EXHIBIT 5.2
ASSET PURCHASE AND SALE AGREEMENT
This agreement is made effective as of the date set forth below, by and
between the parties hereto with respect to the following facts:
A. Seller wishes to sell and Buyer wishes to certain assets of Greenview Energy,
Inc., a Delaware corporation, referred to as Seller herein.
B. Seller is a wholly-owned subsidiary of Powersource Corp., a California
corporation ("Powersource"), and the parties understand and agree that
Powersource will obtain certain benefits arising out of this agreement and that
Powersource is an intended beneficiary of this agreement.
C. Prior to the execution of this agreement, Powersource entered into an
agreement with Buyer under the terms of which Powersource became indebted to
Buyer for certain sums, and it is the intention of this agreement to terminate
the prior agreement between Powersource and Buyer and to eliminate any present
or future liability of Powersource to Buyer pursuant to that agreement.
NOW, THEREFORE, the parties agree as follows:
1. PARTIES
The parties to this agreement are:
a. Seller
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Greenview Energy, Inc., a Delaware corporation.
b. Buyer
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Voice and Wireless, a Minnesota corporation, referred to herein as
Buyer.
2. TERMS OF PURCHASE AND SALE
a. Seller hereby offers to sell and Buyer hereby offers to purchase
certain tangible personal property and certain intangible property owned by
Seller on the terms and conditions herein specified.
b. Buyer hereby offers and Seller hereby accepts Buyer's offer to
purchase the property described herein in exchange for Buyer's release of all
claims against Powersource, as more fully described herein.
c. Seller shall retain rights under its agreement with EconoWatt
Corporation, to establish distributorships in the states of Washington, Oregon
and Idaho, subject to an irrevocable option in favor of Buyer to acquire such
rights for the total sum of $100.
3. WARRANTIES AND REPRESENTATIONS BY SELLER
Seller hereby represents and warrants that:
a. It is the owner of all of the tangible personal property listed on
Schedule A attached hereto and incorporated by reference.
b. It is the owner of the following intangible property:
(1) Seller's rights under that certain agreement between
Seller and EconoWatt Corporation;
Asset Purchase and Sale Agreement Page 1 of 9
(2) Seller's customer list, which is attached as Schedule B
and incorporated by this reference;
(3) Seller's network of distributorships and all rights
accruing to Seller under the agreements between Seller and its
distributors. A list of all of Seller's distributors is attached as
Schedule C and incorporated by this reference; and
(4) Seller's rights in the trade name "STABILUX" and all
rights to own and operate the top-level internet domains named
"Xxxxxxxx.xxx" and "Greenview Xxxxxx.xxx"
c. The transfer pursuant to the terms of this agreement of Seller's
rights under Seller's agreement with EconoWatt does not constitute an event of
default of that agreement.
d. There are no liens, security interests or other claims encumbering
the tangible or intangible property which is the subject of this agreement.
e. Seller is not in default under the terms of the license agreement
between Seller and EconoWatt Corporation, pursuant to which Seller has certain
rights to distribute certain electrical equipment described therein.
f. Seller's board of directors has authorized Seller to enter into this
agreement.
4. WARRANTIES AND REPRESENTATIONS BY BUYER
a. Buyer is a duly organized and existing corporation under Minnesota
law.
b. Buyer's board of directors have authorized Buyer to enter into this
transaction.
5. CONDITIONS PRECEDENT TO BE SATISFIED BY SELLER
a. Seller shall make available for inspection upon reasonable notice by
Buyer all tangible property set forth on Schedule A.
b. Seller shall execute and deliver at the Closing a xxxx of sale for
all tangible personal property in the form provided in Schedule D. Buyer and
Seller agree that the fair market value of the equipment specified in Schedule D
is $44,810.
c. Seller shall execute and deliver at the Closing any and all
documents convenient or necessary to transfer to Buyer all of Seller's rights
under its agreement with EconoWatt.
6. CONDITIONS PRECEDENT TO BE SATISFIED BY BUYER
a. Buyer shall execute and deliver at the Closing a release of claims
against Powersource in the form provided in Schedule E, Buyer and Seller agree
that as of 03-06-2002 total accrued value of the claims is $261,000.
7. CLOSING PROCEDURES
a. The Closing Date of this agreement shall be March 6, 2002.
b. The Closing of this agreement shall be held at the office of
Sellers' counsel.
c. Buyer shall deliver at the closing the release of claims against
Powersource in the form provided in Schedule E.
d. Seller shall deliver a duly executed xxxx of sale in the form
provided in Schedule D.
e. Seller shall deliver its customer list.
f. Seller shall deliver duly executed assignments of Seller's rights
under its agreements with its distributors.
Asset Purchase and Sale Agreement Page 2 of 9
g. Upon review of the documents submitted at the Closing to determine
if such documents satisfy the requirements of this agreement, Sellers' counsel
shall deliver to Buyer's counsel all documents required to be delivered by
Sellers at the Closing.
h. Upon review of the documents submitted at the Closing to determine
if such documents satisfy the requirements of this agreement, Sellers' counsel
shall deliver to Sellers all documents required to be delivered by Buyer at the
Closing.
8. EVENTS OF DEFAULT AND REMEDIES
a. DEFAULT BY SELLER
Seller shall be deemed in default under the terms of this agreement
upon the occurrence of any of the following conditions or events:
(1) Sellers' failure to deliver at the Closing a duly executed xxxx of
sale.
(2) Sellers' failure to deliver at the Closing duly executed documents
assigning to Seller its rights under the agreements with its distributors.
b. BUYER'S REMEDIES UPON DEFAULT BY SELLERS
Upon Sellers' default as defined in this agreement, Buyer may terminate
this agreement and will be under no further obligation to render any performance
pursuant to the terms of this agreement.
c. DEFAULT BY BUYER
Buyer shall be deemed in default under the terms of this agreement upon
the occurrence of any of the following conditions or events:
(1) Buyer's failure to deliver at the Closing the duly executed release
of claims against Powersource.
d. SELLER'S REMEDIES UPON DEFAULT BY BUYER
1) Upon Buyer's default under sub-section 8.c.(1), Seller may terminate
this agreement and will be under no further obligation to render any performance
pursuant to the terms of this agreement.
9. ENTIRE AGREEMENT
This document embodies the entire agreement between the parties, and
there are no prior or contemporaneous oral agreements between the parties which
have any force or effect after the execution of this agreement. All prior
communications, negotiations, and representations, whether oral or written, are
merged into this agreement. This agreement may be modified only by a written
document signed by all parties to this agreement.
10. CONTROLLING LAW
This agreement shall be construed in accordance with the laws of the
State of California without regard to choice of law principles.
11. SEVERABILITY
Should any provision of this agreement be declared unenforceable, the
remaining provisions of this agreement shall remain in full force and effect.
Asset Purchase and Sale Agreement Page 3 of 9
12. ATTORNEY'S FEES
Should any action be brought to enforce the terms of or interpret this
agreement, the prevailing party in such action shall be entitled to recover its
attorney's fees and costs incurred in connection with such action.
Voice & Wireless Corporation, a Minnesota Greenview Energy, Inc., a Delaware
corporation corporation
/s/ Xxxx Xxxxxxxx /s/ E. Xxxxxxx Xxxxxxxx
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By: Xxxx Xxxxxxxx, President By: E. Xxxxxxx Xxxxxxxx
/s/ Xxxxx Xxxx
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Xxxxx Xxxx
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
Schedule A
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GreenView Energy Furniture & Equipment
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DESCRIPTION PURCHASE PURCHASE MARKET
IREM Stabilux Demo (10) Sep-01 14500 14500
IREM Stabilux EMR-10kva 120 (no-ETL) (2) Jun-01 2500 1250
IREM Stabilux PMR 25kva 277 (no-ETL) (2) Jun-01 9200 4400
IREM Stabilux PMR 25kva 120 (ETL) (1) Sep-01 5710 5710
IREM Stabilux PMR 15kva 120 (ETL) (1) Sep-01 4850 4850
Power light w/stand Jul-01 50 45
Light display Jul-01 500 300
Digital Light Meter Jul-01 120 100
Display w/case Jun-01 2600 2300
Desk Xxx Jun-01 325 275
Desk Xxxx Jun-01 225 200
Burgandy Chairs (2) Jun-01 90 80
Black Chairs (3) May-98 45 20
Black Desk Chair (1) May-99 50 40
Computer Xxx Jan-01 850 350
Computer Xxxx Mar-00 1200 300
Computer Laptop Jul-01 1758 1200
Printer (Brother Laser) Oct-98 400 100
Scanner (mustek 600 III EP plus) Feb-99 150 40
Network Hub Jul-01 120 80
Reception Chairs (green) (4) Oct-98 400 200
Reception glass tables (2) coffee & end Oct-98 300 150
Storage Cabinet Jul-01 180 150
File Cabinets (2) Jul-01 165 150
Podium Stand Jul-01 35 30
Pictures Stabilux (framed) (11) Jul-01 400 200
Media Filing Unit (w/36 shelves) Aug-01 50 45
Folding Table Oct-98 25 20
Computer Printer Table Aug-01 225 150
Dry Erase Board Feb-99 40 30
Cork Board Jul-01 25 20
Ladder Jun-00 35 25
Coffee Maker Jul-01 25 15
Heavy Duty Stapler Feb-00 15 10
Marketing Materials (40% remaining) Jul-01 18500 7400
Total $44,735
Schedule B
CUSTOMER LIST
Xxxxxxx Xxxxx Property Mgmt
Beachhouse Restaurant Group
BrookHollow
California State University system
University of California system
County of Los Angeles
County of Riverside
County of San Diego
City of San Diego
State of California
State of Oregon
CBS
G&K Property Mgmt
Xxxx Xxxxxx Apts
UniLevy Capital Corp
Xxxxx Technologies
Inland Cold Storage
Mesa Partners
Midwest Warehouse
Performance Honda
Steadfast Properties
Home Depot
Cosco
The Target Group
The Tenent Group
Times Square Center
Xxxxxxx Burgers
Toyota of Orange
USA Petroleum
Ft. Xxx US Army Base
USC
Xxxxx Park
Sprint
Xxxxxxx Xxxxxxxxx
Xxxxx
Next Step
Schedule C
DEALER LIST
Xxxxxx Xxxxxxxx, MI
Xxxxx Xxxxxxxxx, CA
Xxxxxxx Xxxxxx, CA
Xxxxx Xxx, CA
Ed Tiatecki, DC
Xxxx Xxxxxx, NJ
Xxx Xxxxxxxxx, WI
Xxxxxx Xxxxx, VA
Xxxxxx Xxxxxxxx, NY
Xxxx Xxxxxxx, CA
Xxxx Xxxxx, MI
On Site, CA
Xxx Xxxx, American Lighting Specialist, CA
Xxx Xxxxxx, Cenercon, TX
CISO, CA
Xxxxx Xxxxx, Dynamic Dev Inc., WV
Xxxx Xxxxxxxxx, Factory Automation Sys, Canada
Xxxxx Xxxxx, Global Energy Visions, CA
Xxxx Xxxxxx, Innovative Energy Solutions, IL
Xxxx Xxxxxxx, L&P Consulting, PA
Xxxxxx Xxxxx, M&M Sales, OH
Xxxxxx Xxxxxxxxx, PowerQuality Solutions, CA
Xxx Xxxxx, Radian, VA
Xxxxxxx Xxxx, RY & Co PowerGroup, CA
Xxxxx Xxxxxx, Sebago Energy Conservation, CT
Xx Xxxxxxx, The Target Group, NY
Xxxxx Xxxxxx, Verve Energy Solutions, TX
Schedule D
XXXX OF SALE
For good and valuable consideration, receipt of which is hereby
acknowledged, Greenview Energy, Inc., a Delaware corporation, hereby sells,
transfers, and sets over to Voice and Wireless Corp., a Minnesota corporation,
all of its right, title and interest in and to the following items of personal
property:
IREM Stabilux Demo (10)
IREM Stabilux EMR-10kva 120 (no-ETL) (2)
IREM Stabilux PMR 25kva 277 (no-ETL) (2)
IREM Stabilux PMR 25kva 120 (ETL) (1)
IREM Stabilux PMR 15kva 120 (ETL) (1)
Power light w/stand
Light display
Digital Light Meter
Display w/case
Desk Xxx
Desk Xxxx
Burgandy Chairs (2)
Black Chairs (3)
Black Desk Chair (1)
Computer Xxx
Computer Xxxx
Computer Laptop
Printer (Brother Laser)
Scannar (mustek 600 III EP plus)
Network Hub
Reception Chairs (green) (4)
Reception glass tables (2) coffee & end
Storage Cabinet
File Cabinets (2)
Podium Stand
Pictures Stabilux (framed) (11)
Media Filing Unit (w/36 shelves)
Folding Table
Computer Printer Table
Dry Erase Board
Cork Board
Ladder
Coffee Maker
Heavy Duty Stapler
Marketing Materials (40% remaining)
Greenview Energy, Inc.
/s/ E. Xxxxxxx Xxxxxxxx
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By: E. Xxxxxxx Xxxxxxxx
/s/ Xxxxx Xxxx
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Xxxxx Xxxx
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
Schedule E
RELEASE OF CLAIMS
For good and valuable consideration, receipt of which is hereby
acknowledged, the undersigned, and each of them, do hereby forever release,
discharge, and acquit Powersource Corp., a California corporation, from and
against any and all claims, demands, obligations, costs, expenses, actions, or
causes of action which they, or either of them, may have, hold, possess or
otherwise maintain against Powersource Corp. whatsoever, whether in law or in
equity, and of every kind, nature and description, which the undersigned has
ever had, or may hereafter have for or by reason of any cause, matter or
transaction whatsoever, whether known or unknown, latent or patent, liquidated
or unliquidated, contingent or non-contingent, suspected or claimed, or which
could have been claimed or asserted, now or in the future, which arose or
existed on or before the effective date of this agreement.
The undersigned, and each of them, expressly waive the benefit of the
provisions of Section 1542 of the California Civil Code, or any other statute of
similar import or effect. Section 1542 provides as follows:
"A general release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing the
release, which if known by him must have materially affected his
settlement with the debtor."
In making this voluntary and express waiver of Section 1542, the
undersigned acknowledge that they may discover at some time in the future facts
or claims in addition to those presently known or believed to exist with respect
to the subject matter of this agreement, and that it is their intention
nevertheless to hereby fully and forever release Powersource Corp. from any and
all such matters, claims and disputes, and the release given hereby is, shall be
and shall remain as a full, complete and unconditional general release
notwithstanding the discovery or existence of any such additional or different
claims or facts.
Voice and Wireless Corp.
/s/ Xxxx Xxxxxxxx
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By: Xxxx Xxxxxxxx
/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx, individually
