EXHIBIT 10.1
PURCHASE AGREEMENT
THIS AGREEMENT made the 10th day of May, 2001
BETWEEN:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, an individual residing
in the Province of Ontario (the "Purchaser")
- and -
TALK VISUAL CORPORATION, a corporation incorporated and existing under the laws
of the State of Nevada (the "Vendor");
WITNESSES THAT:
WHEREAS:
- THE ONTARIO INTERNATIONAL PROPERTY CORPORATION, is a
corporation incorporated and existing under the laws of the Province of Ontario
("TVCP");
- The issued and outstanding share capital of TVCP consists of one hundred (100)
common shares ("Common Shares") and five hundred thousand (500,000) preference
shares ("Preference Shares", the Common Shares and Preference Shares
collectively the "TOIPC Shares") all of which are owned by and registered in the
name of the Vendor;
- The Vendor has agreed to sell to the Purchaser, and the Purchaser has agreed
to purchase from the Vendor, all of the issued and outstanding shares in the
capital of TOIPC on the terms and subject to the conditions set out in this
Agreement;
NOW THEREFORE in consideration of the covenants, agreements, warranties and
payments hereinafter set out and provided for, the parties hereto hereby
respectively covenant and agree as follows:
ARTICLE I
INTERPRETATION
1.01 Defined Terms. For the purpose of this Agreement, unless the context
otherwise requires, the following terms shall have the respective meanings set
out below and grammatical variations of such terms shall have corresponding
meanings:
"Act" means the Business Corporations Act (Ontario), as in effect on the date
hereof;
"Business Day" means any day (other than a Saturday or a Sunday) on which
chartered banks are open for business in Canada;
"Closing Date" means Wednesday the 16th of May 2001 or such other date mutually
agreed;
"Time of Closing" means the time of mutual exchanges on the Closing Date.
1.02 Currency. Unless otherwise indicated, all dollar amounts referred to in
this Agreement are expressed in the lawful currency of the United States of
America.
1.03 Sections and Headings. The division of this Agreement into sections and the
insertion of headings are for convenience of reference only and shall not affect
the interpretation of this Agreement.
1.04 Number, Gender and Persons. In this Agreements, words importing the
singular number only shall include the plural and vice versa, words importing
gender shall include all genders and words importing persons shall include
individuals, corporations, partnerships, associations, trusts, unincorporated
organizations, governmental bodies and other legal or business entities.
1.05 Entire Agreement. This Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof and supersedes all prior
agreements, understandings, negotiations and discussions, whether written or
oral. There are no conditions, covenants, agreements, representations,
warranties or other provisions, express or implied, collateral, statutory or
otherwise, relating to the subject matter hereof except as herein provided.
1.06 Applicable Law. This Agreement shall be constructed, interpreted and
enforced in accordance with, and the respective rights and obligations of the
parties shall be governed by, the laws of the Province of Ontario and the
federal laws of Canada applicable therein, and each party hereby irrevocably and
unconditionally submits to the non-exclusive jurisdiction of the courts of such
province and all courts competent to hear appeals therefrom.
1.07 Severability. If any provision of this Agreement is determined by a court
of competent jurisdiction to be invalid, illegal or unenforceable in any
respect, such determination shall not impair or affect the validity, legality or
enforceability of the remaining provisions hereof, and each provision in hereby
declared to be separate, severable and distinct.
1.09 Successors and Assigns. This Agreement shall enure to the benefit of and
shall be binding on and enforceable by the parties and, where the context so
permits, their respective successors and permitted assigns. No party may assign
any of its rights or obligations hereunder without the prior written consent of
the other parties.
1.10 Amendment and Waivers. No amendment or waiver of any provision of this
Agreement shall be binding on any party unless consented to in writing by such
party. No waiver of any provision of this Agreement shall constitute a waiver of
any other provision, nor shall any waiver constitute a continuing waiver unless
otherwise expressly provided.
ARTICLE II
PURCHASE AND SALE OF THE PURCHASED SHARES
2.01 Purchase and Sale of Purchased Shares and US$475,000.00 Note. Subject to
the terms and conditions hereof, the Vendor covenants and agrees to sell, assign
and transfer to the Purchaser and the Purchaser covenants and agrees to purchase
from the Vendor the TOIPC Shares (the "Purchased Shares"). The Vendor further
agrees to assign to the Purchaser its benefit under a promissory note made by
TOIPC in favour of the Vendor, dated 31 March 1999 and attached as Schedule "A"
hereto, in the sum of Four Hundred and Seventy Five Thousand United States
Dollars (US$475,000.00) (the "US$475,000.00 Note").
2.02 Share Purchase Price. The purchase price payable by the Purchaser to the
Vendor of the Purchased Shares (the "Share Purchase Price") shall be the sum of
Three Hundred and Fifty Five Thousand United States Dollars (US$355,000.00). The
sum of Two Hundred Thousand United States Dollars (US$200,000.00) shall be
payable at the Time of Closing with the balance of ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars (US$155,00.00) payable within seven (7) days of
the Closing Date.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE VENDOR
3.01 Representations and Warranties of the Vendor. The Vendor represents and
warrants to the Purchaser as follows and acknowledges that the Purchaser is
relying upon such representations and warranties in connection with its purchase
of the Purchased Shares:
a. The Vendor represents that it is the owner of record of all the Purchased
Shares, with good and marketable title thereto, free and clear of all
encumbrances and to perform his obligations hereunder.
b. This Agreement has been duly authorized, executed and delivered by the Vendor
and is a legal, valid and binding obligation of the Vendor, enforceable against
the Vendor by the Purchaser in accordance with its terms, except as enforcement
may be limited by bankruptcy, insolvency and other laws affecting the rights of
creditors generally and except that equitable remedies may be granted only in
the discretion of a court of competent jurisdiction.
c. No person other than the Purchaser has any written or oral agreement or
option or any right or privilege (whether by law, pre-emptive or contractual)
capable of becoming an agreement or option for the purchase or acquisition from
each respective Vendor of any of the Purchased Shares.
d. TOIPC is duly incorporated and organized and validly subsisting under the
laws of the Province of Ontario and has the corporate power to own or lease its
property and to carry on the business as now being conducted by it. The assets,
liabilities and business of TOIPC are restricted to matters pertaining to the
property located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ (▇▇▇▇▇▇▇), ▇▇▇▇▇▇.
e. The authorized capital of TOIPC consists of an unlimited number of Common
Shares, of which one hundred (100) Common Shares and five hundred thousand
Preference Shares (and no more) all of which have been duly issued and are
outstanding as fully paid non-assessable shares in the capital of TOIPC.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
4.01 Representations and Warranties of the Purchaser. The Purchaser represents
and warrants to the Vendor as follows and acknowledges and confirms that the
Vendor is relying upon such representations and warranties in connection with
the sale by the Vendor of the Purchased Shares:
a. The Purchaser is of the capacity to enter into this Agreement.
b. The execution of the Agreement has been duly authorized, executed and
delivered by the Purchaser and is a legal, valid and binding obligation of the
Purchaser, enforceable against the Purchaser by the Vendor in accordance with
its terms.
c. The execution and delivery of this Agreement and the consummation of the
transactions provided for herein will not result in the violation of, or
constitute a default under, or conflict with or cause the acceleration of any
obligation of the Purchaser.
ARTICLE V
CONDITIONS OF CLOSING
5.01 Conditions of Closing in Favour of the Purchaser. The sale and purchase of
the Purchased Shares is subject to the following terms and conditions for the
exclusive benefit of the Purchaser, to be fulfilled or performed at or prior to
the Time of Closing:
a. The representations and warranties of each of the Vendor contained in this
Agreement shall be true and correct in all material respects at the Time of
Closing.
b. All of the terms, covenants and conditions of this Agreement to be complied
with or performed by each of the Vendors at or before the Time of Closing shall
have been complied with or performed.
5.02 Conditions of Closing in Favour of the Vendor. The purchase and sale of the
Purchased Shares is subject to the following terms and conditions for the
exclusive benefit of the Vendors to be fulfilled or performed at or prior to the
Time of Closing:
a. The representations and warranties of the Purchaser contained in this
Agreement shall be true and correct in all material respects at the Time of
Closing.
b. All of the terms, covenants and conditions of this Agreement to be complied
with or performed by the Purchaser at or before the Time of Closing shall have
been complied with or performed in all material respects.
ARTICLE VI
CLOSING ARRANGEMENTS
6.01 Place of Closing. The closing shall take place at the Time of Closing at
the offices of the Vendor or as designated by its counsel.
6.02 Transfer. At the Time of Closing, the Vendor shall deliver to the Purchaser
the certificates respecting all of the Purchased Shares, duly endorsed in blank
for transfer together with an assignment and conveyance of the US$475,000.00
Note in favour of the Purchaser. At that time, transfers of such shares will be
duly and regularly recorded in the name of the Purchaser; whereupon the Share
Purchase Price shall be paid and satisfied in the manner provided in Article 2.
6.03 Further Assurances. Each party to this Agreement covenants and agrees that,
from time to time subsequent to the Closing Date, it will at the request and
expense of the requesting party, execute and deliver all such documents and do
all such other acts and things as any other party hereto, acting reasonably, may
from time to request be executed or done in order to better evidence or
effectuate any provision of this Agreement.
ARTICLE VII
MISCELLANEOUS
7.01 Notices. Any notice or other communication required or permitted to be
given hereunder shall be in writing and shall be delivered in person,
transmitted by telecopy or similar means of recorded electronic communication or
sent by registered mail, charges prepaid, addressed to the last known address of
each respective party or their respective counsel.
7.02 Vendor's Option to Repurchase. The Vendor shall have the option to
repurchase from the Purchaser the Purchased Shares and the Promissory Note at a
price equal to the Purchase Price on or before the date which is six months
subsequent to the Closing Date, to be exercised by notice in writing given by
the Vendor to the Purchaser within such time. The purchase funds shall be paid
by certified cheque or wire transfer on closing, which shall be on a date chosen
by the Purchaser and falling within five (5) days following the date that notice
of the exercise of the option is given.
IN WITNESS WHEREOF this Agreement has been executed by the parties on the day
and date first above written.
TALK VISUAL CORPORATION
Per:__________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: President
Per:__________________________
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Financial Officer
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