Exercise
16
ARTICLE VII
SHARES OF STOCK
Section
34. Form and Execution of Certificates.
Certificates
for the share of stock of the corporation shall be in such form as is
consistent with the Certificate of Incorporation and applicable law. Every
holder of stock in the corporation shall be entitled to have a certificate
signed by or in the name of the corporation by the Chairman of the Board of
Directors, or the President or any Vice President and by the Treasurer or
Assistant Treasurer or the Secretary or Assistant Secretary, certifying the
number of shares owned by him in the corporation. Where such certificate is
countersigned by a transfer agent other than the corporation or its employee,
any other signature on the certificate may be a facsimile. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued with
the same effect as if he were such officer, transfer agent, or registrar at the
date of issue. Each certificate shall state upon the face or back thereof, in
full or in summary, all of the designations, preferences, limitations,
restrictions on transfer and relative rights of the shares authorized to be
issued. (Del. Code Ann., tit. 8, S 158)
Section
35. Lost Certificates.
A new
certificate or certificates shall be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen, or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen, or destroyed. The
corporation may require, as a condition precedent to the issuance of a new
certificate or certificates, the owner of such lost, stolen, or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require or to give the corporation a surety bond in
such form and amount as it may direct as indemnity against any claim that may
be made against the corporation with respect to the certificate alleged to have
been lost, stolen, or destroyed. (Del. Code Ann., tit.8, S 167)
Exercise 17
Political Subject
(Source: Reading Text by Daniel Castelo)
In my
view, such a conviction suffers from historical amnesia and intellectual
shallowness. It is; more the product of the intricate western ideological
control systems than of any rigorous analysis or understanding of the past and present.
In one stroke, the crime perpetrated by the United States and the Wes during
the Cold war are absolved, and their tarnished image is polished and redeemed.
Hence, the unjust Western dominated global order is – and has for centuries
been – represented as benign and benevolent. Examining the second half of the twentieth
century, Edward said, a leading scholar of the wet culture and imperialism,
emphasizes “the community of the ideological need to since the ninetieth century, and even
earlier. Simply put, the complete –break –with- the past scenario is a
deception, a great and global one indeed! Continuities between the old and the
new world orders are rife, and it takes a great deal of intellectual and
ideological obfuscation to miss them. A closer look reveals that the new global
order is in essence the old wine in a new bottle”
Exercise 18
Joint
Operation
PURI CASABLANCA PROJECT
JL. …. Menteng Dalam, Jakarta 12870
 |
Jakarta, 4th September 1998 Ref.:
CG/ /98.15894/DD/sr
PT. ABC
Puri Casablanca, Tower Dahlia 2nd FI.
Jl. Casablanca Kav. 7
Jakarta 12870
Attn.: Mr. ……
Dear Sir,
We refer to your letter CASA/LTR/VIII/A.5133.98 of 12 August 1998.
Our “Final Account and Final Statement” were issued on 23 March 1998 “on the basis that a
statement of Practical Completion
should have been issued by Employer with effect from 24 December 1997”.
As you correctly state, at the time of your above-referenced letter, no
statement of Practical Completion had been issued.
Faced with your continued withholding of the statement of Practical
Completion, we informed you on 06 May 1998 that either you should immediately
issue a statement that the Works were Practically Complete on 24 December 1997
or you should consider our “Final Account and Final Statement” as an
Application for Interim Payment and deal with it accordingly. You chose to do
neither and continued to adopt an ambiguous stance until the date of your letter.
Only now, three months later and after several requests from us, do you
detail your reasons for refusing payment.
Principal among these is our alleged liability for Liquidated and
Ascertained Damages. Almost eight months after your first deduction of
Liquidated and Ascertained Damages, you have at last provided us with your
calculation. We note from this that:
·
on 02 January 1998, when you
advised us that according to your calculation our liability for liquidated and
Ascertained Damages was equal to 7% of the Contract Sum, this was not the case;
·
the Contract Sum which you have
used for the calculation significantly exceeds the Contract Sum quoted your
attached “Draft Final Account”,
·
Certain of the hand – over dates
used by you do not correspond to the dates on your Certificates of Partial
Possession;
·
You have taken no account of the
Completion Date of 31 August 1997 which you had previously stated would apply
to certain areas of the Works.
Above all, we note that you have taken no further account of our
Interim Application for Extensions of time and Reimbursement of loss &
Expense in relation to which, further information was supplied to you more than
two months ago. Nor have you taken any account of the concerns repeatedly
expressed by us that your Certificates Of Practical Completion do not reflect
the dates when areas of the Works were taken for your use and the use of apartment
residents.
Please be informed that we cannot accept your position.
We consider that:
·
You have unreasonably withheld
the statement of Practical Completion;
·
You delayed taking possession of
areas which were available to you;
·
You have incorrectly recorded the
dates at which possession was taken;
·
You have failed to make fair and
reasonable extensions of time;
·
You have incorrectly deducted
Liquidated and Ascertained Damages;
·
You have unreasonably delayed
release of retention money;
·
You have failed to make payment
of the fair value of Changes to the Employer’s Requirements;
·
You have failed to reimburse the
loss and expense caused by the disturbance to progress;
·
You have failed to make payment
in accordance with Clause 33.
Accordingly, we consider that we are in dispute and we request that you
appoint an arbitrator in accordance with Article 5 of the Article of Agreement.
For your information, we have appointed Mr. ….. and he has accepted the appointment.
Your faithfully
Mr. ……
Exercise 19
6. IMPOSITION OF PENALTY
6,1. Payment of Impositions. The
Tenant shall pay or cause to be paid all Impositions within seven (7) days of receipt
of an invoice or other notice requiring payment thereof and. In any event, before
any fine, penalty, interest or cost may be added thereto for the non –payment
thereof provided however that any
Imposition relating to a fiscal period
of a taxing authority, a part of which is included within the term of this
Lease and a part of which is
included in a period of time prior to
the Commencement Date or after the expiration of the term of this Lease, shall
( whether or not such imposition shall become
due and payable during the term
of the Lease ) be adjusted between the landlord and the Tenant as at the
Commencement Date or provided that no Event of
Default shall then exist hereunder, as at the expiration of the term of
the Lease. As the case may be.
6.2. Non- Payment Of Income Texas. Nothing herein contained shall require the Tenant to pay capital levy
or personal income, company franchise, excess profits, estate, succession,
inheritance or transfer taxes, if any, of the Landlord; provided however that
if at any time during the term of this Lease, in lieu of the whole or any part
of any taxes, assessments, levies or charges levied, assessed or imposed on
real estate and the Improvements thereon, there shall be assessed on the
Landlord a capital levy or other tax directly on the rents received therefrom
and/or a franchise tax, assessment, levy or charge measured by or based, in
whole or in part, upon such rents or any Improvements on the Premises, then all
such additional taxes, assessments, levies or charges, or the part thereof so
measured or based, shall be deemed to be included within the term “Imposition”
for the purposes hereof, and the Tenant shall pay and discharge the same as
herein provided in respect of the payment of Impositions.
Exercise 20
Articles of Agreement
This Articles of
Agreement is made and entered into on the _______ day of______________ 2007
By and between
PT. ______________________
of (or whose
registered office is situated at) # 11 Wisma Rajawali, Jalan Jenderal Sudirman,
Kav. 34, Jakarta 10220 – Indonesia.
(hereinafter
called “the Employer”) of the one part
and
SAE JOINT OPERATION
of (or whose
registered office is situated at) C/O SAE --------, 100 JL. Bangka Raya, Pela
Mampang, Jakarta 12720 (hereinafter called “the Contractor”) of the other part.
Whereas
First Recital
The Employer is desirous of obtaining
the construction of CASA GRANDE CONDOMINIUMS (hereinafter called “the Works”)
at JL. Casablanca, Jakarta for which Works he has issued to the Contractor his
requirements (hereinafter referred to as the Employer’s Requirements):
Second Recital
The Contractor has submitted proposals
for carrying out the Works (hereinafter referred to as “the Contractor’s
Proposals’) which include the statement of the sum which he will require for
carrying out that which is necessary for completing all the Works in accordance
with the Conditions, and has also submitted an analysis of that sum
(hereinafter referred to as the Contract sum Analysis) which is annexed to the
Contractor’s Proposals:
Third Recital
The Employer has examined the
Contractor’s Proposals and the Contract Sum Analysis subject to the Conditions
hereinafter contained, is satisfied that they appear to meet the Employer’s
Requirements :
Now it is hereby
agreed as follows:
Article 1 – Contractor’s Obligations
For the
consideration mentioned in Article 2 of these Articles of Agreement, the
Contractor will upon and subject to the Conditions annexed hereto both complete
the design for the Works and carry out and complete the construction of the
Works.
Article 2 – Contract Sum
The Employer will
pay to the Contractor the sum of Indonesian Rupiah One Hundred and Forty Six
Billion Two Hundred and One Million Three Hundred and Ninety Three Thousand and
Fifteen (IDR146.201.393.015) only, (excluding VAT) (hereinafter referred to as
“the Contract Sum”) or such other sum as shall become payable hereunder at the
time and in the manner specified in the Conditions.
Article 3 – Employer’s Agent
_____________
To Be Notified ______________
or such other
person as the Employer shall nominate in his place for the purpose shall be the
Employer’s agent referred to in clauses 5.4 and 11 and, save to the extent
which the Employer may otherwise specify by written notice to the Contractor,
for the receiving or issuing of such applications, consents, instructions,
notices, requests or statements or for otherwise acting for the Employer under
any other of the Conditions.
Article 4 – Employer’s Requirements and
Contractor’s Proposal
The Employer’s Requirements,
the Contractor’s Proposals and the Contract Sum Analysis have been signed by
the Parties and are identified in Appendix 3 to the Conditions.
Article 5 – Settlement of Disputes – Arbitration
5.1 In case any
dispute or difference shall arise between the Employer and the Contractor,
either during the Arbitration progress or after the completion or abandonment
of the Works, as to
5.1.1. the
construction of this contract, or
5.1.2. any
matter or thing of whatsoever nature
arising hereunder or connection herewith. Then such dispute or
difference shall be and is hereby referred to a Board of Arbitration. The Board
of Arbitration shall consist of two arbitrators one of whom shall be appointed
by the Employer and one by the Contractor, in turn the two arbitrators shall
mutually agree upon a third arbitrator who shall act as Umpire. Should the two
arbitrators first appointed fail within thirty days following appointment of
the last one of the two arbitrators to be appointed to agree upon the Umpire
then upon the request of either the Employer or the Contractor, an Umpire is to
be appointed by the person named in Appendix 1 to the Conditions. Should either
the Employer or the Contractor fail to appoint an arbitrator within two weeks
after receipt of written request from the other party to do so, the arbitrator
chosen by the other party shall sit alone as the Board of Arbitration.
5.2.
Such reference, except
5.2.1. On the
questions
whether or not the issue of an instruction is empowered by the Conditions
: or
whether or not a payment has been improperly withheld :
or
whether a payment is not in accordance with the
Conditions : or
whether either party has withheld or delayed a consent
or statement where such consent or statement is not to be unreasonably withheld
or delayed : or
5.2.2. on
any dispute or difference under clause 4.1.1. in regard to a reasonable
objection by the Contractor, and clauses 25, 32 and 33.
Shall not be opened until after Practical Completion or alleged Practical
Completion of the Works or termination or alleged termination of the
Contractor’s employment under this Contract or abandonment of the Works, unless
with the written consent of the Employer and the Contractor.
5.3 Subject to the
provisions of clauses 4.2 and 30.8 the
Board of Arbitration shall without prejudice to the generality of its powers,
have power to direct such measurements and/or valuations as may in its opinion
be desirable in order to determine the rights of the parties and to ascertain
and award any sum which ought to have been the subject of or included in any
payment and to open up, review and revise any account, opinion, decision,
requirement or notice and to determine all matters in dispute which shall be
submitted to it in the same manners as if no such account, opinion, decision,
requirement or notice had been given.
5.4 The award of such Board of
Arbitration shall be made by a majority vote among the members and shall be
final and binding on the parties.
5.5 The Arbitration
shall take place in Jakarta. Each party shall pay the expense of its own
arbitrator and half the expenses of the Arbitration which shall be determined
by its own rules of procedure, but these will always comply with the
requirements of the Laws of Indonesia.
5.6
Whatever the nationality, residence or domicile
of the Employer, the Contractor, any subcontractor or supplier or the
Arbitrator, and whatever the Works or any part thereof are situated, the law of
Indonesia shall be the proper law of this Contract.
Signed by or on
behalf of the Employer: PT.
___________________________________________________________________
In the presence
of:
Signed by or on
behalf of the Contractor:
___________________________________________________________________
In the presence
of:
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