ASSET PURCHASE & SALE AGREEMENT
Exhibit 10.17
ASSET PURCHASE & SALE AGREEMENT
This agreement (“agreement”) is entered into this ___ day of September, 2019 by and between Neu-Ventures Inc, a California limited liability company (“NEU” or “buyer”) and Pineapple Express, Inc. (“SELLER”), a Wyoming Public Company. Buyer and seller will be referred to at times as “the parties.” This agreement shall supersede any prior agreements executed by the parties.
SELLER owns the URL xxx.XXX.xxx (the “Asset”).
NEU is purchasing the Asset of the business “free and clear,” including, but not limited to, license rights, ownership, and control. The parties understand that the Asset is currently being licensed to a 3rd party. Buyer shall adhere to the licensing agreement with that other party and assume a Licensor relationship with 3rd party Licensee, once this Asset acquisition transaction is finalized.
Buyer is not offering to purchase any debt or legal obligation of seller, except as may be expressly agreed upon prior to closing.
C. PURCHASE & SALE; PRICE AND TERMS; CLOSING
Subject to the terms set forth in this agreement, seller hereby sells and NEU hereby purchases title of seller to the Asset. NEU, in acquiring full right and title to the Asset and all rights of any nature thereto, is free to utilize all such rights and title to the fullest extent permitted by law, subject to any licensing agreements seller has with 3rd parties.
Price and Terms:
One Million USD ($1,000,000) paid at execution through a reduction of monies owed to Buyer and Buyer Principal, Xxxxx Xxxxxx, as well as Xx. Xxxxxx’x affiliated entities, from Seller.
The parties understand that the Asset is currently being licensed to a 3rd party. Buyer shall adhere to the licensing agreement with that other party and assume a Licensor relationship with 3rd party Licensee, once this Asset acquisition transaction is finalized. Licensing Agreement attached as Exhibit “A”.
Closing:
This transaction shall close the next business day after payment in full has been confirmed by Seller and transfer of ownership of the domain has occurred after release of any registrar locks on the Asset have been resolved in favor SELLER (“Closing” or “Closing Date”).
D. RESPONSIBILITIES OF THE PARTIES
The parties agree to complete all required steps toward a possible conclusion of this proposed transaction in a good faith, timely manner.
The parties agree to hold, protect and preserve all materials and information received in the course of the Due Diligence period. All such material and information is strictly confidential and for the private use of the parties only, to be viewed and utilized only by the parties and their respective professional advisors.
E. REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants that it is a company in good standing in the state of California and has the legal right and authority, including all necessary approvals from its members, to enter into and conclude this transaction.
Buyer represents and warrants that it knows of no reason (economic, legal or otherwise) why it should not enter into this Agreement. Buyer acknowledges an existing registrar lock on the URL until resolution by the mutual agreement of parties or a court order/judgment in the matter of Hit Channel v. Pineapple Express, bearing LASC Case No. 19STCV09006. Buyer has
F. MISCELLANEOUS LEGAL CONSIDERATIONS
If to the Buyer:
Neu-Ventures, Inc.
0000 Xxxxxxxxx Xxx. Xxxxx 000
Xxxx Xxxxx, XX 00000
Xxxxx@xxxxxxxxxxxxxxxxxxxx.xxx
If to Seller:
00000 Xxxxx Xxxxxx Xxxx. #000
Xxx Xxxxxxx, XX 00000
XxxxxxxX@xxxxxxxxxxxxxxxx.xxx
8. Governing Law. This agreement shall be governed by the laws of the State of California applicable to contracts made to be performed entirely therein, and each party agrees to submit to the personal jurisdiction of any Court of competent jurisdiction and venue in Los Angeles County and to all the rules and orders of such Court, and the laws of the State of California.
10. Enforcement. If the parties cannot settle any dispute arising out of or relating to this Agreement, or the breach thereof, in a reasonable and timely fashion, and a mediation session has failed, either party may file for binding arbitration within Los Angeles County, California. Arbitration shall be governed by the rules of ADR Services, Inc. and judgment upon the award may be entered in any Court within Los Angeles County having jurisdiction thereof. However, the parties agree to reserve the right to obtain a preliminary injunction from a court of competent jurisdiction if necessary in the event of a material breach arising from this agreement.
IN WITNESS WHEREOF, the parties hereto have executed (this agreement, on the date written above.
SELLER
/s/ Xxxxxxx Xxxxxxxxx | ||
Printed Name: | Xxxxxxx Xxxxxxxxx | |
Title: | Director & Senior Executive | |
Company: | Pineapple Express, Inc., A Wyoming Corporation |
BUYER
/s/ Xxxxx Xxxxxx | ||
Printed Name: | Xxxxx Xxxxxx | |
Title: | CEO | |
NEU-Ventures, Inc. |