim under this Article
8. of the Contract after the 4th anniversary of the date of this
Contract.
8.7. The Buyer is authorized to require the Seller to meet its obligation
to provide the financial fulfillments for the purposes of refunding of
a part of purchase price to the Buyer for legal reasons stated in the
section 8.2. of the Contract only when the sum Undiscovered
Liabilities exercised against the Company expressed in financial terms
achieves the limit of USD 5,000 minimum (five thousand US Dollars).
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8.8. The financial fulfillments of the Seller for the purpose of refund of
part of the purchase price to the Buyer for the legal reasons set
forth in Section 8.2 of the Contract shall be due and payable within 3
(three) days from delivery of a written notice for payment of such or
from the date of delivery of a written notice that such obligation
shall be setoff against the claim of the Seller.
9. FURTHER REPRESENTATIONS OF THE SELLER
9.1. The Seller further represents to the Buyer the following:
9.1.1. The share capital of the Company was paid up to the extent
corresponding to the data recorded in the extract from the
Commercial Registry, which is attached as Annex No. 2 to the
Contract.
9.1.2. The Company's statutes, attached as Annex No. 3, correspond
to the statutes which are duly effective as at the date of
concluding this Contract.
9.1.3. All facts regarding the Company, which are subject to and
authorized for registration were registered with the
respective Commercial Registry.
9.1.4. The Seller has authorization to conclude the Contract and
fulfill its obligations arising from the Contract. 9.1.5.
The Seller concludes the Contract and sells the Shares to
the Buyer in accordance with applicable legal regulations in
the Slovak Republic and the concluding and performance of
the Contract is not in conflict with any rulings by which
the Seller is bound.
9.1.6. To the Seller's best knowledge as at the date of concluding
the Contract, there are no court, administrative,
arbitration or other proceedings which could in any way
prevent the concluding of this Contract.
9.1.7. The Seller, as the sole shareholder in the Company, shall
not execute any rulings which could in any way prevent the
concluding of this Contract.
9.1.8. To the best of the Sellers' knowledge, the Seller has not
withheld any significant facts from the Buyer related to the
assets and liabilities of the Company and all the
information related to the business activities, assets and
liabilities and other matters of the Company as at the date
of concluding this Contract is true.
9.1.9. To the best of the Sellers' knowledge, the Company's
accounting is maintained in compliance with all legal
regulations. 9.1.10. To the best of the Sellers' knowledge,
the Financial Statement and Preliminary Financial Statement
(Annex No. 4) were prepared with continual monitoring and
compliance with accounting principles and principles related
to calculations which were in use up until that time; they
comply with the principles of regular keeping of commercial
accounting as well as law and the statutes.
9.1.11. A list of employees as at the date of handover of the Shares
comprises Annex No. 7, the organizational structure of the
Company comprises Annex No. 8 to the Contract and the labor
rules of the Company comprise Annex No. 9 to the Contract.
9.1.12. To the best knowledge of the Seller, The Buyer is provided
with all business documents, including all insurance
policies of the Company, which are in the possession of the
Company on the date defined in Section 6.1 of the Contract.
The documents handed over pursuant to this Section 9.1.12 of
the Contract is listed by client contracts and other
contracts and such list is attached as Annex No. 10. To the
best of the Seller's knowledge, the list attached as Annex
No. 10 contains all contracts of the Company which are valid
as at the date of handover of the Shares. To the best
knowledge of the Seller, there are no other contracts in
place.
9.1.13. To the best of the Sellers' knowledge the Company has not
provided any security to the benefit of a third party which
encumbers the Company. 9.1.14. To the best of the Sellers'
knowledge the Company is not encumbered by any obligation
arising from a draft or any other type of legal security.
9.1.15. The Seller's right to conclude this Contract is not
restricted by any one or anything; to the best knowledge of
the Seller, the Buyer shall not be deprived of the effects
contemplated by the Contract, nor shall the rights
associated to the transferred Shares be restricted in any
other manner.
9.1.16. The Seller hereby represents that as at the date of
execution of the Contract:
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9.1.16.1. The Company is an ICANN delegated ccTLD manager for domain
.sk,
9.1.16.2. The Company as at the date of execution of the Contract is
the authorized ccTLD manager for domain .sk in the IANA
ccTLD database,
9.1.16.3. The person or persons appointed by the Company are
registered in the IANA ccTLD database as administrative and
technical contacts,
9.1.16.4. The Company has not deliberately carried out any actions
which could lead to cancellation of the Company`s delegation
by ICANN as ccTLD manager for domain .sk or to elimination
from the IANA ccTLD database as manager for domain .sk. At
the same time, The Seller undertakes liabilities to provide
that Company until the date of registration of the Buyer as
Company shareholder into the register of shareholders
maintained by the CDCP SR, shall not carried out any actions
which could lead to cancellation of the Company`s delegation
by ICANN as ccTLD manager for domain .sk or to elimination
from the IANA ccTLD database as manager for domain .sk.
The representation pursuant to Section 9.1.16 of the
Contract is a significant circumstance for the Buyer's
intention to conclude this Contract. Confirmation of the
delegation of domain .sk by ICANN to the benefit of the
Company, dated 13 April 2001, comprises Annex No. 11 to the
Contract.
9.2. The Seller shall indemnify the Buyer for all damages incurred by the
Buyer as the result of Seller's breach of any representation, warranty
and obligation as set forth in point 9.1.1 through 9.1.16 of the
Contract or as the result of breach of any representation, warranty
and obligation set forth in other respective provisions of this
Contract, only up to the aggregate amount of 540,000 USD (five hundred
forty thousand US Dollars. The Buyer shall not be entitled to make any
claim under this Article 9. of the Contract after the 4th anniversary
of the date of this Contract.
9.3. The Buyer represents that:
9.3.1. it is aware of and familiar with, to the extent
corresponding to the annexes to this Contract, the condition
of the Company from the material perspective and that it had
the opportunity to examine all documents related to the
Company which were presented to it by the Seller,
9.3.2. it is hereby made familiar with the amount, scope and
maturity of the Existing Liabilities and Existing
Receivables as at the date of execution of the Contract
within the scope of the accounting documents presented by
the Seller,
9.3.3. concluding this Contract is not in conflict with any ruling
by which the Buyer is bound or merit dispute to which it is
a party and that it has the consent of its bodies and full
authority to conclude this Contract.
9.3.4. has authorization to conclude the Contract and fulfill its
obligations arising from the Contract,
9.3.5. concludes the Contract and purchasers the Shares from the
Seller in accordance with applicable legal regulations in
the Slovak Republic and the concluding and performance of
the Contract is not in conflict with any rulings by which
the Buyer is bound,
9.3.6. To the best of the Buyer's knowledge as at the date of
concluding the Contract, there are no court, administrative,
arbitration or other proceedings which could in any way
prevent the concluding of this Contract,
9.3.7. The Buyer's right to conclude this Contract is not
restricted by any one or anything.
9.4. The Buyer shall indemnify the Seller for all damages incurred by the
Seller as the result of Buyer's breach of this Contract provided
however that no claim may be asserted unless and until the aggregate
amount of the claim is 5,000 USD (five thousand US Dollars).
9.5. The Seller hereby represents that all documents and papers, as well as
the information contained therein, which it presents to the Buyer in
accordance with the provisions of this Contract, shall, to the best of
the Sellers' knowledge be complete and shall be true and shall
correspond to actuality to the fullest extent.
10. FINAL PROVISIONS
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10.1. If not expressly regulated by this Contract, the legal relationships
of the parties established by this Contract shall be governed by
Slovak law, especially the respective provisions of the Securities
Act, as amended, the Commercial Code and other applicable legal
regulations. The parties will attempt to settle all and any disputes
or differences arising out of or in connection with this Contract
through negotiations. If the parties are unable to resolve the dispute
through negotiations within thirty (30) days, it shall be settled
exclusively by under the Rules of Arbitration of the International
Chamber of Commerce by one or more arbitrators appointed in accordance
with the said rules. The language of any arbitration proceedings shall
be English. The venue of arbitration shall be Vienna.
10.2. The parties have agreed that either of the parties may assign or
transfer its claims arising from this Contract to any third
party/parties only with the prior written consent of the affected
party.
10.3. In the event any of the provisions of the Contract are invalid at the
time of concluding this Contract or are later deemed to be invalid,
the remaining provisions of this Contract shall remain in full force
and effect. The invalid provisions of the Contract shall be replaced
by provisions of the Securities Act, as amended, the Commercial Code
and other applicable legal regulations of the Slovak Republic which
most closely approximate the purpose and intention of the Contract.
10.4. The Contract represents the complete agreement between the parties as
regards the subject of the Contract and supersedes to the fullest
extent any prior verbal and written agreements between the parties
regarding matters related to the subject of the Contract.
10.5. This Contract may be amended exclusively by written amendments
executed by both parties. The annexes to this Contract shall be valid
provided that they have been executed by both parties.
10.6. Except to the extend required by law or stock exchange regulation, the
parties confirm and consent that they shall not provide third parties
or in any other manner publish the terms and conditions of the
Contract and information related to the transaction established by
this Contract which could injure their mutual relationship or the
interests of one of the parties hereto. The Parties may disclose the
existence and the terms and conditions of this Agreement to the extent
required by law, after advising to the other Party in advance of the
purpose and extent of such disclosure and, wherever possible,
providing an advance copy of same and incorporating the comments of
the other Party.
10.7. This Contract shall become valid and effective on the date of
execution by both parties.
10.8. Unless otherwise set forth in the Contract, all claims arising from
the Contract shall be exercised against the other party in writing,
sent by certified mail or delivered in person. In the case of postal
communication, the date of delivery of the certified letter by the
postal service to the address set forth in this Contract shall be
deemed to be the date of exercising the claim; in the event of a
change of address of one of the parties in the future, then to the
address of the party set forth at the given time in the respective
Commercial Registry. The respective party shall notify the other party
of each change of address within 3 (three) days of such change;
failure to do so shall result in such party's liability for damage
incurred by the other party in connection with delivery to the
incorrect address. For the purposes of this Contract, written notices
shall also become effective if the recipient fails to pick up such
notice within the allotted period or if recipient unreasonably refuses
acceptance of such notice.
10.9. The parties have read this Contract and all the provisions contained
herein are clear and comprehensible, and by signature below, indicate
this to be their free act and deed.
10.10. This Contract consists of 4 (four) original counterparts, of which are
in the English language Following execution, each party shall receive
2 (two) counterparts.
On behalf of Seller On behalf of Buyer
signature:____________________________ signature:_____________________________
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Name : Ing. Xxxxx Xxxxxx Name : Xxxxx Xxxx
Function : Chairman of the Board of Directors Function :
Date : In Bratislava, _________ Date : In Bratislava, ___________
Annexes:
1. Extract from the register of Company shareholders from CDCP SR
2. Extract on the Company from the Commercial Registry
3. Company statutes
4. A Company's Financial Statement (balance sheet as at 31.12.2004, profit and
loss statement as at 31.12.2004 and General Ledger as at 31.12.2004)
B Company's Extraordinary Financial Statement as at 28.2.2005 (balance
sheet as at 28.2.2005, profit and loss statement as at 28.2.2005 and
General Ledger as at 28.2.2005)
5. List of Trade Liabilities of the Company
6. List of Trade Receivables of the Company
7. List of employees of the Company
8. Organizational structure of the Company
9. Labor rules of the Company
10. List of contracts of the Company
10A Client contracts
10B Other contracts.
11. Confirmation of delegation of domain .sk
12. List of moveable assets, assets, hardware and software
13. List of cash on hand, cash in bank accounts 14. List of general
litigations against the Company
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