XXXX OF SALE
THIS XXXX OF SALE is made as of the 12 day of November, 0000
XXXXXXX:
XXXXXXXXX XXXXXX ULC, a corporation organized and existing
under the laws of Nova Scotia and extraprovincially
registered in British Columbia
(the "Vendor")
AND:
WESTBEACH SPORTS INC., a company organized and existing
under the laws of British Columbia
(the "Purchaser")
WHEREAS:
A. Pursuant to an agreement dated November 12, 1999 (the "Asset Purchase
Agreement") between the Vendor and the Purchaser, the Vendor agreed to
absolutely sell, assign, transfer and set over to the Purchaser and the
Purchaser agreed to accept such sale, assignment and transfer from the Vendor,
as a going concern, the undertaking and all of the right, title and interest of
the Vendor in and to the property and assets located at the Premises owned by
the Vendor or to which the Vendor is entitled and belonging to and used in the
Purchased Business of every kind and description except as may be provided for
in the Asset Purchase Agreement.
B. Unless otherwise defined herein, each capitalized term shall have the
meaning ascribed thereto in the Asset Purchase Agreement.
IN CONSIDERATION OF good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Vendor hereby bargains, sells,
assigns and transfers over unto the Purchaser all of the Vendor's right, title
and interest in and to the following:
(a) all equipment, computer equipment, computer software, furniture,
furnishings, kiosks, accessories and supplies of all kinds owned by
the Vendor and used in connection with the Purchased Business,
including but not limited to the items listed in Schedule 3.1(l) of
the Asset Purchase Agreement, which schedule is attached hereto;
(b) all Inventories;
(c) all Leases;
(d) all leasehold improvements, fixtures, counters, racks and displays in
the Premises;
(e) all Trademarks;
(f) the goodwill of the Purchased Business; and
(g) all other property and assets of the Purchased Business, moveable and
immovable, real and personal, tangible or intangible, of every kind
and description and wheresoever situate including, without limitation,
the full benefit of all representations, warranties, guarantees,
indemnities, undertakings, certificates, covenants, agreements and all
security therefor received by the Vendor on the purchase or other
acquisition of any part of the Purchased Assets;
to and for the Purchaser's sole and only use forever.
This Xxxx of Sale is delivered pursuant to the Asset Purchase
Agreement and is delivered and accepted on the basis that this Xxxx of Sale
merely implements the transactions contemplated by the Asset Purchase Agreement
and does not in any way create or impose any new rights or obligations on, and
does not in any way lessen or abrogate any existing rights or obligations of or
in favour of any party, all of which rights or obligations shall survive the
execution and delivery of this Xxxx of Sale.
This Xxxx of Sale shall enure to the benefit of and be binding upon
the parties hereto and their respective successors and assigns.
This Xxxx of Sale shall be governed by and construed in accordance
with the laws of the Province of British Columbia and the laws of Canada
applicable therein.
This Xxxx of Sale may be signed in as many counterparts as may be
necessary, each of which so signed shall be deemed to be an original, and such
counterparts together shall constitute one and the same instrument and
notwithstanding the date of execution shall be deemed to bear the date set forth
above.
IN WITNESS WHERE OF the parties have executed this Agreement as of the
day and year first above written.
WESTBEACH CANADA ULC
Per: /s/Xxxxx Xxxxxx
------------------------
Authorized Signatory
WESTBEACH SPORTS INC.
Per: /s/Xxxx Xxxxxx
------------------------
Authorized Signatory
