EXHIBIT 3.1
Reorganization and
Stock Purchase Agreement
By and Between
iLive, Inc.
A Nevada Corporation
And
Fig Tree Capital, Ltd.
A California Corporation
TABLE OF CONTENTS
ARTICLE 1................................................................................................4
SALE AND PURCHASE OF THE SHARES..........................................................................4
1.1 Sale of the APC Shares..........................................................................4
1.2 Instruments of Conveyance and Transfer..........................................................4
ARTICLE 2................................................................................................4
REPRESENTATIONS AND WARRANTIES...........................................................................4
2.1 Representations and Warranties..................................................................5
2.1.1 Authority of iLive.........................................................................5
2.1.2 Existence and Authority of APC............................................................5
2.1.3 Capitalization of APC.....................................................................5
2.1.4 Subsidiaries..............................................................................6
2.1.5 Execution of Agreement....................................................................6
2.1.6 Taxes. ..................................................................................6
2.1.6.1.........................................................................................7
2.1.6.2.........................................................................................7
2.1.7 Disputes and Litigation...................................................................7
2.1.8 Compliance with laws......................................................................8
2.1.9 Guaranties................................................................................8
2.1.9 Books and Records.........................................................................8
2.2 Representations and Warranties of Powerhouse....................................................9
2.2.1 Corporate Existence and Authority of Powerhouse...........................................9
2.2.2 Subsidiaries..............................................................................9
2.2.3 Execution of Agreement....................................................................9
2.2.4 Taxes....................................................................................10
2.2.4.1........................................................................................10
2.2.4.2........................................................................................10
2.2.4.3........................................................................................10
2.2.5 Disputes and Litigation..................................................................10
2.2.6 Compliance with laws.....................................................................11
2.2.7 Guaranties...............................................................................12
2.2.8 Books and Records........................................................................12
ARTICLE 3.........................................................................................12
CLOSING AND DELIVERY OF DOCUMENTS.................................................................12
3.1 Closing........................................................................................12
3.2 Delivery by the Shareholders:..................................................................12
3.3 Delivery by Powerhouse:........................................................................12
ARTICLE 4...............................................................................................13
TERMINATION, AMENDMENT AND WAIVER.......................................................................13
4.1 Termination....................................................................................13
4.2 Waiver and Amendment...........................................................................13
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ARTICLE 5...............................................................................................13
COVENANTS...............................................................................................13
5.1..................................................................................................13
5.1.1 Notices and Approvals....................................................................14
5.1.2 Information for Powerhouse's Statements and Applications.................................14
5.1.3 Access to Information....................................................................14
5.2..................................................................................................14
5.2.1 Access to Information....................................................................15
ARTICLE 6...............................................................................................15
MISCELLANEOUS...........................................................................................15
6.1 Expenses.......................................................................................15
6.2 Notices........................................................................................15
6.3 Entire Agreement...............................................................................16
6.4 Survival of Representation.....................................................................16
6.5 Incorporated by Reference......................................................................17
6.6 Remedies Cumulative............................................................................17
6.7 Execution of Additional Documents..............................................................17
6.8 Finder's and Related Fees......................................................................17
6.9 Governing Law..................................................................................17
6.10 Forum.......................................................................................18
6.11 Binding Effect and Assignment...............................................................18
6.12 Counterparts................................................................................18
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REORGANIZATION AND STOCKPURCHASE AGREEMENT ("Agreement"), dated September 30,
2001 (the "Effective Date"), by and among iLive, Inc., a Nevada corporation
(hereinafter called "iLive")), Fig Tree Capital, LTD, a California corporation
(hereinafter "FTC").
WITNESSETH
WHEREAS, iLive, Inc. a Nevada Corporation ("iLive") desires to sell
100% of the Shares of the ownership interests of Asia Pacific Co., LTD., a Niue
Corporation (the "APC Shares"), on the terms and conditions set forth in this
Reorganization and stock Purchase Agreement (hereinafter called "Agreement")
WHEREAS, Fig Tree Capital, LTD. desires to purchase 100% of the Shares
of the ownership interests of Asia Pacific Co., LTD., a Niue Corporation for
consideration of Ten Thousand Dollars ($10,000) from iLive on the terms and
conditions set forth in the Agreement.
NOW THEREFORE, in consideration of the premises and respective mutual
agreements, convenants, representations and warranties herein contained, it is
agreed between the parties hereto as follows:
ARTICLE 1
SALE AND PURCHASE OF THE SHARES
1.1 Sale of the APC Shares.
At the Closing, subject to the terms and conditions herein set forth,
and on the basis of the representations, warranties and agreements
herein contained, iLive shall sell the APC shares, and FTC shall
purchase from iLive, the APC Shares for Ten Thousand Dollars ($10,000).
1.2 Instruments of Conveyance and Transfer.
At the Closing, iLive shall deliver certificates representing the APC
Shares to FTC, in form and substance satisfactory to FTC as shall be
effective to vest in FTC all right, title and interest in and to all of
the APC Shares. Within 90 days of the Closing, FTC shall deliver Ten
Thousand Dollars to iLive for consideration.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
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2.1 Representations and Warranties of iLive
To induce FTC to enter into this Agreement and to consummate the
transactions contemplated hereby, iLive represents and warrants, as of
the date hereof and as of the Closing, as follows:
2.1.1 Authority of iLive
The Directors of iLive have the full right, power and
authority to enter into this Agreement and to carry out and
consummate the transaction contemplated herein. This Agreement
constitutes the legal, valid and binding obligation of iLive.
2.1.2 Existence and Authority of APC
APC is a Niue Corporation duly organized, validly existing and
in good standing under the laws of the Country of Niue. It has
all requisite corporate power, franchises, licenses, permits
and authority to own its properties and assets and to carry on
its business as it has been and is being conducted. It is in
good standing in each state, nation or other jurisdiction in
each state, nation or other jurisdiction wherein the character
of the business transacted by it makes such qualification
necessary.
2.1.3 Capitalization of APC.
The authorized owner interest of APC consists of 10,000,000
Shares of Common Stock of which 6,900,000 are issued and
outstanding. No other shares of APC are issued and
outstanding. All of the issued and outstanding Shares have
been duly and validly issued in accordance and compliance with
all applicable laws, rules and regulations and are fully paid
and on assessable. There are no options, warrants, rights,
calls, commitments, plans, contracts or other agreements of
any character granted or issued by APC which provide for the
purchase, issuance or transfer of any Shares of the ownership
interest of APC nor are there any outstanding securities
granted or issued by APC that are convertible into any Shares
of the ownership securities of APC, and none is authorized.
APC is not obligated or committed to purchase, redeem or
otherwise acquire any of its equity. All presently exercisable
voting rights in APC are vested exclusively in its outstanding
Shareholders interests, each share of which is entitled to one
vote on every matter to come before it's shareholders, and
other than as may be contemplated by this Agreement, there are
no voting trusts or other voting arrangements with respect to
any of APC's Shareholders interests.
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2.1.4 Subsidiaries
"Subsidiary" or "Subsidiaries" means all corporations, trusts,
partnerships, associations, joint ventures or other Persons,
as defined below, of which a corporation or any other
Subsidiary of such corporation owns not less than twenty
percent (20%) of the voting securities or other equity or of
which such corporation or any other Subsidiary of such
corporation possesses, directly or indirectly, the power to
direct or cause the direction of the management and policies,
whether through ownership of voting Shares, management
contracts or otherwise. "Person" means any individual,
corporation, trust, association, partnership, proprietorship,
joint venture or other entity. There are no Subsidiaries of
APC.
2.1.5 Execution of Agreement
The execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated hereby will not:
(a) violate, conflict with, modify or cause any default under
or acceleration of (or give any party any right to declare any
default or acceleration upon notice or passage of time or
both), in whole or in part, any charter, bylaw, mortgage,
lien, deed of trust, indenture, lease, agreement, instrument,
order, injunction, decree, judgment, law or any other
restriction of any kind to which either iLive are a party or
by which either of them or any of their properties are bound;
(b) result in the creation of any security interest, lien,
encumbrance, adverse claim, proscription or restriction on any
property asset (whether real, personal, mixed, tangible or
intangible), right, contract, agreement or business of iLive;
(c) violate any law, rule or regulation of any federal or
state regulatory agency; or (d) permit any federal or state
regulatory agency to impose any restrictions or limitations of
any nature on iLive or any of their respective actions.
2.1.6 Taxes.
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2.1.6.1
All taxes, assessments, fees, penalties, interest and
other governmental charges with respect to APC which
have become due and payable on the date hereof may or
many not have been paid in full or adequately
reserved against by iLive, (including without
limitation, income, property, sales, use, franchise,
capital stock, excise, added value, employees' income
withholding, social security and unemployment taxes),
and all interest and penalties there on with respect
to the periods then ended and for all periods
thereto;
2.1.6.2
The consummation of the transactions contemplated by
this Agreement will not result in the imposition of
any additional taxes on or assessments against iLive.
2.1.7 Disputes and Litigation.
ILive does not make any guarantee or representation that there
is no suit, action, litigation, proceeding, investigation,
claim, complaint, or accusation pending, threatened against or
affecting APC or any of its properties, assets or business or
to which APC is a party, in any court or before any arbitrator
of any kind or before or by any governmental agency
(including, without limitation, any federal, state, local,
foreign or other governmental department, commission, board,
bureau, agency or instrumentality), and does not make any
guarantee or representation that there is no basis for such
suit, action, litigation, proceeding investigation, claim,
complaint, or accusation; (b) or that there is no pending or
threatened change in any environmental, zoning or building
laws, regulations or ordinances which affect or could affect
APC or any of its properties, assets or businesses; and that
there is no outstanding order, writ, injunction, decree,
judgment or award by any court, arbitrator or governmental
body against or affecting APC or any of its properties, assets
or business. Nor does iLive make any guarantee or
representation that there is no litigation, proceeding,
investigation, claim, complaint or accusation, formal or
informal, or arbitration pending, or any of the aforesaid
threatened, or any contingent liability which would give rise
to any right of indemnification or similar right on the part
of any director or officer of APC or any such person's heirs,
executors or administrators as against APC.
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2.1.8 Compliance with laws.
To the best of its knowledge, without guarantee, iLive
believes that APC has at all times been, and presently is, in
full compliance with, and has not received notice of any
claimed violation of, any applicable federal, state, local,
foreign and other laws, rules and regulations. APC has filed
all returns, reports and other documents and furnished all
information required or requested by any federal, state, local
or foreign governmental agency and all such returns, reports
documents and information are true and complete in all
respects. All permits, licenses, orders, franchises and
approvals of all federal, state, local or foreign governmental
or regulatory bodies required of APC for the conduct of its
business have been obtained, no violations are or have been
recorded in respect of any such permits, licenses, orders,
franchises and approvals, and there is no litigation,
proceeding, investigation, arbitration, claim, complaint or
accusation, formal or informal, pending or threatened, which
may revoke, limit, or question the validity, sufficiency or
continuance of any such permit, license, order franchise or
approval. Such permits, licenses, orders, franchises and
approvals are valid and sufficient for all activities
presently carried on by APC.
2.1.9 Guaranties
To the best of its knowledge, without guarantee, iLive
believes that APC has not guaranteed any dividend, obligation
or indebtedness of any Person; nor has any Person guaranteed
any dividend, obligation or indebtedness of APC.
2.1.9 Books and Records
To the best of its knowledge, without guarantee, iLive
believes that APC keeps its books, records and accounts
(including, without limitation, those kept for financial
reporting purposes and for tax purposes) in accordance with
good business practice and in sufficient detail to reflect the
transactions and dispositions of its assets, liabilities and
equities. The minute books of the APC contain records of its
Shareholders' and directors' meetings and of action taken by
Shareholders and directors. The meeting of directors and
Shareholders referred to in such minute books were duly called
and held, and the resolutions appearing in such minute books
were duly adopted. The signatures appearing on all documents
contained in such minute books are the true signatures of the
persons purporting to have signed the same.
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2.2 Representations and Warranties of FTC
To induce iLive to enter into this Agreement and to consummate the
transactions contemplated hereby, FTC represents and warrants, as of
the date hereof and as of the Closing, as follows:
2.2.1 Corporate Existence and Authority of FTC
FTC is a corporation duly organized, validly existing and in
good standing under the laws of the State of California. It
has all requisite corporate power, franchises, licenses,
permits and authority to own its properties and assets and to
carry on its business as it has been and is being conducted.
It is in good standing in each state, nation or other
jurisdiction in each state, nation or other jurisdiction
wherein the character of the business transacted by it makes
such qualification necessary.
2.2.2 Subsidiaries
FTC does not have any wholly owned subsidiaries. FTC will
hold, Asia Pacific Co., LTD as a subsidiary.
2.2.3 Execution of Agreement
The execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated hereby will not:
(a) violate, conflict with, modify or cause any default under
or acceleration of (or give any party any right to declare any
default or acceleration upon notice or passage of time or
both), in whole or in part, any charter, article of
incorporation, bylaw, mortgage, lien, deed of trust,
indenture, lease, agreement, instrument, order, injunction,
decree, judgment, law or any other restriction of any kind to
which FTC is a party or by which it or any of its properties
are bound; (b) result in the creation of any security
interest, lien, encumbrance, adverse claim, proscription or
restriction on any property or asset (whether real, personal,
mixed, tangible or intangible), right, contract, agreement or
business of FTC; (c) violate any law, rule or regulation of
any federal or state regulatory agency; or (d) permit any
federal or state regulatory agency to impose any restrictions
or limitations of any nature on FTC or any of its actions.
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2.2.4 Taxes
2.2.5.1
All taxes, assessments, fees, penalties, interest and
other governmental charges with respect to FTC which
have become due and payable on the date hereof have
been paid in full or adequately reserved against by
FTC, including without limitation, income, property,
sales, use, franchise, capital stock, excise, added
value, employees' income withholding, social security
and unemployment taxes), and all interest and
penalties thereon with respect to the periods then
ended and for all periods thereto;
2.2.5.2
There are no agreements, waivers or other
arrangements providing for an extension of time with
respect to the assessment of any tax or deficiency
against FTC, nor are there any actions, suits,
proceedings, investigations or claims now pending
against FTC, nor are there any actions, suits,
proceedings, investigations or claims now pending
against FTC, nor are there any actions, suits,
proceedings, investigations or claims now pending
against FTC in respect to any tax or assessment, or
any matters under discussion with any federal, state,
local or foreign authority relating to any taxes or
assessments, or any claims for additional taxes or
assessments asserted by any such authority, and there
is no basis for the assertion of any additional taxes
or assessments against FTC, and
2.2.5.3
The consummation of the transactions contemplated by
this Agreement will not result in the imposition of
any additional taxes on or assessments against FTC.
2.2.5 Disputes and Litigation
There is no suit, action, litigation, proceeding,
investigation, claim, compliant, or accusation pending,
threatened against or affecting FTC or any of its properties,
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assets or business or to which or to which FTC is a party, in
any court or before any arbitrator of any kind or before or by
any governmental agency (including, without limitation, any
federal, state, local, foreign or other governmental
department, commission, board, bureau, agency or
instrumentality), and there is no basis for such suit, action,
litigation, proceeding, investigation, claim, complaint, or
accusation; (b) there is no pending or threatened change in
any environmental, zoning or building laws, regulations or
ordinances which affect or could affect FTC or any of its
properties, assets or businesses; and (c) there is no
outstanding order, writ, injunction, decree, judgment or award
by any court, arbitrator or governmental body against or
affecting FTC or any of its properties, assets or business.
There is no litigation, proceeding, investigation, claim,
complaint or accusation, formal or informal, or arbitration
pending, or any of the aforesaid threatened, or any contingent
liability which would give rise to any right of
indemnification or similar right on the part of any director
or officer of FTC or any such person's heirs, executors or
administrators as against FTC.
2.2.6 Compliance with laws
FTC has at all times been, and presently is, in full
compliance with, and has not received notice of any claimed
violation of, any applicable federal, state, local, foreign
and other law, rules and regulations. FTC has filed all
returns, reports and other documents and furnished all
information required or requested by federal, state, local or
foreign governmental agency and all such returns, reports,
documents and information are true and complete in all
respects. All permits, licenses, orders, franchises and
approvals of all federal, state, local or foreign governmental
or regulatory bodies required of FTC for the conduct of its
business have been obtained, no violations are or have been
recorded in respect of any such permits, licenses, orders,
franchises and approvals, and there is no litigation,
proceeding, investigation, arbitration, claim, complaint or
accusation, formal or informal, pending or threatened, which
may revoke, limit, or question the validity, sufficiency or
continuance of any such permit, license, order, franchise or
approval. Such permits, licenses, orders, franchises and
approvals are valid and sufficient for all activities
presently carried on by FTC.
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2.2.7 Guaranties
FTC has not guaranteed any dividend, obligation or
indebtedness of any Person; nor has any Person guaranteed any
dividend, obligation or indebtedness of FTC.
2.2.8 Books and Records.
FTC keeps its books, records and accounts (including, without
limitation, those kept for financial reporting purposes and
for tax purposes) in accordance with good business practice
and in sufficient detail to reflect the transactions and
dispositions of its assets, liabilities and equities. The
minute books of the FTC contain records of its Shareholders'
and directors' meetings and of action taken by Shareholders
and directors. The meeting of directors and Shareholders
referred to in such minute books were duly called and held,
and the resolutions appearing in such minute books were duly
adopted. The signatures appearing on all documents contained
in such minute books are the true signatures of the persons
purporting to have signed the same.
ARTICLE 3
CLOSING AND DELIVERY OF DOCUMENTS
3.1 Closing
This is a binding Agreement. Closing shall be deemed to have occurred
upon delivery of documents within a reasonable time period but no later
than September 29, 2001.
3.2 Delivery by iLive:
(a) iLive shall deliver or cause to be delivered, to FTC the APC
shares and such instruments, documents and certificates as are
required to be delivered so as to vest all title and interest
to FTC to said Shares.
(a)
3.3 Delivery by FTC:
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(a) FTC shall deliver, or cause to be delivered with in ninety
days of closing, to iLive Ten Thousand Dollars for
consideration for 100% of iLive's ownership interest in APC
pursuant to the provisions of this Agreement.
ARTICLE 4
TERMINATION, AMENDMENT AND WAIVER
4.1 Termination
Notwithstanding anything to the contrary contained in the Agreement,
this Agreement may be terminated and the transactions contemplated
hereby may be abandoned at any time prior to the Closing by the mutual
consent of all of the parties;
4.2 Waiver and Amendment
Any term, provision, covenant, representation, warranty or condition of
this Agreement may be waived, but only by a written instrument signed
by the party entitled to the benefits thereof. The failure or delay of
any party at any time or times to require performance of any provision
hereof or to exercise its rights with respect to any provision hereof
shall in no manner operate as a waiver of or affect such party's right
at a later time to enforce the same. No waiver by any party of any
condition, or of the breach of any term, provision, covenant,
representation or warranty contained in this Agreement, in any one or
more instances, shall be deemed to be or construed as a further or
continuing waiver of any such condition or breach or waiver of any
other condition or of the breach of any other term, provision,
representation or warranty. No modification or amendment to this
Agreement shall be valid and binding unless it be in writing and signed
by all parties hereto.
ARTICLE 5
COVENANTS
5.1
To induce FTC to enter into this Agreement and to consummate the
transactions contemplated hereby, and without limiting any covenant, agreement,
representation or warranty made the shareholders covenants and agrees as
follows:
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5.1.1 Notices and Approvals
iLive agrees: (a) to give and to cause APC to give all notices
to third parties which may be necessary or deemed desirable by
FTC in connection with this Agreement and the consummation of
the transactions contemplated hereby; 9b) to use its bet
efforts to obtain and to cause APC to obtain, all federal and
state governmental regulatory agency approvals, consents,
permits, authorizations, and orders necessary or deemed
desirable by FTC in connection with this Agreement and the
consummation of the transaction contemplated hereby; and (c)
to use its best efforts to obtain, and to cause APC to obtain,
all consents and authorizations of any third parties necessary
or deemed desirable by FTC in connection with this Agreement
and the consummation of the transactions contemplated hereby.
5.1.2 Information for FTC's Statements and Applications
iLive and APC and their employees, accountants and attorneys
shall cooperate fully with FTC in preparation of any
statements or applications made by FTC to any federal or state
governmental regulatory agency in connection with this
Agreement and the transactions contemplated hereby and to
furnish FTC with all information concerning iLive and APC
necessary or deemed desirable by FTC for inclusion in such
statements and applications, including, without limitation,
all requisite financial statements and schedule.
5.1.3 Access to Information
FTC, together with its appropriate attorneys, agents and
representatives, shall be permitted to make the full and
complete investigation of iLive and APC and have full access
to all of the books and records of the other during reasonable
business hours. Notwithstanding the foregoing, such parties
shall treat all such information as confidential and shall not
disclose such information without the prior consent of the
other.
5.2
To induce iLive to enter into this Agreement and to consummate the
transactions contemplated hereby, and without limiting any covenant,
agreement, representation for warranty made FTC covenants and agrees as
follows:
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5.2.1 Access to Information
iLive, together with its appropriate attorneys, agents and
representatives, shall be permitted to make the full and
complete investigation of FTC and have full access to all of
the books and records of the other during reasonable business
hours. Notwithstanding the foregoing, such parties shall treat
all such information as confidential and shall not disclose
such information without the prior consent of the other.
ARTICLE 6
MISCELLANEOUS
6.1 Expenses
Except as otherwise specifically provided for herein, whether or not
the transactions contemplated hereby are consummated, each of the
parties hereto shall bear all taxes of any nature (including, without
limitation, income, franchise, transfer and sales taxes) and all fees
and expenses relating to or arising from its compliance with the
various provisions of this Agreement and such party's covenants to be
performed hereunder, and except as otherwise specifically provided for
herein, each of the parties hereto agrees to pay all of its own
expenses (including, without limitation, attorneys and accountants'
fees and printing expenses) incurred in connection with this Agreement,
the transactions contemplated hereby, the negotiations leading to the
same and the preparations made to carrying the same into effect, and
all such taxes, fees and expense of the parties hereto shall be paid
prior to Closing.
6.2 Notices
Any notice, request, instruction or other document required by the
terms of this Agreement, or deemed by any of the parties hereto to be
desirable, to be given to any other party hereto shall be in writing
and shall be given by prepaid telegram or delivered or mailed by
registered or certified mail, postage prepaid, with return receipt
requested, to the following addresses:
To iLive
0000 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxx, XX 00000
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With a copy to:
Vi Xxx
The Xxxxxx Law Group
000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Fig Tree Capital., Ltd:
The persons and addresses set forth above may be changed from time to
tie by a notice sent as aforesaid. If notice is given by delivery in
accordance with the provisions of this Section, said notice shall be
conclusively deemed given at the time of such deliver. If notice is
given by mail in accordance with the provisions of this Section, such
notice shall be conclusively deemed given forty-eight (48) hours after
deposit thereof in the United States mail. If notice is given by
telegraph in accordance with the provisions of this Section, such
notice shall be conclusively deemed given at the time that the
telegraphic agency shall confirm delivery thereof to addressee.
6.3 Entire Agreement
This Agreement, together with the Schedule and exhibits hereto, sets
forth the entire agreement and understanding of the parties hereto with
respect to the transactions contemplated hereby, and supersedes all
prior agreements, arrangements and understandings related to the
subject matter hereof. No understanding, promise, inducement, statement
of intention, representation, warranty, covenant or condition, written
or oral, express or implied, whether by statute or otherwise, has been
made by any party hereto which is not embodied in this Agreement, or
exhibits hereto or the written statements, certificates, or other
documents delivered pursuant hereto or in connection with the
transactions contemplated hereby, and no party hereto shall be bound by
or liable for any alleged understanding, promise, inducement,
statement, representation, warranty, covenant or condition not so set
forth.
6.4 Survival of Representation
All statements of fact (including financial statements) contained in
the Schedule, the exhibits, the certificates or any other instrument
delivered by or on behalf of the parties hereto, or in connection with
the transaction contemplated hereby, shall be deemed representations
and warranties by the respective party hereunder. All representation,
warranties agreements and covenants hereunder shall survive the Closing
and remain effective regardless of any investigation or audit or any
time made by or on behalf of the parties or of any information a party
may have in respect thereto. Consummation of the transactions
contemplated hereby shall not be deemed or construed to be a waiver of
any right or remedy possessed by any party hereto, notwithstanding that
such party knew or should have known at the time of closing that such
right or remedy existed.
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6.5 Incorporated by Reference
All documents (including, without limitation, all financial statements)
delivered as part hereof or incident hereto are incorporated as part of
this Agreement by reference.
6.6 Remedies Cumulative
No remedy herein conferred upon Purchaser is intended to be exclusive
of any other remedy and each and every such remedy shall be cumulative
and shall be in addition to every other remedy given hereunder or now
or hereafter existing at law or in equity or by statute or otherwise.
6.7 Execution of Additional Documents
Each party hereto shall make, execute, acknowledge and deliver such
other instruments and documents, and take all such other actions as may
be reasonably required in order to effectuate the purposes of this
Agreement and to consummate the transactions contemplated hereby.
6.8 Finder's and Related Fees
Each of the parties hereto is responsible for, and shall indemnify the
other against, any claim by any third party to a fee, commission, bonus
or other remuneration arising by reason of any services alleged to have
been rendered to or at the instance of said party to this Agreement
with respect to this Agreement or to any of the transactions
contemplated hereby.
6.9 Governing Law
This Agreement has been negotiated and executed in the State of
California and shall be construed and enforced in accordance with the
laws of such state.
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6.10 Forum
Each of the parties hereto agrees that any action or suit which may be
brought by any party hereto against any other party hereto in
connection with this Agreement or the transactions contemplated hereby
may be brought only in a federal or state court in Orange County,
California.
6.11 Binding Effect and Assignment
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators,
legal representatives and assigns.
6.12 Counterparts
This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and
the same instrument. In making proof of this Agreement, it shall not be
necessary to produce or account for more than one such counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as
of the date first written herein above.
iLive, Inc., a
Nevada corporation ("iLive")
----------------------------------
By: /s/ Xxxxx Xxxxxxxx
Its: _____________________________
Fig Tree Capital , Ltd., A California
Corporation ("FTC")
--------------------------------------
By: /s/ Xxxxxxx Xxxxxxxx
Its:______________________________
