PURCHASE AGREEMENT
THIS AGREEMENT is made as of the 1st day of July 1999 by and
between the Stockholders of MBM Capital Group Inc., a Nevada
Corporation, ("SOFMBM"), located at X.X. Xxx 0000, Xxxxxx Xxxxx,
Xxxxxxxxxx 00000 and Internet Business's International, Inc.
("IBUI"), located at 0000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxx Xxxxx,
Xxxxxxxxxx 00000.
THE PARTIES AGREE AS FOLLOWS:
1. Agreement.
1.1 Subject to the terms and conditions of this Agreement, IBUI
agrees to pay at closing $72,000.00 cash plus up to 500,000
shares (prorated based upon income) for, SOFMBM's (MBM Capital
Groups Inc.) production facility, and commerce site. The
payments will be as follows; $72,000.00 cash on closing and the
stock of IBUI restricted as per rule 144 within 45 days of
closing (based upon the agreed to pro ration formula).
1.2 Closing: The closing shall take place on or before July 10th,
1999 or at such other time and place as SOFMBM and IBUI mutually
agree upon in writing (which time and place are designated as the
"Closing"). At the Closing, SOFMBM, shall deliver to IBUI, all
documents necessary to transfer ownership and title to the MBM,
and all MBM customer lists, all MBM customer accounts, all MBM
customer contracts and paperwork pertaining thereto, MBM
trademarks, MBM and related licenses, MBM software copyrights,
MBM text copyrights, all rights as applicable in and to the
domain name, MBM and related operating manuals, scripts and
programs, and graphics and words, MBM accounting systems, and the
MBM database.
2. Representations and Warranties of SOFMBM
Except as expressly set forth in any Schedule of Exceptions
furnished to the Parties with respect to the subparagraphs
hereof, SOFMBM hereby represents and warrants to the Parties the
following:
2.1 Organization, Will Be In Good standing: MBM is a corporation
duly organized, validly existing and in good standing under the
laws of the State of Nevada and has all requisite corporate power
and authority to carry on its business as now conducted. SOFMBM.
2.2. Subsidiaries: SOFMBM does presently own or control, directly
or indirectly, other interests in other corporations.
2.3 Litigation: There is no action, suit proceeding or
investigation currently threatened against the SOFMBM which
questions the validity of this Agreement or the right of SOFMBM
to enter into it, or to consummate the transactions contemplated
hereby, or which might result, in the aggregate, in any material
adverse changes in the assets, conditions, affairs or prospects
of SOFMBM. SOFMBM is not a party or subject to the provisions of
any order, writ, injunction, judgment or decree of any court or
government agency or instrumentality.
2.4 Title to Property and Assets: SOFMBM owns its property and
assets free and clear of all mortgages, liens, loans and
encumbrances, except such encumbrances and liens which arise in
the ordinary course of business and which do not materially
impair SOFMBM's ownership or use of such property or assets. With
respect to the property and assets it leases, SOFMBM is in
compliance with such leases and, to the best of SOFMBM's
knowledge, holds a valid leasehold interest free and clear of any
liens, claims, or encumbrances.
2.5 Changes: Since 6/1/99 there has not been, any change in the
assets, liabilities, financial condition or operating results of
SOFMBM, except changes in the ordinary course of business which
have not been, in the aggregate, materially adverse;
2.6 Absence of Undisclosed Liabilities: SOFMBM has no material
liabilities or obligations, either accrued or unaccrued, fixed or
contingent, which have not been disclosed.
3. Representations and Warranties of the Parties
Except as expressly set forth in any Schedule of Exceptions
furnished to the SOFMBM with respect to the subparagraphs hereof,
the Parties hereby, jointly and severally, represent and warrant
to SOFMBM the following:
3.2 Authorization: All action on the part of the Parties
necessary for the authorization, execution and delivery of this
Agreement, and the performance of all obligations of the Parties
hereunder has been taken or will be taken prior to the Closing,
and this Agreement constitutes a valid and legally binding
obligation of the Parties, enforceable in accordance with its
terms.
3.4 Litigation: There is no action, suit proceeding or
investigation currently threatened against IBUI which questions
the validity of this Agreement or the right of the parties to
enter it, or to consummate the transactions contemplated hereby.
3.5 Good Title: At Closing, IBUI will deliver to SOFMBM an
acknowledgment with respect to the MBM, that SOFMBM is the
registered owner, on the books and records of the MBM.
4. Conditions of the Obligations of SOFMBM at Closing:
The obligations of SOFMBM under this Agreement are subject to the
fulfillment on or before the Closing of each of the following
conditions:
4.1 Representations and Warranties of SOFMBM: The representations
and warranties of SOFMBM contained in Section 2 hereof shall be
as and as of the Closing with the same effect as though such
representations and warranties had been made on and as of the
date of such Closing.
4.2 Performance by SOFMBM: SOFMBM shall have conformed with all
agreements, obligations and conditions contained in this
Agreement to which it is subject on or before Closing.
5. Conditions of the Obligations of the Parties at Closing.
The obligations of the Parties under this Agreement are subject
to the fulfillment on or before the Closing of each of the
following conditions:
5.1 Representations and Warranties of the Parties: The
representations and warranties of the Parties contained in
Section 3 hereof shall be true on and as of the closing with the
same effect as though such representations and warranties had
been made on and as of the date of such Closing.
5.2 Performance by the Parties: The Parties shall have conformed
with all agreements, obligations and conditions contained in this
Agreement to which they are subject on or before Closing.
6. Survival of Representations and Warranties and
Indemnification.
6.1 Survival of Representations and Warranties: Not with standing
the Closing of this Agreement, the representations and warranties
of SOFMBM and the Parties contained in this
agreement shall survive the Closing until the date one (1) year
after the date of the Closing, provided, however, that as to any
breach, or misstatement in, any misrepresentation or warranty as
to which the Parties have given notice to SOFMBM or has given
notice to the Parties on or prior to the expiration of such (1)
year period, the same shall continue to survive beyond said
period, but only as to the matters contained in such notice.
6.2 Indemnification by SOFMBM: SOFMBM covenants and agrees to
hold IBUI harmless from any and all costs, expenses, losses,
damages, and liabilities incurred or suffered directly or
indirectly by IBUI (including reasonable legal fees and costs)
proximately resulting from or attributable to the material breach
of, or a material misstatement in, any one or more of the
representations or warranties of SOFMBM made in or pursuant to
this Agreement. Not with standing any other provision of this
Agreement, the Parties acknowledge and agree that no
representation of SOFMBM hereunder or omission from this
Agreement or its schedules shall be deemed materially misleading
and no warranty hereunder by SOFMBM shall be deemed breached if
IBUI have obtained accurate information regarding the matter
prior to Closing.
6.3 Indemnification by IBUI: IBUI jointly and severally covenant
agree to hold SOFMBM harmless from any and all costs, expenses,
losses, damages, and liabilities incurred or suffers directly or
indirectly by SOFMBM (including reasonable legal fees and costs)
proximately resulting from or attributable to the material breach
of or a material misstatement in, any one or more of the
representations or warranties of IBUI made in pursuant to this
Agreement. Not with standing any other provision of this
Agreement, SOFMBM acknowledges and agrees that no representation
of IBUI hereunder or omission from this Agreement or its
schedules shall deemed materially misleading and no warranty
hereunder by IBUI shall be deemed breached if SOFMBM has obtained
accurate information regarding the matter prior to Closing.
6.4 Defense Against Asserted Claims: If any claim or assertion
of liability is made by a third party against a party indemnified
pursuant to this Section 6 (the "Indemnified Party") based on any
liability or absence of right which, if established, would
constitute a matter for which the Indemnified Party would be
entitled to indemnification by another party hereto (the
"Indemnifying Party") the Indemnified Party shall with reasonable
promptness give to the Indemnifying Party written notice of the
claim or assertion of liability and request the Indemnifying
Party to defend same. The Indemnifying Party shall have the right
to defend against such liability or assertion, in which event the
Indemnifying Party shall give written notice to the Indemnified
Party of the acceptance of defense of such claim and the identity
of counsel selected by the Indemnifying Party with respect of
such matters. The Indemnified Party shall be entitled to
participate with the Indemnifying Party in such defense and also
shall be entitled at its option to employ separate counsel for
such defense at the expense of the Indemnified Party. In the
event the Indemnifying Party does not accept the defense of the
matter as provided above or in the event that the Indemnifying Party or
its counsel fails to use reasonable care in maintaining such defense,
the Indemnified Party shall have the right to employ counsel for such
defense at the expense of the Indemnifying Party. All Parties hereto
will cooperate with each other in the defense of any such action and
the relevant records of each shall be available to the other with
respect to such defense.
7.Miscellaneous
7.1 Successors and Assigns: The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the
respective successors and assigns of SOFMBM and the Parties,
respectively. Nothing in this Agreement, express or implied, is
intended to confer upon any Party other than the Parties hereto
or their respective successors and assigns rights, remedies,
obligations or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.
7.2 Governing Laws: The laws of the state of Nevada shall govern
the rights and liabilities of the Parties to this Agreement and
the validity, construction, and interpretation thereof
7.3 Counterparts: This Agreement may be executed in two or more
countertops, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
7.4 Titles and Subtitles: The titles and subtitles used in this
Agreement are used for convenience only and are not to be
considered in construing this Agreement.
7.5 Notices: Any notice required or permitted under this
Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery to the Party to be
notified or upon deposit with the United States Post Office, by
registered or certified mail, postage prepaid and addressed to
the Party to be notified at the address indicated for such Party
in this Agreement, which is incorporated herein by references, or
at such other address as such party may designate by ten (10)
days advance written notice to the other parties.
7.6 Finders' Fee: Each party represents that it neither is nor
will be obligated for any finders' fee nor commission in
connection with this transaction, other then those already agreed
to.
7.7 Expenses: Each party shall pay its or his respective costs
and expenses incurred with respect to the negotiation, execution,
delivery and performance of this Agreement.
7.8 Joint and Several: Whenever any party undertakes any joint
and several covenant, agreement, representation, warranty, waiver
and/or other obligation under this Agreement, the breach by any
party to the joint and several undertaking shall be deemed to be
breached by all Parties to that undertaking and any Party
aggrieved by any such breach may proceed at its sole and absolute
discretion against any one or more or all of the Parties bound by
that joint and several undertaking.
7.9 Amendments and Waivers: Any term of this Agreement may be
amended and the observance of any terms of this Agreement may be
waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of
all Parties hereto.
7.10 Severability: If one or more provisions of this Agreement
are held to be unenforceable under applicable law, such provision
shall be excluded from this Agreement and the balance of this
Agreement shall be interpreted as if such provision were so
excluded and shall be enforceable in accordance with its terms.
IN WITNESS WHEREOF, the parties have executed this Agreement
effective the 1st day of July 1999.
INTERNET BUSINESS'S INTERNATIONAL, INC.
(A Delaware Corporation)
/s/ Xxxxxx Xxxx
By: Xxxxxx Xxxx, CEO
Stock Holders of MBM Capital Group Inc
/s/ .
By: Attorney in Fact
