THIS DEED OF AGREEMENT is made the 16th day of December, 1996
PARTIES:
ASI TECHNOLOGIES PTY. LTD. (ACN 006 828 324) of Xxxxx 0, 0000 Xxxx Xxxx,
Xxxxxxxx, Xxxxxxxx, Xxxxxxxxx ("XXXX")
and
ASI ENTERTAINMENT PTY. LTD. (ACN 062 850 962) also of Xxxxx 0, 0000 Xxxx
Xxxx, Xxxxxxxx, Xxxxxxxx, Xxxxxxxxx ("ASIE")
RECITALS:
A. XXXX is the sole and absolute owner of certain hardware and equipment
RELATING to Passenger Video Systems which have been installed on certain
aircraft operated by AIR EUROPA as more particularly described in the
Schedule hereto ("the AE Systems"}.
B. ASIE and XXXX have reached agreement for the sale by XXXX to ASIE of the
AE. Systems
C. The parties hereto wish to record the agreement made between them
AGREEMENT:
1. It is agreed between XXXX and ASIE that XXXX shall sell and ASIE shall
purchase the AE Systems for the price of A$527,980
2. It is further agreed between the parties hereto as follows,
(a) XXXX shall within 7 days from the date hereof ("the settlement date")
assign transfer and set over absolutely (with effect on 1 July, 1996) TO
ASIE ALL AND singular the AE Systems with the price being satisfied by ASIE
issuing and allotting to XXXX (and/or its nominees) on the settlement date
5,279,800 ORDINARY fully paid 10 cent shares in the capital of ASIE ("the
ASIE shares");
(b) they shall each do and undertake all suck acts matters and things and
execute all such documents as shall be necessary to erasure that with all
due expedition the AE Systems are assigned transferred and sol over
absolutely to ASIE as aforesaid and in the meantime the AE Systems shall he
held in trust by XXXX on behalf of ASIE absolutely.
3. ASIE represents and warrants to and agrees with XXXX so that XXXX may
at all times rely on this clause that:
(a) on the settlement date ASIE will have only one class of shares issued
(being ordinary fully paid ten cent shares ranking in all respects pari
passu with each other share);
(b) ASIE is duly incorporated in and in good standing under the laws of the
State of Victoria, Australia;
(c) XXXX shall acquire valid and marketable title to the ASIE shares FREE
AND CLEAR of any liens claims charges or other encumbrances or interests of
THIRD PARTIES OF ANY nature whatsoever.
4. ASIE agrees to be liable for and indemnify XXXX in respect and TO THE
EXTENT of any loss or expense incurred by reason of any matter or thing
being at any time found to be other than as warranted or represented by ASIE
in this Deed of Agreement.
5. XXXX represents and warrants to and agrees with ASIE so that ASIE may at
all times rely on this clause that:
(a) on the date hereof and on the settlement date XXXX has and will have
sole and absolute valid and marketable title to the AE Systems free and
clear of any liens claims charges or other encumbrances or interests of
third parties of any nature whatsoever;
(b) on the settlement date ASIE (by reason of the sale and purchase hereby
effected and the satisfaction of the price by ASIE) shall acquire sole and
absolute valid and marketable title to the AE Systems free and clear of any
liens claims charges or other encumbrances or interests of third parties of
any nature whatsoever.
6. AS1T agrees to be liable for and indemnify ASIE in respect and to the
EXTENT OF ANY loss or expense incurred by reason of any matter or thing
being at any time found to be other than as warranted or represented by XXXX
in this Deed of AGREEMENT.
7. There are no representations, promises, warranties covenants or
undertakings other than those contained in this Deed of Agreement which
contains the entire understanding of the parties and none of the terms
hereof may be waived or modified except by an express agreement in writing
signed by both parties hereto.
8. This Deed of Agreement constitutes the entire agreement between the
parties and shall supersede all prior negotiations, representations,
proposals and agreements whether oral or written with respect to the subject
matter of this Deed OF AGREEMENT.
9. Time is of the essence of this Deed of Agreement.
10. Each of the parties undertakes to sign such documents and perform all
ACTS AND THINGS as may be reasonably required on or after the execution of
this Deed of Agreement to effect the transactions contemplated by this Deed
of Agreement.
l l. This Deed of Agreement shall be binding upon and continue for the
benefit of each party, its successors and permitted assigns.
12. This Deed of Agreement shall be governed by and construed in ACCORDANCE
WITH the law of the State of Victoria, Australia and the parties submit to
the JURISDICTION OF THE Victorian courts.
13. Any notice may be given by a party to the other party addressed to THAT
OTHER PARTY at its address appearing in this Deed of Agreement or to such
other address as that party may from time to time by notice in writing
nominate as its new or alternative address for service of notices. Proof
that such notice was properly addressed, pre-paid and posted shall be
sufficient evidence of service. Service shall be DEEMED TO HAVE TAKEN place:
(a) by personal delivery on the date of such delivery,
(b) by post within Australia forty-eight hours after posting,
(c) by post outside Australia ten days after posting,
(d) by facsimile transmission when receipt is acknowledged.
14. If a party commits a breach of this Deed of Agreement, the party in
default shall, without prejudice to the other rights of the other party, pay
on demand:
(a) all reasonable expenses incurred as a result of the breach; and,
(b) interest on any money overdue during the period of default at the RATE
OF 15% per annum.
IN WITNESS whereof this Deed of Agreement has been executed THE DAY AND YEAR
first hereinbefore written.
The Common Seal of ASI TECHNOLOGIES PTY. LTD. was hereunto affixed in the
presence of:
The Common Seal of ASI ENTERTAINMENT PTY. LTD. was hereunto affixed in the
presence of:
THE SCHEDULE
THE AE SYSTEMS:
The AE Systems comprise:
1. 9 Moving Map Displays (000-000-000X-000) (CMA 3200) - Serial Nos. 276-283;
2. 9 Cabin Control Units (100-600-206-001) - Serial Nos. 234, 247~239 and
261-266;
3. 9 Installation Kits (1700-02-01);
4. 8 Sony 8.6 inch Monitors.
