The Companies Act 1985
(As amended by the Companies Act 1989)
Private Company Limited by Shares
ARTICLES OF ASSOCIATION of ...
LIMITED
PRELIMINARY
1. (a) Subject as hereinafter provided the Regulations incorporated in Table A as set out in the Schedule to the Companies (Tables A to F).
Regulations 1985 as amended and hereinafter called ``Table A'' shall apply to the Company.
(b) The Articles hereinafter contained, together with the Regulations incorporated in Table A subject to their exclusion or modification hereinafter expressed, shall constitute the Regulations of the Company.
(c) Any reference in these Articles to ``The Act'' shall mean the Companies Act 1985 as amended or extended by any other enactment.
INTERPRETATION
2. In Regulation 1 of Table A there shall be inserted before the words ``office'' and ``secretary'' the word ``the'' and between the words ``regulations'' and ``the Act'' the words ``and in any regulations adopting in whole or in part the same''.
ALLOTMENT OF SHARES
3. (a) Subject to the provisions hereinafter expressed, the Directors are authorised for the purposes of Section 80 of the Act to exercise the power (of the Company) to allot shares to the amount of the authorised but unissued share capital of the Company at the date hereof and the Directors may allot, grant options over or otherwise dispose of such shares to such persons, on such terms and in such manner as they think fit provided always that:
(i) save as provided in sub-paragraph (ii) below, the authority hereby given to the Directors to exercise the power of the Company to allot shares shall expire five years after the date of incorporation of the Company;
(ii) the Members in General meeting may by Ordinary Resolution:
(a) renew the said authority (whether or not it has been previously renewed) for a period not exceeding five years (unless the Company elects by elective resolution to modify the duration of authority pursuant to Section 80A of the Companies Act 1985), but such Resolution shall comply with the Act;
(b) revoke or vary any such authority (or renewed authority);
(iii) notwithstanding the aforementioned provisions of sub-paragraphs (i) and (ii) the Company may make an offer or agreement which would or might require shares to be allotted after such authority has expired and in pursuance of such an offer or agreement the Directors may allot shares notwithstanding that such authority or renewed authority has expired.
Any reference hereto to the allotment of shares shall include a reference to the grant of any right to subscribe for, or to convert any security into shares, but shall not include any reference to the allotment of shares pursuant to such a right.
(b) In accordance with Section 91 of the Act, Sections 89(1), and 90(1) to (6) of the Act are excluded from applying to the Company.
Any shares for the time being unissued shall be offered to the Members in proportion as nearly as may be to the number of existing shares held by them respectively unless the Company shall by Special Resolution otherwise direct.
Such offer shall be made by written notice specifying the number of shares offered and specifying a period (not being less than fourteen days) within which the offer, if not accepted, will lapse and determine.
After the expiration of that period, or on the receipt of an intimation in writing from the offeree that he declines to accept the shares so offered, the Directors may in accordance with the provisions hereto allot, grant options over or otherwise dispose of the same to such persons, on such terms and in such manner as they think most beneficial to the Company.
The Directors may in like manner and subject as aforesaid, allot any such new or original shares which by reason of the proportion borne by them to the number of persons entitled to any such offer as aforesaid or by reason of any other difficulty in apportioning the same cannot in the view of the Directors effectually be offered in the „plain manner aforesaid.
SHARES
4. (a) Subject to Chapter VII of Part V of the Act, and to the Regulations of the Company, the Company may purchase its own shares (including redeemable shares) whether out of distributable profits or the proceeds of a fresh issue of shares or otherwise.
(b) Regulation 35 of Table A shall not apply to the Company.
(c) Subject to Chapter VII of Part V of the Act, any shares may, with the sanction of an Ordinary Resolution, be issued on the terms that they are, at the option of the Company or the shareholder, liable to be redeemed on such terms and in such manner as the Company before the issue of the shares may by Special Resolution determine, and whether out of distributable profits or the proceeds of a fresh issue of shares or otherwise.
Regulation 3 of Table A shall be modified accordingly.
(d) Subject to Chapter VI of Part V of the Act, the Company may give financial assistance for the purpose of or in connection with any acquisition of shares made or to be made in the Company or its holding company.
5. The lien conferred by Regulation 8 of Table A shall attach to all shares whether fully paid or not and to all shares registered in the name of any person indebted or under liability to the Company whether he be the sole holder thereof or one of two or more joint holders.
The Company shall have a first and paramount lien on every share (not being fully paid) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share and the Company shall also have a first and paramount lien on all shares (including fully paid shares) registered in the name of any person indebted or under liability to the Company whether he be the sole holder thereof or one of two or more joint holders for all moneys presently payable by him or his estate to the Company: but the Directors may at any time declare any shares to be wholly or in part exempt from these provisions.
The Company's lien, if any, on a share shall extend to all dividends payable thereon.
Regulation 8 of Table A shall be modified accordingly.
TRANSFER OF SHARES
6. (a) No share or beneficial ownership of a share shall be transferred nor shall the Company purchase any of its own shares pursuant to Regulation 4 unless and until the rights of pre-emption hereinafter conferred shall have been
(b) Any member proposing to transfer any share or beneficial ownership of a share (hereinafter called ``the vendor'') shall give notice in writing (hereinafter called ``the transfer notice'') to the Company of such proposal.
The transfer notice shall specify the sum which in the vendor's opinion constitutes the fair price of each share specified therein, and shall constitute the Company the vendor's agent for the sale of such share or shares (hereinafter called ``the said shares'') in one or more lots at the discretion of the Directors to the Members (other than the vendor), at that price save that if the Directors do not accept that the sum specified by the vendor constitutes the fair price of the said shares they shall instruct the Auditors of the Company (who shall act as experts and not as arbitrators so that any provision of law or statute relating to arbitration shall not apply) or, in the case of a Company to which no Auditors have been appointed, such independent expert as determined and duly appointed by the Members of the Company in General Meeting, to certify by certificate in writing (hereinafter called ``the certificate of value'') the value in their opinion of the said shares as between a willing seller and a willing buyer, and in such a case the transfer notice shall nevertheless constitute the Company the vendor's agent for the sale of the said shares but at the price certified in the certificate of value.
(c) If the Auditors (or the independent expert as aforesaid) are instructed to certify the fair value as aforesaid the Company shall, as soon as it receives the certificate of value, furnish a copy thereof to the vendor.
The cost of obtaining the certificate of value shall be borne by the Company.
(d) Upon the price being fixed as aforesaid (whether by reference to the vendor's opinion of the fair price or by reference to the certificate of value) the Company shall forthwith by notice in writing (hereinafter called ``the offer notice'') inform each Member (other than the vendor) of the number and price of the said shares and shall invite each such Member to apply in writing to the Company within 21 days of the date of despatch of the offer notice (which date shall be specified therein) for such maximum number of the said shares (being all or any thereof) as he shall specify in such application.
(e) If such Members shall within the said period of 21 days apply for all or (save as otherwise provided in the transfer notice) any of the said shares, the Directors shall allocate the said shares (or so many of them as shall be applied for) to or amongst the applicant Members in proportion as nearly as may be to the number of shares in the Company of which they are registered or unconditionally entitled to be registered as holders provided that no applicant Member shall be obliged to take more than the maximum number of shares specified by him as aforesaid.
If any shares shall not be capable without sub-division of being allocated to the Members in proportion to their existing holdings, the same shall be allocated to the applicant Members, or some of them, in such proportions or in such manner as may be determined by lots drawn in regard thereto and the lots shall be drawn in such manner as the Directors think fit.
(f) The Company shall forthwith give notice of such allocations (hereinafter called ``the allocation notice'') to the vendor and to the Members to whom the said shares have been allocated and shall specify in the allocation notice the place and time (being not earlier than 14 and not later than 28 days after the date of the despatch of the allocation notice, which shall be specified therein) at which the sale of the said shares so allocated shall be completed.
(g) The vendor shall be bound (upon payment of the purchase price due in respect thereof) to transfer the shares comprised in the allocation notice to the purchasing Members named therein at the place and time therein specified; and if in any case the vendor after having become bound as aforesaid makes default in transferring any shares the Company may receive the purchase price on his behalf, and may authorise some person to execute a transfer of such shares in favour of the purchasing Member.
The receipt of the Company for the purchase price shall be a good discharge to the purchasing Member.
The Company shall forthwith pay the purchase price into a separate bank account in the Company's name and shall hold the purchase price and any interest earned thereon in trust for the vendor.
(h) During the 6 months following the expiry of the period of 21 days referred to in paragraph (e) of this Regulation the vendor shall be at liberty subject nevertheless to the provisions of paragraph (i) of this Regulation to transfer to any person (including, but subject to Regulation 4, the Company) and at any price (not being less than the price fixed under paragraph (b) of this Regulation) any of the said shares not allocated by the Directors as aforesaid.
(i) The Directors may, in their absolute discretion and without assigning any reason therefor, decline to register any transfer of any share, whether or not it is a fully paid share.
7. The instrument of transfer of a fully paid share shall be executed by or on behalf of the transferor and in the case of a share which is not fully paid, the instrument of transfer shall in addition be executed by or on behalf of the transferee.
The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the register of Members in respect thereof.
GENERAL MEETINGS AND RESOLUTIONS
8. (a) Any proxy appointed by a member of the Company in accordance with Section 372 of the Act shall be entitled to vote on a show of hands as well as on a poll, provided that no person present shall be entitled to more than one vote on a show of hands save as provided in Regulation 50 of Table A.
(b) In every notice convening a General Meeting of the Company there shall appear with reasonable prominence a statement that a Member entitled to attend and vote is entitled to appoint a proxy to attend and, on a poll, or a show of hands to vote instead of him and that such proxy need not also be a Member.
(c) Regulations 38 and 59 of Table A shall be modified accordingly.
(d) Proxies may be deposited at the Registered Office of the Company at any time before the time of the Meeting for which they are to be used unless otherwise specified in the notice convening such Meeting.
The Directors may at their discretion treat a facsimile transmission or other machine made copy of an instrument appointing a proxy as a proxy for the purposes of this Article.
Regulation 62 of Table A shall be modified accordingly.
9. A Resolution in writing signed or approved by letter, telex, facsimile transmission or cable by all members of the Company, who would have been entitled to vote upon it if it had been duly proposed at a General Meeting or at a meeting of any class of members of the Company, or by their duly appointed attorneys, shall be as valid and effectual as if it had been passed at a General Meeting or at such a class meeting of the Company (as the case may be) duly convened and held.
Any such Resolution may consist of several documents in the like form each signed by one or more of the members or their attorneys (or, in the case of a member which is a body corporate, by a director thereof or by a duly appointed representative).
Regulation 53 of Table A shall not apply to the Company.
APPOINTMENT OF DIRECTORS
10. (a) Unless and until otherwise determined by the Company in General Meeting there shall be no maximum number of Directors and the minimum number of Directors shall be one.
Whenever there shall be only one Director of the Company such Director may act alone in exercising all the powers, discretions and authorities vested in the Directors, and Regulation 89 of Table A shall be modified accordingly.
(b) Regulation 64 of Table A shall not apply to the Company.
11. (a) The Directors shall not be required to retire by rotation and Regulations 73 to 80 (inclusive) of Table A shall not apply to the Company.
(b) No person shall be appointed a Director at any General Meeting unless either:
(i) he is recommended by the Directors; or
(ii) not less than fourteen nor more than thirty-five clear days before the date appointed for the General Meeting, notice executed by a Member qualified to vote at the General Meeting has been given to the Company of the intention to propose that person for appointment, together with notice executed by that person of his willingness to be appointed.
(c) Subject to paragraph (b) above, the Company may by Ordinary Resolution in General Meeting appoint any person who is willing to act to be a Director, either to fill a vacancy or as an additional Director.
(d) The Directors may appoint a person who is willing to act to be a Director, either to fill a vacancy or as an additional Director, provided that the appointment does not cause the number of Directors to exceed any number determined by the Company in General Meeting as the maximum number of Directors for the time being in force.
(e) Regulation 84 of Table A shall be modified by the deletion of the last sentence therefrom.
PROCEEDINGS OF DIRECTORS
12. Notice of a meeting of the Directors shall be deemed to be properly given to a Director if it is given to him personally or by word of mouth or sent in writing to him at his last known address or any other address given by him to the Company for this purpose, or by any other means authorised in writing by the Director concerned.
A Director absent or intending to be absent from the United Kingdom may request the Directors that notices of meetings of the Directors shall during his absence be sent in writing to him at an address or to a facsimile or telex number given by him to the Company for this purpose, but if no request is made to the Directors it shall not be necessary to give notice of a meeting of the Directors to any Director who is for the time being absent from the United Kingdom.
A Director may waive notice of any meeting either retrospectively or prospectively.
13. All or any of the members of the board or any committee of the board may participate in a meeting of the board or that committee by means of a conference telephone or any communication equipment which allows all persons participating in the meeting to hear each other.
A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly.
Such a meeting shall be deemed to take place where the largest of the group of those participating is assembled, or, if there is no such group where the Chairman of the meeting then is.
14. (a) A Director who is in any way either directly or indirectly interested (whether through persons connected with him as defined in section 346 of the Act or otherwise) in any contract, transaction or arrangement (whether or not constituting a contract and whether actual or proposed) with the Company or in which the Company is otherwise interested, shall declare the nature of his interest at a Meeting of the Directors in accordance with section 317 of the Act.
Subject to such disclosure a Director shall be entitled to vote in respect of any such contract, transaction or arrangement (whether actual or proposed) in which he is interested and he shall be counted in reckoning whether a quorum is present.
(b) Regulations 94 to 97 (inclusive) of Table A shall not apply to the Company.
BORROWlNG POWERS
15. The Directors may exercise all the powers of the Company to borrow money, whether in excess of the nominal amount of the share capital of the Company for the time being issued or not, and to mortgage or charge its undertaking, property and uncalled capital or any part thereof, and to issue debentures, debenture stock or any other securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.
DISQUALIFICATION OF DIRECTORS
16. The office of a Director shall be vacated if he becomes incapable by reason of illness or injury of managing and administering his property and affairs and Regulation 81 of Table A shall be modified accordingly.
GRATUITIES AND PENSIONS
17. In Regulation 87 of Table A there shall be inserted between the words ``the directors'' and ``may'' the words ``on behalf of the Company''.
DIVIDENDS
18. No dividend or interim dividend shall be paid otherwise than in accordance with the provisions of Part VIII of the Act which apply to the Company.
NOTICES
19. (a) Any notice or other document may be served on or delivered to any Member by the Company either personally, or by sending it by post addressed to the Member at his registered address or by facsimile transmission or telex or other instantaneous means of transmission to a number provided by the Member for this purpose, or by leaving it at his registered address addressed to the Member, or by any other means authorised in writing by the Member concerned.
In the case of joint holders of a share, service or delivery of any notice or other document on or to one of the joint holders shall for all purposes be deemed a sufficient service on or delivery to all the joint holders.
Regulation 112 of Table A shall be modified accordingly.
(b) Any notice or other document, which is sent by post, shall be deemed to have been served or delivered 24 hours after posting and, in proving such service or delivery, it shall be sufficient to prove that the notice or document was properly addressed, stamped and put in the post.
Any notice or other document left at a registered address otherwise than by post or sent by facsimile transmission or telex or other instantaneous means of transmission, shall be deemed to have been served or delivered when it was so left or sent.
Regulation 115 of Table A shall not apply.
EXECUTION OF DOCUMENTS
20. The seal, if any, shall only be used by the authority of the Directors or of a committee of Directors authorised by the Directors.
The Directors may determine who shall sign any instrument to which the seal is affixed and unless otherwise so determined it shall be signed by a Director and by the Secretary or by a second Director.
Any document signed by a Director and the Secretary of the Company or by two Directors of the Company and expressed (in whatever form of words) to be executed by the Company has the same effect as if executed under the seal of the Company.
A document shall only be so signed with the authority of a resolution of the Directors or a committee of the Directors.
Regulation 101 of Table A shall not apply to the Company.
INDEMNITY
21. (a) The Company shall in accordance with Section 310(3) of the Act pay for any liability insurance and also indemnify any Director, Officer or Auditor of the Company against any liability incurred by him in defending any proceedings (whether civil or criminal) in which judgment is given in his favour or he is acquitted in any connection with an application under Section 144 (3) or (4) or Section 727 in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company.
(b) Regulation 118 in Table A shall not apply to the Company.
Names and Addresses of Subscribers ........................................
Dated the ...WITNESS to the above Signatures:........................................
ANNEX 2
ARTICLES OF ASSOCIATION
NAME - OBJECT - REGISTERED OFFICE - DURATION
Article 1 - Form
A joint stock company (hereinafter the ``Company'') is incorporated under the name of
``...........
S.P.A.''
Article 2 - Object
The Company's object is to sell and distribute telecommunication products and carry out all the related and necessary activities therefor.
The Company will also be entitled to undertake all commercial, industrial and financial operations (including the grant and receiving of loans and guarantees of any type), on movables and immovables, which may be deemed by the Directors necessary or useful in order to attain the Company's object.
In addition, the Company will be entitled to acquire interests, shares or participation in other companies or undertakings which have a similar object to its own.
Article 3 - Registered offices
The Company's registered office is in ... [city], ... [address].
The Company is entitled to create or establish, as well as to close, representative offices, branches, agencies and other commercial or industrial offices both in Italy and abroad.
For all the relationships with the Company, the Shareholders' domicile is at the address written in the Company's books.
Article 4 - Duration
The Company's duration is fixed up until ... and may be extended according to the law.
CAPITAL - TRANSFER OF THE SHARES - CAPITAL INCREASE
Article 5 - Capital
The Company's registered capital stock shall be Lit. ... (...) divided into ... (...) shares having a par value of Lit.
1,000 (one thousand) each, and may be increased by resolution of the General Meeting, also by way of contribution of goods or credits.
The shares of the Company shall be nominative.
Article 6 - Debentures
Article 7 - Payment for the subscription of the shares
Article 8 - Transfer of the shares
If a Shareholder wishes to sell or otherwise transfer wholly or partially the shares, the Shareholder shall communicate to the other Shareholders and to the Chairman of the Board of Directors by registered letter return receipt the name of the possible purchaser, the amount of the shares to be sold, the consideration, the terms of payment and any other useful information concerning the transaction. [...]
Article 9 - Capital increase
The provisions of this Article will apply also in case of a Shareholder receding from the Company.
GENERAL MEETINGS
Article 10 - Call and notice
The General Meeting shall be called by the Directors at the registered office of the Company or in another place in the European Union by means of the publication of the notice of call in the Official Gazette of the Italian Republic at least 15 (fifteen) days before the date of the meeting and, in general, in compliance with the provisions of law.
A General Meeting not called in the aforesaid way may also be valid if the entire capital is present and all the Directors and all the Statutory Auditors are present.
Article 11 - Attendance to the General Meetings
All the Shareholders, registered in the Company's Share Register at least 5 (five) days prior to the date of the meeting, are entitled to attend the General Meeting.
The Shareholders are entitled to be represented at the General Meeting by another person authorised by means of a written proxy according to the law.
The proxy cannot be granted blank.
Article 12 - Ordinary and extraordinary General Meeting
The Ordinary General Meeting must be called at least once a year, according to the provisions of law, in order to approve the balance sheet; when particular circumstances so require, the Directors may call the Ordinary General Meeting to approve the balance sheet within 6 (six) months after the closing of the financial year.
The Ordinary General Meeting is entitled to approve the yearly business plan and budget of the Company.
The Extraordinary General Meeting is called in the cases provided by law.
Article 13 - Quorum
The resolutions of the Ordinary and Extraordinary General Meeting are valid if taken with the attendance and the majority of the Shareholders provided for by law.
Article 14 - Direction of the General Meeting
The General Meeting is presided over by the Chairman of the Board of Directors or, if he is absent, by another person designated by the General Meeting.
The Chairman of the General Meeting will rule on the right of participation, including by proxy, verify if the General Meeting is legally constituted and with the attendance of Shareholders as required for the validity of the resolutions, direct and regulate the discussion and determine the rules for voting.
Article l5 - Minutes
The minutes of the resolutions of the General Meeting must be written in the General Meetings' Minutes' Book and must be signed by the person presiding the General Meeting and the secretary, as designated from time to time by the General Meeting.
If required by law or by the majority of the Shareholders, the Minutes of the General Meeting will be drawn up by a Notary Public.
MANAGEMENT - POWERS TO REPRESENT THE COMPANY AND TO SIGN ON BEHALF OF THE COMPANY
Article 16 - Board of Directors
Article 17 - Call and notice
If the General Meeting has not done so, the Board of Directors will elect a Chairman from among its members; it may also elect one or more Vice Chairmen who will substitute the Chairman in case of his absence or inability.
The Board of Directors may also appoint one or more Managing Directors, General Managers or special attorneys, determining their respective powers.
The Board of Directors is called at the registered office or elsewhere in the European Union, whenever the Chairman or one or more Directors request it, specifying the agenda.
If a request for a Board meeting is presented by the majority of the Directors in charge, the Chairman must immediately call a Board meeting according to the urgency procedure provided for by the precedent paragraph.
If the Chairman fails, the Board of Directors is called by a Vice Chairman or a Managing Director.
Article 18 - Resolutions
The resolutions of the Board of Directors will be valid when the majority of the Directors in charge are actually present.
The resolutions of the Board of Directors will be passed by the favourable vote of the majority of the participants.
Article 19 - Minutes
Article 20 - Remuneration
The Directors are entitled to the reimbursement of their expenses met in the execution of their duties.
The annual remuneration due to the Directors is determined by the General Meeting and the annual remuneration of the Managing Directors is determined by the Board of Directors, with the advice of the Board of Statutory Auditors.
Article 21 - Powers
Article 22 - Powers to represent the Company
[...] including but not limited to the possibility to commence actions and proceedings, both legal and administrative, in any jurisdiction and to appoint the necessary lawyers and attorneys.
STATUTORY AUDITORS
Article 23 - Statutory Auditors
The Board of Statutory Auditors shall be composed of 3 (three) permanent members and 2 (two) alternates; the Board is appointed and acts in accordance with the law.
The Auditors remain in charge for 3 (three) financial years, may be re-appointed and can be revoked only for ``just cause''.
BALANCE SHEET AND PROFITS
Article 24 - Balance sheet and profits
[...]
The net profits are assigned as follows:
--...% (... percent) to the legal reserve up to the limit of 1/5 (one fifth) of the corporate capital;
--the remaining part to the Shareholders, proportionally to their respective shares, unless the General Meeting resolves in a different way.
The payment of the profits to the Shareholders is made at the registered office according to the terms and conditions provided for by the General Meeting approving the balance sheet; the dividends not collected by the Shareholders within 5 (five) years from the date of the General Meeting approving the balance sheet are assigned to the legal reserve.
DISSOLUTION
Article 25 - Dissolution
If at any time and for any reason the liquidation of the Company is required, the General Meeting will fix the manner of liquidation, will appoint one or more liquidators and will determine their powers and remuneration.
GENERAL PROVISIONS
Article 26 - Miscellaneous
Every other matter not expressly ruled by these Articles of Association will be governed by the Civil Code and laws in force.
ANNEX A
AGREEMENT FOR THE SALE OF A BUSINESS
between
.................... SPA
................... SPA
and
Mr .................
..., ...
19... INDEX
Parties			112
Premises 			114
Article 1 - Premises and Annexes 	114
Article 2 - Definitions and interpretation 	114
Article 3 - Object 		116
Article 4 -Closing Date 		118
Article 5 -Condition precedent		118
Article 6 -Elements of the Business 	118
Article 7 -Transfer of the Transferred Personnel 	118
Article 8 -Purchase Price		120
Article 9 -Payment of the Purchase Price 	120
Article 10 - Representations and Warranties 	120
Article 11 - Liabilities and indemnities 	124
Article 12 - Management of the Business before the Closing Date 	128
Article 13 - Mr ...'s guarantees 	128
Article 14 - Costs and expenses 		128
Article 15 - Waiver and severability 	128
Article 16 - Effects of the Agreement 	128
Article 17 - Communications 		130
Article 18 - Governing law 		130
Article 19 - Arbitration 		130
List of Annexes 		[...]
AGREEMENT FOR THE SALE OF A BUSINESS
This agreement for the sale of a business (hereinafter the ``Agreement'') is made and entered on ...
19... in ...
between
... SPA, a company duly incorporated and organised under Italian law, with corporate capital of Itl. ... fully paid-in, having its registered offices in ..., filed in the Registry of Companies at the Court of ... at No. ... and in the Chamber of Commerce of ... at No. ..., tax code No. ... and VAT code No. ..., here represented by Mr ... in his quality of ..., duly authorised to represent the company at the signature of this Agreement in force of the resolution of the Board of Directors held on ... (hereinafter the ``Buyer''), as well as represented by ...
Ltd., as the
majority shareholder of the would-be ...
S.p.A.,
on one side
... SPA, a company duly incorporated and organised under Italian law, with corporate capital of Itl. ... fully paid-in, having its registered offices in ..., filed in the Registry of Companies at the Court of ... at No. ... and in the Chamber of Commerce of ... at No. ..., tax code No. ... and VAT code No. ..., here represented by Mr ... in his quality of ..., duly authorised to represent the company at the signature of this Agreement in force of the resolution of the Board of Directors held on ... (hereinafter the ``Seller'')
and
Mr ..., born in ... on ..., resident in ... tax code No. ... and VAT code No. ...
on the other side
WHEREAS
-- The Seller carries out its main activity which is the manufacturing and merchandising in the sector of ..., particularly ... and ... for hotel & motel application in Italy.
-- The Seller, pursuant to this, is the owner of a business located in ... (...) and including stock, goods, contracts, legal relationships, payables, receivables and other elements that are all used for carrying out the activity of the Seller.
-- The Buyer is part of an international group whose main activity is in the manufacturing and merchandising of ... world-wide.
-- The group which the Buyer belongs to is interested in the acquisition of and the Seller is interested in the transfer of the business of the Seller and therefore the Seller and ... of ... (...) have already stipulated on ..., 19... a Letter of Intent (hereinafter ``LOI'') containing the terms and conditions of the sale of the business of the Seller, as provided for by this Agreement.
-- Mr ... has declared to be ready to guarantee the liabilities of the Seller deriving from this Agreement.
NOW THEREFORE it is convened and agreed between the Buyer, the Seller and Mr ... (hereinafter mentioned jointly as the ``Parties'' and severally as the ``Party'') as follows:
Article 1 - Premises and Annexes
The Premises and the Annexes are an integral part of this Agreement.
Article 2 - Definitions and interpretation
In this Agreement:
``Business'' means the business of the Seller, presently running in ... (...) composed by the goods, agreements, contracts, know-how, legal relationships, the Goodwill and any other elements that are used by the Seller, even in force of a leasing contract or other legal forms, as at the Closing Date in order to carry out its activity, as described in the Inventory;
``Closing Date'' means .../..., 19... or any other different date, that the Parties will have the faculty to mutually agree, on which the Purchase Price shall be paid by means of delivery of a certified bank cheque to the Seller and the Business shall be transferred from the Seller to the Buyer;
``Provisional Financial Statement'' means the financial statement of the Business as at .../..., 19..., whose copy is attached herein as Annex 1;
``Closing Financial Statement'' means the financial statement of the Business as at the Closing Date which will be delivered to the Buyer on Closing Date.
The values contained in the Closing Financial Statement must be equal to those contained in the Closing Inventory according to the Italian law.
``Goodwill'' means the goodwill of the Business, as determined by the Parties in the LOI of ..., 19...,
``Closing Inventory'' means the list of all elements composing the Business as at the Closing Date, a copy of which will be delivered to the Buyer at the Closing Date.
``Provisional Inventory'' means the list of all the elements composing the Business as at ..., 19..., a copy of which is attached herein as Annex 2;
``Net Value'' means the net value of the Business as resulting from the Closing Financial Statement;
``Notary Deed'' means the deed to be signed by the Parties and notarised in accordance with the provisions of Law No. 310/1993 on Closing Date.
The Parties undertake to prepare a trial balance (hereinafter the ``Trial Balance'') to be attached to the Notary Deed describing the values of the assets and liabilities of the Business for the purposes of the said Notary Deed;
``Purchase Price'' means the price for the purchase of the Business;
``Transferred Agents'' means ... (...) persons that at the Closing Date will work, in force of an agency contract, as agents in favour of the Seller within the Business and that are listed, together with their respective details (name, date and place of birth, date of beginning of the agency contract, termination, commission, other notes) in the schedule that has been attached to this Agreement as Annex ...
``Transferred Personnel'' means ... (...) persons that at the Closing Date will work, in force of a subordinated employment contract, in favour of the Seller within the Business and that are listed, together with the respective details (name, date and place of birth, type of contract, qualification and duties, date of beginning of the employment contract, eventual date of termination, salary, benefits, other notes) in the schedule that has been attached to this Agreement as Annex ...
Article 3 - Object
The Seller sells and transfers to the Buyer, that accepts, the title and the ownership into the Business and each of its elements, as described in the Closing Inventory, with the express exclusion of all those elements not listed in the Closing Inventory (including but not limited to the Seller's credits and debts).
Following the execution of this Agreement, the Seller and the Buyer shall cooperate with each other to give it full performance and shall carry out all the formalities necessary for the enforcement of the complete and definitive transfer of the Business from the Seller to the Buyer; in particular the Seller and the Buyer shall sign the Notary Deed on the Closing Date.
Article 4 - Closing Date
The transfer of the Business will become effective between the Parties at 00:01 of the Closing Date, provided that all the conditions under Article 5 of this Agreement will have been satisfied.
Article 5 - Condition precedent
The validity and effectiveness of this Agreement shall be subject to the condition precedent that:
-- all the public, governmental or administrative authorisations and permits provided for by any applicable law will have been granted by the competent Authorities, including but not limited to the ones from ...
Government.
-- no law, regulation or any other order from competent Authorities will prohibit the stipulation and execution of this Agreement;
-- no agreement or consent from third parties is or will be necessary for the stipulation and execution of this Agreement.
Article 6 - Elements of the Business
In order to specify the elements included in the Business, the Parties hereby acknowledge that the Business includes, but is not limited to, the following elements:
(a) the ownership, the right to use and any other title into all the other goods, even if not owned by the Seller, that are or have been normally used for the activity of the Business;
(b) the stock, as it will result from the Inventory;
(c) the files, records, documents, catalogues and whatever else may be pertaining to the Business;
(d) the right of the Buyer to use the industrial property rights and know-how, as listed in the document that has been attached to this Agreement as Annex ...;
(e) all the agreements and contracts presently in force and concerning the activity of the Business, including but not limited to the purchase orders to suppliers for goods, licences, services and any other elements necessary to run the business;
(f) the subordinate employment agreements with the Transferred Personnel;
(g) the agency contracts with the Transferred Agents;
(h) insurance policies entered into by the Seller with reference to the activity of the Business, including those concerning liability for damages, industrial accidents, fire and theft;
(i) the Goodwill.
Article 7 - Transfer of the Transferred Personnel
The transfer of the Transferred Personnel working in the Business shall be governed as follows:
(i) the subordinate employment contracts with the Transferred Personnel will be transferred to the Buyer together with: (I) all the receivables, payables and other liabilities existing as at the Closing Date and concerning the Transferred Personnel and (II) the severance indemnity fund (T.F.R.) concerning the Transferred Personnel as at the Closing Date;
(ii) the Transferred Personnel shall begin to work for the Buyer from the Closing Date by way of a direct transfer without interruption of the employment relationships and under the same financial conditions as previously agreed by the Seller and resulting from Annex ...;
(iii) the Seller will make its best efforts to transfer the Transferred Personnel to the Buyer pursuant to the conditions provided herein and, in every case, shall be deemed liable for any failure of these transfers;
(iv) the Seller will keep the Buyer indemnified for any liability that may arise as consequence of this Article, even if they result after the date of this Agreement.
Article 8 - Purchase Price
The purchase price is equal to: the value of the Goodwill which is finally determined for the purposes thereof as worth USD ... - (...) plus the Book Value for the fixed and Intangible Assets at the Closing date to be calculated before such a date.
As for the value of the stock the price will be the price per unit invoiced by suppliers during the fiscal years of 19... and 19..., or the market value for those items purchased prior 19... as calculated before the closing date and the quantity of the stock will be the figures verified by ... as at the closing Date.
From ten (10) business days prior to the closing date, the purchase price finally determined on the basis of the figures calculated before the closing date, as said above, is the following (...) divided in (...).
The Goodwill is not subject to any change.
Article 9 - Payment of the Purchase Price
The payment of the Purchase Price shall be carried out as follows:
On Closing Date a certified bank cheque shall be delivered to the Seller.
The amount of the cheque shall be equal to 100% of the Purchase Price.
To this subject ... shall carry out the due diligence review to verify the completeness and accuracy of the method adopted for the calculation of the stock as set forth in the Article 8.
For such due diligence period, the seller shall close down its business and do its best efforts to assist ... in performing its audit work.
Article 10 - Representations and Warranties
10.1. The Seller acknowledges that, as at the date of this Agreement and at the Closing Date, all the representations and warranties provided in this Agreement have been, are and will be true and corresponded, correspond and will correspond faithfully to the effective and real situation of the Business.
10.2. The Seller therefore represents and warrants to the Buyer:
a) that the Seller is an Italian company duly existing and running in accordance with Italian laws;
(b) that the execution of this Agreement by the representative of the Seller has been regularly authorised and that the Seller has not granted revocable or irrevocable powers of attorney to anybody for any kind of transaction whatsoever related to the Business;
(c) that the execution of this Agreement does not violate any provisions of the articles of association of the Seller, or any other contract or agreement;
(d) that the Business itself and all the elements of the Business exist and are available in their entirety, and that those assets used in the activity of the Business, though not of property of the Seller, have been specifically identified;
(e) to have obtained all the necessary authorisations and permits of every nature, private or public, in order to carry out the activity of the Business;
(f) to have drawn up and completed all company and accounting books relating to the activity of the Business in accordance with applicable laws and regulations;
(g) that the Seller has full and valid right of ownership and/or leasehold of the Business itself and of any of its elements and that no options, pre-emptive rights, liens, encumbrances, privileges, pledges, restraints, mortgages, guarantees or other rights have been granted to or agreed with third parties regarding the Business itself or elements of the Business;
(h) that all the assets and equipment making up the Business are in good and workable conditions and built and maintained in accordance with current laws and regulations;
(i) that, amongst the elements that constitute the Business, there are no shares of public or private limited companies, nor any other form of investment or shareholdings in enterprises, foundations, consortiums, associations, joint-ventures, European economic groupings (...) or temporary collaboration with other businesses;
(j) that the execution and enforcement of this Agreement does not constitute just cause for ceasing contractual obligations of third parties concerning the Business;
(k) that the Transferred Agents are the only agents that will be transferred and that the Seller has not agreed or promised, neither indirectly, new agency contracts with other people or contractual conditions with the Transferred Agents different from the ones indicated in Annex ...;
(l) that the Transferred Personnel are the only employees that will be transferred and that the Seller has not agreed ort promised, neither indirectly, new employment contracts with other people or contractual conditions with the Transferred Personnel different from the ones indicated in Annex ...;
(m) that the Seller has the right to use all intellectual property rights and know-how currently used and necessary for the carrying out of the activity of the Business or deriving from the activity of the Business, as listed in Annex ...;
(n) that the Closing Inventory truly and faithfully represents the financial statements of the Business to be transferred as at ...
19... and has been drawn up in accordance with generally accepted accounting principles, consistent with those used in the previous two years;
(o) that the Seller is in compliance with any applicable law, regulation or order of the Public Authority and has no civil, penal, administrative, labour-related or fiscal responsibility or liability, with the exception of those detailed in the Financial Statement;
(p) that the Seller has prepared and sent and will prepare and send, in accordance with the law, all returns to be drawn up, in addition to all reports and other records required by the legislation and relating to working relationships and social security, and further that all such documents have been drawn up in good faith and all future payments paid or accounted accordingly;
(q) that the Seller has prepared and sent and will prepare and send all returns and related documentation for State, regional, provincial or local taxes (hereinafter the ``Taxes''); the Taxes payable by the Seller have been and will be regularly paid in their entirety and that no interest, penalty or other sanction of whatever type shall become payable in the future; in any case, any future sums payable have been accounted accordingly,
(r) that, with the exception of what mentioned in Annex ..., there are no lawsuits, disputes or investigations from private or public entities in course concerning or against the Seller, nor any of them have been threatened and that the Seller is not aware of any fact which could justify the aforementioned actions;
(s) that there are no events foreseen that could materially influence or compromise the normal trend in the activity of the Business, and that no customers or other persons having relations with the Business representing alone or together no more than 10% of the Business-turnover intend to cease relations with the Business as a result of the sale to the Buyer.
10.3. The above representations and warranties do not limit the wider responsibility of the Seller.
In particular the Seller shall be liable for any damage, loss or loss of future income caused to the Buyer and/or the Business for acts, facts, events or omissions happened or which find their origin in a period of time precedent to the Closing Date and the Buyer shall not assume or otherwise be liable for any fixed or contingent, known or unknown liabilities or obligations deriving from acts, facts, events or omissions happened or which find their origin in a period of time precedent to the Closing Date.
Article 11 - Liabilities and indemnities
Those liabilities not specifically transferred with the Business, as described in the Inventory under Annex ..., shall be considered of sole responsibility of the Seller, and shall continue to be so notwithstanding the complete fulfilment of the provisions of this Agreement.
Every and each liability not detailed in the Closing Inventory and the Closing Financial Statement (such as, but not limited to, responsibility for Taxes, labour matters and social security payments) referring to conditions or situations existing prior to and including the Closing Date, or which may be connected with facts, actions or omissions of the Seller subsequent to the Closing Date shall not be transferred to the Buyer.
The Seller hereby undertakes to pay to the Buyer, any amounts which may correspond to disbursements made or losses suffered by the Buyer or discrepancies of value in assets and liabilities with respect of the representations and warranties made by the Seller or those items set forth in the Closing Inventory or the commitments undertaken by the Seller and contained in this Agreement.
The Buyer will inform the Seller as soon as possible of any request or claim for damages of a third party.
The Seller will be entitled to appoint at his expenses a lawyer to assist the Buyer's lawyer in case a lawsuit regarding the Business is started by a third party.
In particular, the Seller shall hold the Buyer for the period of time specified in subclause (iv) harmless and exempt from all responsibility, including but not limited to:
(i) any and all liabilities, damages, expenses, shortages, claims or losses resulting from, arising out of or correlated in any way whatsoever to any breach or violation of any of the representations and warranties contained in this Agreement, or any error or omission in the documentation supplied or to be supplied to the Buyer in accordance with this Agreement;
(ii) any and all claims, obligations, debts, demands or liabilities existing vis-Pound-vis the Seller and related to the Business through the Closing Date or which may arise thereafter as a result of conditions or situations existing prior to and including the Closing Date, or which may be connected with facts, actions or omissions of the Seller subsequent to the Closing Date,
(iii) any and all payments, expenses and costs, incurred by the Buyer in defending, or taking part in any lawsuit, dispute, proceedings, claim, assessment, settlement or judicial measure with regard to which the Seller has failed to fulfil its obligations to defend and to indemnify and hold harmless the Buyer.
(iv) The guarantee of the Seller will lapse:
-- after two years from the Closing Date for fiscal liabilities;
-- after 13 years from the Closing Date for social security liabilities.
The above expiration dates shall be postponed according to any change of the relevant statute of limitations rules for the assessment of violation of the law by tax and social socurity law.
All the other representations and warranties shall be valid for a period of 5 years.
Any written notice, claim or request of the Buyer to the Seller relative to the breach of the representations and warranties provided in this Agreement or to a third party claim or request shall interrupt the course of the statute of limitations, which shall run again anew from the date of interruption.
The provisions of this Agreement, the deadlines and the structure of the operation detailed within, as in the case of the information exchanged between the Seller and the Buyer, should be considered confidential and reserved, and shall not be divulged or brought to the attention of third parties, save in the case where such is explicitly provided as an obligation of the law.
Article 12 - Management of the Business before the Closing Date
With the exception of what mentioned in Annex ..., the Seller declares not to have carried out and warrants not to carry out any acts or operations in the running and management of the Business between ...
19... and the Closing Date that may substantially affect the composition or the value of the Business itself and/or the elements of the Business.
Article 13 - Mr ...'s guarantees
Mr ... unconditionally declares and warrants to be jointly and severally obliged with the Seller to pay the Buyer for every and each indemnity, reimbursement, cost or expense to be paid in favour of the Buyer as a consequence of any provisions of this Agreement.
Article 14 - Costs and expenses
Each of the Parties shall pay its own costs sustained and relating to the operation envisaged by this Agreement, including the costs of consultants fees.
Notary expenses, registration tax and other indirect taxes relating to this Agreemenl shall be borne by ...
Article 15 - Waiver and severability
All waivers hereunder shall be in writing and the failure of any Party to require the other Party's performance or any obligations under this Agreement shall not affect the right to require subsequently the performance of the obligations.
Any waiver to require performance of an obligation contained in this Agreement shall not be construed or interpreted as a waiver of the performance of any other provision or a waiver or modification of that provision.
If one or more of the provisions contained in this Agreement shall be declared invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired.
Article 16 - Effects of the Agreement
This Agreement supersedes and substitutes all preceding contracts or agreements in their entirety, whether written or verbal, that may have arisen between the Seller and the Buyer and covering the same material as this Agreement.
Article 17 - Communications
All communications and correspondence required under this Agreement shall be valid only if written and delivered to the other Party by hand, via registered letter with notice of receipt, via telegram or, in the case of particular urgency, via fax to the following addresses:
-- To the Seller: ...Fax: ...For the attention of: ...
-- To the Buyer: ...Fax: ...For the attention of: ...
-- To Mr ...Fax: ...
That correspondence sent by hand or by fax shall have immediate effect; the correspondence sent via registered letter or by telegram shall be considered effective as from the moment of receipt, provided that the contents thereof simply confirm a communication already sent via fax.
Each of the Parties shall notify the other as soon as possible in the case of a change of address or other pertinent details.
Article 18 - Governing law
This Agreement shall be subject to and governed by Italian laws.
Article 19 - Arbitration
Any controversy or any type regarding the interpretation, validity, applicability, annullability, execution and fulfilment of the provisions of this Agreement shall be resolved by a Panel of Arbitration, consisting of 3 (three) Arbitrators, two of which shall be appointed by each of the Parties and the third, who shall be the Chairman of the Board, by agreement between the other two.
The Panel of Arbitration shall be ruled and shall work in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce and shall he located in ... (...).
For the purposes of this Article, the Seller and Mr ... will be considered as a sole Party.
The Board of Arbitrators shall decide by majority, in ritual way and according to the law, within 6 (six) months from the acceptance of the appointment to the third Arbitrator.
The decision shall be considered definitive and binding on all the Parties.
Signed by ...
SPA, acting by Mr ................ as ...;... as .................
Signed by ...
SPA, acting by Mr ... as ...:
Signed by Mr ... as himself:
... AIRWAYS LIMITED
PASSENGER SALES AGENCY AGREEMENT
This Agreement made and entered into on... is by and between ...
AIRWAYS LIMITED, hereafter referred to as ``...'' whose principal office is located at Box ..., ..., and ..., hereafter referred to as ``Agent'' whose principal office is located at ...
Milano, Via ..., ..., Italy.
... and Agent agrees as follows:
Article 1 - Scope of agreement
A. To the extent of and in accordance with the terms and conditions in this Agreement, ... appoints Agent, and Agent hereby undertakes to act, as international passenger sales agent for ... in Italy at the principal office of Agent and at any other location deemed appropriate by the Agent.
B. The rights and obligations in this Agreement apply only to sales of air passenger transportation and related transactions by Agent over the services of ....
C. Agent may only make such representation as to ... as a carrier, aircraft or route by which any passenger is to be transported, or as to any service or amenity to be furnished by ... .
D. Agent shall fully, fairly, and objectively represent ... in the sales of air passenger transportation.
Article 2 - Terms
A. This Agreement commences on the date first written above and continues in full force and effect until terminated by either party by giving the other party hand-delivered, mailed or telefaxed written notice of 120 days.
B. Any termination of this Agreement shall be without prejudice to any outstanding liabilities or rights accrued or arising hereunder between the parties.
Article 3 - Advertising, marketing and publishing of services
A. At a cost to be determined by Agent and agreed to in writing in advance by ..., Agent will advertise, market and publish the services of ... in every way reasonably and commercially practicable.
Among other things, Agent will display in its offices booklets, circulars and other promotion, advertising or pubblicity material as supplied by ... to Agent.
Any such material of a permanent or valuable nature will remain the property of ... and ... may indicate such ownership in the material.
B. Agent will provide adequate and reasonable premises and sufficient and competent staff to perform the functions of this Agreement.
C. ... agrees that the Agent may use the trade name of ... or any ... logo, trademark, tradename, or service mark in connection with the Agent's services under the terms of this Agreement.
Agent agrees not to make any claim to any ... logo, trademark, tradename, or service mark.
Agent further expressly acknowledges that any ... logo, trademark, tradename or service mark remains the property of ... at all times.
D. Agent may represent itself on letterheads, advertising, telephone listings and classifications, office signs, and elsewhere as either ``Agent'', ``Authorized Agent'', or ``Booking Agent'' representing ... .
Article 4 - Communications, promotional and other expenses
A. Subject to the term of this Article, ... will pay for advertising materials issued by Agent in which reference is made to ... .
B. Such expense shall be proportional to the size of the reference to ..... in relation to the size of references to other airlines or destinations in such advertising materials.
C. All expenses for advertising materials shall be predetermined by Agent and are subject to ...'s a prior approval of such expenses in writing.
Article 5 - Compliance with laws, tariffs, regulations and instructions
A. Agent, its officers, employees and servants, will observe all government laws and regulations and all judicial orders applicable to the sale of air transportation or other acts under this Agreement.
B. All transportation sold under this Agreement by Agent, its officers, employees and servants will be sold in strict compliance with the fares, rules, regulations and conditions applicable to the sale of such transportation as published in ...'s tariffs, tickets, timetables, notices, instructions and elsewhere.
Agent, its officers, employees, and servants will not sell or issue transportation over the routes of ... at less than the applicable fare or charges authorized by ... .
C. All transportation sold under this Agreement by Agent, its officers, employees and servants will be sold in strict compliance with the requirements of this Agreement.
D. Nothing contained in this Agreement shall permit or require Agent or ... to take any action contrary to the law or contrary to any industry rule, resolution, regulation or agreement in which ... participates.
E. This Agreement is, and will be governed and interpreted, in accordance with the laws of Italy.
All disputes arising hereunder will be brought and maintained only in the judicial courts of Italy.
Article 6 - Reservations and passenger services
A. When requested by ..., Agent shall provide ... with a passenger's contact address or telephone number, if available, and will secure confirmation from ... that a definitive reservation has been made, before Agent issues to the customer a traffic document for any particular flight.
B. Agent will issue tickets only within established time limits, and traffic documents will be issued only in accordance with the reservation status of each flight involved, as advised by ...
Article 7 - Traffic documents
A. ... will furnish Agent with traffic documents for use in connection with this Agreement.
Such documents will remain the property of ... until duly issued and delivered by Agent to persons purchasing transportation from Agent.
B. Agent will provide an initial US $ ... bank guarantee, in a form acceptable to ..., for a supply of a maximum of ... ticket stock.
The number of tickets and amount of the bank guarantee will be subject to periodic review and, with the mutual agreement of both parties, revised accordingly.
C. Agent will be responsible for the safe custody and care of all traffic documents furnished by ... .
D. Traffic documents furnished by ... to Agent shall be completed, validated and issued by Agent only at Agent's office(s).
E. Agent will not in any manner vary or modify the terms and conditions set forth in ...'s traffic documents.
F. ... will be entitled at any reasonable time to audit all traffic documents furnished to Agent.
Article 8 - Remittances
A. Upon the validation by Agent of a traffic document on behalf of ..., irrespective of whether Agency collects the corresponding amount, Agent owes to ... the full amount payable for the trasportation or other service to which the traffic documents relate.
Agent will remit to ... such monies in accordance with ...'s instructions, which instructions may be amended from time to time.
B. Agent will promptly submit sales reports or no-sales reports at such time and in such manner as ... may require.
Article 9 - Refunds
A. Agent will make refunds only in accordance with the written instructions of ... and against the receipt of the person authorized to receive the refund in accordance with the tariffs, rules, regulations and instructions issued by ...
Article 10 - Compensation
A. ... shall pay Agent the compensation set forth in Exhibit A attached.
B. Any compensation paid by ... to Agent will constitute full compensation for the services rendered to ... under this Agreement.
C. No compensation will be payable to Agent or claimed or withheld by Agent unless the current fares applicable to the transportation are collected and paid for by the Agent to ... and unless all other terms of this Agreement have been fulfilled.
The ``fares applicable'' are the fares, including fare surcharges, for transportation in accordance with ...'s tariffs, but excluding any charges for excess weight or valuation of baggage as well as any taxes and other charges collected by Agent, except as authorized by ... in writing.
D. In the case of air passenger transportation that is refunded in whole or in part, no compensation shall be payable to Agent upon any sum so refunded, and Agent will reimburse ... for any compensation paid in respect of such sums.
Article 11 - Indemnification and hold harmless
A. Agent will indemnify, defend, and hold harmless ..., its directors, officers, employees and servants from liability for any loss, injury or damage arising from any negligent act or omission by Agent, its officers, employees, servants or sub-agents, and for any breach by Agent of this Agreement, except to the extent that such injury, loss or damage was contributed to or caused by ..., its officers, employees or servants.
B. ... will indemnify and hold harmless Agent, its directors, officers, employees, and servants from liability for any loss, injury or damage arising from any negligent act or omission by ..., its officers, employees or servants, except to the extent that such injury, loss or damage was contributed to or caused by Agent, its officers, employees, servants or sub-agents.
Article 12 - General provisions
A. If any provision of this Agreement is held invalid, such holding shall not invalidate the other provisions, and the remaining provisions of this Agreement will remain binding and in full force and effect between the parties.
B. This Agreement constitutes the full agreement of the parties and supersedes all prior communications and agreements between the parties applicable to the sale of passenger air transportation.
C. All notices required hereunder to be given by either party shall be deemed to be properly given if hand delivered, postage prepaid mailed, or telefaxed (see Exhibit B for list of contacts).
Notices pursuant to this Agreement to be served by Agent shall be sent to ...
Airways, ... or as otherwise designated in written notice by ... .
Notices pursuant to this Agreement to be served by ... shall be sent to the Agent at Agent's address first written above.
D. Any amendment to this Agreement must be in writting, and may be executed only by duly authorized representatives of ... and Agent.
E. The captions used in this Agreement are for convenience only, and confer no rights or obligations on either party.
IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives.
... LIMITED	...
Box ..., ..., ...	...
Milano - Via ... - Italy
SIGNATURES AND TITLES: .................................
EXHIBIT A
COMPENSATION TO AGENT
Pursuant to Article 10(A) of the Agreement, ... will pay to Agent the following compensation:
1. ... percent (...%) of all ... online revenue derived from sales within the Territory in Italy.
The revenue amount will be determined by ... with input from Agent.
2. ... percent (...%) override on all ... sales ticketed by Agent on ...'s traffic documents.
3. ... percent (...%) commission on all ... sales ticketed by Agent on ...'s traffic documents.
4. The monthly ... dollar (US $ ...) retainer fee is already incorporated in the D.O.T. fee payment of ...
Lire per month.
APOSTILLE
(Convention de La Haye du 5 octobre 1961)
1.Country: United States of America
This public document
2.has been
signed by ...
3. acting in the capacity of Notary Public, State of ...
4. bears the seal/stamp of ...
Notary Public, State of ...
CERTIFIED
5. at ..., ...		6. the ...
Day of ..., 19...
7. by Deputy Secretary of State, State of ...
8. No. ...
9. Seal/Stamp	10.
Signature:
State of ...) ss
County of ...)
STATE OF...
On this ...th day of ..., in the year 19..., before me, ..., Notary Public for the State of ..., speaking also Italian, personnally appeared ... and ... in ..., personally known to me to be the persons whose names are subscribed to this instrument, and acknowledged to me that they executed it.
Given under my hand and Notarial Seal this ...th day of ...
19... Notary Public
.................... LTD.
MINUTES OF A MEETING OF THE DIRECTORS
held at the Registered Office on .../.../19...
NOTICE: Notice to this meeting was waived by all persons entitled thereto.
PRESENT:...
A quorum being present, ... was elected Chairman of the Meeting and ... acted as Secretary and kept the minutes thereof.
The Chairman then informed that he demeed it convenient for the business of the Company to open a representative office in ..., Italy.
Whereupon, on motion duly made and supported, the following resolutions were unanimously adopted:
RESOLVED: To open a representative office of the Company in ..., Italy.
RESOLVED:To grant special power of attorney in favour of Mrs. ... with the following powers and authorities:
1. To manage the Company's business and affairs in Italy through the said office.
2. To represent the company before any Italian administrative authority at any stage and degree, including the power to file applications, to require authorizations and licenses, to appeal against the decision of the administrative authorities.
3. To enter into agreements with telephone, telex, water and electric power companies, etc., to ensure the related supplies to the office.
4. To purchase, sell, exchange and lease vehicles.
5. To enter into and terminate insurance and lease agreements with respect to the office.
6. To open, operate and close banking accounts in Italy, excluding overdraft facilities, as well as to receive payments and money on behalf of the Company's representative office issuing the related receipts.
7. To hire and dismiss employees and workers for the maintenance of said office.
8. To file tax returns, including but not limited to those related to IRPEG, IVA, INVIM, ICI, etc., as well as applications for the refund of taxes with the Italian fiscal authorities and to represent the company before any fiscal authorities and Administrative Court for any act and appeal.
9. To appoint lawyers, consultants and attorneys for the defense of the corporate interests and rights.
There being no further business to be transacted at this meetings it was declared closed, and in witness thereof these Minutes have been issued on the date and place first above written.
..., Chairman	..., Secretary
Seen for the legalisation of the above
signatures of Mrs ... and Mrs ... .
..., the .../.../19...
APPOINTMENT OF EXECUTORS
..., the ... day of ...
Nineteen hundred and ... .
This is the Settlement of the late Mrs ... or ... referred to by me in my Deposition of even date herewith to the Inventory of her Estate.
I, MRS ... or ..., wife of and residing with Doctor ... at ... for the settlement of my affairs and of the succession to my means and estate in the event of my death
DO HERESY ASSIGN and DISPONE, CONVEY and MAKE OVER
to and in favour of ...., Solicitor of ..., ... and my said husband and such other person or persons as I may hereafter nominate or appoint or who may be assumed into the trust hereby created and the survivors and survivor of them and the executors of the last survivor (all of whom are hereinafter together referred to as ``my Executors'' with the majority acting and resident within the United Kingdow for the time being a quorum) as my Executors for the purposes aftermentioned ALL and SUNDRY the whole means and estate of every kind and description and wheresoever situate which shall belong to me or over which I shall have power of appointment or disposal (all which means and estate being hereinafter referred to as ``my Estate'') at the time of my death;
And I nominate and appoint
my Executors to be tutors and curators and tutor and curator to any pupil or minor beneficiary taking benefit in my Estate but that only to the extent of the benefit conferred: But these presents are granted in trust always for the following purposes, videlicet: IN THE FIRST PLACE for payment of all my just and lawful debts, deathbed and funeral expenses and the espenses of executing the trust hereby created: IN THE SECOND PLACE for payment, delivery or fulfilment of any legacies, bequests, instructions or directions which I may leave or grant by any future writing however informal the same may be provided it shall in the opinion of my Executors be clearly expressive of my wishes and intentions and that unless otherwise directed by me in writing free of all expenses and government duty but without interest: IN THE THIRD PLACE I direct my Executors to pay, convey and make over the entire residue of my Estate to my said husband in the event of him surviving me by thirty days complete and in the event of him not so surviving I direct my Executors to pay, convey and make over said residue in equal shares if more than one to such of my children (... and ..., both residing at ... aforesaid) an survive me by thirty days complete together with the issue of any
of them who fails so to survive, such issue taking in equal shares if more than one per stirpes the share original and accresced which his, her or their parent or
remoter ancestor would have taken on survivance: AND I HEREBY PROVIDE AND DECLARE (One) that any person called by me to take benefit in my Estate upon surviving me by thirty days complete and failing so to survive shall be deemed to have predeceased me, (Two) that any person called by me to take benefit in my Estate shall be entitled to disclaim or renounce such benefit whether in whole or in any part or parts and in the event of each exercise of this entitlement the succession to such benefit as may be so disclaimed or renounced shall devolve as if such disclaiming or renouncing beneficiary had predeceased me, (Three) that my Executors shall have power to advance or pay or apply as regards both capital and income and whether in whole or in part the share of any beneficiary who is incapax or who has not attained the age of majority for his or her behoof, whether as regards his or her maintenance, education or otherwise for his or her benefit and that in such manner or way and in the case of capital upon such terms and conditions as my Executors may think proper (provided always that it shall not be competent for my Executors to postpone the vesting of any payment or advance made in terms of this power) and in so far as not so applied the said income shall be added to, accumulated with and form part of the share of the Estate from which it was derived, (Four) that my Executors shall have power to apply or make over in whole or in part any share or my Estate or the income thereof falling to any pupil, minor or incapax beneficiary to his or her legal guardian for the time being, or, in the discretion of my Executors to any person or persons de facto acting, or willing to act as such whether legally holding or entitled to that office or not for behoof of such beneficiary, the receipt of such guardian or other person or persons as aforesaid being a sufficient discharge to my Executors, (Five) that my Executors shall have power if in their sole and absolute discretion they think it fit to pay and satisfy in whole or in part any share of my Estate by transferring or setting aside as the case may require any of the investments or other assets of my Estate or any part thereof and that at such value or values as my Executors in their sole and absolute discretion may fix and determine, (Six) that my Executors notwithstanding that they or any of them may be called to benefit in my Estate shall be entitled to exercise all the powers and immunities competent to gratuitos trustees at common law and under statute, including power to resign office if not acting alone and shall have the fullest powers of and with regard to the realisation, investment, administration and management of my Estate as if they were
the absolute beneficial owners thereof including whithout prejudice to the genera-lity (a) to postpone the realisation of my Estate or any part thereof as it may stand at the time of my death or to continue the investments or any of them in which they may find the trust funds at the time of my death, (b) to borrow money on the security of the Estate or any part thereof and also to sell the same in such lots and at such prices and with such warrandice as they may think proper, (c) power to invest the trust funds when requiring investment in the purchase or upon the security of heritable property or in the purchase or upon the security of the stocks, shares, unit trust units, debentures, debenture stocks, bonds and deposit receipts of any country or municipal corporation or local or harbour authority or of any building society or of any company incorporated with limited liability at home or abroad as my Executors in their sole and absolute discretion may think proper and (d) that their actings, omissions and intromissions even if loss is caused thereby shall not be liable to be called in question on any ground whatever except fraud alone and then each for his own actual personal intromissions only, (Seven) that any of my Executors being a beneficiary in my Estate may as if not holding such office purchase any property heritable or moveable forming part thereof, (Eight) that my Executors shall have power to determine what is capital and what is income and unless they otherwise determine all rents, dividends or other periodical payments in the nature of income received by them shall be treated as accruing at the date of payment and the sale proceeds of any property heritable or moveable shall be treated as capital and that notwithstanding the provisions of any statute dealing with apportionments, and (Nine) that my Executors shall have power to appoint any of their own number or any other person or persons to be factor or solicitor or factors or solicitors in the winding up of my affairs and the administration of my Estate and to allow such person or persons the usual professional remuneration for services rendered: And I revoke all testamentary writings made by me at any time heretofore and instruct my law agents with effect from the date hereof to destroy any such writings in their possession.
SIGNED by the said MRS ... ... or ...at ... on the... day of ...Nineteen hundred and ...... in the presence of:
Witness ...
Address ...
Occupation ...
Witness ...
Address ...
Occupation ...
WILL OF ...
Dated ..., 19...
Admitted to Probate, A.D.
Recorded on Page ...
Vol.
PROBATE RECORD.
By ...
Judge.
Attorney at law
LAST WILL AND TESTAMENT
I ... of the Town of ..., in the County of ... in the State of ..., being of lawful age, of sound and disposing mind, memory and judgement, do hereby make, publish and declare this to be my last WILL AND TESTAMENT, hereby revoking all previous wills and codicils by me made.
1. It is my Will that all my just debts and funeral expenses be fully paid and that my Executrix hereinafter named provide at the expense of my Estate.
2. I give, devise and bequeath all my property, real, personal and mixed, whatsoever and wheresoever located to my wife, ... a.k.a. ..., absolutely.
I Appoint ... a.k.a. ... of the Town of ..., County of ... and State of ..., executrix of this my Last Will and Testament without bond.
In Witness Whereof, I have hereunto set my hand and seal at said ..., on the ... day of ..., A. D., One Thousand Nine Hundred and ...
Signed, sealed, published and declared by the said ... as and for his Last Will and Testament, in presence of us, who at his request, in his presence, and in the presence of each other have hereunto subscribed our names as witnesses, on the ... day of ..., A.D., 19...
Witnesses	................	...................
State of ...	SS. ..., ..., A. D. 19...
County of ...
We the within named ... and ...
being duly sworn, depose and say: That we severally attested the within and foregoing Will of the within named testator and subscribed the same in his presence and at his request and in the presence of each other; that the said testator signed, published and declared the said instrument as and for his last Will and Testament in our presence on the ... day of ..., A.D. 19...; and at the time of execution of said will, said testator was more than eighteen years of age and of sound mind, memory and judgment and under no improper influence or restraint to the best of our knowledge and belief, and we make this affidavit at the request of said testator.
State of ...			SS. ..., ..., A.D. 19...
County of ...
Then personally appeared before me ... duly qualified to administer oaths
......................	and	.......................
and subscribed and made oath to the truth of the foregoing affidavit.
Commissioner of Superior Court
AFFIDAVIT
IN RE THE ESTATE OF:.............STATE OF ...:
COUNTY OF UNION:
Mrs ..., of full age, being duly sworn according to law upon her oath, deposes and says:
1. I am the widow of ..., who died on ..., 19..., and was his wife when he died.
2. At the time of my late husband's death, he was survived by me and two children namely our son ... and our daughter ... .
3. He left a Last Will and Testament which was duly probated in the Surrogate's Court of ...
County, ..., and I was appointed as Executrix of his Estate.
Sworn ans subscribed to
before me this ... day
of ..., 19... .
MY COMMISSION EXPIRES: .../.../19...
LONDON ...TELEPHONE: ...FACSIMILE: ...TELEX: ....../LONDON CITY ...
TO ALL TO WHOM these presents shall come, I ... of the City of London Notary Public by Royal Authority duly admitted and sworn DO HEREBY CERTIFY that ... whose signature and seal appear on the document hereunto annexed is a Notary Public and that the signature subscribed against the said seal is of the own true and proper handwriting of the said ...
IN FAITH AND TESTIMONY whereof I the said Notary have subscribed my name and set and affixed my seal of office at London aforesaid this ... day of ... one thousand nine hundred and ... .
..., INC.
(a ... corporation)
CONSENT OF SOLE SHAREHOLDER TO ACTIONS TAKEN WITHOUT A MEETING
The undersigned ... ..., constituting the sole shareholder of the Corporation, does hereby ratify and consent to the following action, in lieu of a meeting of shareholders and hereby waives any notices required by law or the provisions of the Bylaws of the Corporation.
APPROVAL OF DISSOLUTION
RESOLVED, that the Directors of the Corporation shall proceed with the voluntary dissolution under the laws of the state of ... and settle all claims against and liabilities of the Corporation, and all other assets shall be distributed to the sole holder of the Corporation's common shares.
DATED this ... day of ..., 19...
..., Inc.
..., INC.
(a ... corporation)
CONSENT OF DIRECTORS
TO ACTIONS TAKEN WITHOUT A MEETING
The undersigned, constituting all of the members of the Board of Directors of ..., Inc., a ...
Corporation (the ``Corporation''), do hereby ratify and consent to the following action by the Board of Directors of the Corporation, in lieu of a formal meeting of the Board of Directors, and hereby waive any notices required by law or the Bylaws of the Corporation.
RESOLVED, that the Officers of the Corporation shall proceed with the voluntary dissolution under the laws of the state of ..... and are hereby authorized to file the short form Certificate of Dissolution, attached hereto as Exhibit A, and settle all claims against and liabilities of the Corporation, and all other assets shall be distributed to the sole holder of the Corporation's common shares.
DATED this ... day of ..., 19...
SECRETARY'S CERTIFICATE....
INC.
I, the undersigned, ..., Assistant Secretary of ..., Inc., a ... corporation (the ``Company''), do hereby certify that I am authorized to execute and deliver this certificate on behalf of the Corporation,
I FURTHER CERTIFY, that attached hereto are true copies of the Dissolution of Corporation of ..., Inc., a former wholly owned subsidiary of the Company, which has been dissolved.
I FURTHER CERTIFY, that attached hereto are true copies of the Articles of Amendment and a copy of a Certificate of Existence/Authorization for the name change of ... to ..., and the Company's Articles have not been been further modified, amended or rescinded through the date of this certification.
IN WITNESS WHEREOF, I have set my hand and affixed the seal of the Corporation, this ... day of ..., 19...
[SEAL]			Assistant Secretary
State of ...
County of ...
Signed and attested before me this ... day of ..., 19...Notary Public in and for the State of..., residing at ...
My Commission Expires ...STATE OF ....../.../19...
SECRETARY OF STATE
ARTICLES OF AMENDMENT OF
..., INC.
Pursuant to RCW 23B.10.060 of the ...
Business Corporation Act, the undersigned corporation hereby submits the following amendment to the corporation's Restated Articles of Incorporation:
1. The name of the corporation is ..., INC.
2. Article 1 of the Restated Articles of Incorporation is amended to read as follows:
``ARTICLE 1.	NAME
The name of the corporation is ..., INC.''
3. The date of the adoption of the amendment by the directors and sole shareholder of the corporation was .../.../19..., pursuant to RCW 23B.10.030. and RCW 23B.10.040.
4. All shares of the corporation outstanding and entitled to vote on the amendment were voted in favor of the amendment.
5. The amendment does not provide for the exchange, reclassification or cancellation of issued shares.
The amendment to the corporation's Restated Articles of Incorporation shall become effective on the date and time these Articles of Amendment are filed with the Secretary of State of the State of ...
DATED this ... day of ..., 19... .
..., INC.
By: .......................................................Its Vice President and Secretary
CERTIFICATE OF INCORPORATION OF A PRIVATE LIMITED COMPANY
Company No. ...
The Registrar of Companies for ... and ... hereby certifies that ...
LIMITED is this day incorporated under the Companies Act 1985 as a private company and that the company is limited.
Given at Companies House, ..., the ...
For the Registrar of Companies
DISSOLUTION OF MARRIAGE
In the ...
County Court
No. of Matter ...
Between ...
Petitioner
and ...
Respondent
Referring to the decree made in this cause on the ... day of ...
19... whereby it was decreed that the marriage solemnised on the ... day of ...
19... in The City of ..., Province of ...
between ... (now known as ...) the Petitioner
and ... the Respondent
be dissolved unless sufficient cause be shown to the Court within six weeks from the making thereof why the said decree should not be made absolute, and no such cause having been shown, it is hereby certified that the said decree was on the ... day of ...
19... made final and absolute and that the said marriage was thereby dissolved.
Dated ...
Note:Divorce affects inheritance under a will.
Where a will has already been made by either party to the marriage then, by virtue of Section 18A of the Wills Act 1837, from the date on which the decree was made absolute:
(a) any appointment of the former spouse as executor or trustee is treated as if omitted and;
(b) any gift in the will to the former spouses lapses;
unless a contrary intention appears in the will.
Address all communication to the Chief Clerk AND QUOTE THE ABOVE CASE NUMBER
The Court Office at ..., ... is open from 10 am till 4 pm on Mondays to Fridays only Certificate making Decree Nisi Absolute (Divorce)
FAMILY PROCEEDING RULES 1991
PERIODICAL PAYMENT OF WIFE AND CHILDREN
Order for periodical payment of Wife and Child(ren).
MATRIMONIAL
CAUSES RULES In the ... and ...
County Court.
Rules 68, 69, 70, 71, 72, 73, 74, 75, 76, 77, 78, 79.
No. of matter ...
Between ................................
Petitioner
and .......................................
Respondent
BY CONSENT
IT IS ORDERED that the above named Petitioner do pay or cause to be paid to the above named Respondent as from the ... day of ...
19..., maintenance pending suit and thereafter periodical payments for herself during their joint lives until such date as she remarry or further order at the rate of ... per month payable monthly
and as from the ... day of ...
19... periodical payments direct to the child ... until he shall finish full time education or further order at the rate of ý ... per month payable monthly.
IT IS FURTHER ORDERED that the Petitioner do pay the costs of the Respondent incurred in and incidental to the divorce proceedings and in ancillary matters.
Dated ............................
Registrars ............................
Address all communications for the Court to: The Registrar, County Court
The Court Office at 11 ..., ...,
is open from 10 a.m. till 4 p.m. on Mondays to Fridays only.
Form No.
D 48
STATUTORY DECLARATION OF CHANGE OF SURNAME
I ...
Teacher of ...
Avenue, ... in the County of ... do solemnly and sincerely declare that: --
1. I absolutely and entirely renounce relinquish and abandon the use of my said former surname of ... and assume adopt and determine to take and use from the date hereof the surname of ... in substitution for my former surname of ... .
2. I shall at all times hereafter in all records deeds documents and other writings and in all actions and proceedings as well as in all dealings and transactions and on all occasions whatsoever use and subscribe the said name of ... as my surname in substitution for my former surname of ... so relinquished as aforesaid to the intent I may hereafter be called known or distinguished not by the former surname of ... but by the surname of ... only.
3. I authorise and require all persons at all times to designate describe and address me by the adopted surname of ... .
AND I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act 1935
DECLARED by the above mentioned
in the County of ...this ...day of ...........One thousand nine hundred and ...	Signature
BEFORE ME ...........................
JUSTICE OF THE PEACE FOR THE COUNTY OF ...
General Secretary Citizens Advice Bureau
... UNIVERSITY
MONTREAL
TO ALL TO WHOM THESE PRESENTS MAY COME, GREETING:
WE, THE GOVERNORS, PRINCIPAL, AND FELLOWS
of ... university testify that
having diligently completed the required course of study and performed the prescribed exercises has been admitted to the degree of
MASTER OF BUSINESS ADMINISTRATION
with all the honours, privileges, and prerogatives pertaining to that degree.
In witness whereof we have affixed our signatures and have caused the seal of the university to be attached hereto.
Given in convocation this ... day of ... in the year 19...
registrarof board of governorprincipaldean of the faculty
DEGREE
THE UNIVERSITY OF THE STATE OF ...
EDUCATION DEPARTMENT
BE IT KNOWN THAT
Mr................
Having given satisfactory evidence of the completion of professional
and other requirements prescribed by law is qualified to practice as a
CERTIFIED PUBLIC ACCOUNTANT
in the state of ...
in witness whereof the education department grants this license
under its seal at ..., ...
this ... day of ..., 19... .
PRESIDENT OF THE UNIVERSITY
AND COMMISSIONER OF EDUCATION
LICENSE NUMBER