EXHIBIT 10.1 - ASSIGNMENT AND ASSUMPTION AGREEMENT
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ASSIGNMENT AND ASSUMPTION AGREEMENT
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THIS AGREEMENT made effective as of the 20th day of September, 2000.
BETWEEN:
XXXXXXXX XXXXXX, Businessman, of
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000 Xxxx 00xx Xxxxxx, Xxxxx Xxxxxxxxx,
Xxxxxxx Xxxxxxxx
(the "Vendor")
OF THE FIRST PART
AND:
VITA EQUITY INC., a USA corporation
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Having an office in Las Vegas, Nevada
(the "Purchaser")
OF THE SECOND PART
WHEREAS:
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A. The Vendor is the legal and beneficial owner of the Property, as
hereinafter defined.
B. The Vendor has agreed to sell to the Purchaser and the Purchaser has agreed
to purchase from the Vendor all of the beneficial interest of the Vendor in and
to the Property, as hereinafter defined, upon and subject to the terms and
conditions herein set forth, it being the intention of the parties hereto that
the purchase price for the beneficial ownership of the Property will be the fair
market value thereof.
IN CONSIDERATION of the premises, mutual covenants and agreements herein
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contained and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Definitions and Interpretation
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1.1 In this Agreement, the following words or expressions shall have the
following meanings, namely:
a) "Appraised Value" has the meaning ascribed thereto by paragraph 3;
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b) "Declaration of Trust" means the declaration of trust between the
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Vendor and the Purchaser executed concurrently with this Agreement in
the form attached hereto as Schedule A;
c) "Effective Date" means the 20th day of September, 2000;
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d) "Property" means, one common no par value share in the capital of Vita
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Equity Inc., a company incorporated pursuant to the laws of the
Province of British Columbia, Incorporation No. 280571. (hereinafter
"Vita Equity Canada") ;
e) "Purchase Price" has the meaning ascribed thereto by paragraph 3;
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1.2 Schedule A - Declaration of Trust, attached hereto, shall be incorporated
into and form a part of this Agreement:
2. Purchase and Sale
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2.1 The Vendor hereby transfers, sells, assigns and sets over to the Purchaser
and the Purchaser hereby purchases, as of the Effective Date the beneficial
ownership in the Property on the terms and conditions hereinafter set forth.
2.3 The Vendor shall continue to hold the legal title to the Property in trust,
as bare trustee, for and on behalf of the Purchaser from the Effective Date, in
accordance with the terms and conditions of the Declaration of Trust.
2.4 The Purchaser hereby assumes all non-financial liabilities, encumbrances
and charges related to the Property, if any.
3. Purchase Price
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The purchase price (the "Purchase Price" or "Appraised Value") for the
ownership of the Property transferred and assigned pursuant to this Agreement
shall be the fair market value thereof as of the Effective Date, which the
parties have determined to be (USD)$8,000.00
4. Payment of Purchase Price
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The Purchase Price for the Property transferred and assigned pursuant to
this Agreement shall be paid or otherwise satisfied by payment in cash or bank
draft to the Vendor of EIGHT THOUSAND ($8,000) U.S. DOLLARS.
5. Vendor's Representations and Warranties
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5.1 The Vendor hereby represents and warrants to the Purchaser that:
a) it is the legal and beneficial owner of the Property;
b) it has the ability to perform its obligations under this Agreement
including without limitation the transfer of the Property to the
Purchaser, and no third party consents or authorizations are required
prior to the transfer of the beneficial ownership of the Property to
the Purchaser, other than from Vita Equity Canada, which consent has
been obtained;
c) the Vendor is not a non-resident of Canada within the meaning of the
Act; and
5.2 The Purchaser hereby represents and warrants to the Vendor that:
a) it has the ability to perform its obligations under this Agreement and
without limiting the foregoing has the capacity to enter into and
perform its obligations under the Declaration of Trust;
b) it is purchasing the Property for use in the course of its commercial
activities;
5.3 The representations and warranties set out in this paragraph 5 shall
survive the completion of the transactions contemplated by this Agreement.
6. Further Assurances
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The Vendor and the Purchaser shall do or cause to be done all such further
acts and things and shall execute or cause to be executed all such further
deeds, documents, elections and instruments as may be reasonably necessary for
the purpose of completing the transactions contemplated by this Agreement.
8. Enurement
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This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.
9. Notices
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All notices, directions, or other instruments required or permitted to be
given to the parties hereto shall be in writing and shall be delivered to the
address of the party to whom it is directed as set forth on the first page of
this Agreement.
10. Modification
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This Agreement may not be modified or amended except by an instrument in
writing signed by the parties hereto or their respective successors or assigns.
11. Governing law
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This Agreement shall be governed by and be construed in accordance with the
laws of the Province of British Columbia and of Canada applicable therein.
12. Headings
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The headings of the clauses of this Agreement are inserted for convenience
of reference only and shall not constitute a part hereof.
13. Time of essence
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Time shall be of the essence of this Agreement.
14. Counterparts and Facsimile
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This Agreement may be signed and delivered in counterparts and/or by
electronic facsimile by the parties in counterparts, each of which so signed
shall be deemed to be an original, and such counterparts together shall
constitute one and the same instrument.
IN WITNESS WHEREOF the parties have caused these presents to be executed as of
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the Effective Date.
VITA EQUITY INC. (USA)
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Per: /s/ Xxxxxx Xxxx
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Authorized Signatory
/s/ Xxxxxxxx Xxxxxx
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XXXXXXXX XXXXXX
