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Exhibit 10.1
ASSET PURCHASE AGREEMENT
This agreement is made and entered into this 29th day of October, 1999
(the effective date), by and between Perfumania, Inc., a Florida corporation
(hereinafter "Seller") and xxxxxxxxxx.xxx, Inc., a Florida corporation
(hereinafter "Purchaser"). Seller and Purchaser are collectively referred to as
"the Parties".
WHEREAS in exchange for the consideration set out in this agreement,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged by the Parties, the Parties agree as follows:
1. PURCHASE OF XXXXXXXXX.XXX. Purchaser shall acquire from Seller all
of the assets of XxxxXxxxx.xxx (hereinafter "the business"), a wholly owned
subsidiary of Seller, including but not limited to, (i) Seller's registered
domain name of the Business; (ii) the Business' website and its content; (iii)
any and all software used by seller to operate the Business; (iv) Seller's
proprietary designs and programs in connection with the Business; (v) Seller's
proprietary trademark's in connection with the Business; and (vi) Seller's
intellectual property rights in connection with the Business.
2. PURCHASE PRICE. Purchaser shall pay Seller the sum of five-hundred
thousand dollars ($500,000) in exchange for the Business.
3. DUE DILIGENCE. Purchaser acknowledges that it has conducted all due
diligence investigations.
4. EMPLOYMENT. Purchaser will retain the employment of Xxxxx Xxxxxx and
Xxxxx Xxxxxx, who are currently employed by Seller in the capacity of managing
the Business' website. Such employment will be consistent with the terms of the
employment agreements incorporated to this agreement as attached Exhibit "1" and
Exhibit "2".
5. PRESS RELEASE. A press release will be issued upon the full
execution of this agreement. The contents of the press release shall be
pre-approved by both parties prior to any release.
6. ARBITRATION. Any dispute controversy or claim arising out of or
relating out of or relating to this agreement or the breach, termination or
validity thereof, shall be finally settled in accordance with the commercial
arbitration rules of the American Arbitration Association (the "AAA"), by a
panel of three arbitrators. Each party shall have the right to appoint one
arbitrator from the list of arbitrators supplied to the parties by the AAA, and
the two arbitrators so appointed shall appoint the third.
The place or arbitration shall be Miami, U.S.A. The language of the arbitration
shall be in English. The arbitrators shall determine the matters in dispute in
accordance with the internal law of the State of Florida, without reference to
the Convention on Contracts for the International Sale of Goods. Except as
precluded by the United Nations Convention on the Recognition and Enforcements
of Foreign Arbitral Awards, the internal procedural
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and substantive laws of Florida and the United States Federal Arbitration Act
shall govern all questions of arbitral procedure, arbitral review, scope or
arbitral authority, and arbitral enforcement.
The parties agree that the award of the arbitrators shall be the sole and
exclusive remedy between them regarding any claims, counterclaims, issues or
accountings presented or pled to the arbitrators, that the award shall be made
and shall be promptly payable in U.S. dollars, free of any tax, deduction or
offset, and that any costs, fees or taxes instant to enforcing the award shall,
to the maximum extent permitted by law, be charged against the party resisting
such enforcement.
The award shall include interest from the date of damages incurred for breach or
other violation of this agreement, and from the date of the award until paid in
full, at a rate to be fixed by the arbitration.
7. ENTIRE AGREEMENT. This Agreement, including Exhibits 1 and 2, merges
and supersedes any and all prior agreements, understandings, discussions,
assurances, promises, representations or warranties among the parties with
respect to the subject matter hereof, and contains the entire agreement among
the parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties have caused this agreement to be executed by
their duly authorized officers all as of the day and year first written above.
Perfumania, Inc., Seller
By:
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Name: Xxxxxx Xxxxx
Title: President
xxxxxxxxxx.xxx, Inc., Purchaser
By:
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Name: Xxxxxxx Xxxxxx
Title: President and CEO
