ASSET PURCHASE AGREEMENT
AGREEMENT,
dated as of January 5, 2007,
which shall be effective as of December 29, 2006 among Globalnet Corporation,
a
Nevada corporation with offices at 0000 Xxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxx,
Xxxxx 77054("Globalnet"), and Dibz International, Inc., a Delaware corporation
with offices at 9595 Six Pines – Market Street, Building 8, Xxxxx 0, Xxx
Xxxxxxxxx, XX 00000 (the "Dibz").
RECITALS
A.
Globalnet is the borrower of $3,000,000 worth of indebtedness held by New
Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore,
Ltd. and AJW Partners, LLC.
B.
Dibz desire to acquire such debt from Globalnet in consideration for certain
assets of Dibz.
C.
Globalnet desires to sell the same to Dibz.
NOW,
THEREFORE, in
consideration of the mutual representations, warranties, covenants and
agreements herein set forth, the parties hereto hereby agree as
follows:
1. Sale
of
Assets. Subject to the terms and conditions of this Agreement,
at the closing under this Agreement (the "Closing"), Dibz shall sell, convey,
assign, transfer and deliver to Globalnet, and Globalnet shall purchase, acquire
and accept from Dibz the non-exclusive right, title, and interest in and to
a
copy of all the iDialDirect technology set forth on Exhibit A (the
"Assets")
Both
Globalnet and Dibz acknowledge that Dibz shall retain a copy of all the Assets
set forth on Exhibit A. In the event that either party shall make any
modifications to any of the Assets after the date of this Agreement, such party
shall retain the exclusive right to such modifications.
2. Purchase
Consideration. In consideration of the purchase and sale of
the Assets, Globalnet shall convey all rights, title and interest to Three
Million Dollars worth of indebtedness held by New Millennium Capital Partners
II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners,
LLC
(the “Purchase
Consideration”) to Dibz at the Closing. Furthermore, Dibz shall be
entitled to use
up to $50,000 worth of services per month, on a non-cumulative basis, to be
provided by Globalnet pursuant to an operating agreement entered into
contemporaneously with the execution of this Agreement. A copy of
such operating agreement is attached hereto as Exhibit C.
It
is
expressly understood that neither party shall not assume, pay or be liable
for
any liability or obligation of either party of any kind or nature at any time
existing or asserted, whether, known, unknown, fixed, contingent or otherwise,
not specifically assumed herein by such party.
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3. Closing.
3.1
Place and
Time. The Closing shall take place at the offices of Sichenzia
Xxxx Xxxxxxxx Xxxxxxx LLP, 1065 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx,
Xxx Xxxx 00000, at 10:00 a.m. on January 5, 2007, or at such other time or
place
as Purchaser and Seller may mutually agree as may be evidenced by their
effecting the Closing (the "Closing Date").
3.2
Deliveries by
Globalnet. At the Closing, Globalnet shall deliver the
following to the Dibz:
(a)
the Purchase Consideration in the form of a promissory note in the name of
Dibz
for Three Million Dollars (the “Note”).
(b)
All other documents, certificates, instruments or writings reasonably required
by Dibz to be delivered by Seller at or prior to the Closing pursuant to this
Agreement.
(c)
A waiver from New Millennium Capital Partners II, LLC, AJW Qualified Partners,
LLC, AJW Offshore, Ltd. and AJW Partners, LLC as to the transfer of the Purchase
Consideration to Dibz.
(d)
Such deeds, bills of sale, assignments and other instruments of conveyance
and
transfer, and such powers of attorney, as shall be effective to vest in Dibz
title to or other interest in, and the right to full custody and control of,
the
Purchase Consideration, free and clear of all liens, charges, encumbrances
and
security interests whatsoever including, but not limited to, the Letter
Agreement annexed hereto as Exhibit
3.2(d).
3.3
Deliveries by
Dibz. At the Closing, Globalnet shall deliver the following to
the Dibz:
(a)
A copy of all of the Assets including without limitation all books and records
related thereto and/or the rights to take possession thereof.
(b)
All other documents, certificates, instruments or writings reasonably required
by Seller to be delivered by Purchaser at or prior to the Closing pursuant
to
this Agreement.
3.4
Proceedings. All
proceedings which shall be taken and all documents which shall be executed
and
delivered by the parties on the Closing Date shall be deemed to have been taken
and executed simultaneously, and no proceeding shall be deemed taken nor any
documents executed or delivered until all have been taken, executed and
delivered.
3.5
Conditions to Dibz'
Obligations. The obligations of Dibz to effect the Closing
shall be subject to the satisfaction at or prior to the Closing of the following
conditions, any one or more of which may be waived by Purchaser:
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(a)
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There
shall not be in effect any injunction, order or decree of a court
of
competent jurisdiction that prohibits or delays consummation of any
or all
of the transactions contemplated in this Agreement nor shall any
proceeding seeking any of the foregoing have been commenced.
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(b)
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The
representations and warranties of Globalnet set forth in this Agreement
shall be true and correct in all material respects as of the date
of this
Agreement and as of the Closing Date as though made at such time.
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(c)
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Globalnet
shall have performed and complied in all material respects with the
agreements contained in this Agreement required to be performed and
complied with by it prior to or at the Closing.
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(d)
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Dibz
shall have received a certificate to the effect set forth in clauses
(b)
and (c) above signed by Globalnet.
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3.6
Conditions to
Globalnet's Obligations. The obligations of Globalnet to
effect the Closing shall be subject to the satisfaction at or prior to the
Closing of the following conditions, any one or more of which may be waived
by
Globalnet:
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(a)
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There
shall not be in effect any injunction, order or decree of a court
of
competent jurisdiction that prohibits or delays the consummation
of any or
all of the transactions contemplated herein nor shall any proceeding
seeking any of the foregoing have been commenced.
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(b)
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The
representations and warranties of Dibz set forth in this Agreement
shall
be true and correct in all material respects as of the date of this
Agreement and as of the Closing Date as though made at such time.
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(c)
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Dibz
shall have performed and complied in all material respects with the
agreements contained in this Agreement required to be performed and
complied with by it prior to or at the Closing.
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(d)
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Globalnet
shall have received a certificate to the effect set forth in clauses
(b)
and (c) above signed by the Dibz.
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4. Representations
and
Warranties of Globalnet. Globalnet hereby represents and
warrants to Dibz as follows:
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4.1
|
No
Conflicts.
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(a)
Globalnet has the right, power, authority and capacity to execute and deliver
this Agreement and to perform its obligations under this Agreement.
(b)
Neither the execution, delivery or performance of this Agreement by Globalnet
nor the consummation by Globalnet of the transactions contemplated hereby will,
directly or indirectly (with or without notice or lapse of time or
both):
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(i)
contravene, conflict with or result in a violation or breach of (A) any legal
requirement or any governmental order to which Globalnet or any of the
properties or assets owned or used by Globalnet may be subject, or (B) any
authorization, license or permit of any governmental authority, including any
private investigatory license or other similar license, which is held by
Globalnet or that otherwise relates to the business of, or any of the assets
owned or used by Globalnet;
(ii)
result in a violation or breach of or constitute a default, give rise to a
right
of termination, cancellation or acceleration, create any entitlement to any
payment or benefit or require the consent or approval of or any notice to or
filing with any third party under any contract to which Globalnet is a party
or
to which his or his properties or assets may be bound, or require the consent
or
approval of or any notice to or filing with any governmental authority to which
the Globalnet or his properties or assets may be subject; or
(iii)
result in the imposition or creation of any encumbrance upon or with respect
to
any of the properties or assets owned or used by Globalnet.
4.2
No Undisclosed
Liabilities. Globalnet has no material liabilities or
obligations of any nature (whether absolute, accrued, contingent, or otherwise)
with respect to the Purchase Consideration except for liabilities or obligations
which have previously been disclosed to Dibz and current liabilities incurred
in
the ordinary course of business, which current liabilities are consistent with
the representations and warranties contained in this Agreement and will not,
individually or in the aggregate, have a material adverse change in the
business, operations, properties, prospects, liabilities, results of operations,
assets or condition (financial or otherwise) of Globalnet.
4.3
Taxes. Globalnet
has properly and timely filed all federal, state and local Tax returns and
has
paid all Taxes, assessments and penalties due and payable. All such Tax returns
were complete and correct in all respects as filed, and no claims have been
assessed with respect to such returns. There are no present, pending, or
threatened audit, investigations, assessments or disputes as to Taxes of any
nature payable by the Seller, nor any Tax liens whether existing or inchoate
on
any of the assets of the Seller, except for current year Taxes not presently
due
and payable. The federal income Tax returns of the Seller have never been
audited. No IRS or foreign, state, county or local Tax audit is currently in
progress. The Globalnet has not waived the expiration of the statute of
limitations with respect to any Taxes. There are no outstanding requests by
the
Globalnet for any extension of time within which to file any Tax return or
to
pay Taxes shown to be due on any Tax return. Other than with respect to
Globalnet, Globalnet is not liable for Taxes of any other person or entity
or is
currently under any contractual obligation to indemnify any person or entity
with respect to Taxes or is a party to any Tax sharing agreement or any other
agreement providing for payments by the Seller with respect to
Taxes.
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For
purposes of this Agreement, the
term “Tax” shall mean any United States federal, national, state, provincial,
local or other jurisdictional income, gross receipts, property, sales, use,
license, excise, franchise, employment, payroll, estimated, alternative or
add-on minimum, ad valorem, transfer or excise tax, or any other tax, custom,
duty, governmental fee or other like assessment or charge imposed by any
governmental authority, together with any interest or penalty imposed
thereon.
4.4
Compliance with
Law;
Governmental Authorizations. To the best of Globalnet’s
knowledge, Globalnet is in compliance with all federal, state and local laws,
authorizations, licenses and permits of any governmental authority and all
governmental orders affecting the properties and assets of Globalnet, including
federal, state and local: (i) Occupational Safety and Health Laws; (ii) private
investigatory and other similar laws; (iii) the Fair Credit Reporting Act and
similar state and local laws; and (iv) laws regarding or relating to trespass
or
violation of privacy rights. Globalnet has not been charged with
violating, nor to the knowledge of Globalnet, threatened with a charge of
violating, nor, to the knowledge of Globalnet, is Globalnet under investigation
with respect to a possible violation of any provision of any federal, state
or
local law relating to any of, properties or assets.
4.5
Effect of
Agreement. This Agreement has been duly executed and delivered
by Globalnet and constitutes, and such other agreements and instruments to
be
executed by Globalnet pursuant hereto, when so duly executed and delivered,
will
constitute, legal, valid and binding obligations of Globalnet, enforceable
in
accordance with their respective terms, except as such enforcement may be
limited by bankruptcy, insolvency, reorganization, receivership, moratorium
or
other similar laws relating to or affecting the rights of creditors generally
and by general equity principles (regardless of whether such enforcement is
considered in a proceeding in equity or at law).
4.6
Broker's
Fees. Globalnet has not employed any broker or finder or
incurred any liability for any broker's or finder's fees or commissions in
connection with this Agreement or the transactions contemplated
herein.
4.7
Title to Purchase
Consideration. After giving effect to the transactions
contemplated by this Agreement, Dibz will have good and valid title to the
Purchase Consideration, free and clear of all, liens, encumbrances,
restrictions, security interests, mortgages, and claims (including any related
to duty or customs), except with respect to any of the foregoing which may
be
incurred by Dibz.
4.7
Disclosure. No
representation or warranty by Globalnet in this Agreement, nor in any
certificate, schedule or exhibit delivered or to be delivered pursuant to this
Agreement 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
herein or therein, in light of the circumstances under which they were made,
not
misleading.
4.8
Legal
Proceedings. There is no pending claim, action, investigation,
arbitration, litigation, suit or other proceeding (“Proceeding”):
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(a) that
has been commenced
by or against the Globalnet or that otherwise relates to or may affect the
business of, or any of the properties or assets owned, held or used by, the
Globalnet; or
(b) that
challenges, or
that may have the effect of preventing, delaying, making illegal, or otherwise
interfering with, any of the transactions contemplated hereby.
To
the knowledge of the Globalnet, (A)
no such Proceeding has been threatened, and (B) no event has occurred or
circumstance exists that may give rise to or serve as a basis for the
commencement of any such Proceeding.
5. Representations
and
Warranties of Dibz. Dibz hereby represents and warrants to
Globalnet as follows:
5.1
Effect of
Agreement. This Agreement has been duly executed and delivered
by Dibz and constitutes, and each other agreement, document or instrument to
be
executed by Dibz pursuant hereto, when so duly executed and delivered, will
constitute, legal, valid and binding obligations of Dibz, enforceable against
Dibz in accordance with their terms, except as such enforcement may be limited
by bankruptcy, insolvency, reorganization, receivership, moratorium or other
similar laws relating to or affecting the rights of creditors generally and
by
general equity principles (regardless of whether such enforcement is considered
in a proceeding in equity or at law).
5.2
Knowledge. Dibz
have not relied on any representations or warranties of any Globalnet or any
agent of any Globalnet, whether implied or otherwise, other than those expressly
made by Globalnet in this Agreement, in making its determination to enter into
and consummate this Agreement.
5.3
Broker's
Fees. Dibz have not employed any broker or finder or incurred
any liability for any broker's or finder's fees or commissions in connection
with this Agreement or the transactions contemplated herein.
6.
Pre-Closing Covenants.
6.1
Compliance with
Conditions. The parties hereto shall use their best efforts to
cause the Closing to be consummated and to cause the execution and delivery
of
the documents referred to in Section 3 hereof and to bring about the
satisfaction of the conditions to the obligations of the parties hereto set
forth in Section 3, herein.
6.2
Update of
Exhibits. From and after the date hereof and up to the Closing
Date, the parties hereto shall update the exhibits to this Agreement to the
extent necessary to make such exhibits true and accurate as of the Closing
Date
and shall deliver copies of such updated exhibits to Globalnet or Dibz, as
the
case may be, immediately upon their preparation.
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6.3
Consents. From
and after the date hereof, the parties hereto shall use their best efforts
to
obtain all of the certificates, authorizations, consents or approvals required
as set forth in Section 3 hereof. Evidence of such certificates,
authorizations, consents or approvals shall be delivered to Globalnet or Dibz,
as the case may be, on or prior to the Closing.
6.4
Business
Practices. From and after the date hereof and up to the
Closing Date, Globalnet shall continue to run the business of Globalnet in
a
manner consistent with past business practices including the satisfaction of
all
of its then current obligations.
7.
Indemnifications by Seller and Purchaser.
7.1
Indemnification
by
Globalnet. Globalnet shall indemnify and hold harmless Dibz
and shall reimburse Dibz for any loss, liability, claim, damage, expense
(including, without limitation, costs of investigation and defense and
reasonable attorney's fees) or diminution of value (collectively, "Damages")
arising from or in connection with:
(a)
any inaccuracy in any of the representations and warranties of Globalnet in this
Agreement or in any certificate delivered by Globalnet pursuant
to
this Agreement, or any actions, omissions or state of facts inconsistent with
any such representation or warranty (for purposes of this clause (a), each
schedule and exhibit to this Agreement shall be deemed a representation and
warranty);
(b)
any failure by Globalnet to perform
or comply with any agreement made by it under this Agreement;
(c)
any operations or business conducted, commitment made, service rendered or
condition existing or any action taken or omitted by or on behalf of Globalnet, except
for
any claims for which Dibz is required to indemnify Globalnet pursuant
to
Section 7.2 herein;
(d)
any claim by any person for brokerage or finder's fees or commissions or similar
payments based upon any agreement or understanding alleged to have been made
by
any such person with Globalnet (or any
person acting on its behalf) in connection with any of the transactions
contemplated herein; and
(e)
Globalnet’s
failure to comply with the "Bulk Sales Laws" under the Uniform Commercial
Code;
provided,
however,
that (i)
Globalnet shall
have no obligation to indemnify Dibz for Damages until the aggregate Damages
exceed $20,000 and, in such event, for the full amount of such Damages, (ii)
Globalnet's
aggregate liability for Damages shall in no event exceed the Purchase
Consideration, and (iii) Globalnet shall have
no obligation to indemnify Dibz for any claims made by Dibz under this Section
7.1 after twenty four (24) months after the Closing Date.
7.2
Indemnification
by
Purchaser. Dibz shall indemnify and hold harmless Globalnet,
and shall
reimburse Globalnet
for any Damages
arising from or in connection with:
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(a)
any inaccuracy in any of the representations and warranties of Dibz in this
Agreement or in any certificate delivered by Dibz pursuant to this Agreement,
or
any actions, omissions or state of facts inconsistent with any such
representation or warranty (for purposes of this clause (a), each schedule
and
exhibit to this Agreement shall be deemed a representation and
warranty);
(b)
any failure by Dibz to perform or comply with any agreement made by it under
this Agreement;
(c)
any claim by any person for brokerage or finder's fees or commissions or similar
payments based upon any agreement or understanding alleged to have been made
by
such person with Dibz (or any person acting on its behalf, regardless of whether
such person purported to act on behalf of Globalnet) in
connection with any of the transactions contemplated in this Agreement;
and
(d)
obligations with respect to any product liability associated with the Equipment
for the period after the Closing Date;
provided,
however,
that (i)
Dibz shall have no obligation to indemnify Globalnetfor Damages
until the aggregate Damages exceed $20,000 and, in such event, for the full
amount of such Damages, (ii) Dibz’s aggregate liability for Damages shall in no
event exceed the Purchase consideration, and (iii) Dibz shall have no obligation
to indemnify Globalnetfor any
claims made by any Globalnet under this
Section 7.2 after twenty four (24) months after the Closing Date.
7.3
Procedure for
Indemnification. Promptly after receipt by an indemnified
party under Section 7.1 or 7.2 hereof of notice of the commencement of any
action or assertion of any claim, such indemnified party shall, if a claim
in
respect thereof is to be made against an indemnifying party under such Section,
give notice to the indemnifying party of the commencement or assertion thereof,
but the failure so to notify the indemnifying party shall not relieve it of
any
liability that it may have to any indemnified party except to the extent the
indemnifying party demonstrates that the defense of such action is materially
prejudiced thereby. If any such action shall be brought against an
indemnified party and it shall give notice to the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, to assume the defense thereof
with counsel satisfactory to such indemnified party and, after notice from
the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party shall not be liable to such indemnified
party under such Section for any fees of other counsel or any other expenses,
in
each case subsequently incurred by such indemnified party in connection with
the
defense thereof, other than reasonable costs of investigation. If an
indemnifying party assumes the defense of such an action:
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(a)
no compromise or settlement thereof may be effected by the indemnifying party
without the indemnified party's consent which shall not be unreasonably withheld
unless (i) there is no finding or admission of any violation of law or any
violation of the rights of any person and no effect on any other claims that
may
be made against the indemnified party and (ii) the sole relief provided is
monetary damages that are paid in full by the indemnifying party;
and
(b)
the indemnifying party shall have no liability with respect to any compromise
or
settlement thereof effected without its consent. If notice is given to an
indemnifying party of the commencement of any action and it does not, within
ten
(10) business days after the indemnified party's notice is given, give notice
to
the indemnified party of its election to assume the defense thereof, the
indemnifying party shall be bound by any determination made in such action
or
any compromise or settlement thereof effected by the indemnified party.
Notwithstanding the foregoing, if an indemnified party determines in good faith
that there is a reasonable probability that an action may materially and
adversely affect it or its affiliates other than as a result of monetary
damages, such indemnified party may, by notice to the indemnifying party, assume
the exclusive right to defend, compromise or settle such action at its cost
or
expense, but the indemnifying party shall not be bound by any determination
of
an action so defended or any compromise or settlement thereof effected without
its consent (which shall not be unreasonably withheld).
8.
Miscellaneous.
8.1
Bulk Sales
Laws: The parties hereto hereby agree to waive compliance with
"Bulk Sales Laws" under the Uniform Commercial Code and the related notice
provisions thereof.
8.2
Survival. All
representations, warranties and agreements contained in this Agreement or in
any
certificate delivered pursuant to this Agreement shall survive eighteen (18)
months after Closing.
8.3
Waivers and
Amendments.
(a)
This Agreement may be amended, modified or supplemented only by a written
instrument executed by the parties hereto. The provisions of this Agreement
may
be waived only by an instrument in writing executed by the party granting the
waiver. No action taken pursuant to this Agreement, including without
limitation, any investigation by or on behalf of any party, shall be deemed
to
constitute a waiver by the party taking such action of compliance with any
representation, warranty, covenant or agreement contained herein. The waiver
by
any party hereto of a breach of any provision of this Agreement shall not
operate or be construed as a further or continuing waiver of such breach or
as a
waiver of any other or subsequent breach.
(b)
No failure on the part of any party to exercise, and no delay in exercising
any
right, power or remedy hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of such right, power or remedy by such party
preclude any other or further exercise thereof or the exercise of any other
right, power or remedy. All remedies hereunder are cumulative and are not
exclusive of any other remedies provided by law.
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8.4
Fees and
Expenses. Each party shall be responsible for its respective
fees and expenses incurred in connection with this transaction.
8.5
Notices. All
notices, requests, demands and other communications that are required or may
be
given under this Agreement shall be in writing and shall be deemed to have
been
duly given or made: if by hand, immediately upon delivery; if by
telex, telecopier, telegram or similar electronic device, immediately upon
sending, provided it is sent on a business day, but if not, then immediately
upon the beginning of the first business day after being sent; if by Federal
Express, Express Mail or any other overnight delivery service, on the first
business day after dispatch; if by registered or certified mail, return receipt
requested, upon receipt by the addressee. All notices, requests and
demands are to be given or made to the parties at the following addresses (or
to
such other address as either party may designate by notice in accordance with
the provisions of this paragraph):
If
to
Seller: Globalnet
Corporation
0000
Xxxxx Xxxx Xxxx, Xxxxx
000,
Xxxxxxx,
Xxxxx 00000
Telephone:
(000) 000-0000
Fascimile:
If
to
Purchaser: Dibz
International, Inc.,
0000 Xxx Xxxxx – Market Street, Building 8, Xxxxx 0,
Xxx Xxxxxxxxx, XX 00000
Telephone: 000-000-0000
Facsimile:
832-631-6001
Attn:
Xxxx Xxxx
With
a
copy to:
Sichenzia Xxxx
Xxxxxxxx Xxxxxxx LLP
1065
Avenue of the Xxxxxxxx, 00xx
Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx
Xxxxxxxxx,
Esq.
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
8.6
Entire
Agreement. This Agreement and the schedules and exhibits
hereto set forth the entire agreement and understanding between the parties
hereto with respect to the subject matter hereof and supersede any prior
negotiations, agreements, letters of intent, understandings or arrangements
between the parties hereto with respect to the subject matter
hereof.
8.7
Binding Effect,
Benefits, Construction. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors. Nothing in this Agreement, expressed or implied, is
intended to confer on any person other than the parties hereto, or their
respective successors, any rights, remedies, obligations or liabilities under
or
by reason of this Agreement.
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8.8
Non-Assignability. This
Agreement and any rights pursuant hereto shall not be assignable by any party
hereto without the prior written consent of the other party.
8.9
Arbitration.The
parties hereto shall attempt to
resolve any dispute, controversy, difference or claim arising out of or relating
to this Agreement by negotiation in good faith. If such good
negotiation fails to resolve such dispute, controversy, difference or claim
within fifteen (15) days after any party delivers to any other party a notice
of
its intent to submit such matter to arbitration, then any party to such dispute,
controversy, difference or claim may submit such matter to arbitration with
the
American Arbitration Association in the City of New York, New
York.
8.10
Applicable Law,
Venue,
Jurisdiction. All questions concerning the construction,
validity, enforcement and interpretation of the Agreement shall be governed
by
and construed and enforced in accordance with the internal laws of the State
of
New York, without regard to the principles of conflicts of law
thereof. Each party agrees that all legal proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by
this Agreement (whether brought against a party hereto or its respective
affiliates, directors, officers, shareholders, employees or agents) shall be
commenced exclusively in the state and federal courts sitting in the City of
New
York. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City of New York,
borough of Manhattan for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is improper
or inconvenient venue for such proceeding. Each party hereby
irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof via
registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of
process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by
law. The parties hereby waive all rights to a trial by
jury. If either party shall commence an action or proceeding to
enforce any provisions of the Agreement, then the prevailing party in such
action or proceeding shall be reimbursed by the other party for its attorneys’
fees and other costs and expenses incurred with the investigation, preparation
and prosecution of such action or proceeding
8.11
Section and Other
Headings. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning
or
interpretation of this Agreement.
8.12
Counterparts. This
Agreement may be executed in any number of counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument.
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IN
WITNESS WHEREOF, Globalnet
and Dibz have caused this Agreement to be signed by their duly authorized
respective officers all as of the date first written above.
Globalnet
Corporation, a Nevada
corporation
By:
Name:
Title:
President
Dibz
International, Inc., a Delaware
Corporation
By:
Name: Xxxx Xxxx
Title:
Chief Executive
Officer
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Exhibit
A
Assets
All
assets of IdialDirect, a wholly owned subsidiary of the
Company
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Exhibit
B
XXXX
OF SALE
WHEREAS,
Globalnet Corporation, a
Nevada corporation ("Seller"), and Dibz International, Inc., a Delaware
corporation (the "Purchaser"), have entered into an Asset Purchase Agreement,
dated as of January 5,, 2007, which shall be effective December 29, 2006 (the
"Agreement"), pursuant to which Seller has agreed to sell to Purchaser, and
Purchaser have agreed to purchase from Seller the "Assets" (as defined in the
Agreement);
NOW,
THEREFORE, Seller, for good and
valuable consideration paid to it, and pursuant to the provisions of the
Agreement, which are hereby incorporated by reference herein, have granted,
bargained, sold, conveyed, assigned, released, transferred and delivered, and
by
these presents do grant, bargain, sell, convey, assign, release, transfer and
deliver unto Purchaser, its successors and assigns, to have and hold the same
forever, the Assets.
Seller,
for itself and its successors
and assigns, does hereby convey to Purchaser good and marketable title to the
Assets free and clear of all liens, liabilities, claims and encumbrances, except
as provided in the Agreement or as may have been created by Purchaser, and
do
for its successors and assigns covenant and agree to warrant and defend the
sale
of the Assets to Purchaser, its successors and assigns, against all and every
person.
No
other warranty or representation,
except as expressly made by Seller in the Agreement or in this Xxxx of Sale,
is
made by Seller, nor shall any be implied.
IN
WITNESS WHEREOF, Seller has caused
this instrument to be executed by its duly authorized officers this 5thday
of
January, 2007, to become effective on December 29, 2006.
GLOBALNET
CORPORATION
A
Nevada Corporation
By:
Name:
Title:
DIBZ
INTERNATIONAL, INC.
A
Delaware Corporation
By:
Name:
Title:
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