ASSET PURCHASE AGREEMENT Between: SAMI SALIBI And: THE TRADE SHOW MARKETING COMPANY LTD.
Between:
XXXX
XXXXXX
And:
THE
TRADE SHOW MARKETING COMPANY LTD.
THIS
ASSET PURCHASE AGREEMENT
is dated
and made for reference as fully executed on this 20th
day of
July, 2005 (the “Effective
Date”).
BETWEEN:
XXXX
XXXXXX,
and/or
corporate entities beneficially owned by Xxxx Xxxxxx, having a mailing address
at _______________________________
(the
“Vendor”);
OF
THE FIRST PART
AND:
,
THE
TRADESHOW MARKETING COMPANY LTD.
as a
company duly incorporated under the laws of Nevada and having an address for
notice and delivery located at ___________________________________,
(the
“Purchaser”);
OF
THE SECOND PART
(the
Vendor and the Purchaser being hereinafter singularly also referred to as a
“Party”
and
collectively referred to as the “Parties”
as
the
context so requires).
WHEREAS:
A. The
Vendor is the owner of two retail outlets (the “Outlets”) in or near Phoenix,
Arizona, specifically located at Paradise Valley Mall and bearing license #
E-16
and Arrowhead Town Center bearing license # 2163, the Outlets containing certain
business equipment, inventory, supplies, supply and contact lists, proprietary
information, etc. (collectively, the “Assets”),
a
complete listing of such Assets of the Vendor being set forth in Schedule “A”
which is attached to this Agreement and which forms a material part
hereof;
B. The
Purchaser is desirous of acquiring the Assets of the Vendor, and obtaining
assignment of the leases at the Outlets.
NOW
THEREFORE THIS AGREEMENT WITNESSETH that,
in
consideration of the mutual covenants and provisos herein contained, THE
PARTIES HERETO AGREE AS FOLLOWS:
Article
I
SCHEDULES
AND INTERPRETATION
1.2 Schedules. For
the
purposes of this Agreement, except as otherwise expressly provided or unless
the
context otherwise requires, the following shall represent the Schedules which
are attached to this Agreement and which form a material part
hereof:
Schedule Description
Schedule
“A”: List
of
Assets being sold by the Vendor to the Purchaser
Schedule
“B”: Assignment
of Sub- Lease for Paradise Valley Mall outlet
Schedule
“C”: Assignment
of Sub-Lease for Arrowhead Town Center outlet
1.3 Interpretation. For
the
purposes of this Agreement, except as otherwise expressly provided or unless
the
context otherwise requires,:
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(a)
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the
words “herein”, “hereof” and “hereunder” and other words of similar import
refer to this Agreement as a whole and not to any particular Article,
section or other subdivision of this
Agreement;
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(b)
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the
headings are for convenience only and do not form a part of this
Agreement
nor are they intended to interpret, define or limit the scope or
extent of
this or any provision of this
Agreement;
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(c)
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any
reference to an entity shall include and shall be deemed to be a
reference
to any entity that is a permitted successor to such entity;
and
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(d)
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words
in the singular include the plural and words in the masculine gender
include the feminine and neuter genders, and vice
versa.
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Article
2
PURCHASE
AND SALE OF ASSETS
2.1 Purchase
and Sale.
The
Purchaser hereby purchases, without condition, and the Vendor hereby sells,
without condition, the Assets for the sum of $ 30,149 USD (the “Purchase Price”)
of which $15,149 USD shall be payable in cash, and $15,000 USD shall be payable
in the common shares of The Tradeshow Marketing Company Ltd. (the “Shares”). The
Shares shall be issued to the Vendor and/or his assign at a deemed price of
$1.00 per share. If however, the share price is below $1.00 per share at the
end
of twelve (12) months from the date of this Agreement, then the Purchaser shall
issue additional shares to the Vendor to ensure that the Shares issued under
this have an aggregate market value of at least $15,000USD.
Article
3
DUE
DILIGENCE
3.1 Due
Diligence Period.
The
Vendor shall allow the Purchaser a period of 30 days in which the Purchaser
shall be afforded the opportunity to verify the following:
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(a)
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The
form and general nature of the transaction in order to appropriately
address the Parties’ tax and securities
issues;
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(b)
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That
the retail locations and their inventories be free and clear of any
and
all liabilities, encumbrances, and creditor demands whatsoever, and
that
full and clear title can be delivered to The
Purchaser.
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(c)
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That
the complete satisfactory due diligence, and that upon signing of
this
Agreement, that the Vendor allow the Purchaser or a representative
of the
Purchaser to examine and confirm all inventories, stock, book accounts,
records and any other such additional information as may be reasonably
requested by the Purchaser.; and
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(d)
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That
the Parties successfully execute an assumption of lease agreement
for the
Outlets.
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Article
4
REPRESENTATIONS,
WARRANTIES AND COVENANTS BY THE VENDOR
4.1 Representations,
Warranties and Covenants by the Vendor.
In
order to induce the Purchaser to enter into and consummate this Agreement,
the
Vendor represents to and warrants to the Purchaser that, to the best of the
informed knowledge, information and belief of the Vendor, after having made
due
inquiry:
(a)the
Vendor is duly incorporated under the laws of its jurisdiction of incorporation
and is validly existing and in good standing with respect to all statutory
filings required by the applicable corporate laws;
(b)the
Vendor is qualified to do business in those jurisdictions where it is necessary
to fulfill its obligations under this Agreement and the Vendor has the full
power and authority to enter into this Agreement and any agreement or instrument
referred to or contemplated by this Agreement;
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(c)
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the
Vendor is the registered and beneficial owner of all interests in
the
Assets and has the requisite power, authority and capacity to own
and use
the Assets and the Vendor owns the right to develop and maintain
the
Assets;
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(e)
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no
person, firm or corporation has any written or oral agreement, option,
understanding or commitment, or any right or privilege capable of
becoming
an agreement, for the purchase from the Vendor of any of the
Assets;
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(f)
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there
are no outstanding orders or directions relating to any matters requiring
any work, repairs, construction or capital expenditures with respect
to
any of the Assets and the conduct of the operations related thereto,
nor
has the Vendor received any notice of
same;
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(g)
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there
is no adverse claim or challenge against or to the ownership of or
title
to any of the Assets or which may impede the development of any of
the
Assets, nor, to the best of the knowledge, information and belief
of the
Vendor, after having made due inquiry, is there any basis for any
potential claim or challenge, and, to the best of the knowledge,
information and belief of the Vendor, after having made due inquiry,
and
other than as provided for herein, no persons have any royalty, net
profits or other interests whatsoever in revenues or sales from any
of the
Assets;
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(h)
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there
are no actions, suits, proceedings or investigations (whether or
not
purportedly against or on behalf of the Vendor or the Assets), pending
or
threatened, which may affect, without limitation, the rights of the
Vendor
to transfer any of the Assets to the Purchaser at law or in equity,
or
before or by any federal, state, provincial, municipal or other
governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, and, without limiting the generality
of the foregoing, there are no claims or potential claims under any
relevant family relations legislation or other equivalent legislation
affecting the Assets. In addition, the Vendor is not now aware of
any
existing ground on which any such action, suit or proceeding might
be
commenced with any reasonable likelihood of
success;
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(i)
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the
Vendor has not experienced, nor is the Vendor aware of, any occurrence
or
event which has had, or might reasonably be expected to have, a materially
adverse affect on the Assets;
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(j)
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here
is not any proceeding, claim or, to the best of the knowledge, information
and belief of the Vendor, after having made due inquiry, any investigation
by any federal, state or municipal taxation authority, or any matters
under discussion or dispute with such taxation authorities, in respect
of
taxes, governmental charges, assessments or reassessments in connection
with the Vendor or the Assets, and the Vendor is not aware of any
contingent tax liabilities or any grounds that could result in an
assessment, reassessment, charge or potentially adverse determination
by
any federal, state or municipal taxation authority as against the
Vendor
or the Assets;
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(k)
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the
Vendor is not in breach of any provision or condition of, nor has
the
Vendor done or omitted to do anything that, with or without the giving
of
notice or lapse or both, would constitute a breach of any provision
or
condition of, or give rise to any right to terminate or cancel or
accelerate the maturity of any payment under, any deed of trust,
contract,
certificate, consent, permit, license or other instrument to which
the
Vendor is a party, by which the Vendor is bound or from which the
Vendor
derives benefit, or any judgment, decree, order, rule or regulation
of any
Court or governmental authority to which the Vendor is subject, or
any
statute or regulation applicable to the Vendor, to an extent that,
in the
aggregate, has a material adverse affect on the Vendor or the
Assets;
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(l)
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the
Vendor is not required to obtain any authorizations, approvals, or
waivers
that may be necessary or desirable in connection with the transactions
contemplated in this Agreement;
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(m)
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the
Vendor has not committed to sell, license, distribute, option, or
otherwise dispose of or grant any interest in all or any part of
the
Assets or agree to do or perform any act or enter into any transaction
or
negotiation which could reasonably be expected to interfere with
this
Agreement or which would render inaccurate any of the representations,
warranties or covenants set forth in this
Agreement;
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(n)
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the
execution and delivery of this Agreement and the agreements contemplated
hereby have been duly authorized by all necessary action, corporate
or
otherwise, or will have been so authorized at the relevant
time;
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(o)
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this
Agreement constitutes a legal, valid and binding obligation of the
Vendor
enforceable against it in accordance with its terms, except as enforcement
may be limited by laws of general application affecting the rights
of
creditors;
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(p)
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no
proceedings are pending for, and the Vendor is unaware of, any basis
for
the institution of any proceedings leading to its respective dissolution
or winding up, or the placing of it in bankruptcy or subject to any
other
laws governing the affairs of insolvent
companies;
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(q)
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the
making of this Agreement and the completion of the transactions
contemplated hereby and the performance of and compliance with the
terms
hereof does not and will not:
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(i)
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conflict
with or result in a breach of or violate any of the terms, conditions
or
provisions of the Vendor’s constating documents;
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(ii)
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conflict
with or result in a breach of or violate any of
the terms, conditions or provisions of any
law, judgment, order, injunction, decree, regulation
or
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ruling conflict
with or result in a breach of or violate any of the terms, conditions
or
provisions of any law, judgment, order, injunction, decree, regulation
or
ruling of any court or governmental authority, domestic or foreign,
to
which the Vendor is subject, or constitute or result in a default
under
any agreement, contract or commitment to which the Vendor is a
party;
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(iii)
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give
to any party the right of termination, cancellation or acceleration
in or
with respect to any agreement, contract or commitment to which the
Vendor
is a party;
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(iv)
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give
to any government or governmental authority, or any
municipality or any subdivision thereof, including any
governmental department, commission,
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bureau,
board or administration agency, any right of termination, cancellation
or
suspension of, or constitute a breach of or result in a default under,
any
permit, license, control or authority issued to the Vendor which
is
necessary or desirable in connection with the conduct and operations
of
its respective Business and the ownership or leasing of its respective
Assets or other assets; or
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(v)
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constitute
a default by, or any event which, with the giving
of notice or lapse of time or both, might constitute an
event of default, under any agreement,
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contract,
indenture or other constitute a default by, or any event which,
with the giving of notice or lapse of time or both, might constitute
an
event of default, under any agreement, contract, indenture or other
instrument of the Vendor which would give any party to that agreement,
contract, indenture or other instrument the right to terminate,
accelerate, modify, or effect any act which would materially negatively
affect the Assets;
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(r)
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the
Vendor is not aware of any fact or circumstance which has not been
disclosed to the Purchaser which should be disclosed in order to
prevent
the representations, warranties and covenants contained in this section
from being misleading or which would likely affect the decision of
the
Purchaser to enter into this Agreement;
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(s)
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neither
this Agreement nor any other document, certificate or statement furnished
to the Purchaser by or on behalf of the Vendor in connection with
the
transactions contemplated hereby knowingly or negligently contains
any
untrue or incomplete statement of material fact or omits to state
a
material fact necessary in order to make the statements therein not
misleading which would likely affect the decision of the Purchaser
to
enter into this Agreement; and
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(t)
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the
Vendor will employ good faith, due diligence, and best efforts to
perform
its obligations of this Agreement and will enter into such additional
or
collateral agreements as may be reasonably required by the Purchaser
to
effect and complete the objects and intent of this
Agreement.
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4.2 Continuity
of the Representations, Warranties and Covenants by the
Vendor.
The
representations, warranties and covenants by the Vendor contained in this
Article, or in any certificates or documents delivered pursuant to the
provisions of this Agreement or in connection with the transactions contemplated
hereby, will be true at and as of the Effective Date. Notwithstanding any
investigations or inquiries made by the Purchaser or by the Purchaser’s
professional advisors, or the waiver of any condition by the Purchaser, the
representations, warranties and covenants of the Vendor contained in this
Article shall continue in full force and effect for a period of twelve (12)
months from the Effective Date; provided, however, that the Vendor shall not
be
responsible for the breach of any representation, warranty or
covenant
of the Vendor contained herein caused by any act or omission of the Purchaser.
In the event that any of the representations, warranties or covenants of the
Vendor are found by a Court of competent jurisdiction to be incorrect and such
incorrectness results in any loss or damage sustained, directly or indirectly,
by the Purchaser, then the Vendor will pay the amount of such loss or damage
to
the Purchaser within 30 calendar days of receiving notice of judgment therefor;
provided that the Purchaser will not be entitled to make any claim unless the
loss or damage suffered may exceed the amount of $10,000.
Article
5
WARRANTIES,
REPRESENTATIONS AND COVENANTS BY THE PURCHASER
5.1 Warranties,
Representations and Covenants by the Purchaser.
In
order to induce the Vendor to enter into and consummate this Agreement, the
Purchaser hereby warrants to and represents to the Vendor that, to the best
of
the informed knowledge, information and belief of the Purchaser, after having
made due inquiry:
(a) the
Purchaser is duly incorporated under the laws of its jurisdiction of
incorporation and is validly existing and in good standing with respect to
all
statutory filings required by the applicable corporate laws;
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(b)
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the
execution and delivery of this Agreement and the agreements contemplated
hereby has been duly authorized by all necessary corporate action
on its
part;
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(c)
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there
are no consents, approvals or conditions precedent to the performance
of
this Agreement;
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(d)
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this
Agreement constitutes a legal, valid and binding obligation of the
Purchaser enforceable against the Purchaser in accordance with its
terms,
except as enforcement may be limited by laws of general application
affecting the rights of creditors;
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(e)
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no
proceedings are pending for, and the Purchaser is unaware of, any
basis
for the institution of any proceedings leading to the dissolution
or
winding up of the Purchaser or the placing of the Purchaser in bankruptcy
or subject to any other laws governing the affairs of insolvent
companies;
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(f)
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the
Purchaser is not in breach of any laws, ordinances, statutes, regulations,
by-laws, orders or decrees to which it is subject or which apply
to
it;
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(g)
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there
has been and there will be prepared and filed on a timely basis all
federal and state income tax returns, elections and designations,
and all
other governmental returns, notices and reports of which the Purchaser
had, or ought reasonably to have had, knowledge required to be or
reasonably capable of being filed with respect to the operations
of the
Purchaser, and no such returns, elections, designations, notices
or
reports contain or will contain any material misstatement or omit
any
material statement that should have been included, and each such
return,
election, designation, notice or report, including accompanying schedules
and statements, is and will be true, correct and complete in all
material
respects;
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(h)
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the
making of this Agreement and the completion of the transactions
contemplated hereby and the performance of and compliance with the
terms
hereof does not and will not:
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(i)
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conflict
with or result in a breach of or violate any of the terms, conditions
or
provisions of the constating documents of the
Purchaser;
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(ii)
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conflict
with or result in a breach of or violate any of the terms, conditions
or
provisions of any law, judgment, order, injunction, decree, regulation
or
ruling of any Court or governmental authority, domestic or foreign,
to
which the Purchaser is subject, or constitute or result in a default
under
any agreement, contract or commitment to which the Purchaser is a
party;
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(iii)
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give
to any party the right of termination, cancellation or acceleration
in or
with respect to any agreement, contract or commitment to which the
Purchaser is a party;
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(iv)
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give
to any government or governmental authority, or any municipality
or any
subdivision thereof, including any governmental department, commission,
bureau, board or administration agency, any right of termination,
cancellation or suspension of, or constitute a breach of or result
in a
default under, any permit, license, control or authority issued to
the
Purchaser which is necessary or desirable in connection with the
conduct
and operations of its business and the ownership or leasing of its
business assets; or
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(v)
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constitute
a default by the Purchaser, or any event which, with the giving of
notice
or lapse of time or both, might constitute an event of default, under
any
agreement, contract, indenture or other instrument relating to any
indebtedness of the Purchaser which would give any party to that
agreement, contract, indenture or other instrument the right to accelerate
the maturity for the payment of any amount payable under that agreement,
contract, indenture or other
instrument;
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(i)
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neither
this Agreement nor any other document, certificate or statement furnished
to the Vendor by or on behalf of the Purchaser in connection with
the
transactions contemplated hereby knowingly or negligently contains
any
untrue or incomplete statement of material fact or omits to state
a
material fact necessary in order to make the statements therein not
misleading;
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(j)
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the
Purchaser is not aware of any fact or circumstance which has not
been
disclosed to the Vendor which should be disclosed in order to prevent
the
representations, warranties and covenants contained in this section
from
being misleading or which would likely affect the decision of the
Vendor
to enter into this Agreement; and
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(k)
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the
Purchaser will employ good faith, due diligence, and best efforts
to
perform its obligations of this Agreement and will enter into such
additional or collateral agreements as may be reasonably required
to
effect and complete the objects and intent of this
Agreement.
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5.2 Continuity
of the Representations, Warranties and Covenants by the
Purchaser.
The
representations, warranties and covenants of the Purchaser contained in this
Article, or in any certificates or documents delivered pursuant to the
provisions of this Agreement or in connection with the transactions contemplated
hereby, will be true at and as of the Effective Date. Notwithstanding any
investigations or inquiries made by the Vendor or by the Vendor’s respective
professional advisors prior to the Effective Date, or the waiver of any
condition by the Vendor, the representations, warranties and covenants of the
Purchaser contained in this Article shall survive the Effective Date and shall
continue in full force and effect for a period of twelve (12) months from the
Effective Date; provided, however, that the Purchaser shall not be responsible
for the breach of any representation, warranty or covenant of the Purchaser
contained herein caused by any act or omission of the Vendor. In the event
that
any of the said representations, warranties or covenants are found by a Court
of
competent jurisdiction to be incorrect and such incorrectness results in any
loss or damage sustained, directly or indirectly, by the Vendor, then the
Purchaser will pay the amount of such loss or damage to the Vendor within 30
calendar days of receiving notice of judgment therefor; provided that the Vendor
will not be entitled to make any claim unless the loss or damage suffered may
exceed the amount of $10,000.
Article
6
ADDITIONAL
TERMS
6.1 Opinions,
Reports and Advice of the Vendor.
The
Vendor hereby acknowledges and agrees that all written and oral opinions,
reports, advice and materials provided by the Vendor to the Purchaser in
connection with the Assets hereunder are intended solely for the Purchaser’s
benefit and for the Purchaser’s use only, and that any such written and oral
opinions, reports, advice and information are the exclusive property of the
Purchaser. In this regard the Vendor hereby covenants and agrees that the
Purchaser may utilize any such opinion, report, advice and materials for any
other purpose whatsoever and, furthermore, may reproduce, disseminate, quote
from and refer to, in whole or in part, at any time and in any manner, any
such
opinion, report, advice and materials in its sole and absolute
discretion.
6.2 Additional
Documents and Acts by Vendor.
The
Vendor will also cause or deliver, or cause to be delivered, to the Purchaser,
at the times stipulated, the following:
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(a)
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upon
the request of the Purchaser, all documentation as may be necessary
and as
may be required by counsel for the Purchaser, acting reasonably,
to ensure
that all of the Assets have been duly transferred, assigned and are
registerable in the name of and for the benefit of the Purchaser
under
applicable corporate laws and including, without limitation, all
necessary
deeds, conveyances, bills of sale, assurances, transfers, contract
assignments, sales agreement assignments, development agreement
assignments, royalty assignments, license assignments, manufacturing
agreement assignments, supply agreement assignments, consents and
any
other documents necessary or reasonably required effectively to transfer
all of the Assets and the business of the Assets to the Purchaser
with a
good and marketable title, free and clear of all mortgages, liens,
charges, pledges, claims, security interests or encumbrances
whatsoever;
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(b)
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within
10 days of the Effective Date, a certified copy of the resolutions
of the
directors and shareholders of the Vendor authorizing the transfer
by the
Vendor to the Purchaser of all of the Assets in accordance with the
terms
of this Agreement;
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(c)
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within
30 days of the Effective Date, all necessary consents and approvals
in
writing to the completion of the transactions contemplated herein
and
including, without limitation, approval from all Regulatory Authorities
having jurisdiction over the Vendor and the Assets or a certificate
of
counsel of the Vendor that no such consents are required;
and
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(d)
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within
30 days of the Effective Date all records, engineering specifications
and
reports, patents, books, and other documentation pertinent to the
Assets
and all molds, inventory, customer lists, supply contracts, manufacturing
contracts, and all and every part of such matters pertaining to the
Assets.
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6.3 Additional
Documents and Acts by Purchaser.
The
Purchaser will also cause or deliver, or cause to be delivered, to the Vendor
or
the Shareholders, as appropriate, at the times stipulated, the
following:
(a) within
40
days of the date of this Agreement, the Purchaser shall pay $15,149 and shall
issue 15,000 shares into the name ofSami Xxxxxx
6.4 Non-disclosure.
The
Parties hereto, for themselves, their officers, directors, shareholders,
consultants, employees and agents, agree that they each will not disseminate
or
disclose, or knowingly allow, permit or cause others to disseminate or disclose
to third parties who are not subject to express or implied covenants of
confidentiality, without the other Parties’ express written consent, either: (i)
the fact or existence of this Agreement or discussions and/or negotiations
between them involving, inter
alia,
possible business transactions; (ii) the possible substance or content of those
discussions; (iii) the possible terms and conditions of any proposed
transaction; (iv) any statements or representations (whether verbal or written)
made by either Party in the course of or in connection with those discussions;
or (v) any written material generated by or on behalf of any Party and such
contacts, other than such disclosure as may be required under applicable
securities legislation or regulations, pursuant to any order of a Court or
on a
“need to know” basis to each of the Parties’ respective professional
advisors.
6.5 Confidential
Information.
Each
Party hereto acknowledges that any and all information which a Party may obtain
from, or have disclosed to it, about the other Parties constitutes valuable
trade secrets and proprietary confidential information of the other Parties
(collectively, the “Confidential
Information”).
No
such Confidential Information shall be published by any Party without the prior
written consent of the other Parties hereto, however, such consent in respect
of
the reporting of factual data shall not be unreasonably withheld, and shall
not
be withheld in respect of information required to be publicly disclosed pursuant
to applicable securities or corporation laws. Furthermore, each Party hereto
undertakes not to disclose the Confidential Information to any third party
without the prior written approval of the other Parties and to ensure that
any
third party to which the Confidential Information is disclosed shall execute
an
agreement and undertaking on the same terms as contained herein.
6.6 Impact
of Breach of Confidentiality.
The
Parties hereto acknowledge that the Confidential Information is important to
the
respective businesses of each of the Parties and that, in the event of
disclosure of the Confidential Information, except as authorized hereunder,
the
damage to each of the Parties hereto, or to either of them, may be irreparable.
For the purposes of the foregoing sections the
Parties
recognize and hereby agree that a breach by any of the Parties of any of the
covenants therein contained would result in irreparable harm and significant
damage to each of the other Parties that would not be adequately compensated
for
by monetary award. Accordingly, the Parties agree that in the event of any
such
breach, in addition to being entitled as a matter of right to apply to a Court
of competent equitable jurisdiction for relief by way of restraining order,
injunction, decree or otherwise as may be appropriate to ensure compliance
with
the provisions hereof, any such Party will also be liable to the other Parties,
as liquidated damages, for an amount equal to the amount received and earned
by
such Party as a result of and with respect to any such breach. The Parties
also
acknowledge and agree that if any of the aforesaid restrictions, activities,
obligations or periods are considered by a Court of competent jurisdiction
as
being unreasonable, the Parties agree that said Court shall have authority
to
limit such restrictions, activities or periods as the court deems proper in
the
circumstances. In addition, the Parties further acknowledge and agree that
all
restrictions or obligations in this Agreement are necessary and fundamental
to
the protection of the respective businesses of each of the Parties and are
reasonable and valid, and all defenses to the strict enforcement thereof by
either of the Parties are hereby waived by the other Parties.
6.7 Events.
If any
Party hereto is at any time prevented or delayed in complying with any
provisions of this Agreement by reason of strikes, walk-outs, labour shortages,
power shortages, fires, wars, acts of God, earthquakes, storms, floods,
explosions, accidents, protests or demonstrations by environmental lobbyists
or
native rights groups, delays in transportation, breakdown of machinery,
inability to obtain necessary materials in the open market, unavailability
of
equipment, governmental regulations restricting normal operations, shipping
delays or any other reason or reasons beyond the control of that Party, then
the
time limited for the performance by that Party of its respective obligations
hereunder shall be extended by a period of time equal in length to the period
of
each such prevention or delay.
6.8 Notice.
A Party
shall, within seven calendar days, give notice to the other Party of each event
of force
majeure
under
section “14.1” hereinabove, and upon cessation of such event shall furnish the
other Party with notice of that event together with particulars of the number
of
days by which the obligations of that Party hereunder have been extended by
virtue of such event of force
majeure
and all
preceding events of force
majeure.
6.9 Default.
The
Parties hereto agree that if any Party hereto is in default with respect to
any
of the provisions of this Agreement (herein called the “Defaulting
Party”),
the
non-defaulting Party (herein called the “Non-Defaulting
Party”)
shall
give notice to the Defaulting Party designating such default, and within 10
calendar days after its receipt of such notice, the Defaulting Party shall
cure
such default, or commence proceedings to cure such default and prosecute the
same to completion without undue delay.
6.10 Indemnification.
The
Parties hereto agree to indemnify and save harmless the other Party hereto,
including its respective affiliates and their respective directors, officers,
employees and agents (each such party being an “Indemnified
Party”)
from
and against any and all losses, claims, actions, suits, proceedings, damages,
liabilities or expenses of whatever nature or kind, including any investigation
expenses incurred by any Indemnified Party, to which an Indemnified Party may
become subject by reason of an act or inaction of the other Party.
6.11 Claim
of Indemnification.
The
Parties hereto agree to waive any right they might have of first requiring
the
Indemnified Party to proceed against or enforce any other right, power, remedy,
security or claim payment from any other person before claiming this
indemnity.
6.12 Notice
of Claim.
In case
any action is brought against an Indemnified Party in respect of which indemnity
may be sought against any of the Parties hereto, the Indemnified Party will
give
the relevant Party hereto prompt written notice of any such action of which
the
Indemnified Party has knowledge and such Party will undertake the investigation
and defense thereof on behalf of the Indemnified Party, including the prompt
retaining of counsel acceptable to the Indemnified Party affected and the
payment of all expenses. Failure by the Indemnified Party to so notify shall
not
relieve any Party hereto of such Party’s obligation of indemnification hereunder
unless (and only to the extent that) such failure results in a forfeiture by
any
Party hereto of substantive rights or defenses.
6.13 Settlement.
No
admission of liability and no settlement of any action shall be made without
the
consent of the Indemnified Party affected, such consent not to be unreasonably
withheld.
6.14 Legal
Proceedings.
Notwithstanding that the relevant Party hereto will undertake the investigation
and defense of any action, an Indemnified Party will have the right to employ
separate counsel in any such action and participate in the defense thereof,
but
the fees and expenses of such counsel will be at the expense of the Indemnified
Party unless:
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(a)
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such
counsel has been authorized by the relevant Party
hereto;
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(b)
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the
relevant Party hereto has not assumed the defense of the action within
a
reasonable period of time after receiving notice of the
action;
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(c)
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the
named parties to any such action include that any Party hereto and
the
Indemnified Party shall have been advised by counsel that there may
be a
conflict of interest between any Party hereto and the Indemnified
Party;
or
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(d)
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there
are one or more legal defenses available to the Indemnified Party
which
are different from or in addition to those available to any Party
hereto.
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6.15 Notice.
Each
notice, demand or other communication required or permitted to be given under
this Agreement shall be in writing and shall be sent by prepaid registered
mail
addressed to the Party entitled to receive the same, or delivered to such Party,
at the address for such Party specified above. The date of receipt of such
notice, demand or other communication shall be the date of delivery thereof
if
delivered, or, if given by registered mail as aforesaid, shall be deemed
conclusively to be the third calendar day after the same shall have been so
mailed, except in the case of interruption of postal services for any reason
whatsoever, in which case the date of receipt shall be the date on which the
notice, demand or other communication is actually received by the addressee.
Either Party may at any time and from time to time notify the other Party in
writing of a change of address and the new address to which notice shall be
given to it thereafter until further change.
Article
7
GENERAL
PROVISIONS
7.1 Entire
Agreement.
This
Agreement constitutes the entire agreement to date between the Parties hereto
and supersedes every previous agreement, communication, expectation,
negotiation, representation or understanding, whether oral or written, express
or implied, statutory or otherwise, between the Parties hereto with respect
to
the subject matter of this Agreement.
7.2 Enurement.
This
Agreement will enure to the benefit of and will be binding upon the Parties
hereto, their respective heirs, executors, administrators and
assigns.
7.3 Schedules.
The
Schedules to this Agreement are hereby incorporated by reference into this
Agreement in its entirety.
7.4 Time
of the Essence.
Time
will be of the essence of this Agreement.
7.5 Representation
and Costs.
It is
hereby acknowledged by each of the Parties hereto that, as between the Parties
hereto, Xxxx X. Xxxxxx Law Corporation, acts solely for the Purchaser, and
that
the Vendor has been advised to obtain independent legal advice with respect
to
their respective reviews and execution of this Agreement. In addition, it is
hereby further acknowledged and agreed by the Parties hereto that each Party
to
this Agreement will bear and pay its own costs, legal and otherwise, in
connection with its respective preparation, review and execution of this
Agreement and, in particular, that the costs involved in the preparation of
this
Agreement, and all documentation necessarily incidental thereto, shall be at
the
cost of the Purchaser.
7.6 Applicable
Law.
The
situs of this Agreement is Phoenix, Arizona, and for all purposes this Agreement
will be governed exclusively by and construed and enforced in accordance with
the laws and Courts prevailing in the State of Arizona.
7.7 Further
Assurances.
The
Parties hereto hereby, jointly and severally, covenant and agree to forthwith,
upon request, execute and deliver, or cause to be executed and delivered, such
further and other deeds, documents, assurances and instructions as may be
required by the Parties hereto or their respective counsel in order to carry
out
the true nature and intent of this Agreement.
7.8 Currency.
Unless
otherwise stipulated, all payments required to be made pursuant to the
provisions of this Agreement and all money amount references contained herein
are in lawful currency of the U.S.A.
7.9 Severability
and Construction.
Each
Article, section, paragraph, term and provision of this Agreement, and any
portion thereof, shall be considered severable, and if, for any reason, any
portion of this Agreement is determined to be invalid, contrary to or in
conflict with any applicable present or future law, rule or regulation in a
final unappealable ruling issued by any court, agency or tribunal with valid
jurisdiction in a proceeding to any of the Parties hereto is a party, that
ruling shall not impair the operation of, or have any other effect upon, such
other portions of this Agreement as may remain otherwise intelligible (all
of
which shall remain binding on the Parties and continue to be given full force
and agreement as of the date upon which the ruling becomes final).
7.10 Captions.
The
captions, section numbers and Article numbers appearing in this Agreement are
inserted for convenience of reference only and shall in no way define, limit,
construe or describe the scope or intent of this Agreement nor in any way affect
this Agreement.
7.11 Counterparts.
This
Agreement may be signed by the Parties hereto in as many counterparts as may
be
necessary and, if required, by facsimile, each of which so signed being deemed
to be an original, and such counterparts together shall constitute one and
the
same instrument and
notwithstanding
the date of execution will be deemed to bear the Execution Date as set forth
on
the front page of this Agreement.
7.12 Consents
and Waivers.
No
consent or waiver expressed or implied by either Party hereto in respect of
any
breach or default by any other Party in the performance by such other of its
obligations hereunder shall:
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(a)
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be
valid unless it is in writing and stated to be a consent or waiver
pursuant to this section;
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(b)
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be
relied upon as a consent to or waiver of any other breach or default
of
the same or any other obligation;
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(c)
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constitute
a general waiver under this Agreement;
or
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(d)
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eliminate
or modify the need for a specific consent or waiver pursuant to this
section in any other or subsequent
instance.
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IN
WITNESS WHEREOF
each of
the Parties hereto has set their respective hands and seals in the presence
of
their duly authorized signatories as of the Execution Date determined
hereinabove.
| /s/ XXXX XXXXXX | |||
|
XXXX XXXXXX |
)
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||
| The COMMON SEAL of | ) | ||
| THE TRADESHOW MARKETING | ) | ||
| COMPANY LTD | ) | ||
| the Purchaser herein, | ) | ||
| was hereunto affixed in the presence of: | ) | (c/s) | |
| ) | |||
| ) | |||
|
/s/ Xxxxxx-Xxx Xxxx
|
) |
SCHEDULE
“A”
List
of
Assets being sold by the Vendor to the Purchaser
THIS
IS SCHEDULE “A” to the Asset Purchase Agreement , between Xxxx Xxxxxx.
(the vendor) and The Tradeshow Marketing Co. Ltd.(the purchaser)
dated
the
20 day of July, 2005
The
Vendor, Xxxx Xxxxxx, agrees to sell to the assets as set out below, to the
Purchaser, The Tradeshow Marketing Co. Ltd for the sum of $30,149 USD which
is
to be paid as follows:
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$15,149
USD shall be payable in cash, on or before August 31,
2005
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·
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$15,000
USD shall be payable in the common shares of The Tradeshow Marketing
Company Ltd. (the “Shares”). The Shares shall be issued to the Vendor
and/or his assign at a deemed price of $1.00 per share. If however,
the
share price is below $1.00 per share at the end of twelve (12) months
from
the date of this Agreement, then the Purchaser shall issue additional
shares to the Vendor to ensure that the Shares issued under this
have an
aggregate market value of at least $15,000USD.
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The
Assets
Product
for Re-sale having an aggregate value of $ 20,149 USD
Equipment:
fixtures, shelving, video surveillance equipment, 2 computers, 2 cash registers
and 2 credit card machines having an aggregate value of $ 10,000 USD
SCHEDULE
“B”
Assignment
of Sub Lease for Paradise Valley Mall outlet
THIS
IS SCHEDULE “B” to the Asset Purchase Agreement , between Xxxx Xxxxxx.
(the vendor) and The Tradeshow Marketing Co. Ltd.(the purchaser)
dated
the
20 day of July, 2005
The
Vendor hereby agrees to sub lease the retail outlet located at Paradise Valley
Mall and bearing license # E-16 , to the Purchaser. The sub-lease shall extend
from July 20, 2005 to December 31st , 2008 or until such time earlier
where the lease is assigned directly into the name of The Tradeshow Marketing
Co
Ltd. The Purchaser agrees to pay the Vendor the sum of $4,205.61USD per month
for the duration of this sub lease, or until such time earlier as the lease
is
assigned directly into the name of the Purchaser.
SCHEDULE
“C”
Assignment
of Sub Lease for Arrowhead Town Center outlet
THIS
IS SCHEDULE “C” to the Asset Purchase Agreement , between Xxxx Xxxxxx.
(the vendor) and The Tradeshow Marketing Co. Ltd.(the purchaser)
dated
the
20 day of July, 2005
The
Vendor hereby agrees to sub lease the retail outlet located at Arrowhead Town
Center bearing license # 2163, to the Purchaser. The sub-lease shall extend
from
July 20, 2005 to December 31st , 2008 or until such time earlier
where the lease is assigned directly into the name of The Tradeshow Marketing
Co
Ltd. The Purchaser agrees to pay the Vendor the sum of $3,839.871USD per month
for the duration of this sub lease, or until such time earlier as the lease
is
assigned directly into the name of the Purchaser.
