ASSET PURCHASE AGREEMENT
EXHIBIT
10.2
THIS
AGREEMENT made this 31st day of
January, 2008 by and between SCT, LLC, Arizona Limited Liability Company
(Seller), and CRC Crystal Research Corporation, Nevada Corporation,
(Purchaser).
In
consideration of the mutual covenants contained herein, it is agreed by and
between the parties as follows:
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1.
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Seller
shall sell and Purchaser shall purchase, free and clear of all liens,
encumbrancesand liabilities, those assets of Seller's business, commonly
known as purificationequipment prototypes consisting of designs, drawings,
software and equipment, all of which are more fully described and
enumerated in Schedule A which is attached and by this reference made a
part hereof.
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2.
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Purchaser
shall pay the Seller as the purchase price for the foregoing the sum of
$627,821
and the Seller is willing to accept 627,821 common shares of the Purchaser
as full payment of the total purchase
price.
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3.
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Seller
shall sell, assign, transfer, and convey to Purchaser the assets, free of
all liabilities.
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4.
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All
equipment included in the sale shall be as developed by the seller and all
based on thepatents Licensed by the Purchaser. Purchaser shall accept the
assets "as is" withoutwarranty as to their condition and
operation.
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5.
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The
actions to be taken by the parties hereto to close the transaction as
provided shalltake place on or before January 31, 2008, hereinafter
referred to as the ("Closing Date").At the closing, Seller shall deliver
to Purchaser possession of the assets, and good and sufficient instruments
of transfer, conveying and transferring the assets to Purchaser. Such
delivery shall be made against payment and delivery to the Seller of the
price as set forth herein above. The instruments of transfer shall contain
covenants and warranties that Seller has good and marketable title in and
to the assets.
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6.
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Seller
covenants, warrants and represents:
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(a)
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Seller
is not presently involved in any activity or outstanding dispute with
anytaxingauthority as to the amount of any property taxes due, nor has he
received any notice of any deficiency, credit or other indication of
deficiency from any taxing
authority.
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(b)
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Seller
is the owner of and has good and marketable title to all of the
assetsenumerated in the attached Exhibit A, free from all
encumbrances.
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(c)
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Purchaser
waives the benefit of the any applicable statute; provided, however,
thatSeller shall indemnify and hold harmless Purchaser from any and all
claims of itscreditors and such assets shall transfer to Purchaser, free
and clear of all liens and
encumbrances.
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All
representations and warranties made by Seller shall survive the
Closing.
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7.
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Seller
hereby assumes all risk of loss, damage or destruction resulting from fire
or othercasualty to the time of transfer of assets and
Closing.
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8.
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This
Agreement shall be binding upon the personal representatives, successors
andassignees of the parties. This Agreement and any accompanying
instruments anddocuments include the entire transaction between the
parties and there are no representations, warranties, covenants or
conditions, except those specified herein or in accompanying instruments
and documents.
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9.
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All
covenants, warranties and representations herein shall survive this
Agreement and theClosing Date.
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10.
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This
Agreement shall be governed in all respects by the laws of the State of
Arizona.
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IN
WITNESS WHEREOF, the parties hereto have set their hands and seals, the date and
place first above written.
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/s/
“Xx Xxxxx X. Pandelisev
Xx. Xxxxx X. Pandelisev, CEO
For Seller
Date: January 31,
2008
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/s/
“Xx Xxxxx X. Pandelisev
Xx. Xxxxx X. Pandelisev, CEO
For Purchaser
Date: January 31,
2008
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