EXHIBIT 10.6
AGREEMENT OF PURCHASE AND SALE OF ASSETS
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THIS AGREEMENT IS made as of the 30th of April 1998, between Taig Ventures,
Inc. ("Taig"), a Utah corporation and Tri-National Development Corp.
("TND"), a Wyoming corporation. In consideration of the mutual covenants,
agreements, representations and warranties contained in this Agreement, the
parties agree as follows:
ARTICLE 1 - Purchase and Sale of Assets
1.01 - Assets
The assets to be conveyed, transferred, signed, and delivered, as provided
by this Agreement, shall, without limitation, include 50 acres of the
property, (see Exhibit A - Legal Description) known as the Hills of Bajamar
owned by Planificacion y Desarrollo Regional Jatay, S.A. de C.V., ("PDRJ")
a Mexican Corporation, which is a wholly-owned subsidiary of "TND", but
does not include any other assets of "TND" or "PDRJ". The 50 acres will be
transferred to "Taig" at a price of $ 60,000 per acre, for a total purchase
price of $ 3,000,000.
1.02 - Consideration - As full payment for the transfer of the assets
by "TND" to "Taig", the latter shall deliver at closing, the following:
Common Stock in Taig Ventures, Inc. "Taig" shall deliver to "TND", at
closing, shares of its common stock in the total amount of 3,000,000 shares
based on a value of $ 1.00 per share. "TND" commits to withhold these
shares from sale for a period of at least one year from the first day of
public trading of "Taig" common shares on the NASD Over the Counter Market,
expected in July of 1998. "Taig" in consideration for "TND" withholding the
sale of the shares for a minimum of one year agree that in the event that
the common shares identified herein are not trading at a price of at least
$ 1.00 per share one year from the date of this Agreement, "Taig" will
issue additional common shares to "TND" in an amount to then equal the
difference between $ 1.00 and the market price at close of that date. The
price and terms for the property is based on recent negotiations between
the parties and is subject to the approval of both parties' Board of
Directors.
1.03 - Participation Agreement - It is agreed that "Taig" intends to
proceed with the development of a Communications Facility on all or a
portion of the property. The compound used to house the Facility will
contain warehousing units for the storage of non-hazardous material,
transmissions systems along with other forms of communications equipment,
and limited employee housing units. Any amendments hereto or modifications
hereof shall be binding upon the parties hereto and their respective heirs,
successors and assigns. "Taig" agrees that "TND" retains the right to
review and pre-approve any usage for the property other than as above
stated."Taig" also agrees that "TND" reserves the exclusive right to
develop and manage all facilities on this site and the adjacent land,
providing the cost for same is competitive with outside sources.
1.04 - Exclusive Rights
In exchange for the exclusive right to provide and service all of the
residential and commercial communication needs for the Hills of Bajamar
property, "TND" will retain a 10% equity position in the Communications
Facility built on said property. The cost for providing and servicing the
communication needs of the property must remain competitive with outside
sources.
1.05 - Closing - The closing of this Agreement will take place on or
before the 30th day of April, 1998.
1.06 - Taxes - "Taig" and "TND" shall pay all taxes and fees,
excluding their individual income taxes, arising out of the transfer of the
assets.
ARTICLE 2 - Representations and Warranties of "TND"
2.01 - Warranties
"TND" represents and warrants that;
(i) Organization: "TND" is a corporation duly organized, validly existing,
and in good standing under the laws of Wyoming, has all necessary corporate
powers to own and sell its properties
and carry on business as now owned and operated by it and is in good
standing in the State of Wyoming.
(ii) Title: "TND" through its wholly owned subsidiary "PDRJ" is the owner,
beneficially and of record, of all assets identified or referred to in
paragraph 1.01 of this Agreement which as of closing shall be free and
clear of all liens, encumbrances, security agreements and any other
restrictions.
(iii) Condition of Property: "TND" confirms that the property identified or
referred to in paragraph 1.01 of this Agreement is fit for human occupation
and has not been used in the past for the deposit or storage of hazardous
waste or chemicals and that it is suitable for its intended purpose as
outlined in 1.03 of this Agreement.
2.02 - Absence of Changes
Since March 1, 1997, there has not been and will not at closing be any
changes in the financial condition or operation of "TND", except changes in
the ordinary course of business, which changes have not in the aggregate
been materially adverse to "Taig"'s interests.
2.03 - Compliance With Laws
"TND" represents that, to the best of its knowledge, it has complied with,
and is not in violation of any applicable federal, state or local statutes,
laws or regulations, affecting the assets or operation of the business of
"TND", both in Mexico and in the United States.
2.04 - No Breach or Violation
The consummation of the transaction contemplated by this Agreement shall
not result in or constitute any of the following:
(i) A breach of any term or provision of this Agreement;
(ii) A default or event that, upon notice or lapse of time or both, would
be a default, breach or violation of the Articles of Incorporation or
Bylaws of "TND", or any lease, license, promissory note, contract,
commitment or other agreement, instrument or arrangement to which "TND" is
a party;
(iii) An event that would permit any party to terminate any agreement.
2.04 - Authority
"TND" has the right, power, legal capacity and authority to enter into and
perform its respective obligations under this Agreement, subject only to
its Board of Directors approval, which should be secured prior to closing.
2.05 - Full Disclosure
None of the representations and warranties made by "TND", hereunder, or on
its behalf, contains or shall contain any untrue statement of material
fact, or omits or shall omit any material fact, the omission of which would
be misleading.
ARTICLE 3 - Representations and Warranties of "Taig"
"Taig" represents and warrants that:
(i) Organization: "Taig" is a corporation duly organized, validly existing,
and in good standing under the laws of Utah, has all necessary corporate
powers to own and sell its properties and carry on business as now owned
and operated by it and is in good standing in the State of Utah.
(ii) Pre-existing Relationship: "Taig" has a pre-existing business
relationship with "TND" of a nature and duration that has enabled it to
evaluate the business and financial circumstances of "TND" and the risks
and merits of this acquisition.
ARTICLE 4 - Obligations Before Closing
4.01 "TND"s Covenants
"TND" covenants that from the date of this Agreement until the closing:
(i) Access to Information: "Taig" and its representatives shall have full
access during all business hours to all properties, books, accounts,
records, contracts, and documents of, or relating to the assets and
property of "TND" being sold hereunder.
(ii) Conduct of Business: "TND" shall carry on its business and activities
diligently and in substantially the same manner as it previously has been
carried on, and shall not institute or
use any unusual or novel methods of manufacture, purchase, sale, lease,
management, accounting or operation that shall vary materially from those
methods used by "TND" as of the date of this Agreement.
4.02 Warranties at Closing
All representations and warranties of "TND" and "Taig" set forth in this
Agreement, shall also be true and correct as of the closing date as if made
on that date.
ARTICLE 5 - Conditions Precedent to "Taig"s Performance
5.01 Conditions
The obligations of "Taig" to purchase the assets under this Agreement are
subject to the satisfaction, at or before closing, of all of the conditions
set out below in this Article 5. "TND" may waive any or all of those
conditions in whole or in part without prior notice.
5.02 Accuracy of Representations
Except as otherwise set forth in this Agreement, all representations and
warranties by "TND" in this Agreement shall be true on and as of the
closing date as though made at that time.
5.03 Performance of "TND"
"TND" shall have performed, satisfied and complied with all covenants,
agreements and conditions required by this Agreement to be performed or
complied with by it on or before the closing date. During the period from
execution of this Agreement by both parties to the closing date, there
shall not have been any material adverse change in the financial condition
or the results of operations of "TND" and "TND" shall not have sustained
any material loss or damage to its assets, whether or not insured, that
materially affects its ability to conduct a material part of its business.
5.04 Absence of Litigation
No action, suit or proceeding before any court or any governmental body or
authority, pertaining to the transaction contemplated by this Agreement,
shall have been instituted or threatened on or before closing date.
5.05 Consents
All necessary agreements and consents to the consummation of the
transaction contemplated by this Agreement, if any, shall have been
obtained by "TND" and delivered to "Taig" at or before closing.
ARTICLE 6 - Conditions Precedent to "TND"s Performance
6.01 Conditions
The obligations of "TND" to sell and transfer the assets under this
Agreement are subject to the satisfaction, at or before the closing, of all
the following conditions in this Article 6.
6.02 Accuracy of Representations
Except as otherwise set forth in this Agreement, all representations and
warranties by "Taig" in this Agreement shall be true on and as of the
closing date as though made at that time.
6.03 "Taig"s Warranties
All representations and warranties by "Taig" in this Agreement shall be
true on and as of the closing date as though such representations and
warranties were made on and as of that date.
6.04 Absence of Litigation
No action, suit or proceeding before any court or any governmental body or
authority, pertaining to the transaction contemplated by this Agreement,
shall have been instituted or threatened on or before closing date.
6.05 Performance of "Taig"
"Taig" shall have performed, satisfied and complied with all covenants,
agreements and conditions required by this Agreement to be performed or
complied with by it on or before the closing.
6.06 Bankruptcy
In the event of bankruptcy, receivership or insolvency by either party, the
surviving party shall succeed to the rights and or position in the 50 acres
and or any subsequent contracts that may have been entered into for the
development of the property, subject to Bankruptcy court approval. Neither
party shall assign or sell their interest in this Agreement without the
other party's consent, which shall not be unreasonably withheld. The
parties also agree to enter into a formal buy & sell agreement at the
earliest possible date.
6.07 Consents
All necessary agreements and consents to the consummation of the
transaction contemplated by this Agreement, if any, shall have been
obtained by "TND" and delivered to "Taig" at or before closing.
ARTICLE 7 - The Closing
7.01 Closing
The Closing of the purchase and sale described herein shall take place on
or before April 30, 1998 at 10:00 A.M. Pacific Time, at the offices of
"TND" 000 Xxxxxx xxx Xxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx or at another time
and place agreeable to the parties.
7.02 "TND"s Obligations At the Closing
"TND" shall deliver or cause to be delivered to "Taig":
(i) Instruments of placement of all assets or other property of "TND" being
acquired hereunder by "Taig" into an escrow, with title being available
subject only to receipt by "TND" of full payment pursuant to this
Agreement.
7.03 "Taig"s Obligations
"Taig" shall execute and deliver to "TND":
(i) Common Shares of its Stock described in paragraph 1.02 of this
Agreement in a form acceptable to "TND".
ARTICLE 8 - Costs
8.01 Expenses
Each of the parties shall pay all costs and expenses incurred or to be
incurred by it in negotiation and preparation of this Agreement and in
closing and carrying out the transactions contemplated by this Agreement.
ARTICLE 9 - Form of Agreement
9.01 Headings
The Subject Headings of the paragraphs and subparagraphs of this Agreement
are included for purposes of convenience only, and shall not affect the
construction or interpretation of any of its provisions.
9.02 Modification and Waiver
This Agreement constitutes the agreement between the parties pertaining to
the subject matter contained in it and supersedes all prior and
contemporaneous agreements, representations, and understandings of the
parties. No supplement, modification, or amendment for this Agreement shall
be binding unless executed in writing by all the parties. No Waiver of any
of the provisions of this Agreement shall be deemed, or shall constitute,
a Waiver of any other provisions, whether or not similar, nor shall any
Waiver constitute a continuing Waiver. No Waiver shall be binding unless
executed in writing by the party making the Waiver.
9.03 Execution of the Agreement
This Agreement may be executed simultaneously in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
ARTICLE 10 - Parties
10.01 Rights of Parties
Nothing in this Agreement, whether express or implied, is intended to
confer any rights or remedies under or by reason of this Agreement on any
persons other than the parties to it and their respective successors and
assigns, nor is anything in this Agreement intended to relieve or discharge
the obligation or liability of any third persons to any party to this
Agreement, nor shall any provisions give any third persons any right of
subrogation or action over or against any party to this Agreement.
10.02 Assignment
This Agreement shall be binding on, and shall inure to the benefit of the
parties to it and their respective heirs, legal representatives,
successors, and assigns; provided, however, "Taig" may not assign any of
its rights under it, except to a wholly owned subsidiary corporation of
"Taig". No such assignment by "Taig" to its wholly owned subsidiary shall
relieve "Taig" of any of its obligations or duties under this Agreement.
ARTICLE 11 - Remedies
11.01 Arbitration
Any controversy or claim arising out of or relating to this Agreement, or
the making, performance, or interpretation thereof, shall be settled by
arbitration in San Diego, California in accordance with the Rules of the
American Arbitration Association then existing, and judgement on the
arbitration award may be entered in any court having jurisdiction over the
subject matter of the controversy.
11.02 Time is of the Essence
Time is of the Essence in this Agreement.
ARTICLE 12 - Nature and Survival of Representations and Obligations
12.01 Effect of Closing
All representations, warranties, convenants, and agreements of the parties
contained in this Agreement, or in any instrument, certificate, opinion or
other writing provided for in it, shall survive the closing.
ARTICLE 13 - Notices
All notices, demands and other communications under this Agreement shall be
in writing and shall be deemed to have been duly given on the date of
service if served personally on the party to whom notice is to be given, or
on the third day after mailing if mailed to the party to whom notice is to
be given, by first class mail, registered or certified, postage prepaid,
and properly addressed as follows:
To "TND" at: Att: Xx. Xxxxxxx Xxxxxxxx
Tri-National Development Corp.
000 Xxxxxx xxx Xxx Xxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx, 00000
X.X.X.
To "Taig" at: Att: Mr. Xxxxx Xxxxxxx
Taig Ventures, Inc.
0000 Xxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxxx, X.X., X0X 0X0
Xxxxxx
Either party may change its address for purposes of this paragraph by
giving the other party written notice of the new address in the manner set
forth above.
ARTICLE 14 - Governing Law
This Agreement shall be construed in accordance with, and governed by, the
laws of the State of California.
IN WITNESS WHEREOF, the parties to this Agreement have duly executed it on
the 30th day of April 1998.
"TND": Tri-National Development Corp. by
/s/ XXXXXXX XXXXXXXX
Xxxxxxx Xxxxxxxx, President
"Taig":Taig Ventures, Inc. by
/s/ XXXXX XXXXXXX
Xxxxx Xxxxxxx, President
