Exhibit
10.39.1
JOINT VENTURE TERMINATION
AGREEMENT
This Joint Venture Termination
Agreement (“ Agreement ”) is made on this
31st day of March, 2006, by and between:
DATAMATICS TECHNOLOGIES
LIMITED , a company
incorporated in India under the Companies Act, 1956 and having its
registered office at Unit #117-120, SDF IV, SEEPZ, Andheri (East),
Mumbai 400 096, India (hereinafter referred to as “
Datamatics ” which expression shall unless
repugnant to the context thereof mean and include its successors
and assigns) of the First Part .
And
CADMUS KNOWLEDGEWORKS
INTERNATIONAL LTD. , a
company duly incorporated and existing under the laws of Mauritius
and having its registered office at c/o Abacus Financial Services
(Mauritius) Limited, Third Floor, TM Building, Pope Hennessy
Street, Port Louis, Republic of Mauritius (hereinafter referred to
as “ Cadmus ” which expression shall
unless repugnant to the context thereof mean and include its
successors and assigns) of the Second Part .
And
KNOWLEDGEWORKS GLOBAL
LIMITED , a company
incorporated in India under the Companies Act, 1956 and having its
registered office at Marwah Centre, 5th Floor, Krishanlal Marwah
Marg, Andheri (East), Mumbai - 400072, India (hereinafter referred
to as the “ Company ”) of the Third
Part .
Datamatics, Cadmus and the Company
are individually referred to as such and collectively referred to
as the “ Parties ” in this
Agreement.
WHEREAS
:
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A.
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Datamatics and
Cadmus have entered into a Joint Venture Agreement dated
June 30, 2003, to establish a joint venture in India for
undertaking the business of providing content management, content
processing and other services to Cadmus Professional Communications
and other customers, to which agreement the Company has executed a
deed of adherence dated March 29, 2004, and Amendment to
Joint Venture Agreement dated March 31, 2004 (the
aforesaid Joint Venture Agreement and Amendment to Joint Venture
Agreement are collectively referred to as the “ Joint
Venture Agreements ”).
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B.
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Datamatics and
Cadmus have held discussions pursuant to which, Datamatics has
agreed and consented to sell to Cadmus its entire shareholding
(held by itself and jointly with an individual) in the Company,
comprising of 100,100 equity shares, amounting to 20% of the entire
issued and paid up share capital of the Company (“ DTL
Shares ”) for such consideration as mutually
agreed to between Datamatics and Cadmus;
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1
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C.
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Subsequent to
the agreement of Datamatics to sell the DTL Shares to Cadmus, the
Parties have decided to terminate their joint venture relationship
as stated in the Joint Venture Agreements on terms and conditions
as detailed hereunder.
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NOW THEREFORE
, in consideration of the mutual
covenants herein contained, and other good and valuable
consideration the receipt and adequacy of which is hereby
acknowledged, the Parties agree as follows:
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1.
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In
consideration of the total Consideration (as that term is defined
hereinafter) in respect of the acquisition by Cadmus of the DTL
Shares payable by Cadmus to Datamatics (in terms of Clause 2
below), the Parties hereto mutually agree that the Joint Venture
Agreements shall stand terminated on and from the date of the Board
of Directors of the Company approving and recording the transfer of
the DTL Shares to Cadmus. Accordingly, except as provided in Clause
3, the Parties agree that all rights and obligations of the Parties
under the said Joint Venture Agreements shall stand terminated in
entirety and be without any liabilities or claims whatsoever to
Datamatics, Cadmus or KGL, as the case may be.
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2.
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It is expressly
agreed and acknowledged by each of Datamatics and Cadmus that in
consideration of the acquisition by Cadmus of the DTL Shares,
Cadmus shall as total consideration thereof pay to Datamatics USD
1.5 million (referred to herein as the “
Consideration ”) through normal banking
channels, in Datamatics designated bank account detailed in
Annexure I hereto at the time of submitting the Form
FC-TRS (and other necessary documents) with the authorised dealer/
banker of Datamatics in respect of the transfer of the DTL Shares
to Cadmus.
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3.
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The termination
of the Joint Venture Agreements shall not relieve the Parties of
their obligations under Section 10, Section 11,
Section 13, Section 15.2, Section 16,
Section 17.3, Section 17.4 and Section 17.5 of the
aforesaid Joint Venture Agreement dated June 30,
2003.
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4.
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Each of the
Parties represents and warrants that:
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(i)
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they have not
entered into any arrangements, understandings or agreements,
whether contingent or not, which would adversely affect the
implementation of this Agreement;
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(ii)
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they have the
power and authority to enter into this Agreement and to perform its
obligations under this Agreement, all of which have b
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