Exhibit 99 - Asset Sale Agreement
ASSET SALE AGREEMENT
THIS ASSET SALE AGREEMENT ("Agreement") has been made and entered into as of
this 30th day of January, 2003, between Xxxxxx X. Xxxxxxxxx, III, ("Xx.
Xxxxxxxxx"), and EZ Travel, Inc., a Nevada corporation (the "EZ Travel").
RECITALS
A. The parties hereto desire to enter into this Agreement whereby EZ Travel
will sale to Xx. Xxxxxxxxx the following assets:
o Notebook Sony Viao Computer and its accessories and software
o HP Office Desk Jet Printer
o Motorola cell phone and its 2year contract
o Two filing cabinets with files
o The Internet address www. XXXxxxxxxx.xxx
o The EZ Travel Nevada trademark and logo.
o Seller of Travel Registration permit from the State of Nevada
o EZ Travel clientele for its travel agency business
o All print material developed in connection with EZ Travel by Xxxxxx
X. Xxxxxxxxx, III, including posters, flyers, newspaper copy
advertisements, letterhead, including the right to use templates for such
material for future product development.
(hereinafter collectively referred to as the " Assets").
NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained herein, the parties hereto agree as follows:
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ARTICLE I.
THE ASSET SALE
1.1. Sale of Assets. EZ Travel hereby sells to Xx. Xxxxxxxxx the Assets to
Xx. Xxxxxxxxx in the total amount of $25,000.00. Xx. Xxxxxxxxx shall receive
the Assets in exchange for the retirement of all of EZ Travel's debt and for
Xx. Xxxxxxxxx'x agreement to indemnify EZ Travel against undisclosed
liabilities, and include the sale of his original founder's in the Company.
The $25,000.00 payment amount has heretofore been paid to Xx. Xxxxxxxxx for the
transfer of the Assets and Xx. Xxxxxxxxx has relinquished all of his original
founder's shares.
1.2 No Warranty. The Assets are sold on an "AS IS" basis and without warranty
including no warranty of merchantability or fitness for a particular purpose.
1.3 Sole Proprietorship. The sale of the Assets will be accomplished by
placing the Assets together with all liabilities of EZ Travel as of the date of
this Agreement into a sole proprietorship owned by Xx. Xxxxxxxxx.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES
2.1. Representations and Warranties of Xx. Xxxxxxxxx. Xx. Xxxxxxxxx hereby
represents and warrants that all liabilities of EZ Travel as of the date of
this Agreement will be placed into his sole proprietorship prior to its
transfer to Xx. Xxxxxxxxx or otherwise be paid by Xx. Xxxxxxxxx and that Xx.
Xxxxxxxxx will hold EZ Travel harmless from the payment of all such liabilities
(hereinafter collectively referred to as the "EZ Travel Liabilities"). The EZ
Travel Liabilities shall not be deemed to include liabilities arising from
transactions involving World Information Technology or items related to those
transactions or affiliations with World Information Technology.
2.2 Release Forms. Attached hereto as Schedule 1 are release forms
designating Xx. Xxxxxxxxx, the sole known entity to be creditor of EZ Travel at
the present time. Xx. Xxxxxxxxx has provided his signed releases as creditors
and provided the Schedule at the closing of the transactions contemplated by
this Agreement.
ARTICLE III.
ARTICLE INDEMNIFICATION
3.1. Indemnification. From and for a period of 36 months after the closing of
the transactions contemplated by this Agreement, Xx. Xxxxxxxxx agrees to
indemnify, defend and save EZ Travel and each of its officers, directors,
employees, agents, affiliates and subsidiaries (each an "Indemnified Party")
harmless from and against, and to promptly pay to an Indemnified party or
reimburse an Indemnified Party for, any and all liabilities, losses, costs,
expenses, interest and fines (including reasonable fees and expenses of
attorneys, accountants and other experts incurred by any Indemnified Party in
any action or proceeding between such Indemnified party and Xx. Xxxxxxxxx or
between any Indemnified Party and any third party or otherwise) sustained or
incurred by any Indemnified party relating to, resulting from, arising out of
or otherwise by virtue
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of the EZ Travel Liabilities, or any breach of a
representation or warranty made herein by Xx. Xxxxxxxxx, or a breach or failure
to observe or perform any of the agreements contained in this Agreement.
ARTICLE IV.
MISCELLANEOUS
4.1. Assignability and Parties in Interest. This Agreement shall not be
assignable by any of the parties hereto without the consent of all other
parties hereto. This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective successors. Nothing in this
Agreement is intended to confer, expressly or by implication, upon any other
person any rights or remedies under or by reason of this Agreement.
4.2. Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Nevada. Each of the
parties hereto consents to the personal jurisdiction of the federal and state
courts in the State of Nevada in connection with any action arising under or
brought with respect to this Agreement.
4.3. Counterparts. This Agreement may be executed as of the same effective
date in one or more counterparts, each of which shall be deemed an original.
4.4. Headings. The headings and subheadings contained in this Agreement are
included solely for ease of reference, and are not intended to give a full
description of the contents of any particular Section and shall not be given
any weight whatever in interpreting any provision of this Agreement.
4.5. Complete Agreement. This Agreement and the documents referred to herein
contain the entire agreement between the parties and, except as provided
herein, supersede all previous negotiations, commitments and writings.
4.6. Modifications, Amendments and Waivers. This Agreement shall not be
modified or amended except by a writing signed by each of the parties hereto.
4.7. Severability. If any term or other provision of this Agreement is
invalid, illegal, or incapable of being enforced by any rule of law or public
policy, all other terms and provisions of this Agreement will nevertheless
remain in full force and effect. Upon any such determination that any term or
other provision is invalid, illegal, or incapable of being enforced, the
parties hereto will negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
EZ TRAVEL, INC.
By:
/s/ Xxxxxx X. Xxxxxxxxx, III
----------------------------
XXXXXX X. XXXXXXXXX, III
President
By:
/s/ Xxxxxx X. Xxxxxxxxx, III
----------------------------
XXXXXX X. XXXXXXXXX, III
Sole Proprietorship
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SCHEDULE 1
The undersigned hereby represents that EZ Travel has paid all liabilities
and/or monies owed to the undersigned (the "Liabilities") as of the date set
forth below or that other arrangements have been made with respect to the
payment of such Liabilities so that the undersigned has no more claim against
EZ Travel as of the date of this Schedule.
DATED:
By:
/s/ Xxxxxx X. Xxxxxxxxx, III
------------------------
Xxxxxx X. Xxxxxxxxx, III
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EZ TRAVEL, INC.
0000 XXXXXXXX XX XXX
XXXXX XXX XXXXX, XXXXXX 00000
January 30, 2003
Xxxxxx X. Xxxxxxxxx, III
000 X. Xxxxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Re: Asset Sale Agreement
Dear Xx. Xxxxxxxxx:
The purpose of this letter is to clarify certain provisions of the Asset Sale
Agreement of even date herewith between EZ Travel and you (the "Agreement").
As you know, EZ Travel intends to obtain shareholder approval of the sale of
the Assets as defined in the Agreement at an annual meeting of shareholders to
be held on or about March 25, 2003. The closing of the Agreement will take
place on such date or soon thereafter. You confirm that you will be
responsible for any and all liabilities of EZ Travel, whether direct or
indirect, absolute, accrued, contingent or otherwise, and whether due or to
become due, of any nature other than any liabilities that concern World
Information Technology. In addition, you confirm that you will be responsible
and will assume all liabilities and obligations of EZ Travel (whether in direct
and direct, absolute, accrued, contingent or otherwise, and whether due or to
become due, of any nature) relating in whole or in part to the period prior to
and including the closing, other than liabilities regarding World Information
Technology.
You acknowledge that the indemnification provisions of ARTICLE III of the
Agreement shall also extend to any breach or failure to observe or perform any
of your covenants, undertakings or agreements in this letter.
The Agreement shall continue in full force and effect without modification
except as provided in this letter agreement.
Please acknowledge your agreement with the foregoing by signing in the space
provided below and returning a signed copy to the undersigned.
Sincerely,
EZ TRAVEL, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx, III
----------------------------
Its: President and CEO
ACKNOWLEDGED AND AGREED THIS 30th DAY OF JANUARY, 2003.
/s/ Xxxxxx X. Xxxxxxxxx, III
------------------------
XXXXXX X. XXXXXXXXX, III
