AGREEMENT FOR SALE OF ASSET
THIS AGREEMENT made and entered into by and between TRICOM PICTURES &
PRODUCTIONS, INC., a Florida Corporation, with a usual place of business at 0000
Xxxx Xxxxxx Xxxx, Xxxxx #000, Xxxxxxx Xxxxx, Xxxxxxx 00000 ("SELLER"), SHOP
T.V., INC., a Nevada Corporation, with a usual place of business at 0000 Xxxx
Xxxxxx Xxxx, Xxxxx #000, Xxxxxxx Xxxxx, Xxxxxxx 00000 ("BUYER"), all as their
respective interests exist and are herein represented.
WHEREAS, SELLER is a national marketing and sales organization
operating at the aforementioned address; and
WHEREAS, SELLER is the owner of all singular assets (tangible and
intangible) relating to or concerning the National Marketing Division of BUYER
(the "Marketing Division"); and
WHEREAS, SELLER is desirous of selling the Marketing Division to BUYER;
and
WHEREAS, BUYER is desirous of purchasing the Marketing Division from
SELLER on terms as herein contained;
NOW, THEREFORE, for good and valuable consideration and in
consideration of the covenants, agreements, terms, and provisions as herein
contained, mutually agreed by and between the parties as follows:
ARTICLE I: Sale of Assets
SELLER agrees to sell, and BUYER agrees to purchase and acquire all of
the following assets, chattels, and items as owned by, located on, and used in
connection with the Marketing Division from the SELLER:
a. All of the inventory, merchandise and intellectual property
existing as of the date of closing concerning or relating to the
Marketing Division;
b. All tools of the trade, accessories, and appurtenances, without
limiting the generality of the foregoing, used in connection with
the Marketing Division; and
c. All of the goodwill of the SELLER, together with all price lists,
supplier lists, customer lists, secret formulas, and trade secrets
to the extent they exist used in connection with the Marketing
Division.
ARTICLE II: Purchase Price
BUYER agrees to pay SELLER and SELLER agrees to accept as the full
purchase price for all the singular assets to be sold under Article I, supra,
the total purchase price of Two Hundred and Fifty Thousand Dollars
($250,000.00).
ARTICLE III: Payment Of Purchase Price
The purchase price as hereinabove to be determined in accordance with
Article II, supra, shall be paid in the manner following; at the time of sale:
BUYER shall execute a Promissory Note in the sum of Two Hundred and
Fifty Thousand Dollars ($250,000.00) with annual interest thereon at 8% payable
in 60 monthly installments of interest-only payments, concluding in a balloon
principal payment in the sixtieth (60th) month of the loan, all as set forth in
Exhibit "A" (the "Note").
ARTICLE IV: Sale Free and Clear
SELLER agrees that it shall sell said assets free and clear of all
liens, encumbrances, liabilities and claims of parties adverse thereto. SELLER
agrees:
a. That any and all liens, encumbrances, security agreements, tax
liens, liabilities or attachments of record shall be fully
discharged at the time of closing;
b. To indemnify BUYER from any present or future asserted claims
against assets sold to BUYER.
ARTICLE V: SELLER'S Warranties
The SELLER warrants and represents to BUYER with knowledge that the
BUYER will rely on same to enter this transaction, each and all of the
following:
a. That the SELLER owns all and singular assets being sold hereunder,
and has full and marketable title to same; and
b. That there are no known governmental or administrative proceedings
filed against the SELLER which materially affects this transaction.
ARTICLE VI: Brokers
The parties warrant and represent to each other that there are no
brokers to this transaction and none entitled to commission.
ARTICLE VII: Entire Agreement
This Agreement constitutes the entire and exclusive agreement between
the parties hereto with respect to the subject matter hereof and supersedes all
prior agreements, understandings, negotiations and discussions, both written and
oral, between the parties hereto with respect to such subject matter. This
Agreement may not be modified in whole or in part except by a written instrument
executed by all of the parties hereto.
ARTICLE VIII: Divisibility
If any portion of this Agreement is held to be unreasonable, arbitrary,
or against the public policy, this Agreement shall be considered divisible both
as to time and as to the geographic area, and each month of the specified period
shall be deemed to be a separate period of time. In the event any Court
determines the specified time period or geographic area to be unreasonable,
arbitrary or against public policy, a lesser period of time or geographic area
which is determined to be reasonable, non-arbitrary and not against public
policy may be enforced.
ARTICLE IX: Applicable Law
This Agreement shall be governed for all purposes by the laws of the
State of Florida. Venue for any action to enforce or challenge the Agreement
shall be exclusively in the courts of Broward County, Florida.
ARTICLE X: Section Headings
The section and other headings contain in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
any of the provisions of this Agreement.
ARTICLE XI: Effective Date
The effective date of this Agreement shall be July 13, 1998.
IN WITNESS WHEREOF, EACH OF THE Parties has duly signed this Agreement on the
date noted below.
TRICOM PICTURES, & PRODUCTIONS, INC.
By:/S/XXXX XXXXXX /S/XXXX WARM
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Xxxx Xxxxxx, Vice President Witness
Date:/S/JANUARY 2, 1999
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SHOP T.V., INC.
By:/S/XXXX XXXXXXX /S/XXXX WARM
------------------ ------------
Xxxx Xxxxxxx, President Witness
Date:/S/JANUARY 2, 1999
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EXHIBIT A
PROMISSORY NOTE
$250,000.00 July 13, 1998
FOR VALUE RECEIVED, SHOP TV, INC. promises to pay to Tricom Pictures &
Productions, Inc., located at 0000 Xxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxxxx Xxxxx,
Xxxxxxx, 00000, the sum of $250,000.00 (TWO HUNDRED AND FIFTY THOUSAND DOLLARS
AND NO CENTS) plus interest at the rate of 8% (Eight Percent) per annum.
Interest shall be payable monthly commencing on August 1, 1999 and for 59
consecutive months thereafter on the unpaid principal balance. The principal
shall be paid in lump sum in addition to and with the 60th interest payment.
In the event of default, SHOP TV, INC., agrees to pay all court costs and
attorneys' fees incurred by TRICOM PICTURES & PRODUCTIONS, INC. in order to
enforce and collect payment under this Note.
TRICOM PICTURES & PRODUCTION, INC.
By:/S/XXXX XXXXXX
-----------------
Xxxx Xxxxxx, Vice President
Date: /S/JANUARY 2, 1999
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SHOP TV, INC.
By:/S/XXXX XXXXXXX
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Xxxx Xxxxxxx, President
Date:/S/JANUARY 2, 1999
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