Assets Transfer Agreement
This assets transfer agreement ("this Agreement") is made between and by
the following parties in Costa Mesa, California on April 20, 2005.
Party A: Anza Capital and Xxxxxxx Xxxxxxxx
Address: 0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxx, Xxxxxxxxxx 00000
Party B: Bravoreal, Inc.
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxx, Xxxxxxxxxx 00000
WHEREAS, Party A agrees to assign to Party B all assets and interests
known as Bravo Real Estate Network, Xxxxxxxxxxx.xxx and all such other
derivatives thereof controlled or owned by Party A, Party B agrees to accept
said assets in exchange for all its assets and interests in American Union
Escrow; therefore, the Parties reach the following Agreement:
ARTICLE 1
The Parties agree that they will complete all the procedures necessary for
the transfer of the assets listed above upon execution of this Agreement, which
include but are not limited to the hand-over of certification of ownership for
such assets and the handling of registration procedures, corporate documents and
related transfer filings as may be required.
ARTICLE 2
The Party's signatory hereto agree that the transfer of assets between
them is full consideration for said transfer and no fees or monetary
compensation of any nature are involved or required.
ARTICLE 3
The parties agree that the title of the assets listed above will be
transferred simultaneously to each other on upon execution of this Agreement.
The Party's further agree that they shall be mutually responsible for all the
liabilities and risks involving the title transfer of the assets listed above
prior to such transfer (no matter such liabilities and risks are claimed before
or after the transfer of such title), and for which each shall bear their
respective liabilities and obligations.
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ARTICLE 4
Representation and Guarantee
4.1 Party represents and guarantees as follows:
(a) The Party's represent that the respective assets of the entities are
lawfully incorporated and validly operating pursuant to the their
respective states of incorporation.
(b) By executing and performing this Agreement, The party's do not
violate the relevant laws and contracts that have a binding force on
the respective assets and entities, and have obtained the proper
authorization and all the necessary approval of executing and
performing this Agreement; and
(c) The Party's are entitled to the ownership of the assets listed above
and have not encumbered or bound same to any third party's interests
against such ownership, nor is their any claim that imposes any
obstacle to the Party's for the obtainment of the title of such
assets.
ARTICLE 5
Liability for Breach of Agreement
If one party to this Agreement ("the Breaching Party") fails to implement
its obligations under this Agreement (including violation of the provisions
involving representation and guarantee), and fails to adopt effective measures
to correct such violation within a reasonable time frame and upon receipt of a
written notice by the other party ("the Non-Breaching Party") for such
correction within the stipulated time, the non-breaching party has the right to
terminate this Agreement and claim compensation from the breaching party for the
losses sustained there from.
ARTICLE 6
Settlement of Dispute
The parties through personal negotiations shall settle any dispute arising
out of or in connection with this Agreement. If it cannot be settled through
said negotiations, either party may submit the said dispute to the National
Arbitration Association, Orange County Chapter for binding arbitration. The
arbitration award shall be final and binding on the parties.
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ARTICLE 7
Force Majeure
A force majeure event refers to any event that cannot be foreseen and its
occurrence and consequences cannot be avoided or overcome at the time when this
Agreement is executed. Any party to this Agreement shall not bear the
liabilities for breach of this Agreement if it is prevented from implementing
all or any part of the responsibilities associated with the provisions of this
Agreement. The party that is affected with such a force majeure event shall
notify the other party of the effects of such event within three (3) business
days after its occurrence, and present certification of said occurrence.
ARTICLE 8
Separability of Agreement
If any article or section of this Agreement becomes invalid or
unenforceable, it will not affect the validity and enforceability of other
articles or sections.
ARTICLE 9
Miscellaneous
9.1 This Agreement shall come to force upon execution by the authorized
representatives of the parties and fixation of their signatures as of the
date first seen in this Agreement.
9.2 This Agreement has two original copies, of which each party holds one, and
they are equally authentic.
(Official Seal)
For Anza Capital, Inc. & Xxxxxxx Xxxxxxxx
/s/ Xxxxxxx Xxxxxxxx
--------------------
(Signature)
For Bravoreal, Inc.
/s/ Xxxxx Xxxxxxxxxx
--------------------
(Signature)
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