AGREEMENT OF SALE
AGREEMENT OF SALE, made as of December 30, 2004, between Xxxxxxx Xxxxxxx, having
an address at 0000 Xxxxxxx Xxxxx, Xxxx Xxxx, Xxxx 00000 ("Seller"), and Michelex
Corporation, a Utah Corporation, having an address at 00 Xxxxx Xxxx, Xx.xxxxx,
Xxx Xxxx 00000 ("Purchaser').
1. Agreement to Sell. Seller agrees to sell, transfer and deliver to Purchaser,
and Purchaser agrees to purchase, upon the terms and conditions hereinafter set
forth, the Forty (40) shares of the capital stock of Hindsight Records, Inc., a
corporation organized under the laws of California (the "Corporation"), said
shares constituting all of the authorized and issued shares of the Corporation
(the "Shares").
2. Purchase Price. The purchase price to be paid by Purchaser:
(a) by the payment of Eight Hundred Thousand Dollars ($800,000.00) at the
closing by the execution and delivery of a Promissory Note by
Purchaser to Seller in said amount, substantially in the form of
Exhibit A hereto (the `Promissory Note"); and
(b) by the transfer to Seller of One Hundred Thousand (100,000) shares of
Michelex Corporation common stock; and (c) by taking title subject to
and assuming payment of the Existing Indebtedness in said principal
amount, and paying the same according to the terms thereof.
3. The Closing. The "closing" means the settlement of the obligations of Seller
and Purchaser to each other under this agreement, including the payment of the
purchase price to Seller as provided in Article 1 hereof and the delivery of the
closing documents provided for in Article 4 hereof. The closing shall be held at
the offices of Hindsight Records, Inc., 00 Xxxxx Xxxx, Xxxxxxx, Xxx Xxxx 00000,
on December 30, 2004 (the "closing date").
4, Closing Documents. At the closing Seller shall execute and deliver to
Purchaser:
(a) the certificate or certificates for the Shares, duly endorsed so as to
effectively transfer ownership of the Shares to Purchaser, together
with all appropriate fedcral and state transfer tax stamps affixed
(b) Letters of resignation from each director and officer of the
Corporation, effective as of the closing hereunder
(c) the Certificate of Incorporation or other organizational documents of
the Corporation, and the Bylaws, minute book, stock certificate book,
and seal of the Corporation; any bills, vouchers, records showing the
ownership of the furniture furnishings, equipment, other property used
in the operation of the Corporation; and all other books of account,
records and contracts of the Corporation (d) such other instruments as
may be necessary or proper to transfer to Purchaser all other
ownership interests in the Corporation to be transferred under this
agreement
At the closing Purchaser shall execute and deliver to Seller:
(a) an Assumption of the Existing Indebtedness in form and substance
satisfactory to Seller's attorney (b) One Hundred Thousand (100,000)
shares of Common Stock in Michelex Corporation.
5. Representations and Warranties of Seller. Seller represents and warrants to
Purchaser as follows:
(a) Seller has full power and authority to carry out and perform her
undertakings and obligations as provided herein.
(b) No action, approval, consent or authorization of any governmental
authority is necessary for Seller to consummate the transactions
contemplated hereby.
(c) The Corporation is a corporation duly organized wider the laws of
California, and the Corporation is validly existing and has not been
dissolved.
(d) Seller is the owner of the Shares, and. the Shares arc all of the
issued arid outstanding shares of stock of the Corporation. All, of
the Shares have a par value of One Hundred Dollars, are fully paid and
non-assessable, have not been assigned, pledged or hypothecated, and
are free of all liens, claims and encumbrances, except as set forth
herein.
(e) There are no violations of any law or governmental, rule or regulation
pending against Seller, the Shares or the Corporation.
(f) There are no judgments, liens, suits, actions or proceedings pending
against Seller, the Shares or the Corporation.
(g) The Corporation has not entered into, and is not subject to, any: (i)
written contract or agreement for the employment of any employee of
the business; (ii) contract with any labor union or guild; (iii)
pension, profit-sharing, retirement, bonus, insurance, or similar plan
with respect to any employee of the business; or (iv) similar contract
or agreement affecting or relating to the Corporation.
(h) The Corporation has filed each tax return, including without
limitation all income, excise, property, gain, sales, franchise and
license tax returns, required to be flied, by the Corporation prior to
the date hereof. Each such return is true, complete and correct, and
the Corporation has paid all taxes, assessments and charges of any
governmental authority required to be paid by it and has created
reserves or made provision for all taxes accrued but not yet payable.
6. Representations and Warranties of Purchaser. Purchaser represents and
warrants to Seller as follows:
(a) Purchaser has full power and authority to carry out and perform its
undertakings and obligations as provided herein.
(b) No action, approval, consent or authorization of any governmental
authority is necessary for Purchaser to consummate the transactions
contemplated hereby.
7. No Other Representations. Purchaser acknowledges that neither Seller nor any
representative or agent of Seller has made any representation or warranty
(expressed or implied) regarding the Corporation, or any matter or thing
affecting or relating to this agreement, except as specifically set forth in
this agreement.
8. Conduct of the Business. Seller, until the closing, shall:
(a) conduct the business in the normal, useful and regular manner;
(b) use her best efforts to preserve the business and the goodwill of the
customers and suppliers of the business and others having relations
with Seller; and
(c) give Purchaser and its duly designated representatives reasonable
access to the premises of the Corporation and the books and records of
the Corporation, and furnish to Purchaser such data and information
pertaining to the Corporation as Purchaser from time to time
reasonably may request.
9. Conditions to Closing. The obligations of the parties to close hereunder are
subject to the following conditions:
(a) All of the terms, covenants and conditions to be complied with or
performed by the other party under this agreement on or before the
closing shall have been complied with or performed in all material
respects.
(b) All representation's or warranties of the other party herein arc true
in all material respects as of the closing date.
(c) On the closing date, there shall be no liens or encumbrances against
the Corporation, except as provided for herein.
If Purchaser shall be entitled to decline to close the transactions contemplated
by this agreement, but Purchaser nevertheless shall elect to close, Purchaser
shall be deemed to have waived all claims of any nature arising from the failure
of Seller to comply with the condition's or other provisions of this agreement
of which Purchaser shall have actual know1edge at the closing.
10. Brokerage. The parties hereto represent and warrant to each other that they
have not dealt with any broker or finder in connection with this agreement or
the transactions contemplated hereby, ad no broker or any other person. is
entitled to receive any brokerage commission, finder's fee or similar
compensation in. connection with this agreement or the transactions contemplated
hereby. Each of the parties shall indemnify and hold the other harmless from and
against all liability, claim., loss, damage or expense, including reasonable
attorneys fees, pertaining to any broker, finder or other person with whom such
party has dealt.
11. Notices. All notices, demands and other communications required or permitted
to be given hereunder shall be in writing and shall be deemed to have been
properly given if delivered by hand or by Federal Express courier or by
registered or certified mail, return receipt requested, with postage prepaid, to
Seller or Purchaser, as the case may be, at their addresses first above written,
or at such other addresses as they may designate by notice given hereunder.
12. Survival. The representations, warranties and covenant contained herein
shall survive the delivery of the Xxxx of Xxx.e and shall continue in full force
and effect after the closing, except to the extent waived in writing.
13. Entire Agreement. This agreement contains all of the terms agreed upon
between Seller and Purchaser with respect to the subject matter hereof This
agreement has been entered into after full investigation.
14. Changes Must be in writing. This agreement may not be altered, amended,
changed, modified, waived or terminated in any respect or particular unless the
same shall, be in writing signed by the party to be bound.
15. Governing Law. This agreement shall be governed by arid construed in
accordance with the laws of the State of New York.
16. Binding Effect. This agreement shall not be considered an offer or an
acceptance of an offer by Seller, and shall not be binding upon Seller until
executed and delivered by both. Seller and Purchaser. Upon such execution and
delivery, this agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, executors, administrators, successors
and permitted assigns.
IN WITNESS WHEREOF, the parties have executed this agreement as of the date
first above written,
/S/Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx,
President
/S/Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx,
Owner
