THIS ASSET PURCHASE AGREEMENT made on the 20th day of October, 2006,
THIS
ASSET PURCHASE AGREEMENT
made on
the 20th
day of
October, ▇▇▇▇,
▇
▇ ▇ ▇ ▇ ▇ ▇:
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TORA
TECHNOLOGIES INC., a
company incorporated under the
laws of Nevada and with an executive office
at
205 - 1990 East Kent Avenue, Vancouver, British Columbia, V5P 4X5
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(the
“Company”)
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A
N D:
|
MANHATTAN
ASSETS CORP.,
a
company incorporated under the laws of Nevada with an executive office
at
▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇
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(the
“Vendor”)
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WHEREAS:
A. The
Vendor is the beneficial owner of certain assets as listed in Schedule “A”
attached to and forming part of the agreement (the “Assets”).
B. The
Vendor wishes to sell, and the Company wishes to purchase, the Assets from
the
Vendor.
NOW
THEREFORE THIS AGREEMENT WITNESSES
that in
consideration of the mutual covenants and agreements contained herein, $10.00
and other good and valuable consideration paid by each party to the other,
the
receipt and sufficiency of which are acknowledged, the parties hereto agree
with
each other as follows:
Interpretation
1. The
definitions in the recitals are part of this agreement.
2. In
this
agreement:
| a. |
“Assets”
mean all the assets pertaining
to the Vendor’s online makeup business,
including, among others, the assets
listed in Schedule “A” attached to this agreement, and all other documents
and information related to these assets.
|
| b. |
“Debt”
means the US$216,107 that the Vendor owes Makeup Incorporated for the
Software.
|
| c. |
“Effective
Date” means October 20, 2006.
|
| d. |
“Software”
means the Navision accounting software that is owned by the
Vendor.
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Terms
and Conditions of the Asset Purchase
Acquisition
of Assets
3. The
Vendor will transfer all of its right, title and interest in the Assets to
the
Company at closing so that the Company becomes the sole beneficial and legal
owner of the Assets as of the Effective Date.
Purchase
Price
4. The
Purchase Price for the Assets is as follows:
| a. |
US$1.00
in
the lawful currency of the United States;
and
|
| b. |
the
assignment of the Debt to the Company from the
Vendor.
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Page
- 1
Payment
of Purchase Price
5. As
consideration for the purchase and sale of the Assets and as payment of the
Purchase Price, the Company will deliver the following to the
Vendor:
| a. |
US$1.00
in the lawful currency of the United States;
and
|
| b. |
a
signed assignment of debt agreement for the assignment of the Debt
to the
Company from the Vendor.
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Assignment
in Trust
6. It
is
acknowledged that as of the Effective Date the Vendor will have transferred,
assigned and set over to the Company all of the right, title, benefit and
interest of the Vendor in the Assets, and that, with respect to those Assets
of
which the transfer of legal ownership has not yet been affected, the Vendor
will
hold such Asset or Assets in trust for the Company and the benefits derived
thereunder will be for the account of the Company.
Closing
7. At
closing, the Vendor will deliver all the documents and information relating
to
the Assets, including any documents required for the transfer of any
Assets.
8. At
closing, the Company will deliver the following:
| a. |
a
copy of all corporate documents required for the acquisition of the
Assets, including the director’s resolutions approving the payment of the
Purchase Price for the Assets; and
|
| b. |
an
assignment of debt agreement for the
Debt.
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Representations
and Warranties
The
Company
9. The
Company represents and warrants as follows to the Vendor, and the Company
acknowledges and confirms that the Vendor is relying upon such representations
and warranties in connection with the purchase by the Company of the
Shares:
| a. |
It
is a company formed and in good standing under the laws of
Nevada.
|
| b. |
It
has the legal capacity and authority to make and perform this
agreement.
|
| c. |
The
signing of this agreement and the performance of its terms have been
duly
authorized by all necessary corporate actions including the resolution
of
the board of directors of the Company.
|
10. The
representations
and warranties contained in Section 9 are provided for the exclusive benefit
of
the Vendor, and a breach of any one or more thereof may be waived by the Vendor
in whole or in part at any time without prejudice to its rights in respect
of
any other breach of the same or any other representation or warranty; and the
representations and warranties contained in Section 9 will survive the signing
of this agreement.
The
Vendor
11. The
Vendor represents and warrants as follows to the Company and acknowledges and
confirms that the Company is relying on such representations and warranties
in
connection with its purchase of the Assets:
| a. |
The
Vendor is a company formed and in good standing under the laws of
Nevada.
|
| b. |
The
Vendor has the legal capacity and authority to make and perform this
agreement.
|
| c. |
The
Vendor has the authority to transfer the Assets as described in this
agreement.
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Page
- 2
| d. |
The
Vendor is
and will be, at the time of transfer of the Assets to the Company,
the
recorded holder and beneficial owner of the
Assets.
|
| e. |
No
person other than the Company has any proprietary right, present or
future, contingent or absolute, to purchase any or all of the Assets
and
there are no outstanding agreements or options to acquire or purchase
the
Assets or any portion thereof, and no person has any royalty or other
interest whatsoever in the development and use of the
Assets.
|
| f. |
There
is no adverse claim or challenge against or to the ownership of or
title
to the Assets, nor, to the knowledge of the Vendor, is there any basis
therefor.
|
| g. |
The
Vendor is not in default with respect to any judgement, order, notice,
writ, injunction, decision, ruling, decree or award of any government
body, and there are no:
|
| i. |
actions,
suits, claims, trials, demands, investigations, arbitrations, enquiries
or
other proceedings commenced or pending, or to the knowledge of the
Vendor,
threatened against, with respect to, or affecting in any manner, the
Vendor or its Assets, and the Vendor has no reasonable grounds to believe
that there is any basis for such action, proceeding, or enquiry, which
might now or hereafter constitute an encumbrance upon any of the Assets;
and
|
| ii. |
outstanding
judgements, orders, decrees, writs, injunctions, decisions, rulings,
or
awards against, with respect to, or in any manner affecting the Vendor
or
the Assets.
|
| h. |
Neither
the execution nor the delivery of this agreement nor the completion
of the
transactions contemplated by this agreement will result in the creation
of
an encumbrance on the Assets.
|
| i. |
Neither
the Vendor nor the Assets are a party to or bound by any material
contract.
|
| j. |
The
Vendor has made or caused to be made due inquiry with respect to
each
covenant, agreement, obligation, representation and warranty contained
in
this agreement, the Schedule and any certificates or other documents
referred to in this agreement or furnished to the Company pursuant
to this
agreement, and none of the aforesaid covenants, agreements, obligations,
representations, warranties, Schedule, certificates or documents
contain
any untrue statement of a material fact or omits to state a material
fact
necessary to make the statements contained therein not
misleading.
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12. The
representations
and warranties contained in Section 11 are provided for the exclusive benefit
of
the Company, and a breach of any one or more thereof may be waived by the
Company in whole or in part at any time without prejudice to its rights in
respect of any other breach of the same or any other representation or warranty;
and the representations and warranties contained in Section 11 will survive
the
signing of this agreement.
Covenants
and Acknowledgements
13. The
Vendor covenants with the Company that:
| a. |
The
Vendor will take or cause to be taken all proper steps, actions, and
corporate proceedings by the Vendor to enable the Vendor to transfer
to
the Company good and marketable title in the Assets, free and clear
of all
encumbrances.
|
| b. |
The
Vendor will
relinquish possession of the Assets to the Company on
Closing.
|
| c. |
The
Vendor will sign and deliver all such documents and other instruments
as
are required to be signed and delivered by the Vendor pursuant to this
agreement.
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14. The
Company covenants with the Vendor that:
| a. |
The
Company will take
or cause to be taken all proper steps, actions, and corporate proceedings
to enable it to fulfill its obligations under this
agreement.
|
| b. |
The
Company will sign and deliver all such documents and other instruments
as
are required to be signed and delivered by the Company pursuant to
this
agreement.
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Page
- 3
15. The
parties
acknowledge that they have each entered into this agreement relying on the
representations, warranties, covenants and agreements of the other party and
other terms and conditions of this agreement and that no information which
is
now known, which may become known, or which could upon investigation have become
known to the other parties or any of their present or future officers, directors
or professional advisors will in any way limit or extinguish any rights any
of
them may have against the other.
Indemnification
Indemnification
by the Vendor
16. The
Vendor
will indemnify the Company from any and all debts or liabilities arising out
of
or from the Assets prior to the Effective Date.
17. The
Vendor covenants and agrees to indemnify and save harmless the Company of and
from any loss whatsoever arising out of, under or pursuant to:
| a. |
any
loss suffered by the Company as a result of any breach of any
representation, warranty or covenant of the Vendor contained in this
Agreement;
|
| b. |
all
claims, demands, costs and expenses (including legal fees, disbursements
and charges on a solicitor and his own client basis) in respect of
the
foregoing.
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Indemnification
by the Company
18. The
Company covenants and agrees to indemnify and save harmless the Vendor of and
from any loss whatsoever arising out of, under or pursuant to:
| a. |
any
loss suffered by the Vendor as a result of any breach of any
representation, warranty or covenant of the Company contained in this
agreement; and
|
| b. |
all
claims, demands, costs and expenses (including legal fees, disbursements
and charges on a solicitor and his own client basis) in respect of
the
foregoing.
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General
19. Time
is
of the
essence of this agreement.
21. Any
notice
that must be given or delivered under this agreement must be in writing and
delivered by hand to the address or transmitted by fax to the fax number
provided by the party and is deemed to have been received when it is delivered
by hand or transmitted by fax unless the delivery or transmission is made after
4:00 p.m. or on a non-business day where it is received, in which case it is
deemed to have been delivered or transmitted on the next business day. Any
payments of money must be delivered by hand or wired as instructed in writing
by
the receiving party. Any delivery other than a written notice or money must
be
made by hand at the receiving party’s address.
22. This
agreement
constitutes the entire agreement between the parties and supersedes all previous
communications, representations and agreements, whether oral or written, between
the parties with respect to the subject matter of this
agreement.
Page
- 4
23. The
Vendor
may not assign this agreement or any part of it to another party.
24. Any
amendment
of this agreement must be in writing and signed by the parties.
25. This
agreement
enures to the benefit of and binds the parties and their respective successors,
heirs and permitted assignees.
26. No
failure
or delay of any party in exercising any right under this agreement operates
as a
waiver of the right. That party’s rights under this agreement are cumulative and
do not preclude that party from relying on or enforcing any legal or equitable
right or remedy.
27. If any
provision of this agreement is or becomes invalid, illegal or unenforceable
in
any respect in any jurisdiction then such provision will be severed in that
jurisdiction. The remaining provisions of this agreement will continue to be
valid, legal and enforceable. The severed provision will also continue to be
valid, legal and enforceable in all other jurisdictions where the validity,
legality and enforceability of such severed provisions is not affected or
impaired.
28. The
representations,
warranties, indemnities, covenants and agreements made by the parties each
to
the other in or pursuant to this agreement will survive the Closing of the
transaction and will accrue for the benefit of the respective parties
notwithstanding such Closing, and regardless of any investigation by or on
behalf of the respective parties with respect thereto, will continue in full
force and effect for the benefit of the respective parties.
29. This
agreement
may be signed in counterparts and delivered to the parties by fax, and the
counterparts together are deemed to be one original document.
The
parties’
signatures below are evidence of their agreement as of the Effective
Date.
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Per:
/s/
Authorized Signatory
Authorized
Signatory
|
Manhattan
Assets Corp.
Per:
/s/
Authorized Signatory
Authorized
Signatory
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Page
- 5
Schedule
“A”
Schedule
“A” to the asset purchase agreement dated October 20, 2006
between
Tora Technologies Inc. and Manhattan Assets Corp.
(Number
of pages: 2)
List
of Assets
| § |
100%
interest in Makeup Incorporated, a corporation registered under the
laws
of the State of Nevada.
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| § |
100%
interest in the domain name ,
and held indirectly through Makeup
Incorporated.
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| § |
100%
interest in the domain name ,
and held indirectly through Makeup
Incorporated.
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| § |
100%
interest in the domain name ,
and held indirectly through Makeup
Incorporated.
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| § |
100%
interest in the domain name ,
and held indirectly through Makeup
Incorporated.
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| § |
100%
interest in the domain name ,
and held indirectly through Makeup
Incorporated.
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| § |
100%
interest in Online Makeup Inc., a corporation registered under the
laws of
the Province of British Columbia, and held indirectly through Makeup
Incorporated.
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| § |
Navision
software.
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Page
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