THIS AGREEMENT made as of the 25th day of June, 1999.
BETWEEN:
XXXXXXXXX.XXX INC., a corporation incorporated
pursuant to the laws of the State of Delaware,
(hereinafter called the "Purchaser")
OF THE FIRST PART
- and -
XXXXXXXXX.XXX INC., a corporation incorporated
pursuant to the laws of the Province of Ontario,
(hereinafter called the "Vendor")
OF THE SECOND PART
WHEREAS pursuant to an agreement made as of the 3rd day of May, 1999,
between Vendor (formerly known as Xxxxxxxxxxx.xxx Inc.) and D.G. Jewelry Inc.,
(the "DG Agreement") D.G. Jewelry Inc. sold, transferred and assigned to Vendor
those certain assets described in the DG Agreement (the "Purchased Asset") in
consideration of the sum of One Million and Eight Hundred Thousand Dollars
($1,800,000.00) which amount was paid and satisfied by a demand promissory note
issued by Vendor to D.G. Jewelry Inc. (the "Promissory Note");
AND WHEREAS the Purchaser is a subsidiary of the Vendor;
AND WHEREAS Vendor wishes to sell, transfer and assign to Purchaser and
Purchaser wishes to buy and acquire from Vendor all of Vendor's right, title and
interest in and to the Purchased Asset; and
AND WHEREAS Purchaser wishes to assume all of the obligations of Vendor
owing to D.G. Jewelry Inc. pursuant to the Promissory Note;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
promises and the mutual covenants hereinafter contained, the parties hereto
covenant and agree as follows:
1. Purchaser hereby purchases and acquires the Purchased Asset from Vendor
and Vendor hereby sells and transfers the Purchased Asset to Purchaser
upon the terms herein set forth.
-1-
2. The Purchaser and the Vendor acknowledge and agree that the purchase
price (the "Purchase Price") for the Purchased Asset shall be One
Million and Eight Hundred Thousand Dollars ($1,800,000.00).
3. In consideration of the Purchase Price for the Purchased Asset,
Purchaser hereby agrees to assume all of Vendor's obligations under the
Promissory Note and the parties hereto acknowledge and agree that the
assumption by Purchaser of Vendor's obligations under the Promissory
Note is in full satisfaction of the Purchase Price for the Purchased
Asset.
4. Purchases hereby agrees to indemnify and save Vendor harmless from all
claims, demands, and liabilities of every nature and kind whatsoever in
connection with the Promissory Note.
5. Vendor covenants and agrees that it shall not alter or in any way amend
the terms of the Promissory Note without the prior written consent of
Purchaser, and any such alterations or amendments made without
Purchaser's prior written consent shall not affect Purchaser's
obligations hereunder.
6. Purchaser represents and warrants to the Vendor as follows:
(a) It has been duly incorporated under the laws of the State of
Delaware and is a validly subsisting corporation; and
(b) It has full authority to enter into and carry out the
provisions of this Agreement.
7. Vendor represents and warrants to the Purchaser as follows:
(a) It has been duly incorporated under the laws of the Province
of Ontario and is a validly subsisting corporation;
(b) It has full authority to enter into and carry out the
provisions of this Agreement;
(c) It has not previously transferred or assigned the Purchased
Asset to any other party or parties; and
(d) It owns the Purchased Asset free and clear of all liens and
encumbrances, and Vendor has taken all necessary steps to
transfer the Purchased Asset to Purchaser in such manner as
may be reasonably required by Purchaser.
8. All representations, warranties and covenants contained in this
agreement shall survive the execution and delivery of this Agreement
and the completion of the transactions contemplated herein.
-2-
9. Each of the parties hereto shall from time to time execute and deliver
all such further documents and instruments and do all acts and things
as the other parties may reasonably require to effectively carry out or
better evidence or perfect the full intent and meaning of this
Agreement.
10. Time shall be of the essence of this Agreement.
11. This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.
12. This Agreement shall be governed by and construed in accordance with
the laws of the Province of Ontario.
13. No modification of or amendment to this agreement shall be valid and
binding unless set forth in writing duly executed by the parties
hereto.
14. All dollar amounts referred to in this Agreement are in American funds.
IN WITNESS WHEREOF the parties hereto have executed this agreement.
XXXXXXXXX.XXX INC.
(a Delaware Corporation)
Per:______________________________
Name: Xxxx Xxxxxxxxx
Title: President
I/we have authority to bind the Corporation.
XXXXXXXXX.XXX INC.
(an Ontario Corporation)
Per:______________________________
Name: Xxxx Xxxxxxxxx
Title: President
I/we have authority to bind the Corporation.
-3-
