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EXHIBIT 10.20
THIS DOCUMENT HAS BEEN TRANSLATED INTO ENGLISH.
Real Property Land Sale and Purchase Agreement
The parties to this Land Sale and Purchase Agreement (the "Agreement") are
Buyer, iAsiaWorks, Inc. (hereinafter referred to as B), and Seller, Bruce Hsieh
(hereinafter referred to as S). For the purpose of the transaction whereby S
sells to B all property hereinafter described (the "Real Property"), the parties
have mutually agreed to and hereby set forth the following provisions in order
to facilitate mutual compliance.
Section 1: Identification of the Real Property (in the event of any discrepancy
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in such identification records, the records kept at the applicable government
land office shall prevail)
Identification of the land (the "Land"): [*]. The area of the foundation is
3,554.52 square feet, and the Land is located in an industrial zone. The
particulars of the building located on the Land are set forth in the Real
Property Building Sale and Purchase Agreement.
Section 2: Explanation of Payments
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1. The parties agree that payments shall be made in either cash or sight
checks upon the following listed payment dates:
2. The total purchase price is [*] (the "Total Purchase Price")..
3. The installment payment due upon the signing of this Agreement shall be
five percent (5%) of the Total Purchase Price. On the day after the
signing of this Agreement, B shall pay S the initial payment in the amount
of [*].
4. The second installment payment shall be five percent (5%) of the Total
Purchase Price, and shall be paid in the amount of [*] within one (1) week
after the signing of this Agreement.
5. The third installment payment shall be five percent (10%) of the Total
Purchase Price, and shall be paid in the amount of [*] within two (2) days
after the completion of the curtain wall of the Building.
6. The fourth installment payment shall be five percent (5%) of the Total
Purchase Price, and shall be paid in the amount of [*] within two (2) days
after the application for the use permit.
7. The fifth installment payment shall be five percent (5%) of the Total
Purchase Price, and shall be paid in the amount of [*] within two (2) days
after the procurement of the use permit.
8. The sixth installment payment shall be seventy percent (70%) of the Total
Purchase Price, and shall be paid in the amount of [*].
a. In the event that B does not take out a loan, twenty (20) days
after S delivers written notification to B that title to the
Building can be transferred, the sixth installment payment shall
be paid to S in either cash or a sight check. At the same time, S
shall deliver to B all paperwork and documents required for the
transferal of registration of the Building, but in any event the
date for such delivery shall be after October 1, 2000. In the
[*] - CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
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event that title to the Building can be transferred before
October 1, 2000, such date may be moved forward upon the written
agreement of B.
b. In the event that B, or any third party designated by B to hold
title in such party's name, borrows funds:
i. Within one day following (A) title registration in the
name of B or any such third party designated by B and
(B) the completion of loan application procedures with
the lender bank, such lender bank shall directly pay
such amount into the designated bank account of S.
ii. Within twenty (20) days after S delivers written
notification to B that title to the Building can be
transferred, B shall complete all relevant procedures
to apply for a bank loan. In the event that B fails to
meet this deadline, it shall be deemed that B will not
procure a bank loan. After B pays in full the
installment payments listed in Section 2, clauses 3, 4,
5, 6 and 7 of this Agreement and delivers to S the
"Payment Agreement Letter" executed by the lender bank,
S and B shall affix their respective seals on the title
transfer certificate.
iii. B hereby agrees that, following the procurement of a
collateralized loan with a bank using the Building and
the land on which the Building shall be located [*] as
collateral, the parties shall apply in a single
application for the registration of title transfer for
the Building and the land on which the Building shall
be located, and the establishment and registration of
collateral rights for the bank loan.
Section 3: Construction Schedule
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1. S estimates that the curtain wall of the Building will be completed
before July 15, 2000, and shall make its best efforts to adhere to
such estimated date.
2. S estimates that the use permit will be obtained before September 15,
2000, and shall make its best efforts to adhere to such estimated
date.
3. S estimates that it will make physical transfer of the Building before
October 15, 2000, and shall make its best efforts to adhere to such
estimated date.
Section 4: Transfer of Title
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1. In the event that B does not procure a loan:
a. At the time when B makes the sixth installment payment, S shall
affix its seal to and deliver to B the paperwork and official
documents required for the registration of the transfer of title
of the Building. In the event that such official documents are
incomplete or the procedure is not completed properly, so that
the need arises for S to affix its seal to or procure additional
official documents, S shall unconditionally cooperate in all
respects, and may not take advantage of any such situation by
rejecting a request for its cooperation or making any demands for
compensation. Any
[*] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
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violator of this clause shall be in breach of this Agreement and
shall be liable to reimburse B for its losses.
b. When registration of the transfer of title takes place, the
registration of such title transfer shall be in the name of B or
any third party designee of B.
2. In the event that B or the third-party registrant designated by B procures
a bank loan:
a. Upon discussion between the parties, they may jointly authorize
the firm of Land Registration Agent Lin Sheng-Yi (Land Scribe) to
execute the registration of the Real Property. Related fees shall
be borne by B.
b. The parties shall, within five (5) days following the completion
by B of the procedures set forth in Section 2, Clauses 3, 4, 5, 6
and 7, deliver to the Land Registration Agent (Land Scribe) the
paperwork and official documents required for the registration of
transfer of title, with their respective seals affixed thereto,
for execution of the procedures for registration of the
transferal of rights.
c. In the event that, due to the incompleteness of such official
documents or the improper execution of such procedures, so that
the need arises for S to affix its seal to or procure additional
official documents, S shall unconditionally cooperate in all
respects, and may not take advantage of any such situation by
rejecting a request for its cooperation or making any demands for
compensation. Any violator of this clause shall be in breach of
this Agreement and shall be liable to reimburse B for its losses
resulting from such violation.
d. Upon the execution of title transfer registration, title shall be
registered in the name of B or such third party registrant that
is designated by B. In the event that, for any reason
attributable to B, it is not possible to cooperate with the Land
Registration Agent (Land Scribe) and procure official documents
required for the transfer of title, so that the tax payments or
expenses of S are thereby increased, all such additional expenses
shall be borne by B, except for the portions of such additional
payments that are incurred before the delay and shall be payable
by both parties.
Section 5: Liability for Warrantee of Title and Authorization
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S hereby warrants that it possesses free and clear title to the Real Property,
that the Real Property has not been previously sold to other buyers, and that
that the Real Property does not encroach upon the land of any third parties.
In the event that a third party alleges any rights or establishes additional
rights or a lessee relationship, S shall assume responsibility for clearing
title before B makes the final installment payment so that B may take title
free and clear of any such claims. In the event that B incurs any losses as a
result of such third-party claims, S shall fully compensate B therefor.
Section 6: Assumption of Tax Payments
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1. The parties hereby agree that payment of the building tax, utilities and
other miscellaneous fees shall be borne by S before physical transfer of
the Building, and shall be borne by B after physical transfer of the
Building.
2. Payment of the registration fee for this transaction, the stamp tax, the
deed tax (including notarization fees) and witness certification fees
shall be borne by B. The land value increment tax and construction benefit
fee shall be borne by S. Neither party may renege on its obligations
hereunder, but in the event of an increase in the land value increment tax
resulting from a delay caused by B, then B shall bear any resulting
additional land value increment tax. (Land value increment tax paid
pursuant to this Agreement shall be based upon the publicly announced fair
market value of the Land applicable at such time.)
Section 7: Physical Transfer of Building
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1. The Building shall be transferred and taken possession of pursuant to a
punch-list physical inspection. B shall, at the time of transfer of the
building as notified by S, accept transfer and take possession after an
on-site inspection.
2. Before the punch-list inspection and transfer of the Building, in the
event of (a) occupation and use of the Building by a third party, (b) a
natural disaster or major geological change, or (c) other majeure events
resulting in damage or destruction, S shall assume responsibility for
mitigation and restoration, and shall not cause B to bear any loss or
liability, so that B takes the Building in a state of full completion.
Section 8: Liability for Breach
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1. In the event that either of the parties does not carry out its obligations
pursuant to this Agreement, and fails to cure such breach within two (2)
weeks after notification and request for cure from the non-breaching
party, the non-breaching party may immediately terminate this Agreement.
2. Upon the execution of this Agreement, the parties may not renege on this
Agreement or fail to execute their obligations hereunder; otherwise, such
breaching party shall be found in breach of this Agreement and shall be
dealt with accordingly.
3. In the event that B breaches this Agreement by refusing to purchase the
Real Property or acts in any other way so as to breach this Agreement, S
may, in addition to immediately terminating this Agreement, refuse to
refund any and all payments made by B up to the time of the applicable
breach. In the event that B makes any payment more than two (2) weeks
after such payment is due, B shall pay S a late penalty after the
expiration of such two-week cure period to be assessed in the amount of
two hundredths of one percent (0.02%) of the Total Purchase Price per day.
S may also terminate this Agreement, and may refuse to refund to B any and
all payments made by B up to the time of such termination; provided,
however, that in the event that title shall have already been transferred
to B and the Real Property shall have been transferred to B for B's use, B
shall unconditionally return the Real Property to S. B shall bear any
related costs.
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4. In the event that S refuses to sell in violation of this Agreement, is
unable to make any payment pursuant hereto, refuses to accept any payment
made to it pursuant hereto, or commits any other act in breach of this
Agreement, B may terminate this Agreement. In such event, S hereby agrees
to immediately refund in full to B all payments made by B pursuant to this
Agreement, and within five (5) days to return an amount to B equivalent to
twice the amount of all payments made by B to S up to the time of such
termination so as to compensate B for any losses due to the breach of this
Agreement. The parties shall apply at the same time to cancel any title
transfer that may be in progress at such time, and S shall bear any
resultant taxes or fees.
5. In the event that S is unable to (a) complete the curtain wall of the
Building within forty-five (45) days after the estimated completion date,
(b) is unable to obtain a use permit within sixty (60) days after the
estimated date for obtaining such use permit, or (c) is unable to execute
the physical transfer of the Building within sixty (60) days of the
estimated date for such physical transfer, each such estimated date being
set forth in Section 3 of this Agreement, then S shall pay B a late
penalty after the expiration of such relevant estimated date to be
assessed in the amount of two hundredths of one percent (0.02%) of the
Total Purchase Price per day. B may also terminate this Agreement, and
following such termination S hereby agrees to immediately refund in full
to B all payments made by B pursuant to this Agreement up to the date of
such termination, plus interest calculated at an annual rate of eight
percent (8%).
6. This Agreement shall become effective at the same time as the Real
Property Building Sale and Purchase Agreement, and any failure to carry
out obligations pursuant to one agreement shall be deemed a breach of both
agreements.
7. S estimates that title to the Building will be transferred to B before
October 15, 2000. In the event that S is unable to transfer title within
sixty (60) days following such estimated date, then S shall pay B a late
penalty after the expiration of such relevant estimated date to be
assessed in the amount of two hundredths of one percent (0.02%) of the
Total Purchase Price per day. B may also terminate this Agreement, and
following such termination S hereby agrees to immediately refund in full
to B all payments made by B pursuant to this Agreement up to the date of
such termination, plus interest calculated at an annual rate of eight
percent (8%).
8. In the event that B makes payment pursuant to this Agreement by sending
wired funds, the date of payment shall be the date when B wires such
funds, so that B shall be deemed to make payment in accordance with this
Agreement if the date when such payment is wired is within the date
specified herein. The date when S receives such wired funds shall not be
deemed the date of payment of such funds.
Section 9: In regard to the rights and obligations related to the Building, B
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has already carefully read the Agreement over a period of seven (7) days and
agrees to act in accordance with the provisions of this Agreement. In the event
that B transfers the rights and obligations pursuant to this Agreement to a
third party, B shall obtain the approval of S; provided, however, that such
approval shall not be required if B is acquired by or merges with a company
possessing comparable financial strength to that of B.
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Section 10: Unperformed Works
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In the event that works pursuant to this Agreement are not fully performed, all
such matters shall be resolved in accordance with applicable laws, regulations
and good practices, and in good faith.
Section 11: The exhibits to this Agreement shall have the same effect as this
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Agreement. This Agreement shall become effective at the same time as the Real
Property Building Sale and Purchase Agreement, and a breach of any part of
either agreement shall be deemed a breach of both agreements.
Section 12: Severability
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The parties have executed this Agreement by signing it and affixing their seals
to it, and neither party shall renege. This Agreement has been executed in two
copies for the purpose of preventing the parties from relying upon unverifiable
oral understandings. This Agreement shall be signed and shall have seals affixed
by both parties. Each party shall hold one copy of this Agreement. (When the
parties contact each other or notify each other of works to be performed,
written notice shall be delivered via registered mail to the parties at the
addresses listed on this Agreement, and in the event that delivery of such
notices is refused or such notices are returned to the sender, then notice shall
be deemed given on the date of attempted delivery. If either party has a change
of address, such party shall give immediate written notification to the other
party; otherwise the other party may still deliver notice to the address listed
on this Agreement.)
Section 13: Jurisdiction
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All works that are contemplated by this Agreement but that are not fully
performed shall be negotiated and handled in accordance with applicable laws and
regulations, practices, good faith and fair dealing. In the event of any dispute
giving rise to litigation, the parties hereby agree that jurisdiction for
initial proceedings shall be laid at the local court serving the jurisdiction
encompassing the land upon which the Building is located.
This Agreement is hereby executed by the following parties:
Buyer (B): iAsiaWorks, Inc.
Legal Representative/ /s/ David S. Holub
Responsible Party: David S. Holub
Address: 2000 Alameda de las Pulgas, Suite 125
San Mateo, CA 94403 U.S.A.
Seller (S): Bruce Hsieh /s/ Bruce Hsieh
ID Number: A110777635
Mailing Address: Ho Hsing Road, Alley 6, No. 10, 3F
Wen Shan District, Taipei City
Tel.: 2362-3966
May 17, 2000
