EXHIBIT 10.6
ITEM 1, (11)
AGREEMENT FOR PURCHASE AND SALE OF ASSETS BETWEEN
PHONEIX RESOURCES TECHNOLOGIES, INC. AND MVP HOLDINGS, INC.
DATED MARCH 10, 1997
AGREEMENT FOR PURCHASE AND SALE OF ASSETS
THIS AGREEMENT IS entered into as of the 10th day of March, 1997, between MVP
Holdings, Inc., a Nevada Corporation, or its assign, hereinafter referred to as
"The Purchaser", and Phoenix Resources Technologies, Inc., a Nevada Corporation,
hereinafter referred to as "the Seller".
RECITALS
A. The Seller is the owner of certain properties as outlined in Exhibits A
B and C and made a part of this agreement.
B. The Seller desires to sell to the Purchaser, and the Purchaser desires
to purchase from the Seller all of these assets and consents to the assumption
of all liabilities incurred in operation of these assets under the terms and
conditions contained herein.
C. That Xxxxxxx Xxxx is the Chairman of the Board of Directors and Chief
Executive Officer of the Seller and is duly authorized to enter into this
transaction.
D. That Xxxxxxx Xxxx is the President and a director of the Purchaser and
is duly authorized to enter into this transaction.
THEREFORE, in consideration of the mutual promises and conditions herein
contained, the parties agree as follows;
AGREEMENT
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PURCRASE AND SALE OF ASSETS
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(1) Subject to the terms and conditions of this Agreement the Seller agrees
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to sell, transfer and assign to the Purchaser and the Purchaser agrees to the
purchase, at the closing, as hereinafter defined, one hundred (100%) percent of
the assets listed in Exhibits A, B, and C and assume the liabilities incurred in
the operation of these assets. At the closing, an from time to time thereafter,
the Seller shall execute and deliver such other documents and instruments and
take such other actions, as the Purchaser may reasonably request, in order more
fully to vest in the Purchaser and perfect his title to any and all other right,
title and interest, claim or demand of any kind the Seller may have in, to, or
upon any of the transferred, assets, or business of the Corporations.
PURCHASE PRICE
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(2) The total price to he paid by the Purchaser to the Seller for all the
assets in Exhibits A B and C of Seller to be $14,000,000.00.
PAYMENT OF PURCHAE PRICE
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(3) The purchase price described in paragraph 2 hereof shall be paid as
follows:
(a) Purchaser agrees to have issued Four million (4,000,000) shares of
common stock. At the present market price this approximates
($3.50/share) and is substantially equal to the entire purchase price
of $14,000,000.00. For a period of one year the purchaser agrees to
issue additional common shares if the market price of such shares of
common stock falls below Three-Dollars and fifty cents ($3.50) and
remains below Three Dollars and Fifty Cents ($3.50) for a period of
ninety consecutive days. The number of shares issued will be based
upon a number needed to keep the total value paid at $14,000,000.00.
(b) Purchaser will assist the seller in completing the required filinqs
with the Securities and Exchange Commission and the Internal Revenue
Service.
(c) At the end of one year from date of this contract Purchaser will
consent to register the common stock to be issued in paragraph (a)
above, if such registration rights are available.
(4) The Closing Date under this agreement shall be on March 10, 1997 or on
such date and at such location as the Purchaser and the Seller shall mutually
agree upon from time to time.
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REPRESENTATIONS OF SELLER
(5) WARRANTIES OF DEBTS
(a) The Purchaser will guarantee seller that all debts of any kind
including but not limited to amounts owed to the United States
Treasury Department, the State of Texas, Agricultural Production
Credit Association and or Community Bank N.A., incurred or owed by the
Phoenix Resources Technologies, Inc. as of the closing date except the
specific debts to be retained by Seller under this agreement will be
paid on a timely basis. Where possible Purchaser will obtain a written
release of the Seller from the debts. In all other cases Purchaser
will indemnify against any and all litigation including suits
arbitration, or other legal, administrative or other governmental
proceedings, threatened against the assets, properties, or business
Purchaser will at closing give Seller an indemnification/Hold harmless
agreement for all legal problems concerning these debts and will pay
all reasonable legal costs of any actions brought against seller for
non-payment at any liabilities as noted above.
Title to Properties and Assets
(c) To best of Seller's knowledge and belief the corporation owns,
possesses, and has good title to all copyrights, trademarks, trademark
rights, patents, patent rights and licenses necessary in the conduct
of its business as provided to and acknowledged by the Purchaser in
the Due Diligence Package under the sections addressing these issues.
To the best of Se11er's knowled9e and belief, there is no infringement
upon or otherwise acts adverse to the rights of any person under, or
in respect to, any copyrights, trademarks, trademark rights, patents,
patent rights, or licenses owned by any person or persons, and there
is no such claim or pending or threatened action with respect thereto.
The Corporation has the unrestricted right to use all trade secrets,
customer lists, manufacturing and other processes incident to the
manufacture use or sale of any and all products presently sold by it.
OTHER MATTERS
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(6) The parties agree and hereby warrant that they will perform the
agreements, covenants and warranties contained said agreements, covenants and
warranties prior to the transfer of the assets required by this agreement and do
hereby warrant to defend and indemnify the other party against any claims
arising out of this agreement as a result of this transaction excluding from
said agreement the obligation of either 9arty to defend and indemnify acts of
fraud performed by the other party arising out of this agreement.
Governing Law
This agreement and the legal relations between the parties shall be governed by
and construed in accordance with the laws of the State of Colorado. The parties
hereto irrevocably submit to the jurisdiction of the state or federal courts in
the State of Colorado, and agree that the only proper venue for any action
hereunder is the State of Colorado.
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OTHER MATTERS
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7) All corporate and other proceedings and actions taken in connection with
the transactions contemplated hereby and all certificates, opinions, agreements,
instruments and documents mentioned herein or incident to any such transaction
shall be satisfactory in form and substance to the Purchaser and his counsel.
AMENDMENT AND WAIVER
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8) This Agreement may be amended or modified at any time and in all
respects by an instrument in writing executed by the Purchaser and the Seller.
NOTICES
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9) All notices which are required or may be given pursuant to this
Agreement or subsequent thereto, shall be sufficient in all respects if given in
writing and delivered personally or by certified or register mail, postage
pre-paid as follows:
If to Seller Xxxxxxx Xxxx
Phoenix Resources Technologies, Inc.
5575 5. Xxxxxxxx Xx. Xxxxx 000
Xxxxxxxxxx, XX 00000
If to Purchaser:
Xxxxxxx Xxxx, President
16729 Enterprise Xxxxx 000
Xxxxxxxx Xxxxx, XX. 00000
All notices shall be deemed to have been duly given at the time receipt by the
party to which such notice is addressed.
LIMITATION OF DAMAGES, REPRESENTATIONS AND WARRANTIES:
(10)
(a) Either party Shall have remedy for default, prior to Closing, a suit
for specific performance or money damages.
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(b) Subsequent to closing, each party shall have all its rights and
remedies at law or in equity for breach of representations, warranties
and agreements of the parties hereto which survive the closing. Seller
shall not be liable for Purchaser's loss of profits, both parties
acknowledge that Seller has provided full disclosure of all facts
requested as to the conditions of the company, its assets liabilities,
including operating revenue and Purchaser has performed sufficient due
diligence as required by law.
ASSIGNNENT
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(11) Purchaser may not assign any rights under this agreement without the
prior written consent of Seller.
REPRESENTATION AND WARRANTIES OF PURCHASER:
(a) Organization, Standing and Power:
Purchaser is a corporation duly organized and validly existing under the
laws of the State of Nevada and has full legal power and right to carry on
its business as such is now being conducted. Purchaser is also authorized
to carry on its business in Arizona.
(b} Authority and Enforceability:
The execution and delivery by Purchaser of this Agreement And the
consumation of the transactions contemplated hereby, have been duly arid
validly authorized by all requisite actions on the part of Purchaser. This
Agreement constitutes the valid and binding obligation of the Purchaser,
enforceable against Purchaser in accordance with its terms, except as such
enforceability may be limited by applicable Bankruptcy Law Neither the
consumation of the transaction contemplated hereby nor the compliance by
Purchaser with any other provision hereof shall violate any statute or law
of the State of Colorado or Federal Law.
(c) Liability for Broker's Fees:
Seller shall not directly or indirectly incur liability or expenses as a
result of undertakings or agreements of purchaser for any broker's fees,
finder's fees, agent's commission or other similar forms of compensation in
connection with this agreement or transaction contemplated hereby.
(d) Litigation:
There are no claims, actions, suits or proceedings pending or to
Purchaser's best knowledge threatened proceedings against Purchaser or any
affiliate of Purchaser which has or will materially affect Purchaser
ability to consummate the transactions herein as represented by past
management contractually, in the contract which closed 1/31/97.
(e} To the best of its' knowledge Purchaser is full compliance with all
applicable Securities and Exchange regulations and will maintain this
status.
TERM OF THE AGREEMENT
(13) It is agreed that time is of the essence of this agreement and if
closing of the transaction does not occur by March 10, 1997, then the contract
is null and void and all parties are released herefrom.
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HEADINGS
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(14) Headings contained in this Agreement are for reference purposes only
and shall not affect in any way the
(15) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which toqether shall constitute
but one and the same instrument.
INTEGRATED AGREEMENT
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(16) All the terms and provisions of this agreement shall be binding upon
and inure to the benefit of and be enforceable by the Purchaser and the Seller,
their heirs, executors, administrators, successors, and assigns.
ENTIRE AGREEMENT
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(17) This Agreement constitutes the entire agreement between the parties
hereto, and there are no agreements, understandings, restrictions, warranties or
representations between the parties other than those set forth herein or
provided for.
PURCHASER
HVP Holdings, Inc.
By/s/ Xxxxxxx X. Xxxx
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TITLE PRESIDENT
SELLER
PHOENIX RESOURCES
TECHNOLOGIES, INC.
BY/s/ Xxxxxxx X. Xxxx
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Exhibit A
List of West Virginia Oil and Gas Properties
RICHIE COUNTY Permit No.
xxxxx #1 85-5393
Xxxx *1 85-5591
Xxxxxx 85-5611
Xxxxxxx #1 85-5720
X. Xxxxxxx #1 85~5735
X. Xxxxx 85-5844
X. Xxxxx #1 85-5845
X. Xxxx #1 85-5902
Devereaus #1 85-59560
Wince #6 85-6114
Xxxxxxxxx #0 00-0000
Xxxxxxx #1 85-6238
Xxxxxx 85-6281
Xxxxxxxxx 85-6309
Xxxxxxx 85-6367
Xxxxxx 00-0000
Xxxxxxx #0 00-0000
Xxxxxxx 85-6538
Xxxxxx/Xxxxxxx 85-6552
Xxxxxxxxx 85-6596
Xxxxxxxx #1 85-6653
X. Xxxxx 1 85-6720
Xxxxxxxxx 85--6872
Xxxxxxxxxx 85-6928
X. Xxxxx #2 85-7122
Xxxxxxx #2 85-7131
Xxxxxxx 85-7228
Goodnight 85-7239
Xxxxxxxxx Conty
Xxxxxxx #1 73-1206
Roayt #1 73-1381
Xxxxxx # 73-1384
Austin/Xxxxx #1 73-1404
Austin/Xxxxx #2 73-1405
X. Xxxxxxx #0 00-0000
Xxxxx #1 00-0000
Xxxxx #0 00-0000
Xxxxxx #0 73-1481
Xxxxxxxx #1 73-1493
EXHIBIT A (CONTINUED)
White #1 73-1501
Xxxxxxx #1 73-1585
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Xxxxxxx #5-1 73-1714
Plun #S~1 73-1863
Severn #S-1 73-1869
Xxxxxxxx #5-1 73-1870
X. Xxxxxx *1 73-1872
Xxxxxxxxx #0 00-0000
Xxxxxxxxx #3 73-1916
EXHIBIT B
Properties assigned with rights to operate only. Richie County
Me tts 00-0000
XxXxxxxxx #0 00-0000
XxXxxxxxx #0 85-7202
Xxxxx Xxxxx 85-7217
Xxxxxxxxx Countv
Xxxxxxx #1 73-1681
Xxxxxxx #3 73-1684
Hiqgins #4 73-1685
Xxxxx #1 73-1708
Sevgr~ #1 73-1713
Xxxxx #2 73-1757
Barhart #1 73-1798
PLum #1 73~1809
Pipeline system known as the Broad Run Pipeline and right of way for the
entire system.
Pipeline System Known as the HPC pipeline and right of way for the entire
system.
Pipeline, System Known as the entire system.
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EXHIBIT C
1. Computer Systems (2)
2. File cabinets (2)
3. Desks (7)
4. Tables (3)
S. Chairs (12)
6. Copy machine
7. Fax machine
8. Calculators
Right title and
Common stock of
Note receivable
Note receivable
OTHER PROPERTY
(2)
interest in all Watermaker and Waterstar projects. Straford Acquisitions,
Inc.
from Xxxxx X. Xxxxxx. Sr.. from Xxxx Oil Co.
All accounts receivable and accounts payable incurred in the operation of
the oil and gas properties.
Inventories of oil and gas products.
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