ASSET PURCHASE AGREEMENT
THIS AGREEMENT is made effective on the 20th day of March, 2000 by and between
XRG INTERNATIONAL, INC., New Jersey corporation ("Purchaser") and USA Polymers,
Inc., a Florida corporation ("Seller").
WHEREAS, Seller presently has a business strategy to roll up plastic injection
molding companies ("Business");
WHEREAS, Purchaser desires to acquire certain assets of the Seller used in
connection with its business; and
WHEREAS, Seller desires to sell, transfer and assign to Purchaser such assets on
the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the promises and of the covenants and
agreements herein contained, it is agreed as follows:
1 Recitals. The above recitals are true and correct and are incorporated
herein by reference.
2. Assets to be Acquired. Subject to the terms of this Agreement, Seller will
transfer, convey, assign, set over, bargain, sell and deliver to Purchaser
at closing, and Purchaser will purchase, the assets indicated on Exhibit
"A" (collectively referred herein as the "Assets") from Seller, free and
clear of all leases, liens, and encumbrances other than as described in
this Agreement, said conveyance to be evidenced by a Xxxx of Sale in
substantially the form attached hereto as Exhibit "B", also assigning, to
the extent permissible, all existing warranties with respect to the Assets.
3. Purchase Price. In consideration for the sale of the Assets, Purchaser
shall pay Seller three million shares of XRG International, Inc. common
stock (3,000,000) on the terms and conditions set forth below.
4. Representations of Seller.
a. General. The Seller hereby represents, warrants and covenants that it
has the full power, right and authority to enter into this Agreement
and convey the Assets to the Purchaser on the terms and conditions set
forth herein. In addition, the execution of this Agreement and
compliance with the terms and conditions set forth herein will not
conflict with or result in a breach of any of the terms or provisions
of, or constitute a default under, any indenture, mortgage, loan
agreement or other instrument or agreement to which Seller is a party
or by which its property is bound
5. Representations of Purchaser.
a. Power and Authority . Purchaser hereby represents and warrants to the
Seller that the execution and delivery of this Agreement and all other
documents contemplated hereby have been duly and properly authorized
by the Purchaser's Board of Directors and that this Agreement is
binding upon and enforceable against Purchaser in accordance with its
terms. Purchaser further represents and warrants that all corporate
and other proceedings required to be taken by or on behalf of
Purchaser to authorize Purchaser to enter into and carry out this
Agreement and for the payment of the purchase price have all been duly
and properly taken.
b. No Conflicts. The execution and delivery of this Agreement, the
consummation of the transaction contemplated by this Agreement and the
compliance with the terms of this Agreement by Purchaser will not
conflict with or result in a breach of any of the terms or provisions
of or constitute a default under, the Articles of Incorporation or
By-Laws of the Purchaser or any indenture, mortgage, loan agreement or
other agreement of Purchaser.
6. The Closing, The parties agree that at such time the items described below
are received by the appropriate party the transactions contemplated by this
Agreement shall be considered consummated:
a. Seller shall deliver an executed Xxxx of Sale to Purchaser, in a form
acceptable to Purchaser's counsel;
b. Purchaser shall deliver the shares of common stock described in
paragraph 3;
Effective Date. The conveyances of the Assets shall be effective for all
accounting and proration purposes as of the close of business on March 20, 2000.
7. Indemnification. The Purchaser and the Seller agree to indemnify each other
with respect to any and all claims, losses and expenses which may be
incurred by any such party (the "Indemnified Party") arising out of
1. Any breach by any party to this Agreement of any of its
representations, warranties, covenants or agreements made in this
Agreement, the exhibits hereto or any document or paper delivered in
connection with the transaction contemplated hereby;
2. Any attempt (regardless of its success) by any person to cause or
require the Indemnified Party to pay or discharge any debt,
obligation, liability or commitment inconsistent with any
representation, warranty, covenant or agreement of the other party; or
3. Any action, suit proceeding, assessment or judgment arising out of or
incident to any of the matters indemnified against in this paragraph
9, including reasonable fees and disbursements of counsel (regardless
of whether trial is instituted and at trial or in appellate
proceedings).
8. Survival of Representations and Warranties. The warranties,
representations, covenants and agreements set forth herein shall be
continuous and shall survive the termination of this Agreement or any part
hereof.
9. General.
a. Expenses. Each of the parties to this Agreement shall pay its own
expenses in connection with this Agreement and the transactions
contemplated hereby, including the fees and expenses of its counsel,
certified public accountant and other experts.
b. Assignability. This Agreement shall not be assignable by one of the
parties to this Agreement without the prior written consent of the
other party to this Agreement.
c. Venue, Process. The parties to this agreement agree that jurisdiction
and venue shall properly lie in the Sixth Judicial Circuit of the
State of Florida, in and for Pinellas County, Florida, or in the
United States District Court for the Middle District of Florida (Tampa
Division), with respect to any legal proceedings
arising from this Agreement. Such jurisdiction and venue is merely
permissively; and jurisdiction and venue also shall continue to lie in
any court where jurisdiction and venue are found to be proper. The
parties finther agree that the mailing of any process shall constitute
valid and lawful process against them.
d. Governing Law. This Agreement has been negotiated and prepared and
shall be performed in the State of Florida, and the validity,
construction and enforcement of, and the remedies under, this
Agreement shall be governed in accordance with the laws of the State
of Florida (except that if any choice of law provision under Florida
law would result in the application of the law of a state or
jurisdiction other than the State of Florida, such provision shall not
apply).
e. Severabilily of Provisions. The invalidity or unenforceability of any
particular hereof shall not affect the remaining provisions of this
Agreement, and this Agreement shall be construed in all respects as if
such invalid or unenforceable provision were omitted.
f. Exhibits. The exhibits to this Agreement are incorporated by reference
herein and are made a part hereof as if they were fully set forth
herein.
IN WITNESS WBEREOF, the parties have executed this Agreement as of the date
first indicated above.
USA POLYMERS, INC.
By:
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Name:
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Title:
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XRG INTERNATIONAL, INC.
By:
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Name:
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Title:
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EXHIBIT A
ASSETS
1. Business Plan
2. Corporate Name
3. Acquisition Candidates and Letters of Intent
4. Goodwill
