0001144204-06-035865 Sample Contracts

ASSET PURSCHASE AGREEMENT
Assignment and Assumption Agreement • August 25th, 2006 • Friendlyway CORP • Non-operating establishments • Nevada

AGREEMENT dated as of August 22,, 2006, by and between friendlyway Inc., a Nevada based publicly traded company with offices at 1255 Battery St. Suite 200, San Francisco, CA 94111, hereinafter referred to as “friendlyway” and Ignition Media Group., Inc.., a wholly owned subsidiary of friendlyway Inc, with offices at 7222 Commerce Center Drive, Suite 240, Colorado Springs, CO 80919 hereinafter referred to as “IMG” and collectively with friendlyway referred to as “Buyer”, and Captive Audience, LLC, a limited liability company, hereinafter referred to as (“Seller”) with offices at 1 Industrial Drive, Vernon, NJ 07462.

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ADDENDUM TO AGREEMENT
Addendum to Agreement • August 25th, 2006 • Friendlyway CORP • Non-operating establishments

This Addendum is made and entered into this 1st day of August, 2006, by and between Pantel Systems Inc., a.k.a friendlyway Inc., a Nevada based publicly traded company with offices at 7222 Commerce Center Drive, Suite 240, Colorado Springs, CO 80919, hereinafter referred to as (“PSI”), and Ignition Media Group., Inc., a Nevada based wholly owned subsidiary of PSI , with offices at 7222 Commerce Center Drive, Suite 240, Colorado Springs, CO 80919, hereinafter referred to as (“IMG”) and collectively with PSI referred to as (“Buyer”) and Ignition Media Group., LLC., with offices at 307 Clairemont Rd. Villanova PA 19085 hereinafter referred to as (“Seller”). The parties having executed an Asset Purchase Agreement on May 18, 2006, hereinafter referred to as (“APA”) having verbally agreed to amend, extend, and supplement the APA on July 28, 2006 enter into this written Addendum to amend, extend, and supplement the APA which, in the event of inconsistency with the APA this Addendum will contr

ASSET PURSCHASE AGREEMENT
Assignment and Assumption Agreement • August 25th, 2006 • Friendlyway CORP • Non-operating establishments • Nevada

AGREEMENT dated as of August 22, 2006, by and between friendlyway Inc., a Nevada based publicly traded company with offices at 1255 Battery St. Suite 200, San Francisco, CA 94111, hereinafter referred to as friendlyway and Ignition Media Group., Inc., a Nevada based wholly owned subsidiary of friendlyway, with offices at 7222 Commerce Center Drive, Suite 240, Colorado Springs, CO 80919 hereinafter referred to as “IMG” and collectively with friendlyway referred to as “Buyer” and Ignition Media Group., LLC., with offices at 1760 Market St., Philadelphia, PA 19103 hereinafter referred to as (“Seller”)

ADDENDUM TO AGREEMENT
Addendum to Agreement • August 25th, 2006 • Friendlyway CORP • Non-operating establishments

This Addendum is made and entered into this 1st day of August, 2006, by and between Pantel Systems Inc., a.k.a friendlyway Inc., a Nevada based publicly traded company with offices at 7222 Commerce Center Drive, Suite 240, Colorado Springs, CO 80919, hereinafter referred to as (“PSI”), and Ignition Media Group., Inc., a Nevada based wholly owned subsidiary of PSI , with offices at 7222 Commerce Center Drive, Suite 240, Colorado Springs, CO 80919, hereinafter referred to as (“IMG”) and collectively with PSI referred to as (“Buyer”) and Captive Audience LLC, a limited liability company, with offices at 1 Wiebel Plaza, Sussex, NJ 0746, hereinafter referred to as (“Seller”). The parties having executed an Asset Purchase Agreement on May 18, 2006, hereinafter referred to as (“APA”) having verbally agreed to amend, extend, and supplement the APA on July 28, 2006 enter into this written Addendum to amend, extend, and supplement the APA which, in the event of inconsistency with the APA this Ad

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