Exhibit 6(a)(1)
AGREEMENT FOR THE PURCHASE OF ASSETS
THIS AGREEMENT FOR THE PURCHASE OF ASSETS is made and entered into this
12th day of April, 2000, by and between Nevada Mining & Metals Corporation, a
Nevada corporation with principal offices at 0000 Xxxxxxx Xxx. Xxxxx X, Xxx
Xxxxx, Xxxxxx 00000 ("Buyer"), and Temple Summit Financial Projects, Inc., a
Nevada corporation, with principal offices at 00 Xxxx XX 0000, Xxxxx 00000,
Xxxxx Xxxx, Xxxxx 00000 ("Seller").
RECITALS
A. Seller is the owner of assets and liabilities associated with its mining
operations, including certain mining claims ("Mining Operations").
B. Buyer is a Nevada corporation seeking to enter the mining industry.
C. Buyer desires to purchase, and Seller desires to sell, the Mining
Operations on the terms and conditions of this Agreement. The parties intend
that the sale of the Mining Operations shall be effective as soon as possible
but no later than April 30, 2000 (the "Closing").
AGREEMENT
NOW, THEREFORE, on the basis of the representations and warranties
herein contained, and subject to the terms and conditions hereof, the parties
hereto covenant and agree as follows:
I ARTICLE
PURCHASE AND SALE
1.1 Purchase and Sale.
1.1.1 Seller agrees to sell and transfer the Mining Operations to Buyer and
Buyer agrees to purchase the Mining Operations from Seller at Closing.
The Mining Operations shall consist of those mining claims of the
Seller listed on Schedule "A," which is attached hereto and
incorporated herein, and all assets and liabilities associated with the
mining claims.
1.1.2 Such sale shall include all liabilities, obligations and debts, known
and unknown, whether absolute, accrued, contingent or otherwise,
related to the Mining Operations.
1.2 Purchase Price. The purchase price for the Mining Operations shall be
Thirty Thousand Dollars ($30,000), which shall be tendered at Closing.
ARTICLE II
CLOSING
2.1 Closing. The Closing shall be held as soon as possible but no later
than April 30, 2000, ("Closing") at the Buyer's offices in Las Vegas,
Nevada or at such other time or place as may be mutually agreed upon by
the parties in writing.
2.2 Deliveries.
2.2.1 At the Closing, Buyer will deliver to Seller the consideration provided
for by Section 1.2.
2.2.2 At the Closing, Seller will deliver to Buyer such grant deeds, bills of
sale, endorsements, assignments, and other good and sufficient
instruments of conveyance, containing full warranties of title, as
shall be effective to vest in Buyer as of Closing good, absolute and
marketable legal and equitable title to the Mining Operations.
2.2.3 Delivery of possession of the Mining Operations shall be deemed to have
occurred for all purposes at the close of business on the Closing, and
all risks of loss, whether or not covered by insurance, shall be on
Seller until such close of business on the date of the Closing and on
Buyer thereafter.
ARTICLE III
REPRESENTATIONS, WARRANTIES, AND COVENANTS OF SELLER
Seller represents, warrants, and covenants to Buyer as follows:
3.1 Organization. Buyer represents, warrants, and covenants to Seller that,
as of the date of this Agreement, it is a valid corporation in good
standing and authorized to take the action provided for herein.
3.2 Mining Operations; No Known Defects. Seller has good and marketable
title to all of the Mining Operations, free and clear of all mortgages,
liens, pledges, encumbrances, or security interests of any nature
whatsoever. The Mining Operations to be transferred to Buyer under this
Agreement are, to the best of Seller's knowledge, in good operating
condition and repair.
3.3 No Changes. Except as disclosed by Seller to Buyer in writing prior to
the execution of this Agreement, with respect to the Mining Operations,
since the parties signed the Letter of Intent there has not been, and
there will not be before delivery of the Mining Operations to Buyer any
material change in the condition of the Mining Operations other than
changes in the ordinary course of business, none of which, singularly
or in the aggregate, has been materially adverse.
3.4 Sales Tax. Buyer hereby agrees to pay, and hold Seller harmless from,
any and all taxes which may become due by virtue of the sale of the
Mining Operations contemplated by this Agreement, it being understood
that the same are the sole obligation of Buyer.
ARTICLE IV
REPRESENTATIONS, WARRANTIES, AND COVENANTS OF BUYER
4.1 Organization. Buyer represents, warrants, and covenants to Seller that,
as of the date of this Agreement, it is a valid corporation in good
standing and authorized to take the action provided for herein.
4.2 Opportunity for Due Diligence. Buyer represents, warrants, and
covenants to Seller that it has had the opportunity to conduct a due
diligence investigation into the Mining Operations and that it is aware
of the current status of the Mining Operations. Buyer has had the
opportunity to ask questions of and seek additional information it
deemed or may deem necessary in examining Seller, the Mining
Operations, and the assets and liabilities associated therewith, and
has either done so, or expressly waived its right to do so.
4.3 Assets & Liabilities. Buyer represents, warrants, and covenants to
Seller that it has reviewed and understands the amount of assets and
liabilities that it will be assuming upon Closing.
ARTICLE V
MISCELLANEOUS
5.1 Headings. Article and Section headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning
of this Agreement or its interpretation.
5.2 Entire Agreement. This Agreement and the Exhibits hereto constitute the
entire agreement between the parties pertaining to the subject matter
hereof and supersede all prior agreements, understandings, negotiations
and discussions, whether oral or written, of the parties.
5.3 Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto.
5.4 Notices. Any notices or other communications required or permitted
hereunder shall be sufficiently given if delivered personally or sent
by registered or certified mail, postage prepaid, as follows:
To Seller: To Buyer:
Temple Summit Financial Projects, Inc. Nevada
Mining and Metals Corporation
Attn.: Xxxxxx Xxxx, President Attn.: Xxxxx Xxxxxxx
Xxxxxxxx, President
00 Xxxx XX 0000, Xxxxx 00000 0000 Xxxxxxx Xxx. Xxxxx X
Xxxxx Xxxx, Xxxxx 00000 Xxx Xxxxx, Xxxxxx 00000
or at such other address as shall be furnished in writing by the party to the
other, and shall be deemed to have been given as of the date so delivered or
deposited in the United States mail, as the case may be.
5.5 Expenses. Each party shall bear their own expenses incurred in
connection with the transactions contemplated by this Agreement.
5.6 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original instrument and
together shall constitute the entire Agreement.
5.7 Applicable Law. This agreement shall be governed by and construed in
accordance with the laws of the State of Nevada. Venue shall lie only
in the State and Federal Courts in and for the County of Xxxxx, Nevada,
as to all disputes arising under this agreement, and such venue is
hereby consented to by the parties hereto.
IN WITNESS WHEREOF, the parties have duly executed this Agreement for
Purchase of Mining Operations.
"Seller" - Temple Summit Financial Projects, Inc.
/s/ Xxxxxx X. Xxxx April , 2000
Xxxxxx X. Xxxx, President Date
"Buyer" - Nevada Metals & Mining Corporation
/s/ Xxxxx Xxxxxxx Xxxxxxxx April , 2000
Xxxxx Xxxxxxx Xxxxxxxx, President Date
