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Exhibit No. 3
Ozolutions, Inc.
Form 10-SB
ASSET PURCHASE AGREEMENT
DATED: this 21st day of June, 2000
BETWEEN: 1421209 ONTARIO LIMITED, a company
incorporated
pursuant to the laws of the Province of
Ontario having its
Head Office in the City of Toronto
(sometimes referred to as "Ontario")
OF THE FIRST PART
- and -
OZOLUTIONS INC., a Corporation incorporated
pursuant
to the laws of the State of Delaware
(sometimes referred to as "Ozolutions")
OF THE SECOND PART
WHEREAS
A. Ontario has been appointed as the exclusive Marketing
Representative by Xxxxxx Atlas Ozone Systems Limited ("Xxxxxx")
for the Territories and upon such terms as are set out in the
Agreements all of which are attached hereto as Schedule "1.05"
being collectively called the "Assets";
AND WHEREAS
Ontario, subject always to the consent of Xxxxxx to any
Assignment has agreed to sell its right, title and interest in
all of the Representative Agreement to Ozolutions;
AND WHEREAS
Xxxxxx has consented to such assignments; copies of such
consents being attached hereto as Schedule "l.05".
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NOW THEREFORE THIS AGREEMENT WITNESSETH in consideration of
the sum of On ($1.00) Dollar and other good and valuable
consideration, THE PARTIES HERETO AGREE AS FOLLOWS:
1. COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE VENDOR
Ontario covenants, represents and warrants as follows and
acknowledges that Ozolutions is relying upon such covenants,
representations and warranties in connection with the purchase by
Ozolutions of the Assets herein:-
1.01 That the Contracts as set out in Schedule 1.05 are in good
standing and enforceable in accordance with the terms thereof.
1.02 Ontario is a corporation duly organized and validly
subsisting in good standing under the laws of the Province of
Ontario; it has the corporate power to own its property and to
carry on the Business which is now being conducted by it; it is
duly qualified as a corporation to do business and is in good
standing in each jurisdiction in which the nature of the business
conducted by it or where the property owned or leased by it makes
such qualification necessary.
1.03 The Assets are now owned by or will be owned by Ontario on
Closing as the beneficial owner thereof, with a good and
marketable title thereto, and are free and clear of all
mortgages, liens, charges, pledges, security interests, adverse
claims, encumbrances, demands or other claims whatsoever.
1.04 No person, firm or corporation has any written or oral
agreement, option, understanding or commitment or any right or
privilege (whether by law, pre-emptive or contractual) capable of
becoming an agreement or option for the purchase from Ontario of
the Assets or any part thereof.
1.05 No person, firm or corporation has any written or oral
agreement, option, understanding or commitment or any right or
privilege (whether by law, pre-emptive or contractual) capable of
becoming an agreement or option for the purchase, or assignment
of any of the contracts set out in Schedule 1.05 hereto, all of
which are in good standing and have been validly assigned to
Ontario.
1.06 Ontario was incorporated on the 1st day of June, 2000 and as
such has not prepared financial statements. Xxxx Xxxxxx, Director
of Ontario represents and warrants that Ontario will have no
liabilities whatsoever at Closing.
1.07 At the Closing Date there shall be no outstanding claims
against Ontario, and there shall be no material actions, suits or
proceedings, whether or not purportedly, on behalf of Ontario, or
to the knowledge of Ontario pending or threatened against or
affecting Ontario or any of its assets at law or in equity or
before or by any federal, provincial, municipal or other
governmental court, department, commission, board, bureau, agency
or instrumentality which in any way affect the Business or its
assets.
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1.08 The entering into of this Agreement and the transactions
contemplated hereby will not result in the violation of any of
the terms and provisions of the constating documents or by-laws
of Ontario or of any indenture or other agreement, written or
oral, to which Ontario may be a party or by which either is
bound.
1.09 As at the date hereof, Ontario holds all necessary permits
licenses and certificates and the like or has applications
pending therefor which are required to permit it to engage in and
carry on the Business, and, to the knowledge of Ontario there
exists no pending, threatened or anticipated action by any
authority to revoke, suspend,_ annul, cancel or otherwise affect
such permits, licenses, certificates and the like.
1.10 Ontario is not a party to any Contract of any nature or kind
save the Representative Contracts set out in Schedule 1.05.
1. 11 Ontario is not non-residents Corporation of Canada wit the
meaning of the Income Tax Act (Canada);
2. COVENANTS, REPRESENTATIONS AND WARRANTIES OF OZOLUTIONS
2.01 Ozolutions is a corporation duly organized and validly
subsisting in good standing under the laws of the State of
Delaware; it has the corporate power to own its property and to
carry on the Business which is now being conducted by it; it is
duly qualified as a corporation to do business and is in good
standing in each jurisdiction in which the nature of the business
conducted by it or where the property owned or leased by it makes
such qualification necessary.
2.02 Ozolutions has the corporate capacity to enter into this
Agreement.
3. PURCHASE OF THE ASSETS
3.01 Ozolutions shall purchase and Ontario shall sell all but not
less than all of the said assets for the price or sum of One
Million ($1,000,000.00) Dollars, U.S. together with Twenty-Five
Thousand ($25,000.00) Dollars, Canadian, and the issue of Eight
Million (8,000,000) Common Shares of Ozolutions to be issued as
fully paid and without assessment, payable in manner following:
(a) the sum of Twenty-five Thousand ($25,000.00), Canadian,
by way of a non- refundable deposit to be paid to the Solicitors
for Ontario and disbursed by such solicitors pursuant to the
instructions of Ozolutions contained in a letter dated June 3,
2000 and attached hereto as Schedule 3.01;
(b) (i) the sum of Three Hundred Thousand ($300,000.00)
Dollars, U.S. payable on or before the 60th day
following the qualification for trading of the
Ozolutions common shares on a recognized United States
Securities Exchange, but in no case later than November
21, 2000
(ii) the sum of Two Hundred and Fifty Thousand
($250,000.00) Dollars, U.S.
payable on or before the 60th day following the
qualification for trading of the Ozolutions common
shares on a recognized United States Securities
Exchange, but in no case later than November 21, 2000
(iii) the delivery of Eight Million (8,000,000) Common Shares
of Ozolutions
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to Ontario or as it may direct, as fully paid and
non-assessable, on or before the 60th day
following the qualification for trading of the
Ozolutions common shares on a recognized United
States Securities Exchange, but in no cafe later
than November 21, 2000;
(c) the sum of Two Hundred and Fifty Thousand ($250,000.00)
Dollars, U.S. payable to the Ontario or it they may direct,
payable on or before the 150th day following the qualification
for trading of the Ozolutions common shares on the a recognized
United States Securities Exchange, but in no case later than
December 21, 2000
(d) a further sum of Two Hundred Thousand ($200,000.00)
Dollars, U.S., payable to Ontario or as it may direct, on or
before the expiration of 180 days after the shares of Ozolutions
have been qualified for trading on a recognized United States
Securities Exchange but in no case later than August 21, 2001.
4. CONSULTING AGREEMENT WITH DEANS
4.01 On or before Closing, Ozolutions and Deans shall enter into
a Consulting Agreement in form attached hereto as Schedule 4.01.
5. OZOLUTIONS - CONDITIONS OF CLOSING
The obligation of Ozolutions to complete this Agreement on
the Closing Date shall be subject to the satisfaction or
fulfillment of the following conditions:
5.01 The representations, warranties and covenants contained in
Article I of this Agreement shall be true and correct at the time
of closing with the same force and effect as if such were made at
and as of such time, and Ozolutions shall be furnished with a
certificate of Ontario at the time of closing to such effect;
provided, however, that the receipt of such evidence and the
closing of the transaction of the purchase and sale herein
provided for shall not be deemed to be a waiver of the covenants,
representations and warranties contained in this Agreement.
5.02 The transactions herein provided for shall have been duly
authorized by all necessary corporate action on behalf of Ontario
and copies of any resolutions relating to such corporate action
certified by the Secretary of Ontario shall have been delivered
to Ozolutions at the time of closing.
5.03 Ontario shall furnish Ozolutions with evidence, including a
statutory declaration, that Ontario is not non-resident
corporation of Canada within the meaning of the Income Tax Act
(Canada) and that the sale of the Assets is not a disposition of
taxable Canadian property by a non-resident corporation within
the meaning of section 116 of the Income Tax Act (Canada).
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5.04 Ontario shall have entered into a Loan Agreement with
Ozolutions in form attached hereto as Schedule 5.04;
5.05 Ozolutions will have the right of first refusal to acquire
the manufacturing rights of C.W.T. or any affiliate who will be
manufacturing Xxxxxx Ozone SystemsOzoTitan Generator by matching
or increasing any bona fide offer received by C.W.T. or any
affiliate; such right to be exercised within a period of Two (2)
years after the proposed qualification of the trading of the
common shares of Ozolutions on a recognized United States
Securities Exchange.
6. ONTARIO'S CONDITIONS OF CLOSING
The obligation of Ontario to sell the assets to Ozolutions
on the Closing Date shall be subject to the satisfaction or
fulfillment of the following conditions:
6.01 There shall have been executed by Ozolutions and Deans, a
Consulting Agreement in form set out in Schedule 4.01 hereof
7. BENEFIT AND SURVIVAL OF COVENANTS,
REPRESENTATIONS AND WARRANTIES
7.01 The representations and warranties referred to in Article I
hereof are included for the sole benefit of Ozolutions, and it
may waive in whole or in part or extend the time for compliance
with any of such representations, warranties and conditions
without prejudice to its rights in respect of any other
representations, warranties or conditions or any other or
subsequent breach or non-compliance, provided that any such
waiver or extension shall only be binding upon Ozolutions if the
same is in writing, and such representations, warranties and
conditions shall not merge on the closing of the within
transaction of purchase and sale but shall survive such closing
for a period of one (1) year from the Closing Date.
8. CLOSING
8.01 The closing of the within transaction of purchase and sale
shall take place at the time of
closing on the Closing Date at the offices of: 00 Xxxxxx
Xxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx X0X 0X0
unless otherwise agreed in writing by the parties hereto.
9. NOTICES
9.01 Any notice, waiver, direction or other document required or
permitted to be given hereunder shall be in writing and may be
given by mailing or delivering the same, if to
Ontario, at: 000 Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
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and if to Ozolutions, at:- 00 Xxxxxx Xxxxxxxx,
Xxxxx 000,
Xxxxxxx, Xxxxxxx.
X0X 0X0
and in each case mailed by registered mail, postage prepaid, or
delivered to that address, and if mailed as aforesaid any such
notice shall be deemed to have been given on the third business
day following that on which the letter containing the notice is
posted.
9.02 Ozolutions or Ontario may change their address for service
from time to time by notice given in accordance with the
foregoing.
RESOLUTION OF DISPUTES
10.01 Any dispute arising between the parties under or in
connection with this Agreement shall be referred to the
determination of a single Arbitrator to be agreed between the
parties or in default of agreement, to be appointed by a Judge of
the Superior Court of the Province of Ontario;
10.02 Such Arbitration shall be governed by the laws of the
Province of Ontario and in particular by the Arbitration Act S.O.
or any statutory modification or re-enactment thereof and the
seat of Arbitration shall be Toronto, Ontario.
11. GENERAL PROVISIONS
11.01 This Agreement may not be amended or modified in any
respect whatsoever except by written instrument signed by all
parties hereto.
11.02 Time shall be of the essence of this agreement.
11.03 This Agreement shall be construed in accordance with and
governed by the laws of the Province of Ontario.
11.04 This Agreement shall enure to the benefit of and be binding
upon the parties hereto and their respective heirs, executors,
administrators and permitted assigns.
IN WITNESS WHEREOF the parties hereto have caused this Agreement
to be duly executed on the day and year first above written.
SIGNED, SEALED AND DELIVERED OZOLUTIONS INC.
In the Presence of Per: /s/ ________________
/s/ ___________
1421209 ONTARIO LIMITED
/s/ ______________
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