AGREEMENT OF PURCHASE AND SALE
This Agreement of Purchase and Sale (this "Agreement") is
entered into this 22nd day of August, 2005, by and between InZon
Corporation, a Nevada corporation ("Buyer"), and SAE Group, Inc., a
Florida corporation ("Seller"). At times herein, Buyer and Seller are
referred to as the "Parties."
THE PARTIES ENTER INTO THIS AGREEMENT on the basis of the
following facts, understandings and intentions:
A. Seller is engaged in and conducts the business (the
"Business") of creating and maintaining software applications (the
"Products") marketed to satellite operators, audio and video broadcast
networks, broadcast news organizations, satellite service brokers,
backhaulers, domestic and international full-time circuit providers,
and teleport operations.
B. Seller also owns (i) certain technology software,
equipment and associated devices located at Seller's Delray Beach,
Florida offices, and, to the extent assignable, all entitlements,
permits and other intangible property used in connection therewith
(collectively, the "Equipment").
C. Seller also owns certain know-how, trade names, brand
names, trademarks, inventions, technology, trade secrets, customer
lists, inventory, ideas, processes, documentation, design
documentation and specifications, and tangible or intangible
proprietary information or material (herein the "Intellectual
Property").
D. Seller also owns certain other assets related to or
associated with the Business (excluding the Excluded Assets),
including Customer (defined hereinbelow) lists, Accounts Receivable
(defined hereinbelow), prepaid expenses, Inventories (defined
hereinbelow), work in progress under Assumed Customer Contracts
(defined hereinbelow), books of account, customer lists, price lists,
correspondence, data, sales literature, sales data, accounting
information relating to the Business, client files (for active and
inactive matters), books and records, files, personnel files of
employees of the Business who are employed by Buyer from and after the
Closing, data bases, manuals, e-mails, ledgers, papers and records and
tax returns, in whatever form or medium related to the Business, all
goodwill related to the Business, all telephone numbers, e-mail
addresses, websites, and domain names related to the Business, all
causes of action, judgments and claims or demands against others of
whatever kind or description related to the Business, and all other
property owned or used by Seller, whether tangible or intangible, used
by or in the Business and located at its business location, whether or
not expressly referred to herein (all of the foregoing being at times
referred to herein as the "Other Business Assets").
E. The Parties desire to effect a business transaction
whereby (i) Seller will sell, and Buyer will purchase, substantially
all of the assets of the Business (other than the Excluded Assets);
viz: the Equipment, the Intellectual Property, and the Other Business
Assets (collectively herein the "Acquired Assets"), on the terms,
covenants and conditions provided herein; and
F. For purposes of this Agreement, the following terms
shall have the meanings given below:
F.1. "Accounts Receivable" means all rights to payment for
goods sold, licensed or leased or for services rendered to Customers
in connection with the Business, all sums of money or other proceeds
due or becoming due thereon and all instruments pertaining thereto;
F.2. "Acquired Assets" has the meaning set forth in
recital "D" above;
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F.3. [Intentionally Omitted]
F.4. "Assumed Customer Contracts" means the Customer
Contracts assumed by Buyer hereunder and listed as such on the
attached Exhibit 4;
F.5. "Business" has the meaning set forth in recital "A"
above;
F.6. "Business Day" shall mean any day other than a
Saturday, Sunday or day on which banks in the state of Florida are
authorized to be closed for business;
F.7. "Claim" means (i) a right to payment, whether or not
such right is reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, legal,
equitable, secured or unsecured or (ii) a right to an equitable remedy
for breach of performance if such breach gives rise to a right to
payment, whether or not such right to an equitable remedy is reduced
to judgment, fixed, contingent, matured, unmatured, disputed,
undisputed, secured or unsecured;
F.8. "Closing" means the consummation of the transaction
contemplated hereby, and the recordation of the instruments necessary
to vest good title to the Equipment in Buyer in accordance with the
terms and provisions of this Agreement;
F.9. "Closing Date" means a date when the
transaction contemplated hereby has been consummated;
F.10. "Code" means the Internal Revenue Code of 1986, any
amendments thereto, any successor statutes and any regulations
promulgated thereunder;
F.11. "Customer" means each party included in Seller's
entire end user customer base with regard to the Business;
F.12. "Customer Contracts" means any and all contracts and
agreements related to the Customers listed on Exhibit 4 of this
Agreement;
F.13. "Employees" means all employees of Seller engaged
primarily in the Business;
F.14. "Execution Date" shall mean the date set forth at
the beginning hereof.
F.15. "Excluded Assets" has the meaning set forth in
Section 5;
F.16. [Intentionally Omitted]
F.17. "Governmental Authority" means any agency, board,
bureau, executive, court, commission, department, legislature,
tribunal, instrumentality or administration of the United States, or
any state, provincial, territorial, municipal, county, local or other
governmental entity in the United States;
F.18. "Governmental Permits" means all licenses, permits,
approvals, consents, certificates, waivers, exemptions, orders,
registrations, variances and other authorizations from any and all
Governmental Authorities, including any state sales tax numbers, used
or held for use in connection with the conduct of the Business;
F.19. "Intellectual Property" has the meaning set forth in
recital "C" above;
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F.20. "Inventories" means all inventories of raw
materials, works in process, finished products, goods, spare parts,
replacement and component parts, and office and other supplies;
F.21. "Knowledge of Seller" means the actual knowledge,
after due inquiry, of Xx. Xxxxxxx Xxx as President and Chief Executive
Officer of Seller;
F.22. "Law" means any law, statute, regulation, rule,
code, ordinance or court order enacted, adopted, issued or promulgated
by any Governmental Authority;
F.23. "Liability" or "Liabilities" means any and all
material liabilities, obligations, judgments, damages, charges, costs,
debts and indebtedness of any and every kind and nature whatsoever,
absolute or contingent, liquidated or unliquidated, in Law, equity or
otherwise;
F.24. "Lien" means, with respect to any asset or property
of any character, any mortgage, pledge, security interest, lien
(including any mechanic's or materialman's lien, tax lien, shipper or
warehousemen lien or customs lien), right of first refusal, option or
other right to acquire, transfer for security, charge, Claim,
easement, conditional sale agreement, title retention agreement,
defect in title, or other encumbrance or adverse Claim of any nature
pertaining to or affecting such asset or property, whether voluntary
or involuntary and whether arising by Law, contract or otherwise,
including without limitation, in the case of any Accounts Receivable,
any right or claim of any person other than Seller upon or with
respect to the proceeds thereof;
F.25. "Material Adverse Change" means any change or
changes in, or effect on, the Business or the Acquired Assets that is
individually, or are in the aggregate, reasonably likely to be
materially adverse to the financial condition of the Business or the
Acquired Assets, each taken as a whole, other than (i) any change or
effect in any way resulting from or arising in connection with this
Agreement or the transaction contemplated hereby (including any
announcement with respect to this Agreement or the transaction
contemplated hereby); (ii) changes in (A) economic, regulatory or
political conditions generally or (B) general business or economic
conditions relating to any industries in which Seller participates,
that is not specific to Seller; (iii) any change in or effect on the
Acquired Assets or the Business that is cured (including by the
payment of money) by Seller, (iv) any change in or effect on the
Acquired Assets or the Business resulting from any loss of Customers
(including any reduction in revenue therefrom), and (v) any change in
or effect on the Acquired Assets or the Business resulting from the
resignations of any Employees;
F.26. "Ordinary Course of Business" means the ordinary
course of business of Seller and consistent with Seller's past custom
and practice;
F.27. "Other Business Assets" has the meaning set forth in
recital "D" above;
F.28. "Permitted Encumbrances" means (i) statutory liens
for current Taxes or assessments not yet due or delinquent, (ii)
mechanics', carriers', workers', repairers' and other similar liens
arising or incurred in the Ordinary Course of Business relating to
obligations as to which there is no default on the part of Seller or
the validity or amount of which is being contested in good faith by
appropriate proceedings, or pledges, deposits or other liens securing
the performance of bids, trade contracts, leases or statutory
obligations (including workers' compensation, unemployment insurance
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or other social security legislation), (iii) zoning, entitlement,
conservation restriction and other land use and environmental
regulations by Governmental Authorities which do not materially
interfere with the present use of the Acquired Assets, and (v) such
other liens, imperfections in or failure of title, charges, easements,
rights-of-way, encroachments, exceptions, restrictions and
encumbrances which do not materially interfere with the present use of
the Acquired Assets;
F.29. "Person" means any individual, corporation,
partnership, proprietorship, joint venture, limited liability company,
association, joint-stock company, trust, unincorporated organization,
Governmental Authority, or other entity, organization or institution
of any type whatsoever;
F.30. "Seller" has the meaning set forth in the preamble;
F.31. "Tax" means any federal, state, local, or other
income, alternative, minimum, inheritance, accumulated earnings,
personal holding company, corporation, franchise, capital stock, net
worth, capital, profits, windfall profits, capital gain, gross
receipts, value added, sales, use, goods and services, excise, customs
duties, transfer, conveyance, mortgage, registration, stamp,
documentary, recording, premium, environmental, real property,
personal property, ad valorem, intangibles, rent, occupancy, license,
occupational, employment, unemployment insurance, social security,
disability, workers' compensation, payroll, health care, withholding,
estimated or other similar tax, duty or other governmental charge or
assessment or deficiencies thereof (including all interest and
penalties thereon and additions thereto whether disputed or not); and
F.32. "Tax Return" means any return, report, declaration,
form, Claim for refund or information return or statement relating to
Taxes, including any schedule or attachment thereto, and including any
amendment thereof.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and
agreements of the parties as herein set forth, the parties hereto
agree as follows:
1. Equipment Purchase. Seller agrees to sell the Equipment to
Buyer, and Buyer agrees to purchase the Equipment from Seller, on all
of the terms, covenants and conditions provided herein.
2. Intellectual Property Purchase. Seller agrees to sell the
Intellectual Property to Buyer, and Buyer agrees to purchase the
Intellectual Property from Seller, on all of the terms, covenants and
conditions provided herein. At the Closing, Seller shall execute and
deliver to Buyer the form of Xxxx of Sale and Assignment attached as
Exhibit 5. Other than the rights expressly set forth herein, Seller
shall, after the Closing, have no further or continuing interest in
the Intellectual Property. At the Closing, Seller shall provide to
Buyer the original source codes for any software technology included
in the Intellectual Property, as well as all files in its possession
regarding the technology embodied in the Intellectual Property. Seller
further agrees at any time after the Closing to execute and to deliver
upon request of the Buyer, at Buyer's expense, such additional
documents, if any, as may be necessary or desirable to protect the
Intellectual Property or to give full effect to this Agreement.
3. Other Business Assets. Seller agrees to sell the Other
Business Assets to Buyer, and Buyer agrees to purchase the Other
Business Assets from Seller, on all of the terms, covenants and
conditions provided herein.
4. Excluded Assets and Liabilities. The transaction
contemplated herein shall not include the purchase and sale of the
assets more particularly described in the attached Exhibit 6 (the
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"Excluded Assets") or the assumption by Buyer of any of the Seller's
Liabilities.
5. Consideration and Purchase Price. In consideration for the
Acquired Assets and in full payment therefore, Buyer shall deliver to
the stockholder of Seller at Closing Eight Hundred Thousand (800,000)
restricted and unregistered common shares (the "InZon Shares") of
Buyer's parent company, InZon Corporation, a Nevada corporation
("Parent") (the "Purchase Price").
6. Conditions Precedent. At or before the Closing, the
following conditions precedent ("Conditions Precedent") shall be
either satisfied or waived by Buyer as a condition to Buyer's
obligation to proceed with the purchase of the Acquired Assets:
a. Title. The Acquired Assets shall not be subject to any
liens or encumbrances of record, except as permitted hereunder;
b. Condition of Assets. Buyer shall have reviewed and
approved all reports and other documents pertinent to the Acquired
Assets. As of the Closing, there shall have been no Material Adverse
Change in the physical condition of any of the Acquired Assets which
would materially and adversely affect Buyer's use and enjoyment of the
same from and after the Closing; and
c. Seller's Performance. Seller shall have performed all
of its obligations under this Agreement.
7. No Encumbrance or Transfer. Except as provided herein,
Seller shall not encumber, lease, transfer, assign or sell all or any
portion, or interest in, any of the Acquired Assets, or enter into any
agreement or contract affecting or relating thereto without Buyer's
prior written consent, which consent may be withheld in Buyer's sole
discretion.
8. Closing. At the Closing (and assuming all conditions set
forth herein have been satisfied or waived), the Parties shall take
the following actions:
a. Seller shall execute and deliver to Buyer a Xxxx of
Sale and Assignment, in the form attached hereto as Exhibit "5"; and
b. Buyer shall cause Parent to issue and deliver to
Seller the InZon Shares.
9. Brokers. Buyer and Seller each represent to the other that
they have not engaged any broker or finder in connection with the
transaction contemplated by this Agreement. Buyer shall indemnify,
defend and hold Seller harmless from and against any loss, cost or
expense, including, but not limited to, attorneys' fees and court
costs, resulting from any claim against Seller for any fee or
commission by any broker or finder claiming by or through Buyer.
Seller shall indemnify, defend and hold Buyer harmless from and
against any loss, cost or expense, including, but not limited to,
attorneys' fees and court costs, resulting from any claim for a fee or
commission by any broker or finder claiming by or through Seller. The
covenants contained herein shall survive the Closing.
10. Seller's Representations, Warranties and Covenants. Seller
hereby makes the following representations and warranties to Buyer
which representations and warranties shall survive the Closing for a
period of twelve (12) months (at which time these representations and
warranties shall expire):
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(a) Litigation; Government Action. Except as disclosed to
Buyer in writing, there is no claim, litigation, or notice that any of
the Acquired Assets is in violation of any law, or that any
governmental investigation is presently pending with respect to which
Seller has been served with process or other notice thereof or, to the
best Knowledge of Seller, otherwise pending or threatened, against or
relating thereto. There is no Liability of Seller which will become a
Liability of Buyer following the Closing;
(b) Status and Authority. Seller is a corporation
organized and in good standing in the State of Florida, and has the
power and authority to enter into this Agreement. No other
authorizations or approvals, whether of governmental bodies or
otherwise, will be necessary in order to enable Seller to enter into
or to comply with the terms of this Agreement.
(c) Binding Effect of Documents. This Agreement and the
other documents to be executed by Seller hereunder, upon execution and
delivery thereof by Seller, will have been duly entered into by
Seller, and will constitute the legal, valid and binding obligation of
Seller. Neither this Agreement nor anything provided to be done under
this Agreement violates or shall violate any contract, document,
understanding, agreement, or instrument to which Seller is a party or
by which it is bound.
(d) "Best Knowledge" Definition. For purposes of this
Section 10, the term "to the best Knowledge of Seller" shall mean
current actual knowledge after usual inquiry.
(e) "As-Is" Condition. Except as expressly provided in
this Agreement, Seller makes no representations or warranties of any
kind, express or implied, written or oral, as to the Acquired Assets,
the uses thereof or any limitations thereon. Except as provided
herein, Buyer is acquiring the Acquired Assets in an "as-is" condition
(as such term is most broadly construed), in reliance upon its own
inspection and investigation thereof.
11. Successors and Assigns. The terms, covenants, and
conditions herein contained shall be binding upon and inure to the
benefit of the successors and assigns of the Parties.
12. Entire Agreement. This Agreement contains all of the
covenants, conditions and agreements between the Parties and shall
supersede all prior correspondence, agreements, and understandings,
both oral and written. No provision of this Agreement may be amended
or modified in any manner except by an agreement in writing duly
executed by the Parties.
13. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida as
applied to agreements among Florida residents which are entered into
and performed entirely within the State of Florida.
14. Attorneys' Fees; Arbitration.
a. Attorneys' Fees. In the event of any litigation or
arbitration regarding the rights and obligations under this Agreement,
the prevailing party shall be entitled to recover, in addition to
damages, injunctive or other relief, reasonable attorneys' fees,
expert witness fees, and court costs.
b. Arbitration of Disputes. ANY CONTROVERSY OR CLAIM
ARISING OUT OF THIS AGREEMENT SHALL BE SETTLED BY ARBITRATION IN
ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION FOR
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THE ARBITRATION OF COMMERCIAL DISPUTES, AND JUDGMENT ON THE AWARD
RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING
JURISDICTION. THE PREVAILING PARTY IN SUCH ARBITRATION SHALL BE
ENTITLED TO ATTORNEYS' FEES AND COSTS.
15. Notices. All notices required or permitted to be given
pursuant to the terms hereof shall be in writing and either delivered
by hand delivery, professional courier service which provides written
evidence of delivery or deposited in the United States mail,
registered or certified, postage prepaid and addressed as follows:
To Seller: SAE Group, Inc.
Attn: Xxxxxxx Xxx
000 XxxXxxx Xxxxx
Xxxxxx Xxxxx XX 00000
To Buyer: InZon Corporation
Attn: Xxxxx X. Xxxx
000 XX Xxxxx Xxx
Xxxxxx Xxxxx XX 00000
The foregoing addresses may be changed by written notice to the other
party as provided herein. Notices shall be deemed delivered and
received, in the case of personal delivery or delivery by courier as
aforesaid, on the day physically delivered to the indicated addressee,
and in the case of delivery by United States mail, three (3) Business
Days after deposit in the United States mail as aforesaid.
16. Exhibits. All of the following exhibits described in this
Agreement are incorporated herein by this reference and made a part
hereof:
Exhibit 1 Description of the Equipment
Exhibit 2 Description of the Intellectual Property
Exhibit 3 [Intentionally Omitted]
Exhibit 4 Description of Assumed Customer Contracts
Exhibit 5 Form of Xxxx of Sale and Assignment
Exhibit 6 Description of the Excluded Assets
17. Purchase Price Allocation. The Parties hereby agree that
the Purchase Price shall be allocated among the Acquired Assets in the
manner determined by Buyer. The Parties covenant and agree to file all
federal, state, and local Tax returns in accordance with such
allocations and to report the Closing as a taxable transaction.
18. Transfer Taxes. All transfer, gains, sales, bulk sales, use
and similar conveyance Taxes imposed by reason of the transaction
contemplated hereby and any deficiency, interest or penalty asserted
with respect thereto shall be paid in accordance with local law and
custom.
19. Authority. Each person executing this Agreement on behalf
of a party to this Agreement hereby represents and warrants that he or
she has authority to execute this Agreement on behalf of such party.
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20. Headings. Headings at the beginning of any paragraph or
Section of this Agreement are solely for the convenience of the
parties and are not a part of this Agreement or to be used in the
interpretation hereof.
21. Survival. The representations, warranties and covenants of
the parties hereto shall survive the Closing, or the termination of
the Agreement if the Closing does not occur, subject to the express
limitations on survivability contained in this Agreement.
22. Waiver. No waiver by Buyer or Seller of a breach of any of
the terms, covenants, or conditions of this Agreement by the other
party shall be construed or held to be a waiver of any succeeding or
preceding breach of the same or any other term, covenant or condition
herein contained. No waiver of any default by Buyer or Seller
hereunder shall be implied from any omission by the other party to
take any action on account of such default if such default persists or
is repeated, and no express waiver shall affect a default other than
as specified in such waiver. The consent or approval by Buyer or
Seller to or of any act by the other party requiring the consent or
approval of the first party shall not be deemed to waive or render
unnecessary such party's consent or approval to or of any subsequent
similar acts by the other party.
23. Confidentiality. Buyer and Seller shall maintain this
Agreement in confidence except as required by law and except as
required in connection with the performance of each of the obligations
of Buyer and Seller hereunder.
24. Severability. If any phrase, clause, sentence, paragraph,
section, article, or other portion of this Agreement shall become
illegal, null or void or against public policy, for any reason, or
shall be held by any court of competent jurisdiction to be illegal,
null or void or against public policy, the remaining portions of this
Agreement shall not be affected thereby and shall remain in force and
effect to the fullest extent permissible by law.
[Remainder of page intentionally left blank.]
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27. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, and all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the dates set forth next to their respective
signatures below.
BUYER: InZon Corporation, a Nevada
Corporation
By: /s/ Xxxxx X. Xxxx
------------------------
Name: Xxxxx X. Xxxx
Its: President
SELLER: SAE GROUP, INC., a Florida Corporation
By: /s/ Xxxxxxx Xxx
-----------------------
Name: Xxxxxxx Xxx
Its: President
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EXHIBIT 1
[Description of Furniture, Fixtures & Equipment ]
Description
===========
A. Office Furniture 10,000.
B. PC's (10) & Office Equipment 8,000.
C. Lucent Telephone System 2,000.
D. Racks & Servers 10,000.
---------
$30,000.
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EXHIBIT 2
[Description of the Intellectual Property]
All of Seller's right, title and interest in and to, the
following (including any reissues, continuations-in-part, revisions,
extensions, and reexaminations thereof), all related documentation,
including, without limitation, all related copyrights, if any, and the
exclusive right to enforce the rights of Seller in the United States
and throughout the world in the sole name of Buyer, its successors or
assigns, including all rights to profits and damages by reason of past
infringement by any party or parties, including the right to xxx and
collect same for Buyer's and Buyer's successors and assigns own use
and benefit, free and clear of any and all liens, encumbrances, or
third party claims.
Quantity Description
(1) Source Library and Documentation $ 670,000.
of Both SatConCS and Medicaid
Billing Software
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EXHIBIT 3
[Description of Trademarks]
Trademarks:
SATCON 5,000.
SatConCS 5,000.
Starfleet 5,000.
Hubcasting 5,000.
---------
20,000.
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EXHIBIT 4
[Description of the ASSUMED CUSTOMER CONTRACTS]
Existing Contracts:
1. HTN (Term - Indefinite; Monthly income $ 4,800.)
2. BACC (Term - 3 yrs; Monthly income $ 5,700.)
3. Retevision (Term Indefinite; Annual Income $ 30,000.)
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EXHIBIT 5
XXXX OF SALE AND ASSIGNMENT
WHEREAS, SAE GROUP, INC., a Florida corporation ("Seller"), is
the owner of the property more particularly described in the attached
Schedule 1, incorporated herein by reference (the "Property"); and
WHEREAS, InZon Corporation, a Nevada corporation
("Purchaser"), wishes to acquire full rights in and ownership of such
Property.
NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Seller
hereby sells, delivers, conveys, assigns and transfers to the
Purchaser and the Purchaser's successors and assigns, free and clear
of any and all liens, encumbrances or claims of third parties,
Seller's entire right, title and interest of every nature, kind and
description in and to such Property, including with respect to such
portions of the Property constituting intellectual property, all
corresponding applications such as continuations, continuations-in-
part, divisionals, provisionals, renewals, revivals, reissues,
reexaminations, extensions, and foreign counterparts thereof, along
with the subject matter of any and all claims which may be obtained in
the aforementioned, in the United States and every foreign country,
including all rights to profits and damages by reason of past
infringement by any party or parties, either the right to xxx and
collect same for Purchaser's, and Purchaser's successors and assigns
own use and benefit, all as more fully described in that certain
Agreement of Purchase and Sale between Seller and Purchaser dated
August 10 2005, as amended from time to time (the "Agreement").
Seller sells, assigns, transfers, delivers and conveys title to the
Property without representation or warranty as expressly set forth in
the Agreement.
UPON SAID CONSIDERATION, Seller appoints Purchaser and
Purchaser's successors and assigns as its attorney-in-fact to act in
Seller's name and place, to execute, deliver and record any document
or instrument of assignment or conveyance necessary to perfect, grant
and confirm the rights granted herein, and Seller hereby further
conveys to the Purchaser the right to make application in, prosecute,
receive and enforce in its own behalf and name such Property.
IN WITNESS WHEREOF, Seller has caused this Xxxx of Sale and
Assignment to be duly executed on the date shown below.
SAE GROUP, INC.
By
-----------------------------
Xxxxxxx Xxx, President
DATE: 08-22-2005
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I HEREBY CERTIFY that before me this th day of ,2005,
personally appeared Xxxxxxx Xxx, who did sign the foregoing Affidavit
and who is personally known by me or who did produce
___________________________ as identification and who did take an oath
and affirm that the statements contained in the Affidavit are true and
correct.
_______________________________
Notary Public--State of Florida
Print Notary Name:
My Commission Number is:
My Commission Expires:
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Schedule 1
[Description of Property conveyed by Xxxx of Sale and Assignment]
///
///
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EXHIBIT 6
[Description of the EXCLUDED ASSETS]
There shall be excluded from the definition of Acquired Assets, and
there shall be no conveyance, sale, transfer, assignment or delivery
to Buyer of:
1. Any Inventory or other assets disposed of by Seller between
the Execution Date and the Closing Date in the ordinary course of
business consistent with this Agreement;
2. Any Accounts Receivable liquidated by Seller between the
Execution Date and the Closing Date in the ordinary course of business
consistent with this Agreement;
3. All capital stock of Seller;
4. The name style of Seller; and
5. All consideration to be received by Seller in the
transaction contemplated by this Agreement.
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