Agreement for Sale of Property, dated December 21, 2009, Shandong the Fifth Season Commercial Investment Co., Ltd and Zibo Tongxinde Trade Co., Ltd Development Co., Ltd

EX-10.11 12 exhibit10-11.htm EXHIBIT 10.11 Fifth Season International Inc.: Exhibit 10.11 - Filed by newsfilecorp.com

Exhibit 10.11

Agreement for Sale of Property

Party A: Zibo Tongxinde Trade Co., Ltd.(Sellor)

Party B: Shandong the Fifth Season Commercial Investment Co., Ltd.(Purchaser)

  • General Information
  • Pursuant to the contract entered on December 21, 2009, Party B will buy the property from Party A, located in the business building, from the third floor to the fourth floor, of No. 9 Chengdong Banshichu Street, Boshan District, Zibo City, Shandong Province and covered approximately 15,509.42 sq.m., with the use right tothe outside square of 3200 sq.m. and underground garage of 7748.39 sq.m..
  • Fees of the Property and Payment Arrangement

  • The total fees of the property will be RMB 45,000,000 yuan.

  • 1st payment: RMB 10,000,000 yuan within 15 days after the assignment of this agreement as earnest money
    2 nd payment: RMB 15,000,000 yuan by February 1, 2010
    3 rd payment: RMB 10,000,000 yuan by March 1, 2010
    4 th payment: RMB 10,000,000 yuan by April 1, 2010

  • Handover Arrangement and Transfer of Risk
  • Party A and Party B will perform the handover procedure on December 25, 2009 (temporarily designated handover date and subject to actual handover date) and the risk of the property will transfer from Party A to Party B on the actual day of handover.
  • Guarantee of Party A
  • Party A guarantees to own the ownership right to the said property and totally entitled to sell the property. In addition, the property has no mortgage on it and Party A has paid off all of the necessary costs for the building of the property.
  • Guarantee of Party B
  • Party B guarantees to be fully authorized to purchase the property and will pay to Party A as scheduled.
  • Breach of the Agreement
  • When Party A breaches the contract and leads the performance of the contract unavailable, Party A shall bear the responsibility of breach of the contract, pay the indemnities to Party B and pay the liquidated damages to Party B according to either 1‰ of the total amount of the property payment per day, or double earnest money penalty provision.
  • When Party B breaches the contract, Party B shall bear the responsibility of breach of the contract, pay the indemnities to Party A. If Party B fails to pay as scheduled, Party B shall pay the liquidated damages to Party A at the rate of 0.3‰ of the due payment per day.
  • Headlines of the articles omitted
  • Confidentiality
  • Validity, Modification and Termination of Contract
  • Force Majeure
  • Dispute Settlement
  • Miscellaneous

Signature Page

Party A: Zibo Tongxinde Trade Co., Ltd.
By: /seal/ Zibo Tongxinde Trade Co., Ltd.
Date: December 21, 2009

Party B: The Fifth Season Shandong Commercial Investment & Management Co., Ltd.
By: /seal/ The Fifth Season Shandong Commercial Investment & Management Co., Ltd.
Date: December 21, 2009