ASSET PURCHASE AGREEMENT
This Asset Purchase agreement (the "Agreement") is made and entered
into as of this 14th of October 2004, by and between BUSINESS ADVANTAGE
NO. 17, Inc., a Nevada Corporation, hereinafter referred to as "Buyer"
and "Xxxxxxx Enemaerke", hereinafter referred to as "Seller".
RECITALS
WHEREAS, Seller has assets, patents, and or trademarks as reflected in
Exhibit A that the Buyer wishes to purchase.
WHEREAS, Seller desires to sell and Buyer desires to purchase the
assets, patents, and or trademarks, as described in Exhibit A, subject
to the terms and conditions set forth in this Agreement.
AGREEMENT
NOW THEREFORE, in consideration of the Recitals and the mutual
covenants, conditions, representation and warranties hereinafter set
forth, the parties agree as follows:
Purchase and Sales of Assets. On the terms and subject to the
conditions set forth in this Agreement, Seller agrees to sell, convey,
assign, transfer and deliver to Buyer and Buyer agrees to purchase from
Seller, at the Closing Date of October 14, 2004 the assets, patents,
and or trademarks (referred to as "Acquired Assets") as described in
the attached Exhibit A, on the Closing Date or then used by it in its
business, whether or not specifically referred to in this Agreement,
unless specifically excluded in this Agreement.
Purchase Price. As consideration for the sale, conveyance,
assignment, transfer and delivery of the Acquired Assets, Buyer agrees
to deliver to Xxxxxxx Enemaerke (the Seller) 8,950,000 shares of
Buyer's common stock (restricted from resale under Ruler 144) and to
arrange for delivery by shareholders of buyer 299,000 common shares of
common stock, to Xxxxxxx Enemaerke, and or Designees. The 299,000
shares will be included in the registration statement to be filed with
the Securities and Exchange Commission by the Buyer.
Closing. The closing shall take place on the Closing Date at the
office of Business Advantage No. 17, Inc. on October 14, 2004, or such
other time and place as the parties may agree upon in writing.
Representations and Warranties of Seller. Seller hereby represents
and warrants to Buyer that:
Seller has the requisite power and authority to own and operate its
assets, properties, and business and to carry on his business as now
conducted.
The execution and delivery of this Agreement and the consummation of
this transaction is hereby authorized and executed by the Seller, and
constitutes a legal, valid and binding agreement of Seller.
Seller has good and marketable title to all the Acquired Assets and
that said Acquired Assets are free and clear from any liens, charges,
and/or encumbrances other than described in Schedule A as a part of
this Agreement.
To Seller's knowledge, there is no suit, claim, action or proceeding
now pending or threatened before any court, administration or
regulatory agency or any basis for such claim which may result in any
judgment, order, decree, liability or other determination which could
have an adverse effect, financial or otherwise, upon Seller or any of
the Acquired Assets. No such judgment, order or decree has been
entered which has or could have such effect.
Neither this Agreement nor any Exhibit hereto delivered by Seller
pursuant to this Agreement contains an untrue statement of a material
fact or omits to state a fact that is necessary in order to make the
statement contained herein and therein, in light of the circumstances
under which they are made not materially misleading.
Representations and Warranties of Buyer. Buyer hereby represents and
warrants to Seller that:
Buyer is a corporation duly organized and validly existing and in
good standing under the laws of the State of Nevada. Buyer has the
requisite power and authority to own and operate its assets properties
and business and to carry on its obligations hereunder.
The execution and delivery of this Agreement and the consummation of
the transaction contemplated hereby have been duly authorized and
approved by the Board of the Directors of Buyer, and, when executed by
authorized representative of the Buyer, this Agreement will constitute
legal, valid and binding Agreement of Buyer.
The execution and delivery of this Agreement and the consummation of
the transaction contemplated hereby will not violate the Certificate of
Incorporation or the Bylaws of Buyer or any agreement, contract or
other instrument to which Buyer is a party, or any statute, rules,
regulation, order, judgment, award or decree.
Neither this Agreement, nor any Exhibit to this Agreement, nor any
written statement or certificate or certificate furnished by Buyer in
connection with this Agreement, contains an untrue statement of a
material fact or omits to state a fact that is necessary in order to
which they are made, not materially misleading.
As of the Effective Date, Buyer shall have (25,000,000) twenty five
million shares of authorized capital stock, par value .001, of which
(1,000,000) one million will be issued and outstanding.
Buyer Articles of Incorporation and Bylaws and any amendments to
each are true, correct and complete. The minute books of Buyer
contain true and complete records of all meetings and consent in lieu
of meetings of their respective Board of Directors and shareholder
since the date of incorporation and accurately reflect all
transactions; referred to therein.
Buyer does not have any assets or liabilities, including any and all
tax obligations.
Conditions Precedent to the Obligation Buyer. All obligation of Buyer
under this Agreement are, at its option, subject to fulfillment of each
of the following conditions prior to or at the closing:
All representations and warranties of Seller made in this Agreement
or in any Exhibit hereto delivered by Seller shall be true and correct
of the Closing Date with the same force and effect as if made on and as
of that date.
Seller shall have performed and complied with all Agreement,
covenants and conditions required by this Agreement to be performed or
complied with by Seller prior to or at the Closing Date.
Conditions Precedent to the Obligations of Seller. All obligation of
seller under this Agreement are, at its option, subject to fulfillment
of each of the following conditions prior to or at the closing.
All representation and warranties of Buyer made in this Agreement or in
any Exhibit hereto delivered by Buyer shall be true and correct on and
as of the Closing Date with the same force and effect as if made on and
as of that date.
Buyer shall have performed and complied with all agreements and
conditions required by this Agreement to be performed or complied with
by Buyer prior to or at the Closing Date.
Further Assurance. Following the closing. Seller agrees to take
such actions and execute, acknowledge and deliver to Buyer such further
instruments of assignment, conveyance and transfer and take any other
action as buyer may reasonably request in order to more effectively
convey, sell, transfer and assign to Buyer any of the Acquired Assets,
to confirm the title of Buyer thereto, and to assist Buyer in
exercising rights with respect to the Acquired Assets.
Survival of Representations and Warranties. All representation and
warranties made by each of the parties hereto shall survive the closing
for a period of one (1) year after the Closing Date.
Indemnification.
Seller agrees to indemnify, defend and hold harmless Buyer against any
and all claims, demands, losses, costs, expenses, obligations,
liabilities and damages, including interest, penalties, and reasonable
attorney's fees, incurred by Buyer arising, resulting from, or relating
to any patent infringement and reasonable attorney's fees incurred by
Buyer arising, resulting from or relating to any breach of, or failure
by Seller to perform, any of its representations, warranties, covenants
or agreement in this Agreement or in any Exhibit or other document
furnished or to be furnished by Seller under this Agreement.
Buyer agrees to indemnify, defend and hold harmless Seller against any
and all claims demands, losses, costs, expenses, obligation and
damages, penalties and reasonable attorney's fees, incurred by Seller
arising, resulting from, or relating to any breach of, or failure by
Buyer to perform, any of its representations, warranties, covenants or
agreements in this Agreement or in any Exhibit or other document
furnished or to be furnished by Buyer under this Agreement, or by
reason of any act or omission of Buyer of any of its successors or
assigns after the Closing Date that constitutes a breach of default
under, or a failure to perform, any obligation, duty, or liability of
Buyer under any contract, lease, license or other agreement to which it
is a party or by which it is bound at the Closing Date, but only to the
extent to which Buyer expressly assumes these obligations, duties and
liabilities under this Agreement.
General Provisions
Construction. This Agreement shall be construed and enforced in
accordance with the laws of the State of Nevada.
Notices. All notices, requests, demands and other communications
contemplated under this Agreement shall be in writing and shall be
deemed to have been duly given when personally delivered or when mailed
by United States express, certified or registered mail, postage,
prepaid, addressed to the following parties, their successors in
interest or their permitted assignees at the following address, or such
addresses as the parties may designate by written notice in this manner
aforesaid.
Seller Xxxxxxx Enemaerke
Buyer Business Advantage No. 17, Inc.
Assignments. This Agreement shall not be assignable by any party
without the prior written consent of the other parties. Nothing
contained in this Agreement, express or implied, is intended to confer
upon any person or entity other than the parties to this Agreement and
their successors and assigns, any rights or the parties to this
Agreement and their successors and assigns, any rights or remedies
under this Agreement unless expressly so stated to the contrary.
Remedies. Except as otherwise expressly provided herein, none of the
remedies set forth in this Agreement is intended to be exclusive, and
each party shall have all other remedies now or hereafter existing at
law, in equity, by statute or otherwise. The election or any one or
more remedies shall not constitute a waiver of the right to pursue
other available remedies.
Entire Agreement. This Agreement and the Exhibits and other
documents specifically referred to herein or required to be delivered
pursuant to the terms of this Agreement represent the entire agreement
of the parties hereto with respect to the subject matter hereof, and
supersede all prior Agreements, understandings, discussions,
negotiations and commitments of any kind. This Agreement may not be
amended or supplement, nor may any rights hereunder by waived, except
in writing signed by each of the parties affected thereby.
Section Headings. The section headings in the Agreement are
conveniences only, are not a part of this Agreement and shall not be
used in construing it.
Severability. In the event that any provision or any part of this
Agreement is held to be illegal, invalid or unenforceable, such
illegality, invalidity or enforceability of any other provision or part
of this Agreement.
Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written
Seller: XXXXXXX ENEMAERKE
/s/Xxxxxxx Enemaerke
Sole Owner/Individual
Buyer: BUSINESS ADVANTAGE NO. 17, INC.
/s/Xxxxxx Xxxxxx
President
