exhibit1053lpagf120414.htm - Generated by SEC Publisher for SEC Filing







 





LAND PURCHASE AND SALE AGREEMENT 


This Purchase and Sale
Agreement ("Agreement") is entered into by and between Green Forest Management Consulting Inc. ("Seller") and Yu, Chien-Yang ("Buyer")
concerning the approximately 29,332.7 square meters of land in Xinpi Township,
Pingtung County 925, Taiwan (R.O.C.), (the "Land"), which Land is more
particularly described in Exhibit A attached and
incorporated into this Agreement. 


NOW, THEREFORE, for good and
valuable consideration, the adequacy of which is hereby acknowledged, the
parties hereto agree as follows: 


ARTICLE 1  


DEFINITIONS 


1.1 Defined Terms:
For purposes of this Agreement, the following terms shall have the following
meanings: 


A. Closing: The term "Closing"
shall mean the date upon which the Property is conveyed to Buyer, as evidenced
by the Land Office issuance of the Land
Ownership Certificate evidencing transfer of the property from Seller to Buyer. 


B. Intangible Property.
The term "Intangible Property" means all of Seller?s interests in
and to any and all licenses, approvals, certificates, permits, warranties,
guaranties, indemnities and claims that relate to the Real Property. 


C. Official Records:
The term "Official Records" shall mean the official records of the
appropriate Land Office to which the land
transfer is reported and duly recorded. 


D. Permitted Exceptions:
The term "Permitted Exceptions" shall mean only the following: 


 


	
   

  	
  (i)

  	
  real property taxes not yet due and payable; 

  




 


	
   

  	
  (ii)

  	
  supplemental taxes applicable to the sale of the
  Property to Buyer; 

  
	 	
  (iii)

  	
  any other encumbrance of the Property claimed
  through Buyer or its successors and assigns or which arise out of the Buyer
  entry onto the Property prior to the Closing; and 

  




 


	
   

  	
  (iv)

  	
  any other exceptions to title approved in writing by
  Buyer. 

  




The provisions of the above subparagraph
notwithstanding, the term "Permitted Exceptions" shall not include (i) any
lien for payment of delinquent real property taxes or assessments,
(ii) any supplemental taxes imposed as a consequence of events occurring
prior to the Closing Date, (iii) any deed of trust, and (iv) any
property assessments (other than those identified in writing and agreed between
the parties as permitted exceptions), mortgage, judgment or other lien
encumbering the Property (other than those claimed through Buyer). 


E. Property: The term
"Property" means the Real Property and the Intangible Property. 


F. Real Property: The
term "Real Property" means the Land together with all improvements
located thereon, if any, and all rights, privileges, easements and
appurtenances to the Land, if any. 


G. Land Office:
The term "Land Office" shall mean a
governmental authority which has an exclusive jurisdiction over the
registration of real property in Pingtung County, Taiwan
(R.O.C.). 


ARTICLE 2 


TERMS OF PURCHASE 


2.1 Agreement to Purchase
and Sell: Seller hereby agrees to sell to Buyer, and Buyer hereby agrees to purchase
from Seller, the Property on the terms and conditions set forth in this
Agreement. 


2.2 Purchase Price: The
"Purchase Price" for the Property shall be TWD$53,238,851 (US$1,815,415). The
Purchase Price for the Property shall be paid by the Buyer to Seller by transferring to Seller the 1,815,415 shares of
common stock in San Lotus Holding Inc., par valueUS$1 at Closing.? 





 1



 







 

2.3 Possession
of Property; As-Is Purchase: Subject to the terms and conditions of this
Agreement, (A) possession of the Property shall be delivered to Buyer at Closing,
in its then existing condition, "as-is," without implied or express
warranty or representation and with all patent and latent defects;
(B) Buyer acknowledges that Buyer will have had the opportunity to conduct
any studies and investigations of the Property as fully as Buyer desires; and
(C) Buyer will have had the right to observe the physical characteristics
and condition of the Property to the extent it desires. Buyer acknowledges that
neither Seller nor any of Seller?s employees, agents or representatives have made any
representations, warranties or agreements by or on behalf of Seller not
contained in this Agreement as to any matters concerning the Property, the
present use or condition thereof, or the suitability of the Property for Buyer's
intended use thereof. 


ARTICLE 3 


COVENANTS AND
REPRESENTATIONS 


3.1 Representations of Seller:
Seller individually makes the following representations to Buyer, which representations
are accurate as of the Effective Date and which will be accurate on the date of
Closing: 


A. This Agreement and all
documents executed by Seller which are to be delivered to Buyer at the Closing
are duly authorized, executed and delivered by the Seller or the duly
authorized representatives of Seller, are legal, valid and binding obligations
of Seller enforceable against Seller in accordance with their respective terms,
are sufficient to convey title (if they purport to do so), and do not violate
any provision of any agreement or judicial order to which Seller or the
Property is subject. 


B. The documents made available by Seller for
inspection by Buyer with respect to the Property (i) constitute all
written documents which are in the possession or under the control of Seller
pertaining to the Property requested by Buyer or material to the sale of the
Property to Buyer, and (ii) are either complete originals thereof or are
complete and correct copies of the originals. 


C. There is no litigation, condemnation, legal
proceeding, action or other proceeding pending or, to Seller's knowledge,
threatened against Seller or the Property before any court or administrative
agency which does or will materially affect the Property, or the use or value
thereof. 


D. No hazardous, toxic or other material regulated by
any governmental authority as a danger to human health or the environment has
been placed on or about the Property by Seller or any of its agents, employees
or contractors in violation of applicable laws, rules, regulations, codes or
legal orders. 


 


E. There are no service contracts, maintenance
contracts, management contracts, construction contracts, architectural or
design contracts or similar agreements to which Seller is a party and which
relate to the Real Property that will survive the Closing and be binding upon
Buyer. 


The foregoing representations and warranties shall
survive the Closing. 


3.2 Covenant of Seller:
So long as the Agreement is in full force and effect: Seller shall not do any
of the following without Buyer's prior written consent: (i) enter into any
contract relating to the maintenance, operation, or development of the Property
that will survive the Closing; (ii) grant any easement, lease any part of
the Property, or encumber the Property.


3.3 Covenant of Buyer:
Buyer shall keep confidential (in the same manner as for its other confidential
information) the Seller's records and documents concerning the Property, if
Buyer does not acquire the Property; provided, however, that (i) so long
as this Agreement remains in effect Buyer may disclose such information to its
advisors, consultants, representatives, investors and prospective lenders who
agree to abide by the confidentiality provisions of this Agreement,
(ii) Buyer and its advisors, consultants, representatives, investors and
prospective lenders may disclose such information as may be required by law or
court order, and (iii) if Buyer acquires the Property, Buyer shall be free
to thereafter use such information and to disclose it to other parties. In the
event that this Agreement terminates for any reason prior to the Closing, Buyer
shall, within ten (10) business days following a request by Seller, deliver
to Seller all documentation, studies, investigations and reports prepared for
Buyer by third parties which relate to the condition or legal compliance (or
non-compliance) of the Property, provided that in no event shall Buyer be
required to provide internal analyses, any proprietary
information or any materials which are subject to the attorney-client
privilege. Such items shall be delivered without representation or recourse of
any kind. 


 



 


ARTICLE 4 


TRANSFER OF TITLE


4.1 Transfer of Title:
At Closing, Buyer and Seller shall go to the Land Office where the Buyer shall be registered as the owner and Buyer
shall obtain Land Ownership Certificates from Seller. 


4.2 Delivery of Documents:
 


A. By Seller: On the Closing
Date, Seller shall deliver to Buyer the following documents: 


 


	
   

  	
  1.

  	
  The Grant Deed, duly executed and acknowledged by Seller
  for recording in the Official Records; 

  




 


	
   

  	
  2.

  	
  A Statement of Deed Tax Due and Request that Amount
  of Tax not be Made a Part of the Permanent Record in the Official Records; 

  




 


	
   

  	
  3.

  	
  Such other documents as may be required to close in
  accordance with this Agreement.

  




 


 


B. By Buyer: On the
Required Closing Date, Buyer shall deliver to Seller all documents as may be
required to close in accordance with this Agreement. 


	 




 4.3 Prorations: At Closing: 


A. All real property taxes, if not exclusively imposed on either the Buyer or the
Seller, shall be prorated to the date of Closing.



B. The interest on any
assessments secured by the Property shall be prorated to the date of Closing. 


C. The principal balance of
any assessments secured by the Property that are Permitted Exceptions shall be
assumed by Buyer, without credit to the Purchase Price, at Closing. 


D. The principal balance of
any assessments secured by the Property that are not Permitted Exceptions shall
be paid by Seller on or before Closing. 


E. All tax liens against Seller
encumbering the Property shall be paid by Seller on or before Closing. 


 


ARTICLE 5


GENERAL PROVISIONS 


5.1 Risk of Loss. Seller
shall bear all risk of loss related to the Property, whether by casualty,
condemnation or otherwise, prior to the Closing. If, prior to the Closing, all
or any portion of the Real Property is taken by eminent domain (or is the
subject of a pending taking which has not yet been consummated) or is the
subject of a casualty, then (i) Seller shall notify Buyer in writing of
such fact promptly after obtaining knowledge thereof, (ii) if the event is
a casualty that is reasonably expected to cost more than $250,000 in excess of
the insurance proceeds that will be available to Buyer for the restoration or
if the event is an eminent domain proceeding, Buyer may elect to terminate this
Agreement by giving written notice to Seller on or before to the Closing Date.
The failure by Buyer to so elect in writing to terminate this Agreement prior
to the Closing Date shall be deemed an election not to terminate this
Agreement. If Buyer elects or is deemed to have elected not to terminate this
Agreement, then no adjustment shall be made to the Purchase Price for any
damage or condemnation prior to the Closing, but at the Closing, Seller shall
assign to Buyer all of its right, title and interest (a) in the proceeds
of any casualty insurance policy for damage to the Property prior to the Closing,
and (b) in any condemnation proceeds with respect to the Property. If
Buyer is permitted to terminate pursuant to this Section and timely elects to
terminate this Agreement, then the Deposit shall be returned to Buyer and the
parties shall have no further obligations under this Agreement except for those
obligations which expressly survive any termination of this Agreement. 




 

5.2 Brokerage
Commissions: Each party hereto represents to the other that it has not
incurred, directly or indirectly, any liability on behalf of the other party
for the payment of any real estate brokerage commissions, finder's fees or
other compensation to any agents, brokers, salesmen, or finders by reason of
the consummation of the transaction contemplated by this Agreement.


5.3 Attorneys' Fees:
Should any litigation be commenced between the parties hereto concerning the
Property, this Agreement, or the rights and duties of either Seller or Buyer in
relation thereto, whether it be an action for damages, equitable or declaratory
relief, the prevailing party (or parties) in such litigation shall be entitled,
in addition to all other relief as may be granted by a court of law, reasonable
sums as and for attorneys' fees in the discretion of the court. 


 


5.4 Notices:
Any communication, notice or demand of any kind whatsoever which either party
may be required or may desire to give to or serve upon the other shall be in
writing and delivered by personal service, by an express delivery (such as
Federal Express) or courier service that provides receipted delivery service,
delivery charges prepaid, by electronic email communication (and, if the
communication, notice or demand seeks to declare a default under or terminate
this Agreement, confirmed in writing sent by a written communication by one of
the other permitted methods, addressed to the recipient in accordance with the
notice information beneath its signature to this Agreement. Any party may
change its address for notice by written notice given to the other in the manner
provided in this Section 5.4. Any such communication, notice or demand
shall be deemed to have been duly given or served (i) on the date
personally served, if by personal service, or (ii) on the date of
confirmed delivery, if by express delivery or courier service, or electronic
email communication, provided, however, that any communication, notice or
demand received by courier delivery or electronic communication that is
received after 5:00 p.m. (local time for the addressee) shall be deemed to have
been received on the next business day. 


5.5 Assignment: This
Agreement shall be binding upon and shall inure to the benefit of the parties
and their successors and assigns. 


5.6 Mutual Cooperation:
Each party hereto agrees to execute and deliver such other and further
instruments and documents as may reasonably be requested by the other to carry
out this Agreement. Each party hereto covenants to exercise good faith in
fulfilling its obligations under this Agreement. 


5.7 Authority and
Execution: Each person executing this agreement on behalf of a party
represents and warrants, on behalf of the entity it represents, that
(i) such person is duly and validly authorized to do so on behalf of the
entity it purports to so bind, and (ii) if such entity is a partnership,
corporation or trustee, that such partnership, corporation or trust, such
entity has full right and authority to enter into this Agreement and perform
all of its obligations hereunder. 


5.8 Entire Agreement;
Modification; Interpretation: This Agreement and the attachments hereto
constitute the entire agreement between the parties and shall supersede all
other agreements respecting the subject matter of this Agreement. This
Agreement shall not be modified by either party by oral-representation or agreement
made before or after the execution of this Agreement. All modifications to this
Agreement must be in writing signed by both Seller and Buyer. The headings
contained in this Agreement are for the purpose of reference only and shall not
limit or define the meaning thereof. This Agreement shall be interpreted in
accordance with the laws of Taiwan and, in the event that any provision of this
Agreement is adjudged to be, for any reason, unenforceable or invalid, it is
the specific intent of the parties that the remainder hereof shall subsist and
be and remain in full force and effect. Each party has engaged legal counsel
and understands all terms of this Agreement. Any rule of construction that
would interpret this Agreement, for or against any party, shall have no effect.



5.9 Time: Time is of
the essence for the performance of each and every covenant and for the
satisfaction of each and every condition contained in this Agreement. 


 


5.10 No
Other Negotiations. Seller, for itself and its successors and assigns,
agree that they will not solicit or accept any offer from, enter into any
negotiations with, or supply any information to, any prospective purchaser,
ground lessor, lender, or tenant of the Property, unless and until this
Agreement terminates in accordance with its terms. 




 

5.11
Buyer's Liability. No present or future partner, member, director,
officer, shareholder, employee, advisor, affiliate or agent of or in Buyer or
any affiliate of Buyer ("Buyer Parties"), shall have any personal
liability, directly or indirectly, under or in connection with this Agreement
or any agreement made or entered into under or in connection with the
provisions of this Agreement, or any amendment or amendments to any of the
foregoing made at any time or times, heretofore or hereafter, and Seller and
their successors and assigns and, without limitation, all other persons and
entities, shall look solely to Buyer and Buyer's assets, respectively, for the
payment of any claim or for any performance, and Seller hereby waives any and all
such personal liability of such Buyer Parties. For purposes of this
Section 6.11, no negative capital account or any contribution or payment
obligation of any partner or member in Buyer shall constitute an asset of
Buyer. The limitations of liability contained in this Section 5.11 shall
survive the Closing or any earlier termination of this Agreement. 


 


 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of December 4, 2014. 


 


	
  Buyer:

  
	
   

   

  /s/Yu,
  Chien-Yang

  
	
  Yu,
  Chien-Yang

  
	
  No.
  548, Kewang Rd.

  
	
  Longtan
  Township, Taoyuan County 325 Taiwan (R.O.C.)

  




 


	
  Seller:  

  
	
  Green
  Forest Management Consulting Inc.

  
	
   

   

  By:/s/Chiang,
  Yu-Chang

  
	
  Chiang, Yu-Chang

  
	
  Director

  
	
  Rm.
  B302C, 3F.-2, No. 185, Kewang Rd. Longtan Township, Taoyuan County

  325
  Taiwan (R.O.C.)

  




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




 

Exhibit A


DRAFT LAND TRANSFER REPORT


 


	
  Land
  Seller

  	
  Location

  	
  Land
  Lot #

  	
  Area
  of Registered Land(m2)

  	
  Value
  of Interest(TWD)

  
	
  Green Forest Management
  Consulting Inc.

  	
  Xinpi
  Township, Pingtung County 925, Taiwan (R.O.C.)

  	
  1043

  	
  662.81

  	
  $1,203,000

   

  
	
  Xinpi
  Township, Pingtung County 925, Taiwan (R.O.C.)

  	
  1044-1

  	
  68.95

   

  	
  $125,144

   

  
	
  Xinpi
  Township, Pingtung County 925, Taiwan (R.O.C.)

  	
  1044-4

  	
  9.18

   

  	
  $16,662

   

  
	
  Xinpi
  Township, Pingtung County 925, Taiwan (R.O.C.)

  	
  1083-1

  	
  2358.19

   

  	
  $4,280,115

   

  
	
  Xinpi
  Township, Pingtung County 925, Taiwan (R.O.C.)

  	
  1083-2

  	
  61.7

   

  	
  $111,986

   

  
	
  Xinpi
  Township, Pingtung County 925, Taiwan (R.O.C.)

  	
  1084

  	
  4034.55

   

  	
  $7,322,708

   

  
	
  Xinpi
  Township, Pingtung County 925, Taiwan (R.O.C.)

  	
  1088-1

  	
  802.33

   

  	
  $1,456,229

   

  
	
   

  	
   

  	
  Subtotal:

  	
  7,997.71 m2

  	
  TWD $14,515,844

  
	
  Green Forest Management
  Consulting Inc.

  	
  Xinpi
  Township, Pingtung County 925, Taiwan (R.O.C.)

  	
  1075

  	
  1079.24

   

  	
  $1,958,821

   

  
	
  Xinpi
  Township, Pingtung County 925, Taiwan (R.O.C.)

  	
  1076

  	
  1191.28

   

  	
  $2,162,173

   

  
	
  Xinpi
  Township, Pingtung County 925, Taiwan (R.O.C.)

  	
  1080

  	
  4145.16

   

  	
  $7,523,465

   

  
	
  Xinpi
  Township, Pingtung County 925, Taiwan (R.O.C.)

  	
  1083

  	
  13163.72

   

  	
  $23,892,152

   

  
	
  Xinpi
  Township, Pingtung County 925, Taiwan (R.O.C.)

  	
  1090

  	
  1755.59

   

  	
  $3,186,396

   

  
	
   

  	
   

  	
  Subtotal:

  	
  21,334.99 m2

  	
  TWD $38,723,007

  
	
   

  	
   

  	
  Total:

  	
  29,332.7 m2

  	
  TWD $53,238,851