AGREEMENT FOR PURCHASE AND SALE OF ASSETS (Dragon Villa)
THIS AGREEMENT is made and entered into this 8th day of January, 1997, by and
between HONPAR (HUANGZHOU) PROPERTIES LIMITED ("Seller") and ASIAN STAR
DEVELOPMENT, INC., a Nevada corporation ("Buyer").
W I T N E S S E T H:
This Agreement is made and entered into with reference to the following facts:
A. Seller is the owner, free and clear of all liens and encumbrances, of
that certain property described in Exhibit "A" attached hereto and made a part
hereof by reference ("the Assets").
B. Seller desires to sell to Buyer, and Buyer desires to purchase from
Seller, the Assets upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and promises
hereinafter set forth, and other good and valuable consideration, receipt of
which is hereby acknowledged, it is agreed by the parties as follows:
1. Sale of Assets. Seller shall sell and Buyer shall purchase the Assets,
free and clear of all liens and encumbrances.
2. Purchase Price. The purchase price for the Assets shall be 5,760,000
shares of restricted Common Stock of Buyer. This transaction is intended to be
a tax-free exchange of equity securities of Buyer for the Assets of Seller, all
pursuant to the U.S. Internal Revenue Code.
3. Warranties of Seller. Seller represents and warrants to Buyer as
follows:
(a) It has not entered into any other contracts to sell, mortgage, or assign
the Assets.
(b) As of the date of closing, the Assets shall be free and clear of all
liens, encumbrances, chattel mortgages or conditional sales contracts.
(c) It has taken all corporate action, and other legally required action,
including permits and consents required by the governmental authorities in the
jurisdiction where the Assets are situated, necessary to sell and transfer the
Assets to Buyer and has received/obtained full corporate, legal, govern-mental
and other necessary authority to do so.
5. Condition of Assets. Buyer acknowledges that it has inspected the
Assets and is purchasing them in an "as is" condition. The parties waive any
provisions of commercial bulk sales laws.
7. Obligations Upon Closing. At the closing:
(a) Seller shall deliver to Buyer a xxxx of sale.
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(b) The parties shall execute all documents deemed necessary and appropriate
to effect issuance and delivery to Seller of the shares of Common Stock, as
described in Paragraph 2 hereof.
8. Indemnity by Seller. Seller shall indemnify Buyer against any loss,
damage, cost or expense that Buyer shall incur or suffer as a result of the
breach, untruth or inaccuracy of any promise, agreement, covenant, warranty or
representation made by Seller herein and for the benefit of Buyer.
9. Indemnity of Buyer. Buyer shall indemnify Seller against any loss,
damage, cost or expense that Seller shall incur or suffer as a result of the
breach, untruth or inaccuracy of any promise, agreement, covenant, warranty or
representation made by Buyer herein to and for the benefit of Seller.
10. Broker's /Finder's Fees. The parties warrant to and with each other
that the transaction evidenced by this Agreement was initiated, negotiated and
completed by the parties hereto directly, as principals, and without the
intervention of any broker, dealer, agent or finder, except as otherwise
provided herein. Each party agrees to indemnify and hold the other party
harmless from and against any loss, damage, cost or expense, including without
limitation, attorneys' fees and litigation expenses, resulting from any breach
or breaches of the foregoing warranty.
11. Risk of Loss. Risk of loss, damage, or destruction of the Assets
shall remain with Seller until Buyer takes possession and control of the Assets
of Seller, at which time risk of loss, damage or destruction of the Assets shall
pass to Buyer.
12. Miscellaneous.
(a) Time. Time is of the essence of this Agreement and in the performance
and enforcement of each of the promises, covenants, representations and
warranties of the parties contained herein. For the purpose of computing any
period of time prescribed herein or relating hereto, the first day shall be
excluded. If the period of time is six (6) days or more, weekends and public
holidays shall be included. An act required to be performed on a day shall be
performed at or before the close of business on such day. If an act is required
to be performed on a certain day and such day is not a regular business day, the
time of performance or measurement shall be extended to and including the next
regular business day.
(b) Entire Agreement. This Agreement constitutes the entire agreement of the
parties and all prior rights, negotiations and representations are merged
herein.
(c) Binding Effects. This Agreement shall inure to the benefit of, and be
binding upon, the parties and their several successors in interested in any
capacity.
(d) Applicable Law. This Agreement shall be construed in accordance with
the laws of the State of Nevada.
(e) Notices. Any notice or notices which any party hereto deems
necessary, useful or convenient to give to any other party or parties hereto, at
any time and from time to time, shall be in writing and shall be personally
served upon or mailed to the parties at the following addresses:
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To Seller at: Suite 930, East Wing, Xxxxx X
Xxx Xxxxx Xxxxxx Xxxxxxxx
Xxxxxxxxxxx, Xxxxxxx, Xxxx Xxxx
To Buyer at: 0000 Xxxxxxxxx Xxxxx,
Xxxxx 000
Xxxx, Xxxxxx 00000
(f) Attorneys' Fees and Costs. If any legal action or any arbitration or
other proceeding is brought for the enforcement of this Agreement or because of
an alleged dispute, breach, default or misrepresentation in connection with any
of the provisions of this Agreement, the successful or prevailing party shall be
entitled to recover reasonable attorneys' fees and other costs incurred in that
action or proceeding, in addition to any other relief to which he may be
entitled.
(g) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to constitute but one and the same
instrument.
(h) Captions. Article and paragraph captions contained in this Agreement
are inserted only as a matter of convenience and reference. Said captions shall
not be construed to define, limit, restrict, extend or describe this Agreement
or the intent of any provision hereof.
(i) Gender and Number. Whenever used in this Agreement and as required by
the context of the transaction, the single number shall include the plural, the
plural number shall include the singular, and masculine gender shall include the
feminine and neuter.
(j) Form of Association. As required by the context, the term "person"
shall include individuals, partnerships, limited partnerships, corporations,
estates and trusts.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.
ASIAN STAR DEVELOPMENT, INC. HONPAR (HUANGZHOU) PROPERTIES
/s/ Xxxx X. Xxxxxxx, LIMITED
Assistant Secretary /s/ Xxxxxxx Xxxx
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EXHIBIT A
HONPAR (HUANGZHOU)PROPERTIES LIMITED
ASSETS
Value Value
in RMB in USD
----------- ----------
Land 57,500 sm @ RMB
2,000/sm (Estimated at today's 115,000,000 13,355,000
market value)
Design of city master plan, 2,800,000 325,000
architectural, engineering,
surveyors, supervision and
other operational expenses
Construction, land fill and
site office 4,170,000 484,000
----------- -----------
TOTAL ASSETS 121,970,000 14,164,000
