ASSET PURCHASE AGREEMENT
THIS AGREEMENT made as of this 21st day of May, 2004.
BETWEEN:
MIAD INFORMATION SYSTEMS INC., being a corporation incorporated under the laws of the Province of Ontario,
(hereinafter called the "Purchaser")
OF THE FIRST PART;
-and-
MIAD SYSTEMS LTD., being a corporation incorporated under the laws of the Province of Ontario,
(hereinafter collectively called the "Vendor")
OF THE SECOND PART;
-and-
XXXX XXXXXX, a person residing in the City of Milford, in the State of New Hampshire,
(hereinafter collectively called the “Vendor Principal”)
OF THE THIRD PART;
-and-
XXXXXXX XXXXX, a person residing in the City of Toronto, in the Province of Ontario,
(hereinafter collectively called the “Purchaser Principal”)
OF THE FOURTH PART
WHEREAS the Vendor is in the business (the "Business") of selling and maintaining computer systems located at 00 Xxxxxxx Xxxxx, Xxxx 0, Xxxxxxx, Xxxxxxx, (xxx "Premises");
AND WHEREAS the Purchaser wishes to purchase and the Vendor wishes to sell all of the assets and undertaking of the Business, upon the terms and conditions hereinafter set out;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the respective covenants herein contained the parties hereto agree as follows:
1.00
PURCHASE OF PURCHASED ASSETS
1.01
Subject to the terms and conditions hereof, the Vendor hereby transfers, sells, assigns, grants and conveys to the Purchaser and the Purchaser purchases from the Vendor, the property and assets located at the Premises as follows:
(a)
the machinery, equipment, tools, supplies, furniture, furnishings (whether or not fixtures) and accessories at the Premises;
(b)
all inventories;
(c)
all supplies for use in connection with the Business;
(d)
all accounts receivables as at the date of closing of the within agreement
(e)
the benefits of all prepaid expenses associated with the operation of the Business;
(f)
all of the Vendor’s right, title and interest in and to the lease (the “Lease”) of the Premises;
(g)
all of the Vendor’s right, title and interest in and to the leasehold improvements at the Premises;
(h)
the equipment leases, conditional sales contracts, title retention agreements and other agreements between the Vendor and third parties relating to equipment used by the Vendor in connection with the Business (the “Equipment Leases”);
(i)
the goodwill of the Business and the right of the Vendor in the telephone number or numbers listed in the name of the Vendor and/or any trade name used by the Vendor in the Business; and
(j)
all books, documents, records, files and other data and any other property and assets owned by the Vendor or to which they are entitled in connection with the Business.
2.00
PURCHASE PRICE
2.01
The purchase price for the Purchased Assets is One Million Three Hundred Ninety Eight Thousand Four Hundred Fifty Eight Dollars ($1,398,458.00) (the “Purchase Price”), subject to adjustment of the actual amount of the Purchased Assets as at the Date of Closing.
2.02
The Purchase Price shall be paid by the assumption by the Purchaser of all liabilities of every nature and kind owing by the Vendor in connection with the Business (presently estimated to be the amount of One Million Four Hundred Twenty Two Thousand Two Hundred Forty One Dollars ($1,422,241.00)), subject to adjustment of actual amount as at the Date of Closing (the “Assumed Liabilities”).
3.00
REPRESENTATIONS AND WARRANTIES OF THE VENDOR
The Vendor hereby jointly represents and warrants that:
3.01
The Vendor is a subsisting corporation duly and validly incorporated and organized under the laws of the Province of Ontario.
3.02
The Vendor has all requisite corporate power and authority to carry on its business and to own, lease and operate the properties and assets now-owned, leased and operated by it and is duly qualified to do business and to own, lease and operate its properties and assets and is in good standing in every jurisdiction in which the character of the business conducted or the nature of the properties owned, leased or operated by the Vendor makes such qualification necessary.
4.00
COVENANTS OF THE VENDOR AND VENDOR PRINCIPAL
4.01
The Vendor hereby covenants that it will, on the Date of Closing:
(a)
execute and deliver to the Purchaser all necessary documents, necessary or reasonably required to transfer effectively to the Purchaser good and marketable title to the Purchased Assets free and clear of all mortgages, pledges, liens, charges, claims, demands, security interests or encumbrances of any nature or kind; and
(b)
deliver possession of the Purchased Assets to the Purchaser.
5.00
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants, and acknowledges that the Vendor is relying on the foregoing representations and warranties in completing the agreement of purchase and sale, that:
5.01
The Purchaser is a subsisting corporation duly and validly incorporated and under the laws of the Province of Ontario.
5.02
The execution and delivery of this agreement by the Purchaser and the purchase of the Purchased Assets herein provided for have been duly authorized .
6.00
COVENANTS OF THE PURCHASER
6.01
The Purchaser hereby covenants that, contemporaneously with the execution of this Agreement, the Purchaser will:
(a)
execute all assignments and documents delivered pursuant to this Agreement which require execution by the Purchaser;
(b)
assume all employees of the Vendor upon the same terms and conditions as presently employed; and
7.00
GENERAL CONTRACT PROVISIONS
7.01
This agreement shall be governed by the laws of Canada to the extent they apply and by the laws of the Province of Ontario.
7.02
All words and personal pronouns relating thereto shall be read and construed as the number and gender of the party or parties referred to in each case require and the verb shall be construed as agreeing with the required word and/or pronoun.
7.03
Time shall be of the essence of this agreement and every part herein and no extension or violation of the Agreement shall operate as a waiver of this provision.
7.04
If the Purchaser is two or more persons, the representations, warranties and covenants on the part of the Purchaser herein made shall be deemed to be the joint and several representations, warranties and covenants of such persons.
7.05
This Agreement shall constitute the entire agreement between the parties hereto with respect to all of the matters herein and no warranty, representation, covenant or condition pertaining to any of such matters shall have any force and effect whatsoever unless contained in this Agreement.
7.06
This agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, understandings and discussions, whether oral or written, and there are no warranties or representations between the parties except as expressly provided in this agreement.
7.07
This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.
7.08
All communications provided for herein shall be in writing and shall be personally delivered to an officer or other responsible employee of the addressee or sent by telefacsimile or other direct written electronic means, charges prepaid, at or to the applicable address or telefacsimile number, as the case may be, set opposite the party's name below or at or to such other address or addresses or telefacsimile number or numbers as any party hereto may from time to time designate to the other parties in such manner. Any communication which is personally delivered as aforesaid shall be deemed to have been validly and effectively given on the date of such delivery if such date is a Business Day (as hereinafter defined) and such delivery was made during normal business hours of the recipient; otherwise, it shall be deemed to have been validly and effectively given on the Business Day next following such date of delivery. Any communication which is transmitted by telefacsimile or other direct written electronic means as aforesaid shall be deemed to have been validly and effectively given on the date of transmission if such date is a Business Day and such transmission was made during normal business hours of the recipient; otherwise, it shall be deemed to have been validly and effectively given on the
Business Day next following such date of transmission. For the purposes hereof, "Business Day" shall mean any day other than a Saturday, Sunday or statutory or civic holiday in the City of Toronto, Province of Ontario.
To the Purchaser at:
00 Xxxxxxx Xxxxx - Xxxx 0
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxxxxx Xxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
with a copy to:
Xxxxxx Xxxxxxxx Xxxxxxxxxx, LLP
Barristers & Solicitors
000 Xxx Xxxxxx - Xxxxx 0000
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxxx X. Xxxxxxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
Email: xxxxxxxxxxx@xxxx.xxx
To the Vendor at:
NewsWireCentral Inc.
00 Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention:Xxxx Xxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
Email: xxxxxxx@xxxxxxxxxxxxxxx.xxx
with a copy to:
Law Offices of Frosst, Xxxxx, Xxxx LLP
Xxxxxxx Xxxxxxx
000 Xxxxxx xx., Xxxxx 0000
Xxxxxxxxxx, XX 00000-0000
IN WITNESS WHEREOF the parties hereto have duly executed this agreement as of the 21st day of May, 2004.
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SIGNED, SEALED and DELIVERED | ) | MIAD INFORMATION SYSTEMS INC. | ||
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