EXHIBIT 10.6
ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT, ("the Agreement") is made and entered into
as of February 2, 2001 between ▇▇▇▇▇▇ ▇▇▇ hereinafter referred as ("Buyer") and
Digi Link Technologies, Inc., ("Seller").
In consideration of the mutual covenants, agreements, representations and
warranties herein contained, and intending to be legally bound, the parties
agree as follows:
1. Purchase and Sale of Assets.
1.1 Assets to be Acquired. On the terms and subject to the conditions of
this Agreement, at the Closing (hereinafter defined), Seller shall sell and
deliver to Buyer, and Buyer shall purchase and acquire, all the certain assets,
relating to the recycling business of Seller known as IROC ("IROC") that are set
forth on Schedule "A" (the Assets to be Acquired).
1.2 Consideration. The consideration for the Assets to be Acquired shall
consist of 825,000 common shares of Digi Link Technologies, Inc. and assumption
of certain liabilities of Seller by Buyer the aggregate total of which shall
constitute "the Purchase Price."
At the Closing, the Seller will deliver a "Closing Statement". The Closing
Statement will set forth the assets to be acquired and the liabilities to be
assumed by the Buyer.
(a) Liabilities.
At the Closing Buyer will assume all obligations, liabilities, claims and
demands contractual obligations of Seller arising from, related to or associated
with the Assets to be Acquired ("the Accepted Liabilities").
1.3 Assumption of Liabilities. At the Closing, Buyer shall assume and agree
to pay and discharge in due course and shall hold Seller harmless from the
Accepted Liabilities at the time of the Closing.
1.4 Undertaking as to Obligations. At the Closing, Buyer shall assume and
agree to observe, perform and fulfill the terms and conditions to be observed,
performed and fulfilled subsequent to the Closing and hereby agrees to indemnify
and hold harmless Seller from, and against any liability arising from the
contracts, agreements, leases, patents, licenses, commitments and undertakings
of Seller set forth on Schedule "A" and duly assigned to Buyer at the Closing.
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1.5 Limitations as to Assumption and Undertaking. The provisions of
Paragraphs 1.3 and 1.4 shall not confer any rights on any person not a party to
this Agreement, and Buyer reserves all defenses, offsets or counterclaims in
respect of any liabilities assumed or undertakings made herein.
2. Closing.
2.1 Time and Place of Closing. Closing hereunder (the "Closing") shall take
place at the offices of Seller, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ at
10:00 a.m. local time on such date or such other time as shall be agreed on
between the parties hereto, which shall be no later than February 2, 2001. ("the
Closing Date")
2.2 Deliveries by Seller. At the Closing, Seller shall execute and deliver
to Buyer the following:
(a) Good and sufficient bills of sale with covenants of warranty of title,
endorsements, assignments and other good and sufficient instruments of sale,
transfer and assignment, in form and substance satisfactory to Buyer with all
required state and local documentary and transfer stamps affixed, as shall be
required or as may be desirable in order to vest effectively in Buyer good,
indefeasible and marketable title to the Assets to be Acquired, free and clear
of all liens, encumbrances, security interests and other burdens.
(b) All books of account, business records, documents maintained by or for,
or necessary or useful in the operation of the recycling business of IROC.
2.3 Further Assurances. At any time and from time to time after the
Closing, Seller shall, at the request of Buyer, take all action necessary to put
Buyer in actual possession and operating control of the Assets to be acquired
and shall execute and deliver such further instruments of sale, conveyance,
transfer, assignment and consent, and use its best efforts to obtain such
further consents and take such other action, as Buyer may request in order to
more effectively sell, convey, transfer and assign to Buyer any of the Assets to
be Acquired, to confirm the title of Buyer thereto and to assist Buyer in
exercising its rights with respect thereto.
2.4 Deliveries by Buyer. At the Closing, Buyer shall deliver to Seller the
following:
(a) The securities described in Paragraph 1.2.
(b) The assumption of liabilities and indemnification described in
Paragraph 1.3 and 1.4.
(c) The undertaking as to the obligations described in Paragraph 1.4.
2.5 Further Assurances. At any time and from time to time after the
Closing, Buyer shall, at the request of Seller, take all action necessary to
more effectively assume the obligations described in Paragraph 1.3 and 1.4
hereof.
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3. Representations and Warranties of Seller.
3.1 Qualification. Seller has the power to own its properties and conduct
its business.
3.2 Authorization. Seller has the power to execute, deliver, and carry out
the terms and conditions of this Agreement and has taken all action with respect
thereto, and the Agreement has been duly authorized, executed and delivered by
Seller and constitutes their valid, legal and binding agreement and obligation
in accordance with the terms hereof, except as may be limited by applicable
bankruptcy, insolvency, reorganization or other laws and equitable principles
affecting creditors' rights generally from time to time in effect.
3.3 Title to Assets. Seller makes no warrant as to title but will transfer
all of its rights, titles and interest to Buyer "as is" and "where is" with no
warranties.
4. Survival of Representations; indemnification.
4.1 Survival of Representations. All representations and warranties made by
any party hereto in this Agreement or pursuant hereto shall survive the Closing
hereunder and any investigation at any time made by or on behalf of the other
party to this Agreement, but any claims as to a breach thereof must be asserted
by notice to the party affected within one (1) year following the date of the
Closing.
5. Miscellaneous.
5.1 Condition Precedent. Seller's obligation to sell and Buyer's obligation
to buy are contingent on closing of the merger and reorganization agreement
between IROC and Digi Link.
5.2 Expenses. Each party agrees to be responsible for the payment of all
expenses incurred by or on behalf of it or him in connection with the
preparation, authorization, execution and performance of this Agreement,
including without limitation all fees of counsel, accountants and consultants.
5.3 Notices. All notices, demands and communications hereunder shall be in
writing and shall be deemed to be duly given if delivered upon personal delivery
or 2 days after deposit in the U.S. mail by registered or certified mail,
postage pre-paid, return receipt requested, as follows:
If to Seller: Digi Link Technologies
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
If to Buyer: ▇▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇
With a copy of
notice to Attorney: ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, Esq.
Sacher, Zelman, ▇▇▇ ▇▇▇▇, ▇▇▇▇,
Beiley, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
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5.4 Entire Agreement. This Agreement, and the exhibits and schedules
referred to herein or delivered pursuant hereto, contains the entire
understanding of the parties with respect to the subject matter, and supersedes
all prior agreement and understandings between the parties with reference
thereto. This Agreement may be amended only by a written instrument duly
executed by the parties.
5.5 Headings. The sections and paragraph headings contained in this
Agreement are for the reference purposes only and shall not affect in any way
the interpretation of this Agreement.
5.6 Successors and Assigns. This Agreement may not be assigned by Buyer
without the consent of Seller, except that Buyer may assign the various
covenants, representations and warranties of Seller to the extent necessary to
satisfy the requirements of any financial institution extending credit to Buyer.
Subject to the foregoing, the terms and conditions of this Agreement shall bind,
and inure to the benefit of, the parties hereto and their respective successors,
personal representatives and assigns.
5.7 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same Agreement.
5.8 Limitations. The representations and warranties set forth in this
Agreement, the schedules and exhibits hereto and the certificates to be
delivered at the Closing pursuant to this Agreement hereof constitute the only
warranties made by the parties hereto with respect to the transactions
contemplated hereby, and the property to be transferred pursuant hereto and such
warranties supersede all representations and warranties, written or oral,
previously made by the parties hereto.
5.9 Choice of Law.
This Agreement shall be interpreted and enforced pursuant to the laws of
the State of New Jersey.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written.
/s/: ▇▇▇▇▇▇ ▇▇▇
---------------
▇▇▇▇▇▇ ▇▇▇
Witness:
Digi Link Technologies, Inc.
By:/s/: ▇▇▇▇▇ ▇▇▇▇▇
-------------------
▇▇▇▇▇ ▇▇▇▇▇, President
Attest: _____________________________
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SCHEDULE "A"
Assets To Be Acquired
a. Independent Contractor Agreement - This Independent Contractor Agreement
("Agreement") dated April 5, 2000, by and between ▇▇▇▇ ▇▇▇▇▇▇ ("Consultant") and
IR Operating Corporation, a Delaware Corporation ("Company").
b. License Agreement - The Agreement dated 22nd day of December 199,
between, IR of New Jersey ("IRNJ") a New Jersey corporation and IR Operating
Corporation a Delaware corporation ("IR").
c. Lease Contract - Lease Contract dated 1st day of March, 2000 by and
between AREA JOBS DEVELOPMENT ASSOCIATION, an Illinois Not-for-Profit
Corporation with its principal office located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (Landlord), and IR OPERATING CORPORATION, (Tenant) for a
commercial building located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.
d. Assignment - An assignment of all rights and titles to an invention of
▇▇▇▇▇▇ ▇. ▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, entitled REINFORCED PLASTIC PALLET for which
application for Letters Patent of the United States were filed.
e. Assignment of Security Agreement in Patent - Assignment of the July 29,
1999, assignment to IROC by ▇▇▇▇▇▇ & Salmon, P.C., of the security agreement in
patent recorded October 16, 1998, wherein the ▇▇▇▇ ▇. ▇▇▇▇▇▇, and Innovative
Recycling Corporation granted a security interest to ▇▇▇▇▇▇ & Salmon, P.C. by
document dated September 30, 1998, which security interest a security interest
in patent no. 5,169,588, Serial No. 07696157 originally filed May 6, 1991, and
issued December 8, 1992.
f. Assignment of Patent for Plastic Recycling Process - Patent # 5,921,189
the Plastic Recycling Process.
g. Consulting Agreement - Agreement as of April 01, 2000, by and between IR
Operating Corporation, of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ARM
CP, ▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇.
h. Employment Agreement - Agreement dated 16th day of April, 1999 between
▇▇▇▇▇▇ ▇▇▇, residing at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇, (hereinafter referred
to as the "Executive") and I-ROCK Enterprises, Inc.,
i. Names and Trademarks - The names "IR Operating Corporation", "IROC" and
the "Service ▇▇▇▇" "IROC Process."
j. Equipment - All of the equipment that is reflected in the September 30,
1999, balance sheet and is located at the ▇▇▇▇▇▇▇ Plant located at ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.
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