CONTRACT FOR SALE AND PURCHASE OF BUSINESS
This contract for sale and purchase, hereinafter referred to as "Contract"
or "Agreement," is executed this 12th day of February 2002, by and between
Xxxxxx.xxx, hereinafter referred to as "Seller," and Xxxxxx Xxxxxx, hereinafter
referred to as "Buyuer."
WITNESSETH:
WHEREAS, Seller is the owner of a business by the name of "XxxXx.xxx" an
online business which provides the services of an online search engine
(hereinafter referred to as "XxxXx.xxx", and WHEREAS, Buyer desires to purchase
Seller's property and Seller wishes to sell said property to Buyer;
NOW, THEREFORE, for and in consideration of the mutual covenants and
promises hereinafter contained, the Seller agrees to sell and Buyer agrees to
buy XxxXx.xxx upon the following terms and conditions.
1. PURCHASE PRICE AND METHOD OF PAYMENT:
Buyer shall pay Seller the sum of two million Dollars ($2,000,000). This
amount is to be paid at the rate of $50,000 per week until the full amount has
been paid. In the event any weekly payment amount exceeds $50,000, the excess
amount shall be deduced from subsequent payments until the credit created by
excess payment has been used.
2. CLOSING:
The closing of the transactions contemplated by this agreement, hereinafter
referred to as "The Closing" shall be held at Tujunga, California, on the 12th
day of February 2002, or at such other place, date and time as the parties
hereto may otherwise agree. Such date to be referred to in ths Agreement as the
"Closing Date."
3. OTHER TERMS:
a. Seller shall host the website XxxXx.xxx on XxxxxxxXxxxx.xxx free of
charge until and through August 12, 2002.
b. Seller shall allocate twenty (20) hours per month to XxxXx.xxx to make
reasonable changes as required by Buyer. Any additional time is billed
to Buyer at the rate of one hundred twenty Dollars ($120) per hour.
c. Seller agrees that Buyer may operate XxxXx.xxx from Seller's business
premises located at 0000 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx through
August 12, 2002 free of charge while Buyer finds a new location.
d. Seller shall provide consulting to Buyer free of charge, on an as
needed basis and during normal business hours through August 12, 2002.
Any
further consultation after that date shall be made at Seller's then
normal rates.
e. If for any reason Buyer fails to make the payment on a timely basis,
Seller's only remedy is to regain possession of XxxXx.xxx and Buyer
shall forfeit payments which Buyer has made to seller. No other
damages are allowed to either party under the terms of this contract.
4. REPRESENTATIONS AND WARRANTIES:
Buyer and Seller hereby represent and warrant the following:
a. Brokers. There has been no act or omission by Buyer or Seller which
would give rise to any valid claim against any of the parties hereto
for a brokerage commission, finder's fee, or other like payment in
connection with the transactions contemplated hereby.
b. Authority to Transact. Seller represents that it is the true owner of
title to XxxXx.xxx and there are no encumbrancers on the business or
any of the possessions of XxxXx.xxx. Buyer represents that it has
authority to make the purchase.
5. GENERAL PROVISIONS:
a. Survival of Representations and Warranties. Each of the parties to
this Agreement covenants and agrees that their respective
representations, warranties, covenants, statements, and agreements
contained in this agreement shall survive the Closing Date and
terminate on the second anniversary of such date. Except as set forth
in this Agreement, the exhibits hereto or in the documents and papers
in connection herewith, there are no other agreements,
representations, and warranties, or covenants by or among the parties
hereto with respect to the subject matter.
b. Waivers. No action taken pursuant to this Agreement, including any
investigation by or on behalf of any party shall be deemed to
constitute a waiver by the party taking such action of compliance with
any representation, warranty, covenant or agreement contained herein
or therein and in any documents delivered in connection herewith or
therewith. The waiver by any party hereto of a breach of any provision
of this Agreement shall not operate or be construed as a waiver of any
subsequent breach.
c. Notice. All notices, requests, demands and other communications which
are required or may be given under this Agreement shall be in writing
and shall be deemed to have been duly given if delivered or mailed,
first class
mail, postage prepaid, to:
Seller: xxxxxx.xxx
0000 Xxxxxxxx Xxxx.
Xxxxxxx, XX 00000
Buyer: Xxxxxx Xxxxxx
0000 Xxxxxxxx Xxx.
Xxxxxxx, XX 00000
d. Sections and Headings. The section and other headings contained in
this Agreement are for references purposes only and shall not affect
the meaning or interpretations of this Agreement.
e. Governing Law. This agreement, and all transactions contemplated
hereby, shall be governed by, construed and enforced in accordance
with the laws of the State of California. The parties herein agree to
submit to the personal jurisdiction and venue of the State of
California, County of Los Angeles, City of Glendale.
f. Indemnity: Each party agrees to defend and indemnify the other party
for liabilities and/or damages suffered as a result of the negligence
of the first party.
g. Attorney Fees: In the event that litigation arises out of this
Agreement or the performance thereof, the parties agree that the
prevailing party is entitled to reasonable attorney fees.
h. Time Is of The Essence. Time and timely performance are of the essence
of this contract and of the covenants and provisions hereunder.
i. Successors and Assigns. Rights and obligations created by this
contract shall be binding upon and inure to the benefit of the parties
hereto, their successors and assigns. Whenever used, the singular
number shall include the plural, the plural the singular, and the use
of any gender shall include all genders.
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j. Severability: If a court of competent jurisdiction finds any provision
in this Agreement to be unenforceable, all other provisions of this
Agreement shall remain in full force and effect.
Dated:
/s/ Xxxxxx Xxxxxxx
_____________________________
Xxxxxx.xxx, Seller
By Xxxxxx Xxxxxxx, CEO
/s/ Xxxxxx Xxxxxx
_____________________________
Xxxxxx Xxxxxx, Buyer
