ASSET PURCHASE AGREEMENT
This
asset purchase agreement is made as of this 30th day of
April, 2004 by and between Northern
Star Distributors Ltd., a British
Columbia corporation with an executive office at Suite 210D, 0000 Xxxxxxxxx
Xxxx, Xxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0, Xxxxxx (the “Buyer”), and
Hansa
Capital Corp., a
British Columbia company with an executive office at 0000 Xxxx 0xx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0, Xxxxxx (the “Seller”).
Factual
Background
The
parties acknowledge that the agreement set forth below is premised upon the
following mutual understanding:
A. |
The
Seller is the owner of the Internet domain name “xxxxxxxxxxxxxxxx.xxx”
(the “Domain
Name”). |
B. |
Buyer
desires to purchase the Domain Name and certain related assets of the
Seller in accordance with the terms and conditions set forth
herein. |
Terms
of Agreement
In
consideration of the mutual promises and obligations set forth below, the
parties agree that:
1. |
Currency.
All references to dollars are to Canadian dollars unless otherwise
indicated. |
2. |
Assets
to be Transferred by the Seller. In
exchange for the purchase price and other agreements described below, the
Seller will transfer to the Buyer by warranty xxxx of sale and assignment,
free and clear of all liens, encumbrances and other rights or
restrictions, all of the following assets (collectively the “Assets”): |
a. |
all
right, title and interest of the Seller in the Domain
Name; |
b. |
all
right, title and interest that the Seller may have in the trade name
“xxxxxxxxxxxxxxxx.xxx” and all logos and other marks associated with the
trade name (the “Trade
Names”);
and |
c. |
all
right, title and interest in the inventory used in the business associated
with the Domain Name and the Trade Names. |
3. |
Purchase
Price.
The Buyer will pay to the Seller Ten Thousand Dollars ($10,000) for the
Assets (the “Purchase
Price”). |
4. |
Payment
of Purchase Price. As
consideration for the Purchase Price, the Buyer will give a promissory
note to the Seller for the principal amount of $10,000 with a simple
interest rate of 3% per annum, which is the sum of the overnight rate set
by the Bank of Canada on April 13, 2004, plus an additional 1%, all to be
paid on or before December 31, 2004 (the “Promissory
Note”).
The Promissory Note will be in a form that is acceptable to the Seller and
its counsel. |
5. |
Closing.
The parties will agree on a Closing date not later than April 30, 2004. On
the date hereof, each of the parties will sign all of the documents
required to complete this agreement. The Buyer will submit a transfer
request to the Seller’s domain registration agent and the Seller will,
upon receipt of the transfer request from its domain registration agent,
approve and accept the transfer of the
Domain. |
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6. |
Conditions
Precedent to Buyer’s Obligations.
The obligations of the Buyer to complete this agreement are expressly
subject to the following conditions: |
a. |
The
Seller must have approved and accepted the transfer
request. |
b. |
The
Seller must have delivered to the Buyer the warranty xxxx of sale and
assignments conveying good and marketable title to the Assets, free of all
liens and encumbrances, in a form acceptable to the Buyer and its
counsel. |
c. |
All
representations and warranties of the Seller set forth in this agreement
must be true, complete and accurate as of the date of the
Closing. |
7. |
Conditions
Precedent to Seller’s Obligations.
The obligations of the Seller to complete this agreement are expressly
subject to the following conditions: |
a. |
The
Buyer must have submitted a transfer request to the Seller’s domain
registration agent |
b. |
The
Buyer must have delivered the Promissory Note to the
Seller. |
c. |
All
representations and warranties of the Buyer set forth in this agreement
must be true, complete and accurate as of the date of the
Closing. |
8. |
Representations
and Warranties of the Seller.
As a material inducement to the Buyer to purchase the Assets as
contemplated by this agreement, the Seller represents and warrants to the
Buyer that: |
a. |
The
Seller is duly organized, validly existing and in good standing under the
laws of the Province of British Columbia, and has the power under its
articles of incorporation to transfer the Assets and enter into and
perform this agreement. |
b. |
The
execution, delivery and performance of this agreement have been validly
authorized by appropriate corporation action, the authorization is
effective, and no other corporate authorization is necessary for the
Seller to properly complete the transactions contemplated in this
agreement. |
c. |
On
the date of the Closing the Seller will have good and marketable title to
the Assets, free and clear of liens, encumbrances and rights of
others. |
d. |
The
Seller has properly registered the Domain Name without committing fraud or
misrepresentation, has not received any claim from a third party that the
use of Domain Name violates the rights of the third party, has not used
the Domain Name for any illegal purpose. |
e. |
The
use of the Domain Name does not infringe the rights of any third party in
any jurisdiction. |
f. |
No
legal actions, suits, or other legal or administrative proceedings are
pending or, to the best of the Seller’s knowledge, threatened against the
Seller in regard to the Assets, and the Seller is not aware of any facts
that might result in any action, suit or
proceeding. |
g. |
No
representation or warranty made by Seller in this agreement or in any
statement or certificate furnished to Buyer under this agreement or in
connection with it, contains any untrue statement of material fact or
omits to state a material fact necessary to make the statements contained
not misleading. |
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h. |
The
representations and warranties of the Seller set forth above are made upon
the signing of this agreement and will be deemed to be made again at the
time of the Closing, and such representations and warranties will survive
the date of the Closing. |
9. |
Representations
and Warranties of the Buyer. As
a material inducement to the Seller to sell the Assets as contemplated by
this agreement, the Buyer represents and warrants to the Seller
that: |
a. |
The
Buyer is duly organized, validly existing and in good standing under the
laws of the Province of British Columbia, and has the power under its
articles of incorporation to acquire the Assets and enter into and perform
this agreement. |
b. |
The
execution, delivery and performance of this agreement have been validly
authorized by appropriate corporation action, the authorization is
effective, and no other corporate authorization is necessary for the Buyer
to properly complete the transactions contemplated in this
agreement. |
c. |
No
representation or warranty made by Buyer in this agreement or in any
statement or certificate furnished or to be furnished to Seller pursuant
hereto or in connection herewith, contains or will contain any untrue
statement of material fact or omits or will omit to state a material fact
necessary to make the statements contained therein not
misleading. |
d. |
The
representations and warranties of the Buyer set forth above are made upon
the signing of this agreement and will be deemed to be made again at the
time of the Closing, and such representations and warranties will survive
the date of the Closing. |
10. |
General
Provisions. |
a. |
Time.
Time is of the essence of this agreement and any amendment to
it. |
b. |
Assignment.
This agreement is binding upon and inures to the benefit of the parties
and their respective successors and permitted assigns. Neither party may
assign this agreement without the written consent of the
other. |
c. |
Notices.
All
notices and statements must be in writing and, together with any payments,
be delivered personally or by overnight courier service, return receipt
requested, delivery prepaid to the intended party at the address given at
the beginning of this agreement. Any notice is deemed to be received upon
delivery, if personally delivered, or one business day after depositing
with an overnight courier service if so
deposited. |
d. |
Entire
Understanding.
This agreement represents the entire understanding and agreement between
the parties and supersedes all prior negotiations, representations and
agreements made by and between them |
e. |
Counterparts.
This agreement may be signed in two or more counterparts and delivered to
the parties by fax. The counterparts together are deemed to be one
original agreement. |
f. |
Enforceability.
The
invalidity or enforceability of any particular provision of this agreement
does not affect the other provisions, and the agreement must construed in
all respects as if the invalid or unenforceable provisions were
omitted. |
g. |
Jurisdiction.
This agreement is governed by the laws of British Columbia, and any
litigation arising out of this agreement must be conducted in the courts
of British Columbia. |
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Execution
by the Parties
The duly
authorized signatures of the parties below are evidence of the parties’
agreement as of the date set out on page 1.
Northern
Star Distributors Ltd., a
British Columbia corporation
By:
/s/
Xxxxx Xxxxx
Its:
President
, duly
authorized
Hansa
Capital Corp., a
British Columbia corporation
By:
/s/
signed
Its:
President
, duly
authorized
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