THIS AGREEMENT is made the ………….. day of ………………..……………. 2013 between the persons whose descriptions and addresses as particularly set out in Schedule 1 hereto (hereinafter called “the Vendors”) of the one part and SDN BHD, a public company incorporated under the laws of Malaysia and having its registered address at……………….………………………………………………………….…………………………… (hereinafter called “the Purchaser”) of the other part.
PREAMBLE I
Whereas the Purchaser is a public company incorporated under the laws of Malaysia as an investment company principally involved in servicing any kind of …………………………. based in and outside Malaysia.
PREAMBLE II
Whereas SDN BHD is a private limited company incorporated under the laws of Malaysia (hereinafter called “SDN BHD”) and has been operating its business in Malaysia particularly in ………………………………………………………………………..
PREAMBLE III
Whereas SDN BHD has an authorized capital of Ringgit Malaysia …………….. Only divided into …………………………………. Ordinary Shares of Ringgit Malaysia One (RM1-00) each and the issued and paid-up capital of SDN BHD as at the date of this Agreement is Ringgit Malaysia …………………..only divided into …….. Ordinary Shares of Ringgit Malaysia one ………………………..only each, held by the shareholders in such number of share units with such percentage to the nearest respectively, namely as follows;
| Shareholders’ Names | No of Shares | % of Shareholdings (to the nearest) |
| x | y | z |
| x | y | z |
| x | y | z |
| TOTAL |
PREAMBLE IV
Whereas the Vendors are desirous of selling all their ………… Ordinary Shares in the share capital of SDN BHD (hereinafter referred to as “the Sale Shares”) to the Purchaser and the Purchaser is desirous of purchasing from the Vendors the said Sale Shares at the Purchase Price but subject to the terms and conditions covenants and undertakings as hereinafter set forth and agreed upon by the parties hereto.
NOW THIS AGREEMENT WITNESSETH as follows:
ARTICLE 1
DEFINITIONS AND INTERPRETATIONS
1.1 In this Agreement and the Schedules herein incorporated the following expressions and terms shall, except where the context otherwise requires, have the following meanings:
1.1.1 “the Vendors” means the persons whose names, descriptions and addresses as set out in Schedule 1 hereto and include their personal representatives, successors-in-title, permitted assigns and persons deriving title thereunder;
1.1.2 “the Purchaser“ means…..
1.1.3 “SDN BHD” means ….
1.1.4 “the Sale Shares” means….
1.1.5 “SDN BHD sect” means..
1.1.6 “Companies Act” means the Malaysian Companies Act, 1965 (Act 125) (Revised 1973), including any amendments and additions thereunder made for the time being in force in Malaysia;
1.1.7 “Encumbrances” means any mortgage, pledge, lien, charge, assignment, hypothecation, deposit sale with right of retention or other security interest of any kind (including but not limited to any title, retention, assignment, or transfer by way of security, sale and lease-back, sale and re-purchase on credit terms) or any other arrangement having substantially the same economic effect as any of the foregoing;
1.1.8 “Completion Date” means the date specified in Article ….. hereof;
1.1.9 “Claims” includes (without prejudice to the generality of the expression) any notice, demand, assessment, letter, direction, order or other document issued or made, actions or proceedings instituted by or on behalf of the Director General of Inland Revenue, Malaysia or any other statutory or governmental body or any other official authority or body whatsoever and of whatever country from which it appears SDN BHD is liable or is sought to be made liable to make any payment in respect of taxation or is sought to be deprived of any relief or allowance or credit or right to the repayment of taxation;
1.1.10 “Director” includes any person occupying the position of a director of SDN BHD by whatever name called and a person in accordance with those directions or instructions the directors of SDN BHD are accustomed to act and an alternate or substitute director;
1.1.11 “Event” includes (includes (without prejudice to the generality of the expression) any transaction, act or omission whether or not SDN BHD is a party thereto and includes the completion of the transactions contemplated by this Agreement;
1.1.12 “Taxation” includes (without prejudice to the generality of the expression) all forms of taxation, duties, imposts, levies, and rates whenever created or imposed and whether in Malaysia or elsewhere including profit tax, property tax capital gains tax, interest tax, customs duties, excise duties, estate duties, stamp duty, rates and also includes any payment whatsoever which SDN BHD may be or become bound to make to any person as a result of the operation of any ordinance, statute or regulations relation to taxation and all penalties, charges and interest relating to any claim for taxation.
1.2 The headings of this Agreement are inserted for convenience only and shall not be taken, read or construed as essential parts of this Agreement. References to Articles are to be construed as references to Articles of this Agreement. Words importing the masculine gender shall include the feminine gender and vice versa. Words importing the singular number shall include the plural number and vice versa.
1.3 The Schedules hereto shall form the integral parts of this Agreement.
ARTICLE 2
AGREEMENT FOR SALE AND PURCHASE
AGREEMENT FOR SALE AND PURCHASE
The Vendors shall sell and the Purchaser shall purchase the said Sale Shares free from any charges liens or any other encumbrances and with all rights attaching thereto including all rights to dividends and other distributions declared made and paid on or after the Completion Date for the consideration as set forth in Article …. and upon the terms and conditions hereinafter appearing.
ARTICLE 3
CONSIDERATION
CONSIDERATION
3.1 The total consideration payable to the Vendors for the Sale Shares shall be…………………. Only which shall be paid in the form of …………..share allotment and issuance of …………………………..New Ordinary Shares of the Purchaser to be allotted and issued and credited as fully paid in favor of the Vendors and or their nominee(s) respectively in accordance with Article …. hereof with an agreed value of Ringgit Malaysia One (RM1-00) each making the aggregate value of Ringgit Malaysia ……………………………………………….. only (hereinafter referred to as “Share Consideration”).
3.2 At the time of the signing of this Agreement, the Vendors shall:
3.2.1 Deliver to SDN BHD Secretary all the share certificates representing the Sale Shares together with the relevant Memoranda of Transfer duly signed by the Vendors in respect thereof; and
3.2.2 SDN BHD Secretary is hereby authorized by the parties hereto to submit the Memoranda of Transfer for the transfers for and on behalf of the Purchaser at such time as the Purchaser shall deem appropriate.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES
REPRESENTATIONS AND WARRANTIES
4.1 The Vendors hereby represent warrant to and covenant with the Purchaser:
4.1.1 that they are the legal and beneficial owners of the Sale Shares and have the power and authority to enter into this Agreement, and to transfer legal and beneficial titles to the Sale Shares to the Purchaser and to do the acts and things on their part to be done and performed pursuant hereto;
4.1.2 that the Sale Shares are free from all encumbrances and shall remain so up to and including the Completion Date and further that the Vendors shall not do or cause to be done any act which may result in encumbrance of the Sale Shares;
4.1.3 that the activities of SDN BHD is not liable to be jeopardized or any arrangement or transaction to be terminated as a result of the transactions contemplated by this Agreement;
4.1.4 that pending the Completion Date SDN BHD shall not do or cause to be done by any act or transaction or omit to do any act or transaction which will result in the activity of the business of SDN BHD including permits licenses or whatsoever approvals being renewed or revoked or being made liable to be renewed or revoked or subject to more stringent conditions;
4.1.5 that SDN BHD has discharged all claims for taxation arising in consequence of or in relation to any event in all previous years of assessment up to the Completion Date for which SDN BHD has been assessed or has become liable for, save and except for those that have been disclosed by the Vendors to the Purchaser in writing;
4.1.6 that SDN BHD is not and will not be liable to any claim for taxation arising in consequence of or in relation to any event in all previous years of assessment, save and except for those that have been disclosed by the Vendors to the purchaser in writing;
4.1.7 that the Vendors shall, promptly or as soon as may be reasonable and practicable to do so, and upon demand by the Purchaser, discharge all claims for taxation on SDN BHD arising in consequence of or in relation to any event in all previous years of assessment including the years of assessment up to the Completion Date provided that where assessment is required by the Vendors shall pay or cause to be paid upon assessment;
4.1.8 that none of the Directors of SDN BHD or any person connected with any of the Directors of SDN BHD as defined in the Companies Act has any loan outstanding with SDN BHD or SDN BHD has provided any guarantee or any security in connection with a loan made to such Director(s) or to such person connected with a director of SDN BHD wherein such guarantee or security, as the case may be, is still binding on SDN BHD;
4.1.9 that the Vendors shall be fully responsible for all claims of whatsoever nature by any person employed by SDN BHD on or before the Completion Date and shall promptly deal with such claims expeditiously and in all cases deal with them in such manner as to avoid disruption to the business of SDN BHD and the Purchaser and or further damage to their mutual commercial interests. The Vendors shall indemnify the Purchaser against all and any claims demands actions proceedings losses costs expenses and damages whatsoever arising in connection with such claims and shall so indemnify SDN BHD;
4.1.10 that the further representations warranties and covenants set out in schedule 2 hereto and the confirmation of SDN BHD’s Auditors, if and when it is necessary to so request, when given pursuant to Article 4.2 hereof are, to the best knowledge, true and accurate;
4.1.11 that the that the representations warranties and covenants herein shall continue to have full force and effect notwithstanding the completion of the Sale and Purchase of the Sale Shares for so long as may be necessary to give effect to each and every one of them in accordance with the terms hereof.
4.2 Each of the representations warranties and covenants herein contained and in the Schedules herein expressed shall be regarded as independent and shall accordingly in no way be limited or restricted by reference to or interfere from the terms of any other provision but shall be construed in as wide sense as possible.
4.3 The Vendors shall, if and when it is required to do so, furnish to the Purchaser a written confirmation from SDN BHD’s Auditors of the matters set out in Schedule 3 hereto prior to the Completion Date.
4.4 The truth and correctness of all the matters stated in the representations warranties and covenants as set out in Articles 4.1 and 5 shall form the basis of the Purchaser’s agreement to purchase the Sale Shares. If any of such representations warranties and covenants and or confirmation made shall at any time hereafter be found to have been incorrect or no more correct in any material respect then and in such event, in addition and not in derogation of the Purchaser’s right under Article 6 hereof and notwithstanding anything to the contrary herein contained, the Purchaser shall have the right at its absolute discretion, unless the Vendors agree to remedy the situation as changed so as not to cause damage or loss to the Purchaser or to pay to the Purchaser damages for the representations warranties and covenants and or confirmation, to terminate this Agreement by giving to the Vendors together with a sum equal to the aggregate of the expenses incurred by the Purchaser on or in connection with the preparation and completion of this Agreement, the relevant transfers and registrations of the Sale Shares thereof.
ARTICLE 5
COVENANTS
COVENANTS
5.1 As from the date of this Agreement and for a period up to the Completion Date, the Vendors hereby covenant and agree:
5.1.1 that they shall not enter into any agreement or arrangement to transfer sell dispose of pledge or otherwise whatsoever part with or encumber the Sale Shares or any part thereof; and
5.1.2 that they shall procure SDN BHD to consult with the Purchaser on the day to day management of SDN BHD and to accept appointment of a representative or a sufficient number of representatives of the Purchaser and to be exclusively decided by the Purchaser to the management post(s) in SDN BHD. The number of such representative(s) and such management post(s) shall be decided by the Purchaser at its absolute discretion.
5.2 Pending registration of the Sale Shares in favor of the Purchaser or its nominee(s), the Vendors hereby covenant and undertake:
5.2.1 that they shall not cause SDN BHD to enter into any transaction or assume any liability whatsoever save for those entered into in its ordinary course of business, and in the case of any special business which may be profitable to the parties hereto to do so, the said special business shall be entered with the full knowledge and consent of the Purchaser; and
5.2.2 that they shall execute such documents and do such acts, at the request of the Purchaser, as may be required by the Vendors to do so, in order to meet any statutory requirement(s) of any authority with regard to the transaction herein contained.
ARTICLE 6
INDEMNITY BY VENDORS
INDEMNITY BY VENDORS
6.1 The Vendors hereby undertake ad covenant with the Purchaser to indemnify and hold harmless against all claims demands actions proceedings losses costs expenses and damages whatsoever arising out of or in relation to or resulting from any misrepresentation or breach by the Vendors of the representations warranties and covenants contained herein and the Schedules.
6.2 The provisions of this Article shall continue to be in full force in accordance with its terms notwithstanding termination of this Agreement for any reason whatsoever.
ARTICLE 7
COMPLETION
7.1 Completion of the Sale and Purchase of the Sale Shares hereunder shall take place at the office of SDN BHD Secretary whereupon the Vendors shall deliver or cause to be delivered to the Purchaser the following:
7.1.1 The share certificates and the relevant Memoranda of Transfer in respect of the Sale Shares deposited with the SDN BHD Secretary for the transfer of the said Sale Shares into the names of the Purchaser or its nominee(s);
7.1.2 A resolution in accordance with the Memorandum and Articles of Association of SDN BHD approving the transfers of the Sale Shares from the Vendors to the Purchaser or its nominee(s);
7.1.3 Letter of resignation of the Vendors from the Board of Directors of SDN BHD in the case of the shareholder(s) being the Director(s) of SDN BHD, and a resolution in accordance with Memorandum and Articles of Association of the company approving the appointment or re-appointment of the directors nominated by the Purchaser and or in place of the Vendors or any of them.
7.2 Thereupon the Purchaser shall allot and issue its ………………. New Ordinary Shares each as fully paid or credited as fully paid to the Vendors and or their nominees as registered and or beneficial owners in such manner and at such amounts as hereinbelow tabulated which said share consideration shall rank in pari passu in all respects with the existing shares of the purchasers and shall include the rights to all dividends declared by the Purchaser subsequent to the issue of the said Share Consideration.
| Shareholders’ Names | No of Shares |
| x | y |
| x | y |
| x | y |
| TOTAL |
ARTICLE 8
DEFAULT
DEFAULT
8.1 If the Purchaser shall fail to pay the Share Consideration pursuant to Article …. hereof or if in the event of the Vendors failing to complete the Sale and Purchase of the Sale Shares herein for any reason whatsoever, any one of the parties hereto may be entitled to take any of the following actions against the other, by notice in writing to the other party specifying its or his intention, to namely:
8.1.1 Either rescind the Sale and Purchase of the Sale Shares Agreement and the SDN BHD Secretary is thereby authorized to re-deliver to the Vendors all the related documents previously delivered by the Vendors to A Secretary pursuant to Article … hereof whereupon this Agreement shall become null and void and of no further effect and neither party shall have any claim against the other but without prejudice to any rights which either party may be entitled to against the other party in respect of any antecedent breach of this Agreement; or
8.1.2 Specific performance of the Sale and Purchase of the Sale Shares herein.
ARTICLE 9
JURISDICTION AND GOVERNING LAW
JURISDICTION AND GOVERNING LAW
The parties hereto agree that this Agreement shall be governed by, and interpreted and construed in accordance with, the internal laws enforceable in Malaysia, and any decision of the Malaysian Court shall be accepted and deemed as final.
ARTICLE 10
ASSIGNMENT
ASSIGNMENT
Neither party shall have the right to assign this Agreement and/or to assign, license or otherwise transfer any or all of its rights, powers, privileges and obligations hereunder to any third party without the written consent of the other party.
ARTICLE 11
WAIVER AND FORBEARANCE
WAIVER AND FORBEARANCE
The giving of time by one party (“the indulgent party”) in respect of any obligations to be performed by the other party (“the defaulting party”) herein or the neglect or forbearance of any of the indulgent party in enforcing any of his rights herein contained shall not be construed as a waiver or relinquishment of the indulgent party’s right to future performance of such provision and the defaulting party’s obligation in respect of such future performance shall not construed as a waiver or relinquishment of the indulgent party’s right to future performance of such provision, and the defaulting party’s obligations in respect of such future performance shall continue in full force and effect and shall not in anyway prejudice, affect or release the defaulting party from any of the covenants herein contained nor shall it affect or prejudice any of the indulgent party’s rights herein contained.
ARTICLE 12
NOTICES
NOTICES
12.1 Any communication (including without limitation) notice, consent, and similar document required or permitted to be given or served pursuant to this Agreement shall be given or served in writing and may be served on the Vendors or the Purchaser, as the case may be, at their respective address stated above or such other addresses as either party may from time to time determine the service of notice.
12.2 A notice or request shall be deemed to have been sufficiently given as follows:-
12.2.1 If personally delivered, at the time of delivery, or
12.2.2 If sent by prepaid registered mail, at the expiration of five (5) days after the envelope, containing the same, was delivered into the custody of the postal authorities;
12.2.3 If sent by facsimile transmission, the notice shall be deemed to be duly transmitted if the sender has a transmission report from the facsimile machine of it having been duly sent. All such notices shall be subsequently confirmed by letter posted or delivered as soon as practicable.
ARTICLE 13
TIME IS OF THE ESSENCE
TIME IS OF THE ESSENCE
Time wherever mentioned herein is of the essence of this Agreement.
ARTICLE 14
COSTS
COSTS
Each of the parties shall be responsible to pay for their own respective Solicitors’ costs and charges of and in connection with the preparation and completion of the Agreement. The stamp duty and registration fees payable on this Agreement and the Memorandum of Transfer of the Sale Shares to be allotted to the Purchaser hereto respectively shall however be borne by the Purchaser. The Purchase further agrees to pay as and when required any additional stamp duty and/or penalty in respect of registration of the Memorandum of Transfer of the Sale Shares that may be imposed by the relevant authorities in respect of this Agreement where such additional stamp duty or penalty is a result of the Purchaser and or the financiers acting on behalf of the Purchaser’s delay.
ARTICLE 15
MUTUAL AGREEMENT
MUTUAL AGREEMENT
In entering into this Agreement the parties hereto recognize that it is impractical to make provision for every contingency that may arise in the course of the performance thereof. Accordingly, the parties hereto hereby declare that it to be their intention that this Agreement shall operate between them with fairness and without detriment to the interest of either of them, and if in the course of the performance of this Agreement unfairness to any party is disclosed or anticipated then the parties hereto shall use their best endeavor to agree upon such action as may be necessary and equitable to remove the cause or causes of the same and the parties shall at all times during the continuance of this Agreement conduct themselves in a manner which reflects the true spirit of this Agreement.
ARTICLE 16
ENTIRE AGREEMENT
ENTIRE AGREEMENT
16.1 This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior negotiations, undertakings and agreements between the parties hereto with respect to the subject matter hereof. Each party acknowledges that no statement, promise or inducement has been made to such party, except as expressly provided for herein.
16.2 No variation change or modification of any of the terms of this Agreement shall be valid unless made in writing and signed by or a person (s) acting on behalf of the parties hereto.
ARTICLE 17
SUCCESSORS-IN TITLE AND PERMITTED ASSIGNS
SUCCESSORS-IN TITLE AND PERMITTED ASSIGNS
This Agreement shall be binding upon and inure personal representatives, successor-in-title and permitted assigns of the parties hereto.
ARTICLE 18
SEVERABILITY
SEVERABILITY
If any Articles or a portion of any Article of this Agreement (including the Schedules hereof) shall for any reason be held void, unenforceable, illegal or otherwise invalid in any respect under the law governing this Agreement or its performance, the remaining Articles of this Agreement and or the remaining portion of Any article which is/are held not to be void, unenforceable , illegal or otherwise invalid in part shall continue to be in full force and effect and this Agreement shall then be construed as if such unenforceable, illegal or invalid provisions had never been contained herein.
ARTICLE 19
SCHEDULES
SCHEDULES
The Schedules hereto shall form an essential part of this Agreement and shall be taken read and construed as such.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
Signed by the Vendor ….. ]
In the presence of: ]
Signed by the Vendor ….. ]
In the presence of: ]
Signed by the Vendor ….. ]
In the presence of: ]
The Common Seal of the Purchaser ]
…….. ]
Was hereunto affixed ]
In the presence of: ]
________________________________________
SCHEDULE 1
DETAILS OF VENDORS
1. Name :
Nric No :
Address :
2. Name :
Nric No :
Address :
3. Name :
Nric No :
Address :
________________________________________
SCHEDULE 2
1.0 REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE VENDORS
1.1 The Vendors hereby represent warrant and covenant with the Purchasers as follows:
1.1.1 There is not now nor is there any agreement or arrangement to create any option pledge lien charge or encumbrance on over affecting any of the Sale Shares and no claim has been made by any person to be entitled to any of the foregoing.
1.1.2 SDN BHD is duly incorporated and validly existing under the laws of Malaysia or its jurisdiction of incorporation and has necessary corporate power and authority to own its own property and assets and to carry on business as presently carried on by its or as contemplated in this Agreement to be carried on and holds all necessary licenses permits and consents as are required so as to own its properties and assets and to carry on business in each jurisdiction in which it does carry on business.
1.1.3 No petition for winding up of the SDN BHD has been presented and no order has been made or effective resolutions passed for the winding up of SDN BHD nor proceedings instituted or meetings called with a view to obtaining any such order or orders or to pass any such resolution.
1.1.4 No receiver of the undertakings or assets of SDN BHD or any part thereof has been appointed, nor have any judgment been obtained against SDN BHD, nor has any execution or process of any court or authority have been issued out against, levied or enforced upon SDN BHD, its assets or any part thereof.
1.1.5 SDN BHD has not issued or agree to issue any share or given or agree to give any option in respect of any share nor issued or agreed to issue or given any option in respect of any debentures or other securities.
1.1.6 All information regarding SDN BHD which would adversely affect the decision of the Purchaser to enter into this Agreement has been disclosed.
2.0 MATTERS TO BE CONFIRMED BY SDN BHD AUDITOR FOLLOWING EXECUTION OF THIS AGREEMENT
2.1 Assets and Liabilities
2.1.1 That on the Completion Date, SDN BHD shall have no liability, whether actual or contingent, present, future or otherwise whatsoever (save for those disclosed in writing to the Purchaser and with the consent of the Purchaser) nor shall SDN BHD have any outstanding capital commitments without the consent of the Purchaser.
2.1.2 That on the Completion Date, the assets of SDN BHD are as disclosed in writing herein the “Annexure A” to the Purchaser.
3.0 SUBSISTING AGREEMENTS
3.1 That on the Completion Date, there will be no agreement, arrangement or understanding (whether legally enforceable or not) to which SDN BHD is a party or which are otherwise binding on SDN BHD or under which SDN BHD has any rights and or obligations save for agreement entered into in a normal course of business.
4.0 CHARGES
4.1 There is no option to acquire, mortgage, charge, debenture, pledge, lien or other forms of security or encumbrance or equity whatsoever on over or affecting SDN BHD or any of its shares assets or undertakings except as have been declared to the Purchaser in respect of the Premises for business operation and the related machinery as listed in “Annexure A” hereof.
4.2 There is no agreement or commitment to give or create any of the foregoing and no claim has been made by any person to be entitled to any of the foregoing.
5.0 BANK ACCOUNTS, BORROWINGS AND DEBTORS
5.1 That on the Completion Date, SDN BHD shall have no bank account in overdraft or other accounts which stand owing or under the process of legal suits actions proceedings (legal or otherwise) other than such account as have been disclosed in writing to the Purchaser.
5.2 That on the Completion Date, SDN BHD shall have no borrowing or other indebtedness other than those disclosed in writing to the Purchaser, save as have been entered into with the consent of the Purchaser.
5.3 SDN BHD has not given any guarantee indemnity warranty bond or incurred any other similar obligation or created security for or in respect of liabilities, actual or contingent, of any other person other than those as disclosed in writing to the Purchaser.
5.4 SDN BHD has not lent any money which has been repaid to them in full and it does not own the benefit of any debt, present or future, other than those as disclosed in writing to the Purchaser.
5.5 That none of the Directors of SDN BHD or any person connected with a Director of SDN BHD as defined in the Companies Act has any loan outstanding with SDN BHD or xxx has provided any guarantee or any security in connection SDN BHD with a loan made to such Director(s) or to such person connected with a Director of SDN BHD wherein such guarantee or security, as the case may be, is still binding on SDN BHD.
5.6 No dividend or other distribution of any kind shall be declared made or paid by SDN BHD at any time following the execution of this Agreement up to the Completion Date, except as to be agreed to be considered as retained profit in the form of share units to be allotted, credited and/or treated as fully paid by the Purchaser.
6.0 LICENCES
6.1 That all licenses permits rights authorities permissions approvals and consents which are or have at any time been required under any applicable laws for the purposes of enabling SDN BHD to carry out its present business and to own its assets are now and have, since acquired, been in the full force and effect.
7.0 COMPLIANCE WITH LAWS
7.1 To the best of the Vendors’ knowledge, no agreement arrangement or practice (if any) to which SDN BHD has been a party or is connected to it, and no agreement arrangement or practice (if any) in relation to the affairs of SDN BHD to which its officers and or agents have been a party or is concerned to it, is or has been in breach of any applicable laws for the time being in force whatsoever., and that SDN BHD has not committed any breach of any applicable laws or municipal requirements.
7.2 The Vendors undertake to make full disclosure to the Purchaser promptly upon becoming aware of any breach and shall indemnify the Purchaser against all and or any claim demand action proceedings loss cost expense and damage whatsoever arising in connection with such breach.
8.0 EMPLOYEES
8.1 There are no claims or liabilities outstanding made or instituted against SDN BHD by any present or former Director Secretary other officer or any former employees of SDN BHD.
8.2 SDN BHD has never operated or been a party to any pension scheme or arrangement on behalf of any Director Officer or Employee thereof.
9 .0 LITIGATION
9.1 SDN BHD has not been engaged in nor been a party to any litigation arbitration tribunal board hearing criminal or other proceedings or hearing before any court tribunal or other statutory or governmental agency board or authority or other body nor subject to any prosecution.
9.2 There are no such litigation, arbitration, hearing or proceedings pending or threatened by or against SDN BHD and there are no circumstances which might give rise to the same, and SDN BHD is not involved in any dispute with any third party.
9.3 SDN BHD is not subject to any order or judgment given by any court tribunal or statutory or governmental body whatsoever as aforesaid or in any arbitration or board hearing and has not been a party to any undertaking or assurance given to a any court tribunal statutory or governmental body.
9.4 To the best of the vendors knowledge, SDN BHD is not in default in respect of any obligation, whether contractual statutory or otherwise.
10.0 TAX RETURNS AND TAXATION
10.1 To the best of the Vendors’ knowledge, all necessary information notice computation and returns (all of which are true and accurate) have been properly and duly submitted by SDN BHD to the Director General of Inland Revenue, Malaysia in respect of taxation for all periods up to the Completion Date. All such computations and returns are agreed with and none of them is or will be questioned or disputed in any way to the Director General of Inland Revenue, Malaysia.
10.2 SDN BHD is not and will not be liable to any other claim for taxation arising in consequence of or in relation to any event in all previous Years of Assessment.
10.3 SDN BHD has not been a party to or gained a tax benefit from any transaction to which section 140 of the income tax act, 1967 of Malaysia applies or/ and any amendment thereunder made for the time being applicable in Malaysia.
11.0 TRADEMARKS AND OTHER INTELLECTUAL PROPERTY RIGHTS
11.1 There are no Trademarks or Tradenames used by SDN BHD in which SDN BHD make claims any right.
11.2 SDN BHD does not own any patent or registered design from any other body or organization in the carrying on of the business (if any) of SDN BHD and does not require any license or consent from third party under any patent copyright or registered design or any other intellectual property rights.
12.0 ACCOUNTING BOOKS AND RECORDS
12.1 All accounts, books, ledgers, and other financial records of whatsoever kinds relating to SDN BHD business and activities (including without limitation to those required by law) are in its possession and:
12.1.1 have since the incorporation of SDN BHD been fully and properly and accurately kept up and maintained and contain the true and accurate records of all matters required to be entered therein;
12.1.2 do not contain or reflect any material inaccuracies or discrepancies;
12.1.3 give and reflect a true and fair view of the trading transactions and of the financial and contractual position of SDN BHD and of the assets and liabilities (if any) of SDN BHD.
13.0 FILING
13.1 All returns particulars resolutions and other documents required to be filled with or delivered to the Registrar of Companies of Malaysia in respect of SDN BHD have been duly and properly filed or delivered in accordance with the Companies Act.
13.2 SDN BHD statutory books are in its possession and have been accurately and fully written up and maintained and contain the true and accurate records of all matters required to be entered therein including but not limited to all resolutions of the Directors. In particular the Registrar of members contains a true complete and accurate record of all the members and former members and their holdings of shares therein.
14.0 STAMP DUTY AND CAPITAL DUTY
14.1 All deeds agreements and other documents to which SDN BHD is a party or which concern its business and or assets are in its possession of or under its control and where appropriate are properly stamped in accordance with the Stamp Act, 1949 (Consolidated and Revised, 1989) of Malaysia including any amendments thereafter made for the time being enforced in Malaysia.
15.0 OPERATION OF SDN BHD BUSINESS
15.1 SDN BHD has at all times carried on its business and affairs in all respects in accordance with its Memorandum and Articles of Association.
16.0 NO CRIMINAL CONVICTIONS
16.1 SDN BHD has not at any time been subject to any prosecution or been convicted of any criminal offence nor, to the best of the Vendors’ knowledge, has any of its officers been subject to any prosecution or been convicted of any breach of the Companies Act in relation to the affairs of SDN BHD.
17.0 SHARES
17.1 No person shall have any right or option to acquire any of the authorized or issued share capital of SDN BHD from any of the persons who are registered as holders or owners of any share in SDN BHD as at the Completion Date.
18.0 POWER OF ATTORNEY AND AUTHORITY
18.1 There are no existing persons holding Power of Attorney from SDN BHD and there is not outstanding any authorities (express or implied) by which any person may enter into any contract or commitment or do any thing on behalf of SDN BHD.
19.0 INVESTIGATION
19.1 There is not in existence or pending any investigation or enquiry by or on behalf of any governmental or other body in respects the affairs of SDN BHD.
20.0 WINDING UP
20.1 That to the best of the Vendors’ information no petitions for winding up of SDN BHD have been presented nor threatened and no orders have been made or effective resolution passed for the winding up of SDN BHD nor proceedings instituted or a meeting or meetings called with a view to obtaining any such order or orders or to pass any such resolution or resolutions.
20.2 That no receiver of the undertakings or assets of SDN BHD or any part hereof has been appointed nor have any judgment been obtained against SDN BHD nor has any execution or process of any court or authority been issued out against or levied or enforced upon SDN BHD or the assets or any part thereof.
21.0 MATERIAL INFORMATION
21.1 That all material information regarding SDN BHD that may affect the Purchasers decision to enter into this agreement has been disclosed.
________________________________________
No comments:
Post a Comment