ASSET SALE AGREEMENT
THIS ASSET SALE AGREEMENT (the "AGREEMENT") is made as of this 29h day
of January 2003, by and among, American Leisure Holdings, Inc., a Nevada
corporation (the "PURCHASER") and Xxxxxxx Xxxx ("XXXX").
RECITALS
WHEREAS, the Purchaser desires to purchase from GANZ and GANZ desires
to sell and transfer on an "AS IS, WHERE IS" basis the rights, title, and
interest GANZ maintains with respect to the Assets; and
WHEREAS, GANZ has previously purchased a Secured Promissory Note, which
is currently past due, of Intercallnet, Inc. (the "NOTE") in the original
principal amount of $250,000.00 under which a principal balance of $239,488.00
is outstanding; and
WHEREAS, GANZ shall assign the Note upon the closing of the sale of
Assets herein; and
WHEREAS, the Purchaser desires to purchase from GANZ and GANZ desires
to sell and transfer to the Purchaser on an "AS IS, WHERE IS" basis all of
GANZ's right, title and interest in the Assets and Note, upon the terms and
conditions contained herein.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing recitals and the
mutual promises, representations, warranties, covenants and agreements
hereinafter set forth, and intending to be legally bound, the parties hereto
hereby agree as follows:
1. Recitals. The foregoing recitals are true and correct and are adopted
herein.
2. Purchase and Sale. On the Closing Date, as defined below, upon the terms
and subject to the conditions set forth in this Agreement, GANZ shall sell,
assign, grant, convey, deliver and transfer to Purchaser, and Purchaser shall
purchase, acquire and receive from GANZ, all of his respective right, title and
interest in the Assets and Note, as is, where is, and, in the case of the
Assets, subject to any liens and encumbrances thereon. GANZ shall evidence such
transaction by executing and delivering to Purchaser a Xxxx of Sale in the form
of Exhibit A and an Assignment of Note in the form of Exhibit B (such Xxxx of
Sale and Assignment of Note as herein collectively referred to as the
"CONVEYANCE DOCUMENTS").
3. Purchase Consideration. The parties hereto agree that the purchase
consideration for the Assets is the issuance of 2,385 shares of its 4% Series C
Convertible Redeemable Preferred Stock (the "SERIES C PREFERRED Stock"), the
terms of which are set forth in the Certificate of Designation attached as
Exhibit C hereto and 10,000 shares of Common Stock. The Purchaser shall issue to
GANZ at the Closing certificates representing an aggregate of 2,385 shares of
its duly authorized and issued, fully paid and non-assessable Series C Preferred
Stock and 10,000 shares of its duly authorized and issued, fully paid and
non-assessable Common Stock.
4. Closing. The closing of the purchase and sale of the Purchased Assets shall
be held at a mutually agreeable time on November 19, 2002. If the closing has
not occurred within ninety (90) days following the date hereof through no fault
of the Purchaser, this Agreement and Securities Purchase Agreement shall
terminate and be of no further force or effect. The Closing
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shall take place at the offices of Xxxxxx & Associates, P.A., counsel for
Purchaser, at 0000 X.X. 0xx Xxxxxx, 0xx Xxxxx, Xxxxx, Xxxxxxx 00000, at 10:00
a.m. on the date established for Closing.
5. Warranty of GANZ. GANZ warrants: (i) that its Note is free and clear of any
liens and encumbrances; and (ii) that GANZ has full and complete authority to
assign the subject Note and enter into the transactions contemplated hereby.
6. Deliveries of GANZ at Closing. At the Closing, GANZ shall deliver to
Purchaser the Xxxx of Sale and Assignment of Note, duly and validly executed.
7. Deliveries of Purchaser at Closing. At the Closing, unless otherwise
indicated, Purchaser shall deliver to GANZ the following: (i) certificates for
the 2,385 shares of Series C Preferred Stock and for 10,000 shares of its Common
Stock registered in the name of GANZ, to be provided within 10 days following
the date of Closing; (ii) an executed. Registration Rights Agreement in the form
of Exhibit D hereto; (iii) an executed Securities Purchase Agreement, dated the
date of the Closing, in the form of Exhibit E hereto; (iv) an Assignment and
Assumption Agreement within 45 days following the date of closing, whereby
Purchaser will assume and agree to pay amounts due or becoming due under leases
of the Assets from Hewlett Packard or its affiliates (which amounts shall be
deducted from the Series C Preferred Shares to be issued to Stanford Venture
Capital Holdings, Inc.) and under operating leases from Sunrise; (v) a maximum
of two thousand ($2,000.00) dollars in the aggregate, which shall be tendered to
the counsel of Stanford Venture Capital Holdings, Inc., towards the payment of a
legal opinion of Nevada counsel to the Purchaser, addressed to GANZ, Stanford
Venture Capital Holdings, Inc., and Xxx Xxxxxxx, to be obtained within 45 days
following the date of Closing; and (v) such other documents as may be reasonably
requested by GANZ in order to evidence the consummation of the transactions
contemplated herein.
8. Expenses. Each of the parties hereto will pay its respective expenses,
income and other taxes, and costs (including without limitation, the fees,
disbursements and expenses of attorneys, accountants and consultants) incurred
by it in negotiating, preparing, closing and carrying out this Agreement and the
transactions contemplated by this Agreement.
9. Notices. Any notices, requests, demands and other communications required
or permitted to be given hereunder must be in writing and, except as otherwise
specified in writing, will be deemed to have been duly given when personally
delivered or facsimile transmitted, or three days after deposit in the United
States mail, by certified mail, postage prepaid, return receipt requested, as
follows:
IF TO XXXXXXX XXXX:
Attn : Xxxxxxx X. Xxxx
0000 XX 000xx Xxxxxx, Xxxxx 0000
Xxxxxxxx, Xxxxxxx 00000
IF TO THE PURCHASER:
American Leisure Holdings, Inc.
Park 00 Xxxxx Xxxx
Xxxxxxxxxxx, Xxx Xxxxxx 00000
Attn: Xxxxxxx X. Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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WITH A COPY TO:
Xxxxx Xxxxxx & Xxxxx, LLP
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
or to such other addresses or facsimile numbers as either party hereto may from
time to time give notice of (complying as to delivery with the terms of this
Section) to the other.
10. Entire Agreement. This Agreement along with all exhibits and schedules
attached hereto constitutes the entire agreement between the parties hereto and
supersedes all prior agreements, understandings, negotiations and discussions,
both written and oral, between the parties hereto with respect to the subject
matter hereof.
11. Benefits; Binding Effect; Assignment. This Agreement is for the benefit of
and binding upon the parties hereto, their respective successors and, where
applicable, assigns. Neither party may assign this Agreement or any of its
rights, interests or obligations hereunder without the prior approval of the
other party.
12. Waiver. No waiver of any of the provisions of this Agreement will be deemed
to constitute or will constitute a waiver of any other provision hereof (whether
or not similar), nor shall any such waiver constitute a continuing waiver unless
otherwise expressly so provided.
13. No Third Party Beneficiary. Nothing expressed or implied in this Agreement
is intended, or will be construed, to confer upon or give any person or entity
other than the parties hereto and their respective successors and assigns any
rights or remedies under or by reason of this Agreement.
14. Section Headings. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of any provisions of this Agreement.
15. Counterparts. This Agreement may be executed in any number of counterparts
and by the parties hereto in separate counterparts, each of which will be deemed
to be one and the same instrument.
16. Litigation. If any legal action 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 or parties shall be entitled to recover
reasonable attorney fees, paralegal fees and other costs incurred in that action
or proceeding, in addition to any other relief to which it or they may be
entitled. Any such legal action shall be brought in courts of competent
jurisdiction in Miami-Dade County, Florida.
17. Remedies Cumulative. No remedy made available by any of the provisions of
this Agreement is intended to be exclusive of any other remedy, and each and
every remedy is cumulative and is in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity.
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18. Governing Law. This Agreement will be governed by and construed and
enforced in accordance with the internal laws of the State of Florida.
19. Construction. The parties have participated jointly in the negotiation and
drafting of this Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly
by the parties and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any of the provisions of
this Agreement. Any reference to any federal, state, local or foreign statute or
law shall be deemed also to refer to all rules and regulations promulgated
thereunder, unless the context requires otherwise.
20. Further Assurances. The parties shall execute and deliver any other
instruments or documents and take any further actions after the execution of
this Agreement, which may be reasonably required for the implementation of this
Agreement and the transactions contemplated hereby.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
XXXXXXX XXXX
By: S/ XXXXXXX XXXX
AMERICAN LEISURE HOLDINGS, INC.
By S/ X X XXXXXX
President
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