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Administrative Services Agreement

This is an actual contract by Jafra Worldwide Holdings Lux Sarl.

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Sectors: Specialty Retail
Governing Law: Mexico
Effective Date: January 01, 2003
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Exhibit 10.21


ADMINISTRATIVE SERVICES AGREEMENT ENTERED INTO BY AND BETWEEN DISTRIBUIDORA VENUS, S.A. DE C.V., HEREINAFTER REFERRED TO AS, "VENUS", REPRESENTED BY EUGENIO LOPEZ BARRIOS AND DISTRIBUIDORA COMERCIAL JAFRA, S.A. DE C.V., HEREINAFTER REFERRED TO AS, "DCJ", REPRESENT BY ELIA ZULEMA VELAZQUEZ VALENCIA, IN ACCORDANCE WITH THE FOLLOWING RECITALS, REPRESENTATIONS, WARRANTIES AND CLAUSES:


RECITALS


A. VENUS has sold to DCJ all of the fixed assets that VENUS uses to conduct its distribution business as such business is conducted by VENUS (the "Business"), as further provided in an Asset Purchase Agreement, dated of even date herewith.


B. VENUS desires to perform certain services for DCJ in order to enable DCJ to operate the Business.


NOW, THEREFORE, VENUS and DCJ, intending to be legally bound, agree as follows:


REPRESENTATIONS AND WARRANTIES


I. VENUS represents and warrants that:


(a) It is a company duly incorporated and validly existing pursuant to the laws of the United Mexican States.


(b) Its representative, Eugenio Lopez Barrios, is duly authorized to execute and deliver this Agreement on its behalf, which authority has not been revoked, limited or otherwise modified.


(c) It is duly registered in the Mexican federal taxpayers' registry.


(d) It has all the necessary power and authority (corporate and other) to enter into this Agreement and to perform and comply with its obligations hereunder and requires no corporate or other approval (governmental or other) to enter into this Agreement and to perform its obligations hereunder.


(e) The execution and delivery of this Agreement and the performance of its obligations hereunder does not and will not contravene or result in any breach of (i) its estatutos sociales, (ii) any applicable Mexican law, regulation, rule or any other legal provision or any judgment, order, arbitral award or resolution of any kind, or (iii) any contractual provision or agreement of any nature whatsoever to which VENUS or any of its properties is subject, or (iv) any authorization,


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concession or any other governmental approval or resolution of any nature binding upon it or any of its properties.


(f) This Agreement constitutes a legal, valid and binding obligation of VENUS, enforceable against it in accordance with its terms.


(g) It desires to provide to DCJ the administrative services described in Exhibit "A" hereto (hereinafter, the "Services") which are necessary for DCJ to operate the Business, in the terms and conditions set forth herein.


II. DCJ represents and warrants that:


(a) It is a company duly incorporated and validly existing pursuant to the laws of the United Mexican States.


(b) Its representative, Elia Zulema Velazquez Valencia, is duly authorized to execute and deliver this Agreement on its behalf, which authority has not been revoked, limited or otherwise modified.


(c) It is duly registered in the Mexican federal taxpayers' registry.


(d) It has all the necessary power and authority (corporate and other) to enter into this Agreement and to perform and comply with its obligations hereunder and requires no corporate or other approval (governmental or other) to enter into this Agreement and to perform its obligations hereunder


(e) The execution and delivery of this Agreement and the performance of its obligations hereunder does not and will not contravene or result in any breach of (i) its estatutos sociales, (ii) any applicable Mexican law, regulation, rule or any other legal provision or any judgment, order, arbitral award or resolution of any kind, or (iii) any contractual provision or any agreement of any nature whatsoever which DCJ or any of its properties is subject, or (iii) any authorization, concession or any other governmental approval or resolution of any nature binding upon it or any of its properties.


(f) This Agreement constitutes a legal, valid and binding obligation of DCJ, enforceable against it in accordance with its terms.


(g) It desires to receive from VENUS the Services which are necessary for DCJ to operate the Business, in the terms and conditions set forth herein.


By virtue of the recitals, representations and warranties set forth above, the parties to this agreement agree to the following:


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