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PPA Template
PPA Template
BETWEEN
AND
WHEREAS
The Seller has represented and warranted to the Buyer, that it holds
participation on Heliopark Hotel Management GmbH (hereinafter
referred to as ‘Company’), a Limited Liability Company registered in the
country of Cyprus located at 3 Temistocles Dervis Street, Julia House, CY-
1066, Nicosia, Cyprus and that is held free of any charges, encumbrances,
pledges or other burdens whatsoever.
AND WHEREAS
The Seller has expressed an interest to sell its 100% participation in the
Company to the Buyer, and the Buyer has expressed an interest to buy
such participation.
2. The purchase price for the 100% Participation in the Company is hereby
agreed to EUR 50,000 (Fifty Thousand).
6. Warranties
b. The Buyer warrants and represents to the Seller that each Buyer
Warranty is true, accurate and not misleading on the date of this Agreement
and Completion.
c. The Seller warrants and represents to the Buyer that each Seller
Warranty is true, accurate and not misleading on the date of this Agreement
and upon Completion.
d. Each of the parties represents and warrants that it has the capacity to
enter into this Agreement, that each of the signatories below has the
proper authority to carry out such execution, and that execution of this
Agreement by its signatories below constitutes a valid execution of such
Agreement, in accordance with its own Articles of Association.
7. Seller Warranties
a. The Seller’s participation is free and clear of any claim, lien, option,
claim, restriction, encumbrance, or agreement of any kind or any third party
rights (including, but not limited to, any promise of sale) has no knowledge
of any basis for the assertion of any claim, restriction or encumbrance of
any kind whatsoever.
c. To the best of the Seller’s knowledge (i) there is no action, suit, claim, or
proceeding pending or threatened against or affecting the Company; (ii)
there is no judgment, decree, order, injunction, writ or rule of any court,
governmental department, commission, agency, instrumentality or
authority or any arbitrator outstanding against the Company; and (iii) there
is no valid basis for any claim, action, suit, investigation or proceedings that
could reasonably be expected to have a material adverse effect on the
Company.
b. The Buyer has full power and authority to execute and deliver this
Agreement, and to consummate the transactions contemplated hereby.
9. All Terms and Conditions of the present Agreement are of the essence
and any breach of them by either Party will give the injured Party right to
claim damages and all costs attached thereto.
10. The present Agreement shall be regulated by Hong Kong Law. Any
dispute and/or claim and/or differences arising out and/or in connecting
with the validity and/or termination and/or the performance and/or the
interpretation of this agreement shall be referred to arbitration in
accordance with the Law of Hong Kong. The arbitration shall be held in
Hong Kong and the language to be used in the arbitration shall be English.
The present Agreement has been issued in duplicate, each party to hold
one signed copy.
SELLER: BUYER:
------------------------------------ ------------------------------------
Director Director
(name) Felix Faeh
For JIMBERLY (BVI) For SUPREME JEWEL
LIMITED