SALE AND PURCHASE AGREEMENT
THIS SALE AND PURCHASE AGREEMENT ("Agreement") is made and entered into
this 27th day of February, 2002 by and between JVWeb, Inc., a Delaware
corporation ("Seller"), and Xxxx X. Xxxxx ("Purchaser").
WHEREAS, Seller desires to sell and transfer to Purchaser certain
assets (the "Assets"), subject to no liens, security interests, encumbrances,
claims, charges or restrictions on the transfer thereof, and Purchaser desires
to purchase and acquire the Assets, all upon and subject to the terms,
provisions and conditions set forth herein;
NOW, THEREFORE, in consideration of the forgiveness of indebtedness
provided for in ARTICLE 2 below and the premises and the mutual promises,
covenants, agreements, representations and warranties set forth hereinafter, and
subject to the terms, provisions and conditions hereof, the parties hereto agree
as follows:
ARTICLE 1
SALE AND PURCHASE OF ASSETS
As soon hereafter as possible, at one or more Closings (as defined
hereinafter), Seller shall assign, transfer and convey to Purchaser, full right,
title and interest in and to the Assets, free and clear of any security
interest, lien, mortgage, encumbrance, claim, or limitation or restriction on
the transfer thereof, and Purchaser shall purchase and acquire from Seller, all
of Seller's right, title and interest in and to the Assets, in all cases subject
to the terms, provisions and conditions hereof. For purposes of this Agreement,
the term "Assets" shall mean:
1. All of the outstanding capital stock owned by Seller in
each of the following corporations:
Dadandme, Inc.
Xxxxxxxxx.xxx, Inc.
Xxxxxxxxx.xx.xx, Inc.
Eonthestreet, Inc.
National Sweepstakes Show, Inc.
Beddis International, Ltd. a/k/a "XxxxxXxxxxx.xxx, Inc."; and
2. All of the following registered trademarks:
XXXxx.xxx
Xxxxxxxxx.xxx
Homeline Talk Radio
National Sweepstakes Show
Sweepstakes News
Crisis-Communications
Dadandme
ARTICLE 2
CONSIDERATION FOR THE ASSETS
In consideration for the transfer of the Assets to Purchaser, Purchaser
agrees to forgive $30,000 of the indebtedness owed by Seller to Purchaser.
ARTICLE 3
CLOSING
The transactions provided for in or contemplated by this Agreement
shall be consummated in one or more closings (referred to hereinafter as
"Closings") as soon as possible after the execution of this Agreement. A Closing
shall occur at each time at which Seller is in a position to convey to Purchaser
title to an Asset, and at that Closing, Seller shall convey to Purchaser title
to all Assets with respect to which Seller is in a position to convey (but has
not previously conveyed) title. The Closings may occur at such place and time
and in such manner as the parties hereto may agree to. Seller and Purchaser need
not be physically present at any Closing but each Closing may be effected by the
transmission among the parties, by means of faxes and ordinary or express mails,
of all documents and instrument necessary to close the transactions provided for
in or contemplated by this Agreement.
ARTICLE 4
FURTHER ASSURANCES
Following the date hereof, Seller shall execute and deliver such other
documents, and take such other actions, as may be reasonably requested by
Purchaser to complete the transactions contemplated by this Agreement, and to
perfect in Purchaser title to the Assets as contemplated herein.
ARTICLE 5
MISCELLANEOUS
THIS AGREEMENT AND ALL QUESTIONS RELATING TO ITS VALIDITY,
INTERPRETATION, PERFORMANCE, AND ENFORCEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns. Neither Seller nor Purchaser may assign its
rights or obligations under this Agreement without the prior express written
consent of the other party. This Agreement contains the entire understanding
among the parties hereto with respect to the subject matter hereof and
supersedes all prior and contemporaneous agreements and understandings,
inducements, or conditions, express or implied, oral or written, except as
herein contained. The express terms hereof control and supersede any course of
performance and/or usage of the trade inconsistent with any of the terms hereof.
This Agreement may not be modified or amended other than by an agreement in
writing. The section headings in this Agreement are for convenience only; they
form no part of this Agreement and shall not affect its interpretation. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together constitute one and the same
instrument. If any term, provision, covenant, or restriction of this Agreement
is held by a court of competent jurisdiction to be invalid, void, or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions shall remain in full force and effect and shall in no way be
affected, impaired, or invalidated. Any waiver of the terms, provisions,
covenants, representations, warranties, or conditions hereof shall be made only
by a written instrument executed and delivered by the party waiving compliance.
No waiver by any party in one or more instances shall be deemed to be or
construed as a further or continuing waiver or a waiver of any other matter than
the matter expressly waived in writing.
IN WITNESS WHEREOF, the parties hereto have executed and made effective
this Agreement as of the day and year first above written.
"SELLER"
JVWEB, INC.
By:_________________________________
Xxxx XxXxxx,
Executive Vice President
"PURCHASER"
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Xxxx X. Xxxxx
