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Purchase Agreement

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EXHIBIT 10.1


Agreement concerning the purchase and sale of Ownership Interest in INTELEK
s.r.o having its seat Dominikanske nam. 8, 60200 Brno, Czech Republic


between:


Ing. Ivo Kravacek, birth number: 610920/1461 Dominikanske nam. 8, 60200 Brno, Czech Republic


(hereinafter: "Transferor")


and


the company AESP Computerzubehor GmbH having its seat Weissenfelderstr. 2, 85551 Kirchheim, Germany


represented by Dirk Beitat, Chief Executive


(hereinafter: "Purchaser")


Preamble


The Transferor is the only participant in INTELEK s.r.o., hereinafter "The Company", having its seat Dominikanske nam. 8, 60200 Brno, Czech Republic, entered into the Commercial Register at the District Commercial Court in Brno, C, file No. 12338, IEO 49 44 61 18.


The capital in the amount of CZK 200,000 has been fully paid to the Company. The ownership interest of the Transferor is held in the amount of 100% of the basic capital.


The parties have agreed on the following:


(S) 1


Transfer of ownership interest


Transferor hereby transfers his entire ownership interest in the Company to the Purchaser who accepts such transfer and accedes to the Articles of Association of the Company in the actual wording. Details about the purchase are given in Schedule 1 to this Agreement. Schedule 1 to this Agreement shall be signed in ---------- ---------- the required form and entered with the Commercial register immediately after signature of this Agreement. The transferred ownership interest represents 100% of the net share capital of the Company.


(S) 2


Purchase price, Mode of payment


1. The total purchase price for the ownership interest of the Transferor
amounts to CZK 40,000,000 (in words: forty million Czech Crowns), partially
to be paid in cash, partially to be paid as 139,398 common stock in
Advanced Electronic Support Products, Inc. valued by the parties at the
moment of signature of the Agreement by CZK 16,000,000.


2. The purchase price for the purchase of the ownership interest as far as to
be paid in cash shall be paid as provided in Schedule 1 to this Agreement.
----------


3. The common stock to be transferred as compensation for the ownership
interest to be transferred under this Agreement shall remain locked
completely until Aug 31, 2002, reduced to two-thirds stock remaining locked
until Aug. 31, 2003, the rest to be released by Aug 31, 2004, unless
arbitration proceedings have been started by the Purchaser for breach of
the Provisions of this Agreement of the Warranties within the time limit of
(S) 4. In such case Purchaser shall be entitled to continue this locking
period until the arbitral award has been rendered. Purchaser shall use its
best efforts to achieve registration of the stock in favour for the
Transferor no later than 12 months from effectiveness of the Agreement,
else Transferor shall be entitled to demand immediate registration. This
stock shall also save as security for the compliance of the Transferor with
the Warranties and other provisions of this Agreement.


4. In case of late payment of the second cash payment as set out in paragraph
3 above, an interest rate of 20% p.a. shall be applicable. In case any
payment of cash is more than 90 days overdue Transferor shall have the
right to withdraw from this Agreement, which means this Agreement is being
cancelled from the beginning and all the consideration paid to Transferor
for the ownership interest in the Company is not to be returned- but shall
be considered a contractual penalty which will Purchaser pay to Transferor
for such case. This right of withdrawal however does not exist, should
Purchaser before one year from effectiveness of this Agreement have started
Arbitration Proceedings according to (S) 14 for a breach of the Warranties
or the provisions of this Agreement and for a higher value than USD 400,000
---
and transferred the second cash payment to an escrow account with a Czech
---
notary named by the Transferor or, should the Transferor not have named a
notary within three working days after being demanded to name such notary,
to a Czech notary of his choice. The amount from the escrow account shall
be paid out to the Transferor after the arbitral award should the arbitral
award not state the obligation of the Transferor to pay damages to the
Purchaser of more than USD 300,000, in the other case the damages decided
on by the arbitration court will partially be covered by the second cash
payment.


5. Until cash payment of the price of the company has been completely
effected, Purchaser shall not without a written permission of the
Transferor, transfer (sell) ownership interest in Intelek s.r.o. to third
parties and/or give as security to third party except for bank guarantees.
In case of breach Purchaser will pay to the Transferor a contractual
penalty of EUR 50,000 for each case.


(S) 3


Warranties


The Transferor warrants to the Purchaser within the scope of the limitations of (S) 4 the following:


1.


a) The details contained in this Agreement, including the Preamble and the
Schedules as far as could be known by the Transferor, are true and
accurate.


b) On the date of execution of this Agreement, the Transferor has full,
exclusive and absolute ownership interest in the Company, there are no
liens or other rights of third parties to the ownership interest in the
Company or any limitation to transferring it to the Purchaser and that by
transferring the ownership interest in the Company to the Purchaser, he
transfers all rights usually connected to the ownership interest in Czech
companies including the rights to any dividends or distributions for the
current financial year or prior years.


c) All documents made available to the Purchaser (or its representatives) in
course of the negotiations between the parties and the financial due
diligence review effected by BDO s.r.o. in July/August 2001 pertinently
reflect the actual legal and financial situation of the Company; they are
true, not misleading and complete and give a true and fair view of the
Company at the date hereof.


2.


a) On the date of execution of this Agreement, the Company is a legal entity
properly existing under Czech law.


b) The Articles of Association of the Company as of 13.7.2001 are the current
Articles of Association, a copy there of has been delivered to the
Purchaser.


c) As of the date of execution of this Agreement, no liquidation has been
resolved for the Company nor, to the knowledge of the Transferor, has an
insolvency petition been filed against the Company.


d) There is no obligation of the part of the Transferor or another party to
provide further funds to the equity capital of the Company or to provide
finance.


e) There are no contracts between the Company and the Transferor or companies
or persons associated with the Transferor with a value of more than USD
5,000 (per year) with the exception of loan contracts mentioned the BDO due
diligence report.


3.


a) The financial statements 1999 and 2000 of the Company have been prepared in
accordance with standard accounting principles under the applicable Czech
law and the generally recognized Czech accounting principles, whilst
maintaining balance sheet consistency, and they provide a picture of the
assets, finance and earnings situation of the Company which corresponds to
the actual situation of the Company at the date of such financial
statement. No profits have been distributed by the Company for 2000 or
2001. The Company has no material debt, liability or obligation of any
nature, whether accrued, absolute, contingent or otherwise, and whether due
or to become due, that are not reflected or reserved against in the
financial statements 1999 and 2000, be it required to make such reserve
under the law or not. The receivables of the Company are of full commercial
value and collectable or reserved against in the financial statements 1999
and 2000.


b) Since June 30, 2001 the busines
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