yr Lease 1. Name This Commercial Lease Agreement (Lease) is entered into on this 10" day . of May, 2006, by and between . ear (lesier)ena «= Date conclusion . save (Lessee). RECITALS Lessor is the owner of land located at... Lessor makes available for lease a portion of the Building designated as Section C (Leased Premises). Lessor desires to lease the Leased Premises to Lessee, and Lessee desires to lease the Leased Premises from Lessor for the term, at the rental and upon the provisions set forth herein. THEREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration, it is agreed: Term ‘The Term of the Lease shall begin on the 3 day of July, 2006, and end on the 2" day of July, 2011. Lessee shalll pay to Lessor during the Term rent of 96,000 dollars (USD) per year, payable in instalments of 8,000 dollars (USD) per month. Each instalment payment shall be due in advance on the first day of each cal- endar month curing the lease term to Lessor at the following address: Lessee shall also pay to Lessor a “Security Deposit” in the amount of 16,000 dollars (USD). Sublease and Assignment +t forth above, Lessee shall not sublease all or any part of the Leased Premises, or assign this Lease in whole or in part without Lessor’s consent, such consent not to be unreasonably withheld or delayed. Except as Repairs During the Lease term, Lessee shall make, at Lessee’s expense, all nec- essary repairs to the Leased Premises in the event of damage through normal occupancy. Alterations and Improvements Lessee, at Lessee’s expense, shall have the tight, upon obtaining Lessor’s consent make improvements to all or any part of the Leased Premises 3. Preliminary provisions a) Recitials b) Subject matter ©) Intention to enter intro the agreement 4.Term 5. Payment 6, Rights and duties of the parties Corporate Contracts 219Unit 8 220 from time to time as Lessee may deem desirable, provided the same are made in a workmanlike manner and utilising good quality materials, Utilities Lessee shall pay all charges for water, sewer, gas, electricity, telephone and other services and utilities used by Lessee on the Leased Premises during the term of this Lease. Lessee shalll pay such all such utility charges prior to the due date. Parking During the term of this Lease, Lessee shall have the non-exclusive use of the non-reserved common automobile parking areas, driveways, and footways, subject to rules and regulations for the use thereof as prescribed from time to time by Lessor. Building Rules Lessee will comply with the rules of the Building adopted by Lessor; all changes to such rules will be sent by Lessor to Lessee in writing, The initial rules for the Building are attached hereto as Exhibit “A” and incorporated herein for all purposes. Performance If there is a default with respect to any of Lessor’s covenants, warranties or representations under this Lease, and if the default continues more than fifteen (15) days after notice in writing from Lessee to Lessor specifying the default, Lessee may, at its option and without affecting any other remedy hereunder, cure such default and deduct the cost thereof from the next, accruing instalment or instalments of rent payable hereunder. Property Taxes Lessor shall pay all general real estate taxes and instalments of special sessments coming due during the Lease term on the Leased Premises, andall personal property taxes with respect to Lessor’s personal property, if any, on the Leased Premises. Insurance Lessor shall maintain fire and extended coverage insurance on the Building and the Leased Premises in such amount as Lessor shall deem appropriate. Entry Lessor shall have the right to enter upon the Leased Premises at reasonable hours to inspect the same, provicied Lessor shall not thereby unreasonably terfere with Lessee's business on the Leased Premises.we Default In the event of a default made by Lessee in the payment of the rent when. due to Lessor or a default made by Lessee in any of the other covenants s, Lessee shalll have fifteen (15) days after receipt of written ich default. [n the event that the Lessee shall fail to cure any default within the time allowed under this paragraph, Lessor may declare the term of this Lease ended and terminated by giving Lessee written notice of such intention. or condition notice thereof to cure s Security Deposit Lessor shall hold the Security Deposit without liability for interest and as security for the performance by Lessee of Lessee’s covenants and obliga- tions under this Lease. If Lessee is not in default at the termination of this Lease, Lessor shall return the balance of the Security Deposit remaining after any such application to Lessee. Notice Any notice required or permitted under this Lease shall be deemed suffi- ciently given or served if sent by United States certified mail, return receipt requested, addressed as follows: Lessor: XXX Lessee: YYY In the event of a change of the address for correspondence, the party af- fected by this change shall notify the other party of this fact in writing. Waiver One or more waivers of a remedy by Lessor or Lessee shall not be construed asa waiver ofa subsequent breach of the same covenant, term or condition, Headings The descriptive headings of this Agreement are for convenience only and will not control or affect the meaning or construction of any provision of this Agreement. Governing Law This Agreement will be governed by and construed in accordance with the internal laws of the state of New York, without regard to its conflicts of laws principles. Compliance with Law Lessee and Lessor each shall comply with all laws, orders, ordinances and other public requirements now or hereafter affecting the Leased Premises. 7. Miscellaneous a) address for correspondence b) waiver 0) descriptive headings 4) governinig law and compliance with law Corporate Contracts 221Unit & 222 | | | | | ‘Amendment and Modification No term or provision of this Agreement may be amended, waived, released, discharged or modified in any respect except in a writing signed by respec- tive authorised representatives of the Parties to this Agreement or else shall De null and void, Severability Inthe event that any provision of this Agreement becomes unenforceable or invalid under any applicable law or court decision, such provision shall be changed and interpreted so as to best accomplish the objectives of such pro- vision within the bounds of applicable law or court decisions. Limited Acceptance ‘Acceptance of the terms and conditions of this Agreement is expressly limited toas stated herein. Any additional or different terms and conditions proposed by either party are objected to and rejected. Any terms inconsistent with or additional to the terms set forth in this Agreement will not be binding on either party unless specifically, expressly incorporated into this Agreement. Final Agreement This Agreement terminates and supersedes all prior understandings or agree- ments on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both partie Counterparts ‘This Agreement is executed in two (2) counterparts in the English language, each of which will be deemed to be an original instrument and all of which together will constitute one and the same agreement. IN WITNESS WHEREOF, the parties have executed this Lease as of the day and year first above written. ~ ©) changes £) savings clause g) explict terms h) entire agreement i) identical copies j) signaturesPractice 9 Decide whether the following statements are true or false: The agreement was concluded for a limited period of time. The subject of the agreement is the lease of commercial premises. The rent must be paid yearly. Lessee has the right to improve the Leased Premises as he deems proper. Lessee has the right to use a parking area designated for him. Utilities are not in ded in the rent. Lessor will pay all the relevant property taxes and insurance, |. Lessor may enter the Leased Premises at any time convenient for him. woleo|wfos}un]a]w|ro]— . Lessor will return the deposit to Lessee upon termination of the agreement unless Lessee is in default. olojolo}o)olojo}o}-) gio)o/o/o0/0)0)0)0) >) 6 . Either party is entitled to terminate this agreement immediately. o Oo Practice 10 -cswer the following questions: x in When does the agreement begin and end? 2. What is the subject of this agreement? . What is the value of this agreement? . How will the price be paid? What are the rights of the parties? What are the duties of the parties? . ls the security deposit returnable? Gropp When are notices deemed sufficiently delivered? . What are the parties required to do if they change their address for correspondence? What remedies do the parties have in the event of a default by the other party? Do the descriptive headings affect the interpretation of the content of the agreement? Which law govems this agreement? How may the parties change this contract? Does the entire agreement become ineffective if a part of it becomes invalid or unenforceable? Who may modify this agreement? Corporate Contracts 223Unit & 224 Practice II Below you will find some of the expressions used in the text above (in bold). Match them with the synonyms that best reflect their meaning applied in the text: |. and for other good and valuable consideration a. properly made be due in advance o no interest will be due construction which changed the address cure such default give back the remainder duly executed interpretation in a workmanlike manner must be paid earlier payable in instalments disturb without reason return the balance zm |>|o jalo in exchange for something of comparable value wfe|nialalalw ir such consent not to be unreasonably withheld or delayed professionally 10. the party affected by this change j._paid in parts 1. unreasonably interfere . remove the effects of the default 12. without liability for interest ._ give consent as soon as practicable Practice 12 1. Match the titles (1-10) with the wording of clauses (A). 2. Find tautological expressions. 3. Explain the terms in bold in plain English. Clause name Wording |. Time of Performance A)All disputes, controversies, or claims arising out of or relating to this contract shall be submitted binding arbitration in accordance with the applicable rules of the American Arbitration Association then in effect. 2. Indemnification B) The parties agree that any action in relation to an alleged breach of this Agreement shall be commenced within one year of the date of the breach, without regard to the date the breach is discovered. Any action not brought within that one year time period shall be barred, without regard to any other limitations period set forth by law or statute.3. Entire Agreement C) This Agreement and the exhibits attached hereto contain ‘the entire agreement of the parties with respect to the subject matter of this Agreement, and supersede all prior negotiations, agreements and understandings with respect thereto. This Agreement may only be amended by a written document duly executed by all parties. 4. Choice of Law and Forum Clause D) The subcontractor agrees to indemnify and hold harmless the contractor against loss or threatened loss or expense by reason of the liability or potential liability of the contractor for or arising out of any claims for damages. 5. Arbitration Clause | Califomia, E) This agreement shall be interpreted under the laws of the State of California. Any litigation under this agreement shall be resolved in the trial courts of Los Angeles County, State of 6, Statute of Limitations Clause | F) In the event of litigation relating to the subject matter of this Agreement, the non-prevailing party shall reimburse the prevailing party for all reasonable attorney fees and costs resulting therefrom. 7. Severability Clause G) Time is of the essence for the completion of the work de- scribed in this contract. It is anticipated by the parties that all work described herein will be completed within two (2) weeks of the date of execution, and that any delay in the completion of the work described herein shall constitute a material breach of this contract. 8. Liquidated Damages Clause H) In the event that any provision of this Agreement is held unenforceable, then such provision shall be amended to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect. 9. Attorney Fees Clause 1) Should the Lessee terminate this Lease due to no fault of the Lessor, the Lessee shall pay liquidated damages in the amount cof USD 100.00 per day for the remainder or unexpired portion ofthe term of the lease term, not to exceed USD 40,000. 10. Non-Waiver J) The failure by one party to require performance of any provi- sion shall not affect that party’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Contract constitute a waiver of any subsequent breach or default or a waiver of the provision itself. Corporate Contracts 225Unit 8 226 Practice 13 Breached representations and warranties’ are the most common cause of litigation in acquisitions. Cons parties should be very careful in determining their scope. Below you will find some of the typical represe and warranties which an acquirer will normally request a company it intends to acquire to make io = agreement with respect to shares and company itself’ Complete the wording of the representatior warranties with the wordslexpressions given in the box: oo |. transfer 2. grounds |3. ttle 4. corporate |5. threatened 6. issued 8. encumbrances |9. duly | 10. agreements ||. petition |12. composed } 13. atiributable | 14. subse od Representations and Warranties SHARES AND COMPANY 1. The Company is (a) . i by engried and validly existing under the laws of counts of incorporation and has ful (B) save 1. power and all necessary licences, permats and concessions required by applicable law to 5(0) . its business. 2. The Company is not insolvent and is not subject to any insolvency (bankruptcy), reorganisation composition proceedings, and no insolvency (d) -ooew against the Company has been filed. 3. There are no administrative, regulatory or legal proceedings currently pending or (e) « in connection with licenses or permits currently held by the Company. 4, The Company is not (and has never been) a party to any (0)... ments with any third which would breach in any manner the principles set orth inthe Compellll Act. 5. Management Board and Supervisory Board of the Company are and has always been valiiy (@).. .. and all such members have been validly appointed. Managem== Board has always “Obtained consents of the Company's Bodies or third parties for performing actions if such consent was required under applicable law provisions or agreements concluded the Company. 6. Allthe Shares are fully paid for and owned by the Sellers in the numbers specified in the Agreemes=. free and clear of any (fh) se. ...and third-party claims, and no arrangements between the Seller’s and/or third parties that might give rise to any third party claims inv i ... of the Shares to the Acquirer. ” Representations and warranties are formal promises given under a contract that confirm that certain f= are true. Such facts are usually difficult to be verified and so the other party enters into a contract relying am the first party’s representations and warranties7. Upon the transfer of the Shares, the Acquirer will receive good and valid () tothe Shares (unless any event occurs that is (k) .ctssssesssssssseesienseee tO the Acquirer). 8. Shares represent |00% of votes at the Shareholders’ Meeting of the Company and of the share capital No claims whatsoever have been filed by any third party with respect to the Shares and, there are 110 ()) cssstsstanteintinennnne for such claims ID: The Compariy his not (ra) right to (n) .... Re ... any other securities or rights granting any party or otherwise acquire or receive any Shares in the share capital. Practice 14 Complete the following text with correct prepositions: SPA® — Representations and Warranties Seller warrants and represents that: |) itis a shareholder (a) the Company; 2) the Company's share capital amounts (b) -ansssean PLN [__Jand is fully paid (€) ...ccsccsenenns and divides (d) ..........[___]J ordinary inscribed shares, (e) the nominal value of |_} each, 3) itis the sole holder (f) «san. the Shares, 4) the Shares are free (g) vcs any legal defects, and in particular none of the Shares is en- cumbered (h) ssscsssnttee any third-party right, including any pledge, lease, usufruct right, option right or any similar rights, 5) itis not bound in any form whatsoever (i) encumber even one Share (j) .. any third-party right, in particular it is not bound to create a pledge, lease, usufruct, option or any similar rights, 6) except the Company's Articles of Association and the Investment Agreement it is not a party (0) .. any agreements, understandings or the like, where the Company or its Shares are the subject matter thereof, or involving, directly or indirectly, the Share or Shares, including, but not limited to the Company's obligation to issue new shares, 7) no third-party claims (m)... the Shares have been raised, 8) the Company is properly formed and validly operates pursuant (n) ... .. the Polish law, is fully authorised and holds all necessary consents, permits and licenses ‘required (Q).. the Polish law to pursue its business; the Company follows the public law norms, and 2s of the day of formation has not materially breached any of such norms, 9) the conclusion of the Agreement and the acquisition of the Shares shall not be contradictory to or Inconsistent (P) s.sssessssseseee the law applicable (q) ......-:.:0:. the Seller or the Company, 10) there are no bankruptcy, arrangement or restructuring proceedings pending (r) ........+1++- the Company and there are no premises to institute thereof. * Share Purchase Agreement. Corporate Contracts 227Unit 8 228 Drafting Contractual Clauses Practice 14 Read the text below and (a) find more formal terms for the words and phrases underlined, (b) explain its content in plain English: 1, SECURITY INTEREST. The Debtor gives to the Secured Party a security interest in all inven- tory, equipment, appliances, = faishings and fixtures now or later placed upon the building known 5 wes - located at ooo. sceeccessesstesseny tesesrecsiestisseseeeseee coven (the “Building” or used in connection ith itand in which the Debror aw has 6 later gets any right and the Money from it. As an additional thing that will secure the debt, the Debtor assigns to the Secured Party a security interest in all of its right, title, and interest to any trademarks, trade names, contract rights, and leasehold interests in which the Debtor now has or hereafter acquires. The Security Interest shall secure the payment and performance of the Debtor's contract detailing the terms of a promise of the same date as the one of this document in the main amount of .. cere dollars (USD... ..)and the payment and performance of all other labilties and obligations of the Debtor to the Secured Party of every kind and description, direct or indirect, absolute or contingent, due or to become due now existing or later arising. 2. CONTRACTUAL PROMISES. The Debtor by this document assures that: (a) The collateral will be keptat eo... wsand that the collateral will not tbe farted rom the Premises other than for. nommal busines pi purposes. = (b) The Debtor's office is ........... and the Debtor will without delay infor the Smad Party in writing of any y change i inor decontius ance of the Debtor's place of business. (c) The parties intend that the collateral is and will at all times remain personal property despite the fact and irrespective of the manner in which itis attached to realty. (d) The Debtor will not sell, dispose, or otherwise transfer the collateral or any interest init without the earlier written consent of the Secured Party, and the Debtor shall keep the collateral free from unpaid charges (including rent), taxes, and liens. (e) The Debtor shall prepare alone or with the Secured Party any Financing Statement or other document or get any document, and pay the cost of filing the same in all public offices wherever fling is seen by the Secured Party to be necessary. (f) The Debtor must have insurance at all times with respect to all collateral against risks of fire, theft, and other such risks and in such amounts as the Secured Party may require. The policies shall be payable to both the Secured Party and the Debtor as their interests appear and shall provide for ten (10) days written warning that the contract is put to an end to the Secured Party. (g) The Debtor shall make all repairs, replacements, additions, and improvements necessary to maintain any equipment in good working order and con tion, At its option, the Secured Party may discharge taxes, liens, or other encumbrances at any time levied or placed on the collateral, may pay rent or insurance due on the collateral and may pay forthe maintenance and preservation of the collateral. The Debtor agrees to return to the Secured Party g on demand for any payment made, or any expense incurred by the Secured Party according to the | © ‘oregoing authorisation, S & 8 Sy | 88 Contract Structure | Name Employment Contract, Confidentiality Agreement, Sale Contract, etc. Date and THIS AGREEMENT is entered into this __ day of , 2006, in Warsaw place of entered into/concluded executed on this day in conclusion — Parties by and between X S.A., a Polish Corporation (“X”) and Z Enterprises, Inc. (’2"), a Delaware Corporation (each referred to individually as a Party” and collectively as the “Parties”) tity card number ABC 739399, hereinafter called/referred to as and Company Y, a Delaware corporation, with its registered office at hereinafter as RECITALS Whereas (it confirms the material facts relating to the parties and intention | of the parties to conclude the contract) WHEREAS, X is engaged in the manufacture and sale of natural juices; and WHEREAS, Z desires to become X’s exclusive reseller for natural juices in | Europe | NOW, THEREFORE, the Parties agree as follows: E Mx. X, residing in Warsaw, proving his identity with/holder of iden-Unit & 230 Subject Matter |X hereby appoints Z.as its reseller of X’s products identified in Exhibit A (‘Products’), in the territory identified in Exhibit B (“Territory”), Term This contract has been concluded for a period of time of five years begin- ning on 1 February 2007/for an indefinite period of time. This Agreement will be effective for an initial term beginning 1st January, 2001 (the “Effective Date"), through 1 January 2002 (the “Initial Term”), unless terminated in accordance with this Agreement. Warranties and Representations 2. Seller warrants and represents that: 1) itis a shareholder in the Company; 2) the Company’s share capital amounts to PLN [__] and is fully paid up and divides into [___] ordinary inscribed shares, with the nominal value of [__] each, 3) itis the sole holder of the Shares, 4) the Shares are free from any legal defects, and in particular none of the Shares is encumbered with any third-party right, including any pledge, lease, usufruct right, option right or any similar rights. Payment Principal shall pay Agent a fee of ..........% of the total payments received pursuant to the agreement(s) concluded between the Principal and an Introduced Party. Such compensation shall be paid within 14 calendar days following the receipt of the abovementioned payment by the Principal provided that the Agent delivers to the Principal an accurate VAT invoice no later than 14 (in words: fourteen) calendar days prior to the due payment day. The fee shall be paid by a wire transfer to the following bank account: . managed by ...... pay in a single payment / in instalments / prepayment Rights and Duties This clause may contain a number of rights and duties of the parties; the party under this clause undertakes to perform certain duties, desires to do something, is obliged to, or is entitled, has the right, is authorised, etc. Termination Either party may terminate this Agreement with at least three-month prior written notice. Either party may immediately terminate this Agreement based upon any material breach of this Agreement that is not cured within thirty (30) days of written notice thereof.Confidentiality The Parties hereto undertake not to reveal Confidential Information of the other party to third persons. | The Confidential Information is disclosed in confidence and in trust. Accordingly, no Party may disclose, publish, utilise, exploit or distribute Confidential Information of the other Party, or cause such Confidential Information to be exploited by or distributed to any third party, without prior written consent of the other Party. Each Party will take all reasonable precautions to prevent any unauthorised disclosure of the Confidential Information. Cosporate Contracts | Damages Liquidated Indemnification The injured party shall be entitled to compensation for any damage caused by a defaulting party amounting to... Each Party (““Indemnitor”) agrees to indemnify, defend and hold harmless the other Party (“Indemnified Party”) from and against any and all damages, liens, fines, penalties, liabilities, losses, costs and expenses (“Losses”) arising out of or relating to any third party causes of action, suits or claims, (collectively “Claims”) arising out of or relating to any act of the Indemnitor. Force Majeure If either party is delayed by an act or omission of the other party, or by strikes, lockouts, fire, unusual delay in transportation, Acts of God or other causes over which the party has no control (“Force Majeure”) then the obligations under this Agreement will be placed on hold for such reasonable time as the parties will decide, provided, however, that the party affected by the Force Majeure will use best efforts to eliminate the Force Majeure as quickly as possible. 231 Notices Parties specify the following addresses for correspondence: ... In the event of a change of the address for correspondence, the party affected by this change shall notify the other party of this fact in writing, i i I Entire Agreement This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. Severability In the event that any provision of this Agreement becomes unenforceable be changed and interpreted so as to best accomplish the objectives of such provision within the bounds of applicable law or court decisions. or invalid under any applicable law or court decision, such provision shall | | Headings Amendments ‘Any changes, amendments, or modification hereto must be made in writing or else shall be null and void. The descriptive headings of this Agreement are for convenience only ‘and will not control or affect the meaning or construction of any provision of this Agreement.Unit & 232 Governing Law This Agreement shall be governed by and construed in accordance with the Polish law,/ In issues not governed by this agreement, provisions of Polish law shall apply. Dispute In the event of disputes arising from this Agreement that the Parties do | [Resolution not resolve amicably within the period of time of 30 (thirty) days since they arise, the litigant issue will be subject to the resolution of the Court of Arbitration in Warsaw. Counterparts This Agreement is executed in two (2) counterparts in the English language, each of which will be deemed to be an original instrument and all of which together will constitute one and the same agreement. Practice 16 Seller — is the sole owner ~ condition of the real estate: perfect rite a simple preliminary real estate sale contract. These are the conditions of the seller and buyer: Buyer — accepts the conditions ~ is familiar with the condition of the ~ real estate: a two-room apartment, property Kitchen, balcony, 2 floor, wood floors; — agrees to pay the price in two pay- total space 70 m, built in May 2005 ments ~ 20% of the price on the date ~ price EUR 180,000 of conclusion of the preliminary sale ~ free from any encumbrances and third parties rights contract, 80% within 7 calendar days from the date of conclusion of the final ~ available now contract ~ if the buyer delays payment — contrac- — payment to the seller’s bank account tual interest or immediate termination — conclusion of the final contract: 25 March 2007