AGREEMENT
EXHIBIT 10.6
AGREEMENT
This Agreement (the "Agreement") is made as of the 28th day of August 2009 by and among Man Shing Agricultural Holdings, Inc. (F/K/A Xxxxxxxxxx Real Estate Service, Inc.), a Nevada corporation ("MSAH" or “Seller”) and Xx. Xxxxx Xxxxxx, an individual (“Buyer”).
RECITALS
1. MSAH have total assets of $304,210 and total liabilities of $258,745 (collectively "MSAH Assets and Liabilities"), in accordance with the unaudited financial information for the quarter
ended June 30, 2009, which was disclosed in MSAH ’s quarterly report filed with the Securities Exchange Commission on August 19, 2009.
2. For valuable consideration and upon the terms and conditions set forth herein, MSAH desires to sell and transfer and Buyer desires to purchase and acquire MSAH Assets and Debts as of June 30, 2009 and Liabilities
incurred up to August 31, 2009.
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NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions hereinafter set forth, the parties hereto mutually agree as follows: |
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AGREEMENT |
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1. Purchase and Sale of MSAH Assets and Liabilities. Subject to the terms and conditions hereof, MSAH will transfer to Buyer, and Buyer will acquire from MSAH, MSAH Assets and Liabilities in exchange for assumption of all MSAH Assets
and Liabilities (the "Purchase Price"). |
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2. |
Delivery of the Purchase Price. At the Closing, Buyer shall deliver to MSAH good and valuable consideration of not less than the Purchase Price. |
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3. Delivery. At the Closing, MSAH shall deliver to Buyer all applicable documents representing all MSAH Assets and Liabilities and such documents shall be properly endorsed for transfer. |
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4. |
Representations and Warranties of MSAH . MSAH hereby represent and warrant to Buyer as follows: |
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4.1 |
Corporate Organization and Authority. MSAH is a corporation duly organized, validly existing, authorized to exercise all of its corporate powers, rights and privileges, and in good standing in the State of Nevada. MSAH has the full power and authority to enter into and to perform this Agreement in accordance
with its terms, and the execution, delivery and performance of this Agreement by MSAH have been duly authorized by all necessary corporate action on the part of MSAH . Neither the execution nor delivery of this Agreement nor compliance by MSAH with its obligations under the terms of this Agreement will (i) conflict with the certificate of incorporation or by-laws of MSAH , any rule, regulation, statute or order of any governmental body or court applicable to it or its property
or to any agreement or instrument to which it is a party or by which it is bound, or (ii) result in the creation of any liens upon any of the MSAH Assets to be transferred pursuant to this Agreement. |
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4.2 |
No consent or approval of any third party is required with respect to the actions to be taken hereunder by MSAH . |
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4.3 |
Title to MSAH Assets and Liabilities. MSAH owns beneficially and of record, free and clear of any lien, option or other encumbrance, and has full power and authority to convey, free and clear of any lien or encumbrance, the total assets of $304,210 and upon delivery of the Purchase Price for such Assets as provided in this
Agreement, MSAH will convey to Buyer or at his direction to others, good and valid title thereto, free and clear of any lien or other encumbrance. In addition, MSAH will assign to Buyer or his nominee the debt of $258,745 and liabilities incurred up to August 31, 2009 owed by MSAH . |
5. Representations and Warranties of Buyer. Buyer represents and warrants to MSAH as follows:
5.1 Authorization. This Agreement, when executed and delivered by Buyer, will constitute a valid and legally binding obligation of the Buyer, enforceable in accordance with its terms, except as may be limited to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles
relating to or involving creditors' rights.
5.2 Disclosure. Buyer is a former officer and director of MSAH and is fully informed of and aware of the structure and status of the corporation in which he is acquiring an interest as represented by MSAH Assets
and Liabilities, Buyer is fully informed and aware of the status of the assets, debts and condition and acknowledges that he is purchasing MSAH Assets and Liabilities in its current condition and without further warranties from MSAH .
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5.3 |
Authority to Execute and Perform Agreement. Buyer has the full legal right and power and all authority and approvals. If any, required to enter into, execute and deliver this Agreement and to perform fully Buyers’ obligations hereunder. The execution and delivery by Buyer of this Agreement and the performance by Buyer of this Agreement in accordance
with its terms and conditions will not (i) require the approval or consent of any federal, state, local or other governmental or regulatory body or the approval or consent of any other person; (ii) conflict with or result in any breach or violation of any of the terms and conditions of, (or with notice or lapse of time or both, conflict with or result in any breach or violation of any of the terms and conditions of) any judgment or decree applicable to him of the Shares or any instrument, contract or other agreement
to which Buyer is a party. |
6. Miscellaneous.
6.1 Governing Law. This Agreement shall be governed in all respects by the laws of the State of Nevada.
6.2 Survival. The representations, warranties, covenants, and agreements made herein shall survive any investigation made by any party hereto and the closing of the transactions contemplated hereby.
6.3 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of and be binding upon the successors, assigns, heirs, executors, administrators of the parties hereto and all subsequent holders of MSAH Assets and Liabilities.
6.4 Entire Agreement; Amendment. This Agreement and the other documents and agreements delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. This Agreement may only be amended in writing signed by the
Seller and the holders of a majority of the outstanding shares of MSAH hereunder.
6.5 Notices. Except as otherwise provided all notices and other communications require or permitted hereunder shall be in writing and shall be mailed by first-class mail, postage prepaid, addressed to their respective addresses as provided by Buyer and Seller or to such other address as each may have furnished
to the others in writing.
6.6 Expenses. Whether or not the transactions contemplated hereby are consummated, each party shall pay its own expenses in connection with the transaction.
6.7 Waiver of Breach or Default. Neither Buyer nor MSAH shall waive any right, power or remedy accruing hereunder unless such waiver is in writing signed by the party to be charged. The waiver of any breach or default hereunder shall not constitute the waiver of any other breach or default. All
remedies under this Agreement or by law or otherwise afforded to Buyer or MSAH shall be cumulative and not alternative.
6.8 Legal Fees. The prevailing party in any legal action or arbitration proceeding brought by one party against the other shall be entitled, in addition to any other rights and remedies, to reimbursement for its expenses incurred thereby, including court costs and reasonable attorney's fees.
6.9 Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year herein above first written.
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MAN SHING AGRICULTURAL HOLDINGS, INC. (F/K/A XXXXXXXXXX REAL ESTATE SERVICE, INC.) |
By: .
Xxxxx Xxxxxxx
President & CEO
BUYER:
XXXXX XXXXXX
Signed: .
Xxxxx
Xxxxxx
Individual
