Purchase Agreement
Exhibit
10.1
THIS
PURCHASE AGREEMENT (the “Agreement”) dated this 28th day of
May, 2008
BETWEEN:
Xxxx
Xxxxxxxxx, Owner and President of M2-Systems, LLC, a Connecticut Corporation, of
000 Xxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxxx (the ‘Seller’)
OF THE FIRST PART
-AND-
Kelyniam
Global, Inc., a Nevada Corporation, of 0000 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxx Xxxx, Xxxxxxxx (the ‘Purchaser’)
OF THE SECOND PART
IN CONSIDERATION OF THE
COVENANTS and agreements contained in this Purchase Agreement, the
parties to this Agreement agree as follows:
Purchase of
Goods
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1.
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The
Purchaser will purchase from the Seller the following goods (the “Goods”):
all of the assets, liabilities, active and existing customer base and
current contracts on record as of June 1,
2008.
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Purchase
Price
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2.
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The
Seller will sell and transfer title of the Goods to the Purchaser on or
before June 6, 2008. The Purchaser will pay to the Seller the
sum of one ($1.00) USD, paid by cash as required in clause 4 of this
Agreement.
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3.
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The
Seller and the Purchaser both acknowledge the sufficiency of this
consideration. In addition to the purchase price specified in
this Agreement, the amount of any present or future sales, use, excise or
similar tax applicable to the sale of the Goods will be paid by the
Purchaser, or alternatively, the Purchaser will provide the Seller with a
tax exemption certificate acceptable to the applicable taxing
authorities.
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4.
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The
Purchaser will make payment for the Goods at the time when, and at the
place where, any document of title or registrable xxxx of sale, bearing
any necessary endorsement, is tendered to the
Purchaser.
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Delivery of
Goods
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5.
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The
Goods will be deemed received by the Purchaser when title is delivered to
the Purchaser at 0000 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx Xxxx,
Xxxxxxxx.
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Risk of
Loss
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6.
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The
risk of loss from any casualty to the Goods, regardless of the cause, will
be on the Seller until the title of the Goods has been accepted by the
Purchaser.
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Warranties
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7.
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The
Seller warrants that (1) the Seller is the legal owner of the Goods that
are free from all liens and encumbrances; (2) the Seller has the right to
transfer title of these Goods; and (3) the Seller will warrant and defend
the title of these Goods against any and all claims and demands of all
persons.
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8.
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The
Purchaser warrants that (1) those Goods that are not free from liens and
encumbrances may be transferred in liability and re-titled to Purchaser as
holder of the liability with those financial institutions that find this
agreeable; (2) the Purchaser has a right to obtain a loan with its own
financial institution to transfer title of those Goods that are not free
from liens and encumbrances by way of borrowing funds to free the title
from the Seller; (3) the Purchaser has the right to pay off outright the
liens and encumbrances to obtain title; or (4) any variances of the
previous that is in agreement with both Seller and
Purchaser.
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9.
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THE
SELLER EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES AS TO
MERCHANABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The
Purchaser has been given the opportunity to inspect the Goods or to have
it inspected and the Purchaser has accepted the Goods in its existing
condition. Further, the Seller disclaims any warranty as to the
condition of the Goods.
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10.
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The
Seller makes no warranty, and no warranty will be deemed to exist, that
the Purchaser holds the Goods free of the claim of any third person that
may arise from patent or trademark
infringement.
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11.
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EXCEPT
FOR THE ABOVE WARANTIES, NO OTHER WARRANTY (WHETHER EXPRESSED, IMPLIED OR
STATUTORY) IS MADE BY THE SELLER REGARDING THE
GOODS.
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Title
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12.
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Title
to the Goods will remain with the Seller until those Goods requiring
transfer according to clause 8 of this Agreement be made to transfer and
the receipt of the title of those Goods is actually received by the
Purchaser at which time the Seller delivers a document of title or
registered Xxxx of Sale of all the Goods, bearing any necessary
endorsement, to the Purchaser.
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Security
Interest
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13.
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The
Seller retains a security interest in the Goods until paid in
full.
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Inspection
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14.
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Inspection
will be made by the Purchaser at the time and place of deliver of
title.
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Claims
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15.
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The
Purchaser’s failure to give notice of any claim within 10 days from the
date of title delivery will constitute an unqualified acceptance of the
Goods and a waiver by the Purchaser of all claims with respect to the
Goods.
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Excuse for Delay or Failure
to Perform
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16.
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The
Seller will not be liable in any way for any delay, priorities, fires,
accidents and other causes beyond the control of the Seller. If
the Seller, in its sole judgment, will be prevented directly or
indirectly, on account of any cause beyond its control, from delivering
the title of the Goods at the time specified or within one month after the
date of this Agreement, then the Seller will have the right to terminate
this Agreement by notice in writing to the Purchaser, which notice will be
accompanied by full refund of all sums paid by the Purchaser pursuant to
this Agreement.
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Cancellation
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17.
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The
Seller reserves the right to cancel this
Agreement:
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a.
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If
the Seller deems that its prospect of payment is impaired,
or
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b.
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In
the event of the Purchaser’s insolvency or
bankruptcy.
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Notices
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18.
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Any
notice to be given or document to be delivered to either the Seller or
Purchaser pursuant to this Agreement will be sufficient if delivered
personally or sent by prepaid registered mail to the address specified
below. Any written notice or delivery of documents will have
been given, made and received on the day of delivery if delivered
personally, or on the third (3rd)
consecutive business day next following the date of mailing if sent by
prepaid registered mail:
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SELLER: 000
Xxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxxx 00000
PURCHASER: 0000
Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx Xxxx, Xxxxxxxx 00000
General
Provisions
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19.
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Headings
are inserted for the convenience only and are not to be considered when
interpreting this Agreement. Words in the singular mean and
include the plural and vice versa. Words in the masculine mean
and include the feminine and vice
versa.
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20.
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All
representation and warranties of the Seller contained in this Agreement
will survive the closing of this
Agreement.
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21.
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Either
party to this Agreement may assign its rights under this Agreement, but
the assignment will not change the duty of either party, increase the
burden or risk involved, or impair the chances of obtaining the
performance of the Agreement. However, no obligation for
performance imposed on either party by this Agreement may be delegated to
any other person without the prior written consent of the other
party. Each party has a substantial interest in having the
other party perform or control the acts required by this
Agreement.
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22.
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This
Agreement cannot be modified in any way except in writing signed by all
parties to this Agreement.
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23.
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24.
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Except
where otherwise stated in this Agreement, all terms employed in this
Agreement will have the same definition as set forth in the Uniform
Commercial Code in effect in the State of Nevada on the date of execution
of this Agreement.
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25.
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If
any clause of this Agreement is held unconscionable by any court of
competent jurisdiction, arbitration panel or other official finder of
fact, the clause will be deleted from this Agreement and the balance of
this Agreement will remain in full force and
effect.
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26.
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This
Agreement will inure to the benefit of and be binding upon the Seller and
the Purchaser and their respective successors and
assigns.
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27.
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This
Agreement may be executed in counterparts. Facsimile signatures
are binding and are considered to be original
signatures.
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28.
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Time
is of the essence in the Agreement.
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29.
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This
Agreement constitutes the entire agreement between the parties and there
are no further items or provisions, either oral or
otherwise. The Purchaser acknowledges that it has not relied
upon any representation of the Seller as to prospective performance of the
Goods, but has relied upon its own inspection and investigation of the
subject matter.
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IN WITNESS WHEREOF the parties
have executed this Purchase Agreement on this 28th day of
May, 2008
By:
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/s/ Xxxxx
Xxxxxx
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Xxxxx
Xxxxxx
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President/CEO/Chairman
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By:
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/s/ Xxxx
Xxxxxxxxx
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Xxxx
Xxxxxxxxx
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President
M2-Systems
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