Exhibit 10.1
ASSET SALE AGREEMENT
between
Xxxx Xxxxx Corp.
and
Xxxx Xxxxx, an individual
Dated as of June 21, 2005
THIS ASSET SALE AGREEMENT is made as of this 21st day of June, 2005 (the
"Effective Date") by and between
(1) Xxxx Xxxxx Corporation ("JBTL"), a corporation organized under the laws of
Florida, whose registered office is at 000 Xxxx Xxx. XX, Xxxxx 000, Xxxxxxxxxxx,
XX 00000
and
(2) Xxxx Xxxxx ("Butel"), an individual resident of the state of New Mexico, at
000 Xxxxxx Xx., Xxxxxxxx, XX 00000.
BACKGROUND
A. WHEREAS, JBTL has rights in certain Assets including Intellectual Property,
Inventory, Equipment, Agreements, Distribution Agreements and Liabilities
relating to its Tex-Mex Division, Cooking School, logos and websites (each as
hereinafter defined); and
B. WHEREAS, Butel desires to purchase and JBTL desires to sell to Butel all of
JBTL's right, title and interest in certain Assets including Intellectual
Property, Inventory, Equipment, Agreements, Distribution Rights and Liabilities
relating to its Tex-Mex Division, subject to JBTL's rights on the terms and
conditions stated in this Agreement.
C. WHEREAS, JBTL has agreed to change the name of the corporate entity within
seventy-five (75) days.
NOW, THEREFORE, in consideration of the promises and the mutual covenants,
agreements and representations herein contained and intending to be legally
bound, JBTL and Butel agree as follows:
SECTION 1
DEFINITIONS AND INTERPRETATION
1.1 Definitions. Where used in this Agreement, in addition to capitalized terms
defined on first use herein, the following words or phrases shall have the
meanings set forth below:
1.1.1 "Affiliate" in relation to any Person means any Person that controls, is
controlled by or is under common control with that Person. For the purposes
of this definition, the term "control" means (i) beneficial and/or legal
ownership of at least fifty percent (50%) or more of the outstanding voting
securities of a company or other business organization with voting
securities (or such percentage as required under any particular
jurisdiction to confer controlling powers through ownership of voting
securities broadly equivalent to the controlling powers attendant on
ownership of at least fifty percent (50%) or more of outstanding voting
securities in a United States corporation), (ii) a fifty percent (50%) or
greater interest in the net assets or profits of a partnership or other
business organization without voting securities, or (iii) the ability,
whether directly or indirectly, to direct the affairs, management or
policies of any such Person.
1.1.2 "Agreement" means this Asset Sale Agreement, together with the Exhibits
attached hereto, each of which is hereby incorporated by reference herein,
and any instrument amending this Agreement.
1.1.3 Reserved
1.1.4 "Tex-Mex Division" means the division of JBTL which markets and
distributes Tex-Mex Products including distribution with Pecos Valley Spice
Co, video and televisions distribution agreements and cookbooks.
1.1.5 "Governmental Body" means any: (a) nation, principality, state,
commonwealth, province, territory, county, municipality, district or other
similar jurisdiction; (b) federal, state, local, municipal, foreign or
other government; (c) governmental authority (including any governmental
division, subdivision, department, agency, bureau, branch, office,
commission, council, board, instrumentality, officer, official,
representative, organization, unit, body or other entity); (d)
multi-national organization or body established under the auspices of an
internationally recognized organization (such as WIPO, the WHO, The United
Nations etc.); (e) individual, entity or body or (f) court or tribunal, in
each case which has competent jurisdiction and which is legally entitled to
exercise any executive, legislative, judicial, administrative, regulatory
or taxing authority or power of any nature.
1.1.6 "Party" or "Parties" means JBTL or Butel or, as the context requires or
admits, both JBTL and Butel.
1.1.7 "Person" means an individual, a partnership, a joint venture, a
corporation, a trust, an estate, an unincorporated organization, or any
other entity or any department or agency thereof.
1.1.8 "Third Party(ies)" means any Person other than a Party to this Agreement
or an Affiliate of any Party to this Agreement.
1.2 Interpretation.
1.2.1 In this Agreement, where the context admits or requires, and unless
otherwise specifically provided herein (a) words importing the singular
number only shall include the plural and vice versa, (b) words importing a
specific gender shall include the other gender, (c) references to Persons
shall include their heirs, executors, administrators or assigns as the case
may be, (d) references to "including" means "including but not limited to",
and "herein", "hereof", and "hereunder" refer to this Agreement as a whole,
and (e) any reference to a number of "days" hereunder shall refer to
calendar days.
1.2.2 The division of this Agreement into Sections and the insertion of headings
are for convenience of reference only and shall not affect the
interpretation hereof. References to statutory provisions shall (unless
otherwise expressly provided) be construed as references to those
provisions as in effect as at the date of this Agreement.
SECTION 2
PURCHASED ASSETS
2.1 Assets to be Sold and Purchased. Subject to all of the terms and conditions
of this Agreement, at the Time of Closing, JBTL shall sell and assign to
Butel, and Butel shall purchase from JBTL, all rights, titles and interests
of JBTL in and to the assets listed below, and which are referred to
hereinafter collectively as the "Purchased Assets":
2.1.1. Tex-Mex Inc. which includes the Cooking School, its assets, inventory,
lease and pantry need to be released from Xxxx Xxxxx Corp.
2.1.2. Employment and Licensing Agreements for Xxxx Xxxxx.
2.1.3. Hotter Than Hell distribution agreement.
2.1.4. All rights, titles or interest to the names, logos, copyrights,
trademarks, goodwill or other intangible assets of Xxxx Xxxxx, Tex-Mex, and
Pecos Valley Spice, Co., and book titles.
2.1.5. Videos and television programs with Tex-Mex, Inc. and Pecos Valley Spice,
Co. and Xxxx Xxxxx.
2.1.6. The websites, xxx.xxxxxxxxx.xxx and xxx.xxxxxxxxxxx.xxx.
2.2 Assumption of Liabilities.
2.2.1 Butel shall be responsible for (and JBTL shall have no responsibility for)
the liabilities listed below of JBTL, and which are referred to hereinafter
collectively as the "Assumed Liabilities".
2.2.1.1 Payables to:
Xxx Xxxxx for $2,500.00
Xxxxxxx Xxxxx for $2,000.00
Xxxxxxxxx Xxxx for $1,500.00
2.2.1.2 Consulting Agreements with:
Xxxxxx XxXxxx
After the Time of Closing or the Time of Delivery, as applicable, related
to the Purchased Assets or the use of the Purchased Assets including, without
limitation, any Losses arising from or related to (a) events which occurred
after the Time of Closing or (b) products made or sold by Butel, its Affiliates,
sublicensees or assignees after the Time of Closing.
2.2.2 Except as expressly set forth in Section 2.2.1, the Assumed Liabilities
shall exclude any and all liabilities to any Purchased Assets as outlined
in Section 2.1.1 through 2.1.6, and those liabilities directly related to
actions taken or omissions to act by JBTL or its Affiliates or any of their
respective subcontractors whether prior to or after the Time of Closing or
the Time of Delivery, as applicable, based upon JBTL's or JBTL's Affiliates
production of Tex-Mex Products, unless any such action or omission to act
by JBTL or its Affiliate was requested by Butel, or came about as a result
of any breach of this Agreement by Butel or to the extent of Butel or its
Affiliates' negligence or willful misconduct.
SECTION 3
PURCHASE CONSIDERATION
3.1 Purchase Consideration. As the total Purchase Consideration payable to JBTL
hereunder for the Purchased Assets, Butel shall pay five hundred dollars
($500.00).
3.2 Transfer Taxes. Butel shall be responsible for and shall pay all sales
taxes, documentary transfer taxes or other transfer taxes assessed it as
purchaser of the Purchased Assets. Butel shall be responsible for and shall
pay all sales taxes, documentary transfer taxes or other transfer taxes
assessed it as buyer of the Purchased Assets. Butel shall also be
responsible for and shall pay all federal, foreign, state or local taxes
payable on any income or gain resulting from the purchase of the Purchased
Assets to Butel, including any withholding taxes imposed in lieu of taxes
on income or gain. Butel and JBTL shall cooperate, in the timely making and
filing of all filings, tax returns, reports and forms as may be required
with respect to the sales taxes, documentary taxes or other transfer taxes
assessed to Butel as purchaser of the Purchased Assets. Butel and JBTL
shall cooperate, in the timely making and filing of all filings, tax
returns, reports and forms as may be required with respect to the sales
taxes, documentary transfer taxes or other transfer taxes assessed JBTL as
seller of the Purchased Assets or assessed JBTL with respect to any
federal, foreign, state or local taxes payable on any income or gain
resulting from the sale of the Purchased Assets to Butel, including any
withholding taxes imposed in lieu of taxes on income or gain.
SECTION 4
CLOSING
4.1 Closing Date, Time and Place. The transfer of title to the Purchased Assets
and the closing of the Transactions shall occur on the Effective Date
("Closing Date") at or before 4 p.m. and shall occur or be deemed to have
occurred at the offices of JBTL located at 000 Xxxx Xxx. XX, Xxxxx 000,
Xxxxxxxxxxx, XX 00000.
4.2 Closing Arrangements.
4.2.1 JBTL's Delivery of Closing Documents. At the Closing, JBTL shall deliver
or cause to be delivered to Butel two (2) originals duly executed by JBTL:
(1) this Agreement; and
(2) an Irrevocable Xxxx of Sale substantially
in the form of Exhibit A attached hereto and
incorporated herein by reference.
4.2.2 Butel Payment of Purchase Consideration and Delivery of Closing Documents.
At the Closing, Butel shall deliver or cause to be delivered to JBTL:
(1) the check to JBTL evidencing the Purchase
Consideration, as soon as reasonably
practicable by Butel but in any event no
later than two (2) days after Closing; and
(2) originals or facsimiles (with originals
to follow) of this Agreement duly executed by
Butel.
SECTION 5
REPRESENTATIONS AND WARRANTIES
5.1 Representations and Warranties of Butel. Butel hereby represents and
warrants to JBTL at the Time of Closing, and acknowledges that JBTL is
relying on such representations and warranties in connection with the
Transactions, that:
5.1.1 Butel is an individual with the power to execute, deliver and perform this
Agreement.
5.1.2 Corporate Action. This Agreement, and any other agreements and instruments
executed by Butel in connection with the Transactions are the valid and
binding obligations of Butel, enforceable in accordance with their
respective terms, subject to bankruptcy, insolvency or similar laws of
general application affecting the enforcement of rights of creditors, and
subject to equitable principles limiting rights to specific performance or
other equitable remedies, and subject to the effect of federal and state
securities laws on the enforceability of indemnification provisions
relating to liabilities arising under such laws. The execution, delivery
and performance of this Agreement and any other agreement and instruments
executed by Butel in connection with the Transactions have been duly
authorized by Butel by all necessary corporate action. Butel has the full
legal right, power and authority to enter into and perform the
Transactions, without need for Butel to obtain any consent, approval,
authorization, license or order of, or give any notice to or make any
filing with, any Governmental Body or other Person. This Agreement has been
duly executed and delivered by Butel and, as of the Closing Date, each of
the other agreements to be entered into in connection herewith and to which
Butel is a Party have been duly and validly executed and delivered by
Butel.
5.1.3 No Default. The execution, delivery and performance of this Agreement by
Butel and the consummation by Butel of the Transactions hereby do not
conflict with any provision of the corporate charter or By-Laws of Butel,
and do not contravene, conflict with or result in a violation of any law,
regulation, order, judgment or decree to which Butel or any of its
properties is subject.
5.1.4 Due Diligence. Butel has utilized its own expertise to analyze and
evaluate the value of the Purchased Assets based upon the information
provided to Butel by JBTL and has solely relied on such analysis and
evaluations, along with the representations and warranties of JBTL, in
deciding to enter into this Agreement.
5.1.5 Litigation Matters. There is no pending proceeding against Butel or any of
its Affiliates other than previously disclosed in SEC filings, and, to
Butel's knowledge, no Person has threatened to commence any proceeding, at
law or in equity or by or before any Governmental Body that challenges, or
may have the effect of preventing, delaying or making illegal or otherwise
interfering with, any of the Transactions, unless those previously
disclosed in public filings.
5.2 Representations and Warranties of JBTL. JBTL hereby represents and warrants
to Butel at the Time of Closing, and acknowledges that Butel is relying on
such representations and warranties in connection with the Transactions,
that:
5.2.1 Incorporation, Organization and Qualification of JBTL. JBTL is a
corporation duly incorporated, validly existing and in good standing under
the laws of Florida, and has the corporate power to own or lease its
property and to carry on the business now being conducted by it and to
execute, deliver and perform this Agreement.
5.2.2 Corporate Action. This Agreement, and any other agreements and instruments
executed by JBTL in connection with the Transactions are the valid and
binding obligations of JBTL, enforceable in accordance with their
respective terms, subject to bankruptcy, insolvency or similar laws of
general application affecting the enforcement of rights of creditors, and
subject to equitable principles limiting rights to specific performance or
other equitable remedies, and subject to the effect of federal and state
securities laws on the enforceability of indemnification provisions
relating to liabilities arising under such laws. The execution, delivery
and performance of this Agreement and any other agreement and instruments
executed by JBTL in connection with the Transactions have been duly
authorized by JBTL by all necessary corporate action. JBTL has the full
legal right, power and authority to enter into and perform the
Transactions, without need for JBTL to obtain any consent, approval,
authorization, license or order of, or give any notice to or make any
filing with, any Governmental Body or other Person. This Agreement has been
duly executed and delivered by JBTL and, as of the Closing Date, each of
the other agreements to be entered into in connection herewith and to which
JBTL is a Party have been duly and validly executed and delivered by JBTL.
5.2.3 Non-Contravention; Consents. The execution, delivery and performance of
this Agreement by JBTL and the consummation by JBTL of the Transactions
hereby do not (i) conflict with any provision of the corporate charter or
by-laws of JBTL, (ii) do not contravene, conflict with or result in a
violation of any law, regulation, order, judgment or decree to which JBTL
or any of its properties is subject, (iii) contravene, conflict with or
result in a violation or breach of, or result in a default under, any
provision of any written, oral, implied or other agreement, contract,
understanding or arrangement to which JBTL or any of the Purchased Assets
is subject, or (iv) result in the imposition or creation of any encumbrance
upon or with respect to any of the Purchased Assets.
5.2.4 Title to the Purchased Assets.
(1) JBTL is the sole and exclusive owner of,
and has the full right to sell, transfer, and
assign all of the Purchased Assets to Butel,
and has good and marketable title thereto and
the Purchased Assets are free and clear of
any and all liens, pledges, restrictions or
encumbrances.
(2) Following the Closing, Butel will be the
sole and exclusive owner of, and have good
and marketable title to, the Purchased
Assets.
5.2.5 Litigation Matters. There is no pending proceeding against JBTL or any of
its Affiliates, and, no Person has threatened to commence any proceeding,
at law or in equity or by or before any Governmental Body that (i) relates
to any of the Purchased Assets or (ii) challenges, or may have the effect
of preventing, delaying or making illegal or otherwise interfering with,
any of the Transactions. No event has occurred, and no claim, dispute or
other condition or circumstance exists, that could reasonably be expected
to give rise to or serve as the basis for the commencement of any such
proceeding other than disclosed in the SEC Filings.
5.2.6 Intellectual Property. JBTL owns and holds all right, title and interest
in its Intellectual Property and has the exclusive right to use, sell,
license, sublicense, or dispose of, and has the exclusive right to bring
action for infringement, misappropriation, and other violations.
5.2.7 Certain Claims. During the period preceding the date of this Agreement,
JBTL has not received any notice, demand, claim, action, suit, hearing,
proceeding or notice of violation of a civil, criminal or administrative
nature by or before any Governmental Body against or involving JBTL or its
Affiliates concerning the Purchased Assets that has been commenced or
threatened (including any investigations or inquiries).
5.2.8 Maintenance Fees. All maintenance and similar fees in respect of any
Purchased Assets that are due and payable immediately prior to the Time of
Closing have been paid in full or steps have been taken to arrange for such
payments to be made on a timely basis.
SECTION 6
INDEMNIFICATION; HOLD HARMLESS COVENANT AND OTHER POST-CLOSING COVENANTS
6.1 JBTL's Indemnification. JBTL shall indemnify and hold harmless Butel and
its Affiliates and each of its or their directors, officers, employees,
advisors, shareholders, representatives, agents, successors and assigns
(collectively, the "Butel Indemnified Parties") from and against any and
all losses, damages, liabilities, judgments, objections, costs, and
expenses, including but not limited to reasonable attorneys' fees
(collectively, "Losses") sustained, suffered, or incurred by or imposed
upon any Butel Indemnified Party as a result of any claim, action, suit or
proceeding (collectively, "Claims") arising out of, based upon or related
to:
6.1.1 liabilities of JBTL or its Affiliates to the extent related to the
Purchased Assets other than the Assumed Liabilities;
6.1.2 any tax liability of JBTL or its Affiliates (other than taxes for which
Butel is expressly responsible pursuant to this Agreement);
6.1.3 any breach of any representation, warranty, covenant, agreement or
obligation made by JBTL pursuant to this Agreement, provided that, in each
case, JBTL shall not be obligated to indemnify any Butel Indemnified
Parties with respect to, and to the extent of, any Claims or Losses for
which Butel is obligated to indemnify JBTL Indemnified Parties.
6.2 Butel's Indemnification. Butel shall indemnify and hold harmless JBTL and
its Affiliates and each of its or their directors, officers, employees,
advisors, shareholders, representatives, agents, successors and assigns
(collectively, the "JBTL Indemnified Parties") from and against any and all
Losses sustained, suffered, or incurred by or imposed upon any JBTL
Indemnified Party as a result of any Claim arising out of, based upon or
related to:
6.2.1 any of the Assumed Liabilities;
6.2.2 any breach of any representation, warranty, covenant, agreement or
obligation made by Butel pursuant to this Agreement, and
6.2.3 any tax liability of Butel or its Affiliates (other than taxes for which
JBTL is expressly responsible pursuant to this Agreement); provided that,
in each case, Butel shall not be obligated to indemnify any JBTL
Indemnified Parties with respect to, and to the extent of, any Claims or
Losses for which JBTL is obligated to indemnify Butel Indemnified Parties
pursuant to Section 6.1.
6.3 Procedure. If a claim or demand by a Third Party is made against an
indemnified Party, and if such Party intends to seek indemnity with respect
thereto under this Section, such indemnified Party shall promptly notify
the indemnifying Party in writing of such claims or demands setting forth
such claims in reasonable detail. The failure of the indemnified Party to
give the indemnifying Party prompt notice as provided herein shall not
relieve the indemnifying Party of any of its obligations under this Section
except to the extent that the indemnifying Party is materially prejudiced
by such failure (in which case the indemnified Party shall have been deemed
to have forfeited its rights to indemnification hereunder). The
indemnifying Party shall have 10 days after receipt of such notice to
undertake, through counsel of its own choosing and at its own expense, the
defense (or settlement) thereof, and the indemnified Party shall cooperate
with it in connection therewith; provided, that the indemnified Party may
contribute to the strategy and content in such defense (or settlement)
through counsel chosen by such indemnified Party and the fees and expenses
of such counsel shall be borne by such indemnified Party unless (i) the
employment thereof has been specifically authorized by the indemnifying
Party in writing, (ii) there exists a conflict of interest between the
interests of the indemnified Party and the indemnifying Party, or (iii) the
indemnifying Party has after 10 days of receipt of the applicable notice
failed to assume such defense and employ counsel, in each of which events
the indemnified Party may retain counsel, and the indemnifying Party shall
pay the reasonable fees and expenses of such counsel for the indemnified
Party (but in no event shall the indemnifying Party be obligated to pay
reasonable fees and expenses of more than one firm (in addition to local
counsel), which firm shall serve as counsel for all indemnified Parties).
So long as the indemnifying Party is reasonably contesting any such claim
in good faith, the indemnified Party shall not pay or settle any such
claim. If the indemnifying Party does not notify the indemnified Party
within 10 days after the receipt of the indemnified Party's notice of a
claim of indemnity hereunder that it elects to undertake the defense (or
settlement) thereof, the indemnified Party shall have the right to contest,
settle or compromise the claim but shall not thereby waive any right to
indemnity therefor pursuant to this Agreement. The indemnifying Party shall
not, except with the consent of the indemnified Party, enter into any
settlement that does not include as an unconditional term thereof the
giving by the Person or Persons asserting such claim to all indemnified
Parties (i.e., JBTL Indemnified Parties or Butel Indemnified Parties, as
the case may be) an unconditional release from all liability with respect
to such claim.
SECTION 7
MISCELLANEOUS
7.1 Further Assurances and Actions.
7.1.1 In addition to any other obligations hereunder, each of the Parties hereto
upon the request of the other Party hereto, whether before or after the
Time of Closing and without further consideration, shall do, execute,
acknowledge and deliver or cause to be done, executed, acknowledged or
delivered all such further acts, deeds, documents, assignments, transfers,
instruments, amendments, conveyances, powers of attorney and assurances as
may be reasonably necessary or desirable to effect complete consummation of
the Transactions contemplated by this Agreement and to give full and
binding effect to the rights expressly granted herein. JBTL and Butel each
agree to execute and deliver such other documents, certificates,
agreements, amendments, instruments and other writings and to take such
other actions as may be reasonably necessary in order to consummate or
implement expeditiously the Transactions contemplated by this Agreement.
7.1.2 JBTL agrees that, upon reasonable request and without further
compensation, but at no expense to JBTL, JBTL and its legal
representatives, assigns and employees will do all lawful acts, including
the execution of papers and the giving of testimony, that may be necessary
or desirable for obtaining, sustaining, reissuing, or enforcing any ongoing
operations when Butel was employed by JBTL.
7.2 Notices. Any notice, direction or other instrument required or permitted to
be given to JBTL hereunder shall be in writing and sent via certified or
registered mail, return receipt requested, overnight courier, or by
delivering the same by telecommunication, with the original sent by one of
the foregoing manners, addressed to JBTL as follows:
To: Xxxx Xxxxx Corporation
000 Xxxx Xxx. XX
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Copy to: Xxxxxxx Business Law
0000 Xxxxxx Xx., Xxx. 0
Xxxxxx, XX 00000
Attn: Xxx X. Xxxxxxx, Esq.
Fax: (617) 243 - 0066
Efax: (309) 406 - 1426
Any notice, direction or other instrument required or permitted to be given
to Butel hereunder shall be in writing and sent via registered or certified
mail, return receipt requested, or overnight courier, or by delivering the same
by fax with the original sent by one of the foregoing manners, addressed as
follows:
To: Butel, Inc.
000 Xxxxxx Xx.
Xxxxxxxx, XX 00000
Any such notice, direction or other instrument, if delivered, shall be
deemed to have been given on the date on which it was delivered and if
transmitted by fax shall be deemed to have been given at the opening of business
in the office of the addressee on the business day next following the
transmission thereof, provided that proof of successful transmission is provided
to the intended recipient on request by the intended recipient. Any Party hereto
may change its address for service from time to time by notice given to the
other Parties hereto in accordance with the foregoing.
7.3 Relationship of the Parties. Nothing contained in this Agreement shall be
deemed or construed as creating a joint venture, partnership, agency,
employment or fiduciary relationship between the Parties. No Party to this
Agreement nor its agents have any authority of any kind to bind the other
Party in any respect whatsoever.
7.4 Applicable Law. This Agreement shall be construed and enforced in
accordance with, and the rights of the Parties hereto shall be governed by,
the laws of the State of Delaware, without reference to conflicts of law
principles.
7.5 Entire Agreement. This Agreement, including the Exhibits hereto, constitute
the entire agreement between the Parties hereto with respect to the
Transactions and, except as stated herein and in the instruments and
documents to be executed and delivered pursuant hereto, contain all of the
agreements between the Parties hereto, and there are no verbal or written
agreements or understandings between the Parties hereto and relating the
subject matter hereof not reflected in this Agreement, all of which
agreement or understandings are hereby superseded. This Agreement may not
be amended or modified in any respect except by written instrument executed
by each of the Parties hereto.
7.6 Counterparts. This Agreement may be executed in two or more counterparts,
which may be executed via facsimile, each of which shall be deemed to be an
original, and all of which together shall constitute one and the same
Agreement.
7.7 Binding Agreement; Parties in Interest. This Agreement and the rights and
obligations of the Parties hereunder shall inure to the benefit of and
shall be binding upon the Parties hereto and their respective heirs,
executors, successors, administrators, and permitted assigns.
7.8 Waiver; Remedies Cumulative. No failure or delay on the part of a Party
hereto to exercise any right, power, or privilege hereunder or under any
instrument executed pursuant hereto on any one occasion shall operate as a
waiver of such right, power or privilege in the future; nor shall any
single or partial exercise of any right, power, or privilege preclude any
other or further exercise thereof or the exercise of any other right,
power, or privilege. All rights and remedies granted herein shall be
cumulative and in addition to other rights and remedies to which the
Parties may be entitled at law or in equity.
7.9 Severability.
7.9.1 In the event any portion of this Agreement is or is held by any court or
tribunal of competent jurisdiction to be illegal, void or ineffective, the
remaining provisions hereof shall remain in full force and effect.
7.9.2 If any of the terms or provisions of this Agreement are in conflict with
any applicable statute or rule of law, then such terms or provisions shall
be deemed inoperative to the extent that they may conflict therewith and
shall be deemed to be modified to the minimum extent necessary to procure
conformity with such statute or rule of law.
IN WITNESS WHEREOF, and intending to be legally bound hereby, this Asset
Sale Agreement has been duly executed by the authorized representatives of the
Parties hereto as of the date first above written.
JBTL
By:/s/ Xxxxxxx D'Agata
----------------------------
Xxxxxxx D'Agata, President, CEO and Director
Butel, an individual
/s/ Xxxx Xxxxx
----------------------------
Xxxx Xxxxx
An individual
Exhibit A
IRREVOCABLE XXXX OF SALE
This is an Irrevocable Xxxx of Sale from Xxxx Xxxxx Corporation ("JBTL")a
corporation organized under the laws of Florida, whose registered office is at
000 Xxxx Xxx. XX, Xxxxx 000, Xxxxxxxxxxx, XX 00000, to Xxxx Xxxxx ("Butel"), a
New Mexican resident with its principal offices at 000 Xxxxxx Xx., Xxxxxxxx, XX
00000 pursuant to a certain Asset Sale Agreement dated as of June 21, 2005 by
and among JBTL and Butel (the "Agreement").
For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, JBTL hereby sells, assigns, transfers, conveys,
delivers and contributes to Butel, its successors and assigns, to have and to
hold forever, all of its right, title and interest in and to the Purchased
Assets and Assumed Liabilities (as defined in the Agreement), subject to the
applicable provisions of the Agreement.
From and after the Closing Date (as defined in the Agreement) upon request
of Butel, JBTL shall, at Butel's expense, duly execute, acknowledge and deliver
all such further acts, deeds, assignments, transfers, conveyances, powers of
attorney and assurances as may be required to convey to and vest the Purchased
Assets in Butel or its permitted assignees and as may be appropriate to protect
Butel's rights, title and interest in and enjoyment of all the Purchased Assets
and as may be appropriate otherwise to carry out the transactions contemplated
by the Agreement and this Irrevocable Xxxx of Sale.
IN WITNESS WHEREOF, and intending to be legally bound, the undersigned has
duly executed and delivered this Irrevocable Xxxx of Sale as of this June 21,
2005.
JBTL
By: /s/ Xxxxxxx D'Agata
----------------------------
Xxxxxxx D'Agata, President, CEO and Director
Butel, an individual
By: /s/ Xxxx Xxxxx
----------------------------
Xxxx Xxxxx
An individual
