EXHIBIT 10.2
ASSET PURCHASE AGREEMENT
THIS AGREEMENT is made effective this 30th day of January, 2012.
BETWEEN:
LISBOA LEISURE, INC., a company incorporated pursuant to the laws of Nevada
with an office located at X 00/X, Xxxxxxx, Xxxxxxxx, Xxx, Xxxxx 000000;
(the "Vendor")
OF THE FIRST PART
AND:
XXXXXX XXXXXXXXX, H. Xx. 000, 0xx Xxxx, Xxxxx, Xxxxx, Xxx, Xxxxx;
(the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Vendor is the owner of a 10% interest in all the assets, licenses, and
permits necessary for the operation of a beach front restaurant, known as the
Seaview Beach Shack, located at Xxxxx Xxxxx, Xxxxx, Xxx, Xxxxx (collectively,
"the Assets"), which it purchased from the Purchaser on December 1, 2010 in
order to gain experience in the operation of a beach shack in the Colva Beach
area;
B. The Vendor has agreed to sell and the Purchaser has agreed to purchase the
10% interest in the Assets upon the following terms and conditions; and
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
premises and mutual agreements and covenants herein contained, the parties
hereby covenant and agree as follows:
1. VENDOR'S REPRESENTATIONS
The Vendor represents and warrants to the Purchaser now and at the Closing
Date that:
(a) the Vendor has good and sufficient right and authority to enter into this
Agreement on the terms and conditions herein set forth and to transfer the
legal title and beneficial ownership of a 10% undivided interest in and to
the Assets to the Purchaser;
(b) the Vendor has good and marketable title to the 10% interest in the Assets,
all of which are free and clear of all liens, charges and encumbrances, and
all of which Assets are in the possession of or under the control of the
Vendor;
(c) there has been no act of God, damage, destruction, loss, labour disruption
or trouble, or other event (whether or not covered by insurance) materially
and adversely affecting any of the Assets or the organization, operations,
affairs, business, properties, prospects or financial condition or position
of the Vendor's business operations;
(d) the Vendor has not, directly or indirectly, engaged or entered into any
transaction or incurred any liability or obligation which might materially
and adversely affect any of the Assets or the organization, operations,
affairs, business, properties, prospects or financial condition or position
of the Seaview Beach Shack business;
(e) there is no indebtedness of the Vendor to any person which might, by
operation of law or otherwise, now or hereafter constitute or be capable of
forming an encumbrance upon any of the Assets and there is no indebtedness
of any kind whatsoever relating to the business in respect of which the
Purchaser may become liable on or after the Closing Date;
(f) no action, suit, judgment, investigation, inquiry, assessment,
reassessment, litigation, determination or administrative or other
proceeding or arbitration before or of any court, arbitrator or
governmental authority is in process, or pending or threatened, against or
relating to the Vendor's business or any of the Assets and no state of
facts exists which could constitute the basis therefor;
(g) there is no written, verbal or implied agreement, option, understanding or
commitment or any right or privilege capable of becoming any of the same,
for the purchase from the Vendor of its interest in the Assets; and
(h) the Vendor is not aware of any fact relating to the Vendor's business, the
Assets or any indebtedness of the business or the transactions contemplated
hereby which might reasonably be expected to affect, materially and
adversely, any of the Assets or the organization, operations, affairs,
properties, prospects or financial condition or position of the business.
2. PURCHASER'S REPRESENTATIONS
The Purchaser represents and warrants to the Vendor now and at closing that
it has full right and authority to enter into this Agreement and complete the
acquisition of the 10% interest in the Assets from the Vendor.
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3. EFFECT OF REPRESENTATIONS
3.1 The representations and warranties of the Vendor and the Purchaser (the
"Parties") set out above form a part of this Agreement and are conditions upon
which the Parties have relied in entering into this Agreement and shall survive
the acquisition of the Assets by the Purchaser.
3.2 The Parties will indemnify and save each other harmless from all loss,
damage, costs, actions and suits arising out of or in connection with any breach
of any representation, warranty, covenant, agreement or condition made by it and
contained in this Agreement.
4. PURCHASE AND SALE OF ASSETS
The Purchaser hereby agrees to purchase from the Vendor and the Vendor
hereby agrees to sell to the Purchaser an undivided 10% right, title and
interest in and to the Assets in consideration of the Purchaser delivering to
the Vendor at Closing 20,000 rupees in a form acceptable to the Vendor.
5. CLOSING
The sale and purchase of the Assets shall be closed at the address of the
Vendor at 10am local time on January 30, 2012 or on such other date or at such
other place as may be agreed upon by the parties (the "Closing Date" or
"Closing").
6. ACTIONS BY THE PARTIES PENDING CLOSING
From and after the date hereof and until the Closing Date, the Vendor and
Purchaser covenant and agree that:
(a) the Purchaser, and its authorized representatives, shall have full access
during normal business hours to all documents of the Vendor relating to its
interest in the Assets; and
(b) the Vendor shall not enter into any contract or commitment to purchase or
sell any interest in the Assets without the prior written consent of the
Purchaser.
7. CONDITIONS PRECEDENT TO THE VENDOR'S OBLIGATIONS
Each and every obligation of the Vendor to be performed on the Closing Date
shall be subject to the satisfaction by the Closing Date of the following
conditions, unless waived in writing by the Vendor:
(a) The representation made by the Purchaser in this Agreement shall be true
and correct on and as of the Closing Date with the same effect as though
such representation had been made or given on the Closing Date; and
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(b) The Purchaser shall deliver to the Vendor 20,000 rupees in a form
acceptable to the Vendor.
8. CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS
Each and every obligation of the Purchaser to be performed on the Closing
Date shall be subject to the satisfaction by the Closing Date of the following
conditions, unless waived in writing by the Purchaser:
(a) The representations and warranties made by the Vendor in this Agreement
shall be true and correct on and as of the Closing Date with the same
effect as though such representations and warranties had been made or given
by the Closing Date; and
(b) The Vendor shall deliver to the Purchaser a xxxx of sale evidencing the
sale and transfer of title of a 10% undivided interest in the Assets from
the Vendor to the Purchaser.
9. FURTHER ASSURANCES
The parties hereto covenant and agree to do such further acts and execute
and deliver all such further deeds and documents as shall be reasonably required
in order to fully perform and carry out the terms and intent of this Agreement.
10. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement to date between the parties
hereto and supersedes every previous agreement, communication, expectation,
negotiation, representation or understanding, whether oral or written, express
or implied, statutory or otherwise, between the parties with respect to the
subject of this Agreement.
11. TIME OF ESSENCE
Time shall be of the essence of this Agreement.
12. TITLES
The titles to the respective sections hereof shall not be deemed a part of
this Agreement but shall be regarded as having been used for convenience only.
13. SEVERABILITY
If any one or more of the provisions contained herein should be invalid,
illegal or unenforceable in any respect in any jurisdictions, the validity,
legality and enforceability of such provisions shall not in any way be affected
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or impaired thereby in any other jurisdiction and the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.
14. APPLICABLE LAW
The situs of the Agreement is Carson City, Nevada and for all purposes this
Agreement will be governed exclusively by and construed and enforced in
accordance with laws prevailing in the State of Nevada. The parties agree to
attorn to the jurisdiction of the Courts of the State of Nevada.
15. ENUREMENT
This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted assigns.
IN WITNESS WHEREOF this Agreement has been executed as of the day and year
first above written.
LISBOA LEISURE, INC.
/s/ Xxxxxx Xxxxxxxxx per: /s/ Xxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx Authorized Signatory
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