PURCHASE AGREEMENT
THIS AGREEMENT is made as of the 1st day of October 1999 by and
between the Stockholders of California Land & Home Sale, Inc., a
California corporation ("CLHS"), located at 0000 Xxxxxxx, Xxxxxx
Xxxxx, Xx. 00000 and Internet Business's International, Inc. a
Nevada corporation ("IBUI"), located at 0000 Xxxxx Xxxxxx, Xxxxx
000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000.
THE PARTIES AGREE AS FOLLOWS:
1. Agreement.
1.1 Subject to the terms and conditions of this Agreement, IBUI
agrees to pay at closing $7,500 cash plus up to 10,000 shares
for, CLHS and it's licenses. The payments will be as follows;
$7,500.00 cash on closing and the stock of IBUI restricted as per
Rule 144 within 45 days of closing.
1.2 Closing: The closing shall take place on or before October
10th, 1999 or at such other time and place as CLHS and IBUI
mutually agree upon in writing (which time and place are
designated as the "Closing"). At the Closing, CLHS, shall deliver
to IBUI, all documents necessary to transfer ownership and title.
2. Representations and Warranties of CLHS
Except as expressly set forth in any Schedule of Exceptions
furnished to the Parties with respect to the subparagraphs
hereof, CLHS hereby represents and warrants to the Parties the
following:
2.1 Organization, Will Be In Good standing: California Land &
Home Sales, Inc. is duly organized, validly existing and in good
standing under the laws of the State of California and has all
requisite corporate power and authority to carry on its business
as now conducted.
2.2 Subsidiaries: CLHS does not presently own or control,
directly or indirectly, other interests in other corporations.
2.3 Litigation: There is no action, suit proceeding or
investigation currently threatened against the CLHS which
questions the validity of this Agreement or the right of CLHS to
enter into it, or to consummate the transactions contemplated
hereby, or which might result, in the aggregate, in any material
adverse changes in the assets, conditions, affairs or prospects
of CLHS. CLHS is not a party or subject to the provisions of any
order, writ, injunction, judgment or decree of any court or
government agency or instrumentality.
2.4 Title to Property and Assets: CLHS does own property and
other assets, these assets are to remain the property of the
current Stockholder of the Corporation, Xxxxx X. Xxxxxx. IBUI
will cooperate in the transfer of these titles, IBUI also
understands that there are open escrows where CLHS is the buyer,
and it is understood by IBUI that these properties will be
transferred out of CLHS to Xxxxx X. Xxxxxx or his designee upon
completion of the escrows. The cost of this transference will be
borne by the IBUI.
2.5 Changes: Since 10/1/99 there has not been, any change in the
assets, liabilities, financial condition or operating results of
CLHS, except changes in the ordinary course of business which
have not been, in the aggregate, materially adverse. CLHS has
been inactive since 1996. IBUI will assume the tax liabilities
due the state of California which is a liability of CLHS.
2.6 Absence of Undisclosed Liabilities: CLHS has no material
liabilities or obligations, either accrued or unaccrued, fixed or
contingent, which have not been disclosed.
2.7 Tax Liabilities: CLHS will file all it's past due taxes as
part of a condition of closing.
3. Representations and Warranties of the Parties
Except as expressly set forth in any Schedule of Exceptions
furnished to the CLHS with respect to the subparagraphs hereof,
the Parties hereby, jointly and severally, represent and warrant
to CLHS the following:
3.1 Authorization: All action on the part of the Parties
necessary for the authorization, execution and delivery of this
Agreement, and the performance of all obligations of the Parties
hereunder has been taken or will be taken prior to the Closing,
and this Agreement constitutes a valid and legally binding
obligation of the Parties, enforceable in accordance with its
terms.
3.2 Litigation: There is no action, suit proceeding or
investigation currently threatened against IBUI which questions
the validity of this Agreement or the right of the parties to
enter it, or to consummate the transactions contemplated hereby.
3.3 Good Title: At Closing, IBUI will deliver to the Stock
Holder of CLHS an acknowledgment that CLHS is the registered
owner of the restricted shares of stock as per rule 144.
4. Conditions of the Obligations of CLHS at Closing:
The obligations of CLHS under this Agreement are subject to the
fulfillment on or before the Closing of each of the following
conditions:
4.1 Representations and Warranties of CLHS: The representations
and warranties of CLHS contained in Section 2 hereof shall be as
of the Closing with the same effect as though such
representations and warranties had been made on and as of the
date of such Closing.
4.2 Performance by CLHS: CLHS shall have conformed with all
agreements, obligations and conditions contained in this
Agreement to which it is subject on or before Closing.
5. Conditions of the Obligations of the Parties at Closing.
The obligations of the Parties under this Agreement are subject
to the fulfillment on or before the Closing of each of the
following conditions:
5.1 Representations and Warranties of the Parties: The
representations and warranties of the Parties contained in
Section 3 hereof shall be true on and as of the closing with the
same effect as though such representations and warranties had
been made on and as of the date of such Closing.
5.2 Performance by the Parties: The Parties shall have conformed
with all agreements, obligations and conditions contained in this
Agreement to which they are subject on or before Closing.
5.3 Miscellaneous: As a condition of closing IBUI will obtain a
different corporation for the current stockholder of CLHS.
6. Survival of Representations and Warranties and Indemnification.
6.1 Survival of Representations and Warranties: Not with standing
the Closing of this Agreement, the representations and warranties
of CLHS and the Parties contained in this agreement shall survive
the Closing until the date one (1) year after the date of the
Closing, provided, however, that as to any breach, or misstatement
in, any misrepresentation or warranty as to which the Parties have
given notice to CLHS or has given notice to the Parties on or prior
to the expiration of such (1) year period, the same shall continue
to survive beyond said period, but only as to the matters contained
in such notice.
6.2 Indemnification by CLHS: CLHS covenants and agrees to hold
IBUI harmless from any and all costs, expenses, losses, damages,
and liabilities incurred or suffered directly or indirectly by
IBUI (including reasonable legal fees and costs) proximately
resulting from or attributable to the material breach of, or a
material misstatement in, any one or more of the representations
or warranties of CLHS made in or pursuant to this Agreement. Not
with standing any other provision of this Agreement, the Parties
acknowledge and agree that no representation of CLHS hereunder or
omission from this Agreement or its schedules shall be deemed
materially misleading and no warranty hereunder by CLHS shall be
deemed breached if IBUI have obtained accurate information
regarding the matter prior to Closing.
6.3 Indemnification by IBUI: IBUI jointly and severally covenant
agree to hold CLHS harmless from any and all costs, expenses,
losses, damages, and liabilities incurred or suffers directly or
indirectly by CLHS (including reasonable legal fees and costs)
proximately resulting from or attributable to the material breach
of or a material misstatement in, any one or more of the
representations or warranties of IBUI made in pursuant to this
Agreement. Not with standing any other provision of this
Agreement, CLHS acknowledges and agrees that no representation of
IBUI hereunder or omission from this Agreement or its schedules
shall deemed materially misleading and no warranty hereunder by
IBUI shall be deemed breached if CLHS has obtained accurate
information regarding the matter prior to Closing.
6.4 Defense Against Asserted Claims: If any claim or assertion
of liability is made by a third party against a party indemnified
pursuant to this Section 6 (the "Indemnified Party") based on any
liability or absence of right which, if established, would
constitute a matter for which the Indemnified Party would be
entitled to indemnification by another party hereto (the
"Indemnifying Party") the Indemnified Party shall with reasonable
promptness give to the Indemnifying Party written notice of the
claim or assertion of liability and request the Indemnifying
Party to defend same. The Indemnifying Party shall have the right
to defend against such liability or assertion, in which event the
Indemnifying Party shall give written notice to the Indemnified
Party of the acceptance of defense of such claim and the identity
of counsel selected by the Indemnifying Party with respect of
such matters. The Indemnified Party shall be entitled to
participate with the Indemnifying Party in such defense and also
shall be entitled at its option to employ separate counsel for
such defense at the expense of the Indemnified Party. In the
event the Indemnifying Party does not accept the defense of the
matter as provided above or in the event that the Indemnifying
Party or its counsel fails to use reasonable care in maintaining
such defense, the Indemnified Party shall have the right to
employ counsel for such defense at the expense of the
Indemnifying Party. All Parties hereto will cooperate with each
other in the defense of any such action and the relevant records
of each shall be available to the other with respect to such
defense.
7. Miscellaneous.
7.1 Successors and Assigns: The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the
respective successors and assigns of CLHS and the Parties,
respectively. Nothing in this Agreement, express or implied, is
intended to confer upon any Party other than the Parties hereto
or their respective successors and assigns rights, remedies,
obligations or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.
7.2 Governing Laws: The laws of the state of Nevada shall govern
the rights and liabilities of the Parties to this Agreement and
the validity, construction, and interpretation thereof
7.3 Counterparts: This Agreement may be executed in two or more
countertops, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
7.4 Titles and Subtitles: The titles and subtitles used in this
Agreement are used for convenience only and are not to be
considered in construing this Agreement.
7.5 Notices: Any notice required or permitted under this
Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery to the Party to be
notified or upon deposit with the United States Post Office, by
registered or certified mail, postage prepaid and addressed to
the Party to be notified at the address indicated for such Party
in this Agreement, which is incorporated herein by references, or
at such other address as such party may designate by ten (10)
days advance written notice to the other parties.
7.6 Finders' Fee: Each party represents that it neither is nor
will be obligated for any finders' fee nor commission in
connection with this transaction, other than those already agreed
to.
7.7 Expenses: IBUI will pay the costs and expenses incurred with
respect to the negotiation, execution, delivery and performance
of this Agreement.
7.8 Joint and Several: Whenever any party undertakes any joint
and several covenant, agreement, representation, warranty, waiver
and/or other obligation under this Agreement, the breach by any
party to the joint and several undertaking shall be deemed to be
breached by all Parties to that undertaking and any Party
aggrieved by any such breach may proceed at its sole and absolute
discretion against any one or more or all of the Parties bound by
that joint and several undertaking.
7.9 Amendments and Waivers: Any term of this Agreement may be
amended and the observance of any terms of this Agreement may be
waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of
all Parties hereto.
7.10 Severability: If one or more provisions of this Agreement
are held to be unenforceable under applicable law, such provision
shall be excluded from this Agreement and the balance of this
Agreement shall be interpreted as if such provision were so
excluded and shall be enforceable in accordance with its terms.
IN WITNESS WHEREOF, the parties have executed this Agreement
effective the 1st day of October 1999.
Internet Business's International, Inc.
By: /s/ Xxxxxx Xxxx
By: Xxxxxx Xxxx, CEO
Stockholders of California Land & Home Sale, Inc.
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
By: /s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx
