Exhibit 10.25


 


PURCHASE
AND SALE AGREEMENT


 


This
Purchase and Sale Agreement (“Agreement”)
is entered into effective as of September 17, 2010
(“Execution Date”) by and between SEMILEDS OPTOELECTRONICS CO., LTD., a
ROC company (“Buyer”), and PRIME OPTICAL FIBER CORPORATION, a ROC
company (“Seller”), with respect to the purchase
of Property (as defined below), on the terms and subject to the conditions set
forth herein.  Buyer and Seller may be
referred to as “Party,”
individually and “Parties”
collectively.


 


RECITALS


 


WHEREAS, Seller owns the first and second floors of the building located at No. 11
Ke Jung Rd., Chu-Nan Site, Hsinchu
Science Park, Chu-Nan 350, Taiwan () with
the construction number () 00006-000 (the entire building hereinafter “Building”)
(the ownership certificate and the license for usage are attached hereto as Exhibit A) and has been operating in the above floors of the Building. ;


 


WHEREAS,
Seller has certain leasehold in and to the Land as defined where the Building
is located; and


 


WHEREAS,
Seller desires to transfer to Buyer and Buyer desires to acquire from Seller the
Building, leasehold to the Land and any other property as further defined as “Property”
in Section 1 pursuant to this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual promises contained herein, the
receipt and sufficiency of which are hereby acknowledged, and intending to be
legally bound, the Parties agree as follows:


 


AGREEMENT


 


1.                                      Purchase and Sale.


 


Subject
to and upon the terms and conditions herein, Seller hereby agrees to sell to
Buyer and Buyer hereby agrees to purchase from Seller the property (the “Property”), consisting the following:


 


1.1                               The entire first and second floors of the
Building together
with the co-ownership of the common area of Seller
and all other improvements thereon erected, fixtures attached thereto, and all
appurtenances and easements or other rights relating thereto  (“Selling Building”);


 


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1.2                               All apparatus, equipment and appliances used
in connection with the operation or occupancy thereof, such as heating and air
conditioning systems and water tank and chillers
and facilities
(“Occupancy  Facility”) (as Exhibit B);


 


1.3                               The spaces in the basement of the Building
(“Basement”);


 


1.4          The remaining  one-half undivided right to the leasehold (“Lease Right”)
of the land under and surrounding the Building with land lot number  () (“Land”) pursuant to the Lease Agreement by and between Seller
and the Science Park Administration dated January 1,
2002, July 13,
2006, and January 6, 2009 (“Lease Agreement”),
as may be adjusted or amended by the Science Park Administration from time to
time


 


1.5                               The remaining one-half undivided right to use the facilities and external ground
space adjacent to the Building (“Facilities and Adjacent
Ground Space”);


 


1.6                               The remaining one-half undivided right to the area for common usage;  and


 


1.7                               Any and all contracts, rights, warranties, guaranties, insurance
policies for all periods of ownership of the Selling Building, Land, and
Facilities and Adjacent Ground Space by Seller (including, without limitation,
property damage and liability, insurance policies and, if carried by Seller
environmental insurance policies) (collectively, the “Insurance
Policies”), other rights relating to the construction, ownership,
use and operation of any part of the Selling Building, and any agreements,
covenants or indemnifications received by Seller from a prior owner or any
other third party relating to the Selling Building, to the extent assignable
and to the extent approved by Buyer, all of which shall be assigned to Buyer.


 


1.8                               It is understood that upon the closing of the transaction under this
Agreement, Buyer shall be the sole record and beneficial owner of the whole
Building and be entitled to each and every right and interest as the owner.


 


2.                                      No Assumption of Liabilities.


 


Notwithstanding
any provision to the contrary, Buyer shall not assume and does not agree to pay
or discharge any Unassumed
Liabilities (as defined below).  Seller
shall remain responsible for paying any and all Unassumed Liabilities.  “Unassumed Liabilities,” as defined herein,
shall mean:


 


2.1                               Any taxes or charges prior to the Closing Date;


 


2.2                               Any and all debts, obligations, and liabilities, whether accrued, absolute,
contingent or otherwise, oral or written, disclosed or undisclosed, incurred or
arising out of actions or events relating to the Property occurring prior to
the Closing Date;


 


2.3                               Any existing or future environmental liability due to the Seller’s
design, use, ignorance, manufacture or disposal prior to the Closing Date,
including but not limited to compliance obligations related to laws and
regulations, existing and future remediation obligations related to
contamination, obligations to pay fines and penalties; and


 


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2.4                               Any mortgage or encumbrance (including but not limited to the
right-defect, statutory right, pledges, liens, charges, conditional sales,
covenants, conditions and other restrictions, either contractual or statutory), oral or written, disclosed or undisclosed, incurred or arising out of
actions or events prior to the Closing Date
relating to the Property (Collectively, “Title Encumbrance”).


 


3.                                      Purchase Price.


 


3.1                               The total purchase price for the Property shall be One Hundred and Twenty Five Million
New Taiwan Dollars (NT$125,000,000) (the “Purchase Price”) (exclusive of value-added business tax of NT$6,250,000).  While
receiving the invoice of NT$131,250,000 (i.e. NT$125,000,000 plus NT$6,250,000)
issued by Seller, Buyer is obligated to remit only NT$4,000,000 out of the
total NT$6,250,000 value-added business tax to Seller and Seller is obligated
to advance NT$2,250,000 for the value-added business tax.  Seller is obligated to pay the NT$6,250,000
value-added business tax to the tax authority. 
Upon Buyer’s receipt of the full tax refund of value-added business tax
in the amount of NT$6,250,000, Buyer shall remit NT$2,250,000 to Seller without
any interest.


 


3.2                               Buyer shall pay the Purchase Price in accordance with the follows:


 


(a)                                 Within five (5) business days after the full execution of
this Agreement, Buyer shall pay Seller
the amount of Twenty Million New Taiwan Dollars (NT$20,000,000) (exclusive of
value-added business tax, which shall be borne by the Seller) (“Initial Payment”) to Seller; provided that, if the
transactions contemplated under this Agreement fail to consummate or this Agreement is terminated or rescinded by either Party, such amount shall be immediately returned to Buyer plus interest accrued.


 


(b)                                 The amount of Fifty Million New Taiwan Dollars
(NT$50,000,000) (exclusive of value-added business tax, which shall be borne by
the Seller) as the second installment of the Purchase Price (“Second  Payment”) shall be paid on the date of completion of title transfer of the
Property to Buyer in accordance with Section 6.1(a), as evidenced by
appropriate records issued by the governmental authority.


 


(c)                                  The amount of Fifty Million New Taiwan Dollars
(NT$50,000,000) (exclusive of value-added business tax, which shall be borne by
the Seller) as the third installment of the Purchase Price (“Third  Payment”)
shall be paid upon the execution of the new lease agreement of the Land by and
between Buyer and the Science Park Administration.


 


(d)                                 The amount of Five Million New Taiwan
Dollars(NT$ 5,000,000) (exclusive of value-added business tax, which shall be
borne by the Seller) as the rest remaining portion of the
Purchase Price (“Final  Payment”)
shall be paid by Buyer to Seller at the time that as
the Seller has delivered the Property to Buyer
which shall be within three (3) months from the date of execution of this
Agreement.


 


(e)                                  All payments hereunder shall be made by wire transfer to Seller’s
following


 


Bank
account:


 


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Account Name:


 


Account Number: 725-120-001455


 


Bank:


 


3.3                               If there is any cause solely attributable to Buyer resulting in failing to buy or pay without
according to the payment terms under this Agreement, Seller may retain the Initial Payment as liquidated damages and
shall return to Buyer the balance of the amount of purchase price paid plus
interest accrued; meanwhile this Agreement may be terminated by
either Party; if terminated by Seller, Seller shall issue a written notice to
Buyer informing Buyer of the failure to pay sixty (60) days prior to its
termination; provided that Seller shall not terminate this Agreement if Buyer
effect the payment within such sixty (60) days after Seller issues warning/request letters indicating the attempt of termination according to the relevant law;


 


3.4                               Unless otherwise provided under Section 3.3, if there is any cause resulting in failing to close the transaction contemplated herein,  Buyer may
terminate this Agreement immediately and all of the paid amount plus
interest accrued shall be returned  to  Buyer
immediately.  In case such failure is attributable to Seller,
Seller shall pay the amount equals to the Initial Payment as liquidated damages
and also be liable for any loss, damage and attorney’s fee arising from or in
connection with the foregoing failure.


 


4.                                      Contingencies.


 


In the event that any contingency set forth in this Section 4 has not been either satisfied or waived, this Agreement shall be
terminated at the discretion of Buyer (by giving notice to Seller), and the amount set forth in Section 3.2(a)(b)(c)(d) plus interest
accrued shall be returned to Buyer, and neither Party shall have
any further obligation to the other.


 


4.1                               Seller has obtained all necessary the Governmental Approval (as defined below) for the
transfer to Buyer of the Property;
and


 


4.2                               Buyer has received from Seller minutes of the meeting of Seller’s Board
of Directors and shareholders showing the adoption of the resolutions on the sale of the Property to
Buyer.


 


5.                                      Delivery of the Documents for Property Transfer.


 


Within ten
(10) business days after the
Initial Payment, Buyer and Seller shall both make
available all the documents and certificates required for applying for the
registration of the transfer of the Property to the land agent designated by Buyer (“Land Agent”) for the completion of the building deed tax
declarations and the subsequent procedures for the transfer of the Property to
Buyer, including
registration of transfer, the
approval by the Science Park Administration and other government authority to be further
specified according to the result of inspection and investigation as prescribed
herein (“Governmental Approval”) (the procedure herein collectively referred to as
“Ownership Transfer Procedures”).  In the event that either 


 


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Party is hereafter required to provide any additional
document or affix any additional stamp or seal as required for processing any
steps of Ownership Transfer Procedures, said Party shall provide or affix
accordingly without any delay.  The
Land Agent engaged by
Buyer shall act under the sole
instructions of Buyer in processing the Ownership Transfer Procedures.


 


6.                                      Conditions to Close; Contingencies to Balance
Payment


 


6.1                               The  Final Payment shall become payable to Seller on the date to be mutually agreed by the Parties (“Closing Date”)
which shall be within three (3) months from date of signature of this Agreement, subject to Buyer’s  satisfaction
or waiver in writing of the contingencies
below:


 


(a)                                 The Property has
been transferred to Buyer, registered in
the name of Buyer, and is free from Title Encumbrance except for the lease agreement to be entered into by and between Buyer
and Seller;


 


(b)                                 The lease agreement dated as of 22, April by
and between Seller (as Lessor) and Buyer (as Lessee) has been effectively
terminated as evidenced by a termination agreement;


 


(c)                                  Seller has
issued the uniform invoice for the full amount of the Purchase Price and the applicable value added taxes;


 


(d)                                 The minutes of the meetings of the Board of Directors of
Seller for the sale of the Property have delivered by Seller to
Buyer;


 


(e)                                  Seller has delivered to Buyer either the meeting minutes of approval by
Seller’s shareholders, or an official document issued by a Certified Public
Accountant in writing stating that the Property does not constitute a major
asset or business of Seller;


 


(f)                                   Seller and Buyer have obtained all
necessary government approval (including without limitation the Science Park
Administration) for the transactions contemplated herein;


 


(g)                                  Buyer has obtained approval from the
Science Park Administration for the change of the investment plan, if required;


 


(h)                                 Seller does not commit any defaults under  this
Agreement or if any, such default has been cured; and


 


(i)                                     All of the representations and warranties of Seller and Buyer
under this Agreement, including without limitation the representations and
warranties under Section 7 hereof, are
true and accurate.


 


6.2                               The Parties agree that in the event that Seller is in default of any of
the terms and conditions of this Agreement, Seller agrees that Buyer shall be entitled to withhold and not pay any or all of the balance payments unless such default waived by Buyer in
writing or until
Seller has cured such default.


 


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7.                                      Representations, Warranties and Undertakings


 


7.1                               Seller represents and warrants the followings:


 


(a)                                 Seller is a company duly
organized and validly existing under the laws of the ROC and with the
resolution of the Board of Directors and
shareholders stated in  above, it has
full corporate power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby.  Seller further represents and warrants that no
other authorizations, licenses, consents, approvals or permits are required for
the sale of the Property and the performance of its obligations hereunder in
the ROC and there is no insolvency, bankruptcy, reorganization, dissolution or
liquidation involving Seller;


 


(b)                                 The
execution of this Agreement by Seller  constitutes
legal, valid and binding obligations against Seller  and is enforceable
against Seller;


 


(c)                                  The execution of this
Agreement by Seller and the performance of its obligations hereunder does not
violate or result in breach of or constitute a default under any applicable
laws and regulations, its articles of incorporation, any effective rulings,
judgments or arbitral awards applicable against Seller, any orders issued by
the competent authorities or courts, or any contracts binding on Seller;


 


(d)                                 There are no judicial or
administrative actions, proceedings or investigation pending or in process in
any court, government agency, arbitral tribunal and other competent dispute
settlement agency that will have a material adverse effect on the execution and
performance by Seller of its obligations under this Agreement;


 


(e)                                  Seller is the owner of the
Property and has full power and authority to sell and transfer the ownership of
the Property to Buyer without subject to any contractual or legal restriction;
e.g., third parties’ right of first refusal;


 


(f)                                   As of Closing Date, Seller’s
ownership of the Property is free from any Title Encumbrance  except the lease agreement to be entered between Buyer and Seller;


 


(g)                                  There is no controversy or
dispute relating to the Property or the Land, whether or not arising from or in
connection with the boundary lines between the Land and any of its adjacent
land;


 


(h)                                 Until the “Title
Transfer Date” (the date that the
ownership of the Property is duly transferred to and registered in the name of
Buyer free from Title Encumbrance)
or the Closing Date, whichever is later, the Property (including
the soil and ground water) has not been contaminated by any pollution, nor
contains any toxic or harmful substance; therefore, nothing in the Property
will cause any pollution or contain any harmful substance in any place above or
under the ground (including the soil and ground water) and in any other
adjacent land; if any pollution is discovered, Buyer shall be entitled to claim
any and all other remedies in accordance with this Agreement, and Seller shall
be liable for the removal and cleaning of such pollution sources at its own
cost and expense;


 


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(i)                                     The Property, especially
referring to the Selling Building, the
associated materials used therein and the equipment installed thereto, is
absolutely free from any sea sand and/or radioactive and other poisonous
pollutant, and the Property thereof, does not have any defect which will cause
any loss or reduction of its value, or its expected or normal function, and
will operate and function well upon transfer of its risks;


 


(j)                                    There are no judicial or
administrative actions, proceedings or investigation pending or in process in
any court, government agency, arbitral tribunal and other competent dispute
settlement agency involving the Property;


 


(k)                                 The zoning,
usage, operation, management and maintenance of the Property are not in
violation of any ROC laws including but not limited to those governing the
building construction, building safety, fire control, emergency escape,
environment, public safety that will have material adverse effect on this Agreement
and all relevant licenses, permits and approvals required for the use of the
Property have been obtained and such licenses, permits and approvals are valid
as of the Delivery Date;


 


(l)                                     Seller has not received any
notice from court or relevant government authority asserting that the use,
operation, management or maintenance of the Property violates relevant laws,
decrees, orders or notices that will have a material adverse effect on this
Agreement, and the Property;


 


(m)                             As of the
signing of this Agreement and the Closing
Date, there is no other agreement in writing or oral for the lease, purchase,
occupancy or use of any part of the Property,
except for the Lease Agreement and the existing lease agreement between Buyer
and Seller;


 


(n)                                 Seller has not breached and
will not breach any terms and conditions in any contracts with respect to the
operation and maintenance of the Property;


 


(o)                                 Seller has purchased and
maintained proper and adequate insurance on the Property, including without
limitation an all-risk property insurance policy (including public liabilities
insurance) covering the full replacement cost of the Selling Building, and its personal properties on the
Property;


 


(p)                                 There are no
other illegal or non-compliant works on the Property;


 


(q)                                 Except as otherwise
expressed in this Agreement, all representations and warranties of Seller under
this Section 7.1 and elsewhere in this
Agreement are true, accurate and complete from the date of execution of this
Agreement till the Closing Date; and


 


(r)                                    Seller has disclosed the
complete conditions of and/or related to the Property to Buyer.


 


7.2                               Seller undertakes the followings:


 


(a)                                 Seller hereby
agrees not to cause any delay to the transfer of the Property to Buyer and the
registration of the Property, as applicable, in the name of Buyer;


 


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(b)                                 As of the Execution Date  until the Closing Date, Seller agrees not to add any new illegal
construction works on the Property. Seller shall be responsible for all loss,
damage, costs and expenses arising from any of the Works and shall indemnify
Buyer for any loss, damages, cost and expense incurred therefrom;


 


(c)                                  Prior to the Closing Date, Seller shall manage, operate and maintain the
Property with the same degrees of care as a “Good Administrator” as defined in
the Civil Code of ROC should do;


 


(d)                                 Damage between the Execution Date and the Closing Date to the building Seller
should take the responsibility to fix it;


 


(e)                                  From the Execution Date  until the Closing Date, no agreements for the lease, occupancy or use
of the Property shall be entered into without the prior written consent of Buyer;


 


(f)                                   Seller hereby
agrees to assume warranty responsibility in respect of the building structure
of the Building and warranty responsibility
in respect of the mechanical and electrical systems and devices installed in
the Property effective from the date of
Execution Date of this Agreement ;  and


 


(g)                                  Seller hereby agrees that upon the contemplated completion of the title
transfer herein, Buyer is entitled to install or dismantle any logo or the like
adhered or fixed, prior to the Closing Date, to the surface of the Building
without being liable for any loss or damage so incurred to Seller or any other
party.


 


7.3                               Buyer represents, warrants and undertakes the followings:


 


(a)                                 Buyer is a
company duly organized and validly existing under the laws of the ROC and has
full corporate power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby.  Buyer further represents and warrants that no
other authorizations, licenses, consents, approvals or permits are required for
the sale of the Property and the performance of its obligations hereunder in
the ROC and there is no insolvency, bankruptcy, reorganization, dissolution or
liquidation involving Buyer;


 


(b)                                 The execution
of this Agreement by Buyer constitutes legal, valid and binding obligations
against Buyer and is enforceable against Buyer;


 


(c)                                  The execution
of this Agreement by Buyer and the performance of its obligations hereunder do
not violate relevant laws and regulations, its articles of incorporation, any
contracts binding on Buyer, any effective rulings, judgments or arbitral awards
applicable against Buyer or any orders issued by the competent authorities or
courts;


 


(d)                                 To Buyer’s
knowledge, there are no judicial or administrative actions, proceedings or
investigations pending or in process in any court, government agency, arbitral
tribunal and other competent dispute settlement agency that will have a
material adverse effect on the execution and performance by Buyer of its
obligations under this Agreement; and


 


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(e)                                  Except as
otherwise expressed in this Agreement, all representations and warranties of
Buyer under this Section 7.3 and elsewhere
in this Agreement are true and accurate from the date of execution of this
Agreement.


 


8.                                      Taxes, Fees and Management Fee


 


8.1                               The house tax, whether levied or due or not, to be incurred before the
ownership of the Property is registered in the name of Buyer shall be borne by
Seller, whereas after the ownership of the Property is registered in the name
of Buyer shall be borne by Buyer


 


8.2                               The building deed tax payable for the registration of the transfer of
ownership of the Property shall be borne by Buyer.  For payment of the building deed tax, Buyer shall,
within five (5) business days after the date of issuance of the building
deed tax notice issue a check and deliver the same to the Land Agent for the
payment of such tax on behalf of Buyer.


 


8.3                               The ownership transfer registration fee, the stamp tax leviable on the
real estate transfer agreement, and the land agent fee payable in respect of
the transfer of the ownership of the Property shall be borne by Buyer. The applying
fee for mortgage registration and cancellation before the ownership of the
Property is registered in the name of Buyer shall be borne by Seller.


 


8.4                               In the event that stamp tax is leviable on this Agreement, Buyer shall
bear such tax.


 


8.5                               In the event that Seller is in the arrear for payment of any tax
overdue, it shall make up such outstanding tax immediately after its receipt of
a notice from the Land Agent.  The
payment of such over-due tax may be advanced by Buyer for Seller and deducted
by Buyer from any outstanding amount payable by Buyer to Seller under this
Agreement, and in case of any deficit, Seller shall forthwith reimburse such
deficit.


 


8.6                               The water bill, electricity bill, gas bill, and the bills for other
public utilities for the Property incurred prior to the Closing Date shall be borne
by Seller.


 


8.7                               Each party will be responsible for its costs and expenses in connection
with the negotiations and all aspects relating to this Purchase and Sale
Agreement and the transactions contemplated herein.


 


9.                                      The first right to purchase the Property.


 


So long as no default shall
have occurred, the Parties
agrees that Seller shall have the first right to purchase from Buyer the “Property”  in accordance with the same terms and
conditions Buyer offers to the potential buyer  if Buyer will sell the Property in the
future.


 


10.                               Assumption of Risks


 


10.1                        The risks of destruction, damage and loss of the Property shall be transferred
to Buyer from the Closing Date.


 


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10.2                        In the event that the Property cannot be transferred and delivered to
Buyer due to any restriction imposed by laws or regulations or other event not attributable
to either Party, or within a reasonable
time, this Agreement shall be forthwith deemed
terminated.  Under such circumstances, Seller
shall immediately refund to Buyer the Purchase Price already paid by Buyer plus accrued interest and all the payments advanced by Buyer
for Seller.  In addition, if the
aforesaid event occurs, the stamp tax for the real estate transfer agreement,
the building deed tax and the title transfer registration fee paid by Buyer and
the Land Agent fee payable to the Land Agent shall be jointly borne by Buyer
and Seller in half each.


 


11                                  Default Clause


 


11.1                        Without prejudicing the claim of the
other (non-defaulting) Party against the defaulting Party for actual damages,
in the event that either Party was in breach of the terms and conditions of
this Agreement, including without limitation the breach of or non-compliance
with the respective Party’s representations, warranties, undertakings and obligations
hereunder, and has further failed to rectify such breach or non-compliance
after having received a thirty (30)-day (or a period longer than thirty (30)
days that is reasonably as determined by the non-defaulting Party if it will be
conspicuously impractical for the defaulting Party to rectify within thirty
(30) days) prior notice urging it to rectify the breach or non-compliance, the
other (non-defaulting) Party shall be entitled to terminate this Agreement and
demand to restore to the original condition before the execution of this
Agreement, whereas the defaulting Party shall be liable for compensating the other Party an amount equivalent to the
non-defaulting Party’s actual damage amount (rather than special, indirect,
consequential or punitive damages) for the non-performance of the obligation of
the defaulting Party; and in addition thereto, any and all taxes, costs and
expenses to be incurred for restoring to the original condition before the
execution of this Agreement, including without limitation the amount of any
damage, claim, attorneys’, financial experts’ and counsel’s fee, charge and
cost directly incurred from the non-performance of the obligation of the
defaulting Party, shall be borne solely by the defaulting Party.         .


 


12                                  Miscellaneous


 


12.1                        Notices.  All notices, requests, consents
and other communications required or permitted hereunder
shall be in writing and shall be deemed given upon (a) transmitter’s confirmation of a receipt of a
facsimile transmission, (b) confirmed delivery by a standard overnight or
recognized international carrier or when delivered by hand, or
(c) delivery in person, addressed at the following addresses (or at such
other address for a Party as shall be specified by like notice):


 


(a)                                 If to Buyer:


 


Semileds Optoelectronics Co., Ltd.


3F, No.11, Ke Jung Road


Chu-Nan Site, Hsinchu
Science Park


Chu-Nan 350, Miao-Li County,
Taiwan


Fax: 037-582688


Attn:  Legal Counsel


 


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(b)                                 If to Seller:


 


Prime Optical Fiber Corporation


No.11, Ke Jung Road


Chu-Nan Site, Hsinchu
Science Park


Chu-Nan 350, Miao-Li County,
Taiwan


Fax: 037-586899


Attn: Legal
Counsel


 


12.2                        Governing Law.  The execution and interpretation of this
Agreement shall be governed by the law of the ROC.


 


12.3                        Venue.  The Parties agree that in the event of any
dispute arising from or in connection with this Agreement, Taiwan Miaoli
District Court shall be the court of non-exclusive jurisdiction in the first
instance.


 


12.4                        Publicity.  From the execution date of this Agreement
through the Closing, neither Seller nor Buyer shall issue or cause the
publication of any press release or other public announcement with respect to
the transactions contemplated by this Agreement without the consent of the
other Party unless the obligation pursuant to the request by government or ROC
laws, which consent shall not be unreasonably withheld.


 


12.5                        Amendment.  This Agreement may be amended, modified or
supplemented by a written agreement signed by Buyer and Seller.


 


12.6                        No Relationship.  Nothing contained in this Agreement shall be
construed to constitute either Party as a partner or agent of the other Party or
to create any other form of legal association that would impose liability upon
a Party for any act or omission of the other Party or provide a Party with the
right, power, or authority to create or impose any duty or obligation on the
other Party, it being intended that each Party shall remain an independent
contractor acting in its own name and for its own account.


 


12.7                        Entire Agreement.  This Agreement (including its Exhibits)
represents and contains the full and complete understanding and agreement of
the Parties with respect to the subject matter hereof and supersedes all prior
and contemporaneous agreements, understandings, statements, clauses, and
conditions with respect to the transactions contemplated by this Agreement or
which may be contained in any other form or document.


 


12.8                        Force Majeure.   Each party is not liable for failure to
perform the party’s obligations if such failure is as a result of war,
invasion, act of foreign enemies, hostilities (regardless of whether war is
declared), civil war, rebellion, revolution, insurrection, military or usurped
power or confiscation, terrorist activities, nationalization, government
sanction, blockage, embargo, lockout or interruption or failure of electricity
or telephone service which may materially and adversely jeopardize the closing
of the transaction contemplated herein.


 


12.9                        Notarization.    All of the original copies of this
Agreement shall be legally notarized.


 


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Exhibits:


 


This
Agreement is annexed with the following Exhibits:


 


[Signatures on following page.]


 


IN WITNESS WHEREOF, each of the signatories hereto has caused this Agreement to be signed
by their respective duly authorized representatives as of the date written
below.


 


 


	
  By

  	
  /s/
  Trung T. Doan

  	
   

  
	
  Name:  Trung T. Doan

  	
   

  
	
  Title:
  Chairman and Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Seller:

  	
   

  
	
  PRIME OPTICAL FIBER
  CORPORATION

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/ 

  	
   

  
	
  Name:  

  	
   

  
	
  Title
  : Chairman

  	
   

  



 


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