ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT, dated January 20TH, 1999, by and between
HomeLife Higher Standards, an Alberta Corporation (hereinafter referred to as
"Seller"), and HomeLife Builders Realty, Inc. an Alberta Corporation
(hereinafter referred to as "Buyer").
RECITALS
Seller maintains a real estate office in the City of Calgary, Province
of Alberta Seller operates this office pursuant to an Area Franchise
Agreement, allowing Seller to conduct business as a licensed franchised
office. Seller desires to sell certain assets to Buyer and to cease Sellers
real estate brokerage operation at this location.
Buyer maintains a real estate office in the City of Calgary, Province of
Alberta Buyer operates this office as a licensed franchised real estate
office. Buyer wishes to purchase certain of Seller's assets to enhance
Buyer's business operations and office size.
NOW THEREFORE, in consideration of the mutual benefits to be derived
from this Agreement, both Seller and Buyer represent, warrant, and agree as
follows:
1. PURCHASE AND SALE. At Closing, Seller will sell and assign all
right, title, and contractual interest of Seller in and to the
following assets of Seller"
"All Seller's rights to it's sales agents and brokers related
to any contractual employment or independent contractor
agreements existent between itself and such personnel."
2. TRANSFER OF LICENSES. At Closing, Seller will resign as "Agent of
record" for its sales personnel, and will endorse and recommend to
its personnel that they accept as new "Agent of record" Buyer's
"Agent of record".
3. BUYER'S MANAGEMENT. Buyer represents that Buyer will hire Xx.
Xxxxxx Xxxxx in a position entitled "Assistant Manager" at a salary
of $2000.00 CDN per month, with mutually agreed upon goals and work
duties.
4. ASSUMPTION OF LIABILITIES. Except as hereinafter expressly
provided, Buyer shall assume no liabilities or obligations related
to the Assets purchased or for Seller's business; it being
expressly acknowledged and agreed between Seller's and Buyer that
all such liabilities and obligation, shall be and remain Seller's
own liability and obligation. Notwithstanding the foregoing
limitation, Buyer agrees to assume at the Closing, Seller's "going
forward" obligation under and in accordance with the Employment
Contracts which are assigned to Buyer as of the Closing date.
These contracts and agreements, when reaffirmed and ratified by and
between each sales agent and Buyer's "Agent of Record" shall
collectively be considered "Buyer's Assumed Liabilities." All
Seller's representations shall survive closing. It is also
understood that Buyer cannot change existing contracts.
5. PURCHASE PRICE. The purchase price for the Assets shall consist of
a series of 15 installment payments, (a schedule of which is
attached and hereby incorporated into this Agreement by reference)
representing a total sum of $62,000.00 CDN; subject to certain
terms and conditions, and payable in a series of installments
without additional interest charges. Payments first
become due that latter of thirty (30) days after Closing or
3-15-99. Payments are to be made monthly by the 15th of each
succeeding month, for 14 months at $4,000.00 CDN and a fifteenth
payment of $6,000.00 CDN, whith a five day late grace period.
Buyer shall have the right for prepayment at any time without
notice, or penalty charge.
6. SELLER'S WARRANTIES.
A. Seller represents that as of the date of this Agreement,
that Seller maintains a licensed personnel force of 39
licensed sales personnel. Seller shall provide a
comprehensive roster of its agents, including names, home
addresses, telephone numbers, payment programs, and gross
and net sales commission earned for the year 1998 and 1999
year-to-date, as well as copies of all employment contracts
and agreements at least five (5) days prior to Closing.
B. Seller represents and guarantees that no less than 25 of its
licensed sales personnel will immediately accept employment
by Buyer and transfer their licenses to Buyer's organization
for a guaranteed minimum period of no less than 48 hours.
It is understood that all licenses will be transferred and
business cards and signs will be prepared prior to
announcement.
C. That Seller will reduce the Purchase Price of the Assets by
a total of $3000.00 CDN for each shortage of licensed agents
under the minimum total of 25. It is understood that this
will not change the $4000.00 CDN monthly fees being paid.
However, the amount owed by Buyer will be reduced
accordingly.
D. That Seller will use its best efforts and influence to aid
Buyer in presenting and promoting Buyer's capabilities and
organization.
E. Seller shall transfer all of its current listings to Buyer
as of the day following Closing Date.
F. Seller may not change any of Seller's personnel pay
agreements from the date of signing this Agreement to the
Closing Date.
G. Seller is responsible for crediting sales personnel for
required new business cards to switch over to Buyer's
organization, to a maximum of $60.00 (all-inclusive) per
salesperson.
H. Seller shall at all times remain solely responsible for the
shutdown and termination of it's sales office.
I. Seller shall provide to Buyer at least five (5) days prior
to Closing, a summary of it's gross sales for 1998; which
summary shall disclose all sales splits between Seller and
Seller's sales personnel (including all related management
fees and expenses) and Seller's gross revenue figures for
the year of 1998.
7. BUYER'S WARRANTIES.
A. Buyer shall be responsible for providing adequate "For
Sale" signs to switch over a Buyer's organization.
B. Buyer shall be responsible for any license transfer fees
required by any Provincial licensing agency required of the
transferring sales personnel.
8. THE CLOSING DATE. The closing of the transaction contemplated by
this Agreement (the "Closing") shall occur at such place, as Seller
shall designate in writing. The Closing shall take place on or
before February 15, 1999. This agreement is subject to all
documentation and contracts being finalized to the Sellers approval
on or before February 1, 1999. Unless notice of disapproval is
provided Buyer on or before February 1, 1999, this condition shall
be deemed waived. For the first month, the salesperson's monthly
office fees and franchise fees will be waived to ensure that there
is additional motivation for them to move over.
9. LITIGATION OR DISPUTES WITH SALES PERSONNEL. Seller shall disclose
all litigation or proceedings either pending or threatened against
or relating to Seller's company or business dealings in any
judicial, quasi-judicial, or administrative forum; further, Seller
does not know or have reasonable grounds to know any basis for any
such action without exception.
10. SELLER CONDUCT OF BUSINESS PENDING CLOSING DATE. Seller will not
increase or offer to increase the compensation payable by Seller to
any employee or agent, nor will any bonus payment or arrangement be
made by Seller to or with any of its management, employees,
independent contractors, or sales agents or personnel.
11. AUTHORITY OF BUYER'S BOARD OF DIRECTORS. Buyer shall submit an
xecuted copy of this Agreement to its Board of Directors for
pproval. Acceptance of this Agreement is expressly conditional
upon ajority approval of such Board. Unless notice of disapproval
is rovided Seller on or before February 1, 1999, this condition
shall be eemed waived.
12. AMENDMENT. This Agreement shall not be amended, altered, or
terminated except by a writing executed by both Buyer and Seller.
13. GOVERNING LAW. This Agreement shall be governed in all respect and
at all times by the laws of the Province of Alberta.
IN WITNESS WHEREOF, authorized representatives of Buyer and Seller have
executed and delivered this Agreement as of the date first above written.
For Seller, HomeLife Higher Standards
By:_____________________________
Print Name:______________________
Its:_____________________________
For Buyer, HomeLife Builders Realty, Inc.
By:_____________________________
Print Name:______________________
Its:_____________________________
SCHEDULE OF PAYMENTS
PER JANUARY________, 1999 ASSET PURCHASE AGREEMENT
BETWEEN HOMELIFE HIGHER STANDARDS AND HOMELIFE BUILDES REATLY, INC.
PAYMENT AMOUNT DUE DATE
(1) $4000.00
(2) $4000.00
(3) $4000.00
(4) $4000.00
(5) $4000.00
(6) $4000.00
(7) $4000.00
(8) $4000.00
(9) $4000.00
(10) $4000.00
(11) $4000.00
(12) $4000.00
(13) $4000.00
(14) $4000.00.
(15) $6000.00
TOTALS: $62000.00
