ASSET PURCHASE AGREEMENT
AGREEMENT,
dated as of January 5, 2007, which shall be effective as of December 29, 2006
among Globalnet Corporation, a Nevada corporation with offices at 0000 Xxxxx
Xxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxx 77054("Globalnet"), and Dibz International,
Inc., a Delaware corporation with offices at 9595 Six Pines - Market Street,
Building 8, Xxxxx 0, Xxx Xxxxxxxxx, XX 00000 (the "Dibz").
RECITALS
A.
Globalnet
is the borrower of $3,000,000 worth of indebtedness held by New Millennium
Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and
AJW Partners, LLC.
B. Dibz
desire to acquire such debt from Globalnet in consideration for certain assets
of Dibz.
C. Globalnet
desires to sell the same to Dibz.
NOW,
THEREFORE,
in
consideration of the mutual representations, warranties, covenants and
agreements herein set forth, the parties hereto hereby agree as
follows:
1.
Sale of Assets.
Subject
to the terms and conditions of this Agreement, at the closing under this
Agreement (the "Closing"), Dibz shall sell, convey, assign, transfer and deliver
to Globalnet, and Globalnet shall purchase, acquire and accept from Dibz the
non-exclusive right, title, and interest in and to a copy of all the iDialDirect
technology set forth on Exhibit A (the "Assets")
Both
Globalnet and Dibz acknowledge that Dibz shall retain a copy of all the Assets
set forth on Exhibit A. In the event that either party shall make any
modifications to any of the Assets after the date of this Agreement, such party
shall retain the exclusive right to such modifications.
2.
Purchase Consideration.
In
consideration of the purchase and sale of the Assets, Globalnet shall convey
all
rights, title and interest to Three Million Dollars worth of indebtedness held
by New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW
Offshore, Ltd. and AJW Partners, LLC (the “Purchase
Consideration”)
to
Dibz at the Closing. Furthermore, Dibz shall
be
entitled to use up to $50,000 worth of services per month, on a non-cumulative
basis, to be provided by Globalnet pursuant to an operating agreement entered
into contemporaneously with the execution of this Agreement. A copy of such
operating agreement is attached hereto as Exhibit C.
It
is
expressly understood that neither party shall not assume, pay or be liable
for
any liability or obligation of either party of any kind or nature at any time
existing or asserted, whether, known, unknown, fixed, contingent or otherwise,
not specifically assumed herein by such party.
3.
Closing.
3.1
Place
and Time.
The
Closing shall take place at the offices of Sichenzia Xxxx Xxxxxxxx Xxxxxxx
LLP,
1065 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00
a.m.
on January 5, 2007, or at such other time or place as Purchaser and Seller
may
mutually agree as may be evidenced by their effecting the Closing (the "Closing
Date").
3.2
Deliveries
by Globalnet.
At the
Closing, Globalnet shall deliver the following to the Dibz:
(a)
the
Purchase Consideration in the form of a promissory note in the name of Dibz
for
Three Million Dollars (the “Note”).
(b) All
other
documents, certificates, instruments or writings reasonably required by Dibz
to
be delivered by Seller at or prior to the Closing pursuant to this
Agreement.
(c) A
waiver
from New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC,
AJW
Offshore, Ltd. and AJW Partners, LLC as to the transfer of the Purchase
Consideration to Dibz.
(d) Such
deeds, bills of sale, assignments and other instruments of conveyance and
transfer, and such powers of attorney, as shall be effective to vest in Dibz
title to or other interest in, and the right to full custody and control of,
the
Purchase Consideration, free and clear of all liens, charges, encumbrances
and
security interests whatsoever including, but not limited to, the Letter
Agreement annexed hereto as Exhibit
3.2(d).
3.3
Deliveries
by Dibz.
At the
Closing, Globalnet shall deliver the following to the Dibz:
(a) A
copy of
all of the Assets including without limitation all books and records related
thereto and/or the rights to take possession thereof.
(b) All
other
documents, certificates, instruments or writings reasonably required by Seller
to be delivered by Purchaser at or prior to the Closing pursuant to this
Agreement.
3.4 Proceedings.
All
proceedings which shall be taken and all documents which shall be executed
and
delivered by the parties on the Closing Date shall be deemed to have been taken
and executed simultaneously, and no proceeding shall be deemed taken nor any
documents executed or delivered until all have been taken, executed and
delivered.
3.5 Conditions
to Dibz' Obligations.
The
obligations of Dibz to effect the Closing shall be subject to the satisfaction
at or prior to the Closing of the following conditions, any one or more of
which
may be waived by Purchaser:
(a) There
shall not be in effect any injunction, order or decree of a court of competent
jurisdiction that prohibits or delays consummation of any or all of the
transactions contemplated in this Agreement nor shall any proceeding seeking
any
of the foregoing have been commenced.
(b) The
representations and warranties of Globalnet set forth in this Agreement shall
be
true and correct in all material respects as of the date of this Agreement
and
as of the Closing Date as though made at such time.
(c) Globalnet
shall have performed and complied in all material respects with the agreements
contained in this Agreement required to be performed and complied with by it
prior to or at the Closing.
(d) Dibz
shall have received a certificate to the effect set forth in clauses (b) and
(c)
above signed by Globalnet.
3.6 Conditions
to Globalnet's Obligations.
The
obligations of Globalnet to effect the Closing shall be subject to the
satisfaction at or prior to the Closing of the following conditions, any one
or
more of which may be waived by Globalnet:
(a) There
shall not be in effect any injunction, order or decree of a court of competent
jurisdiction that prohibits or delays the consummation of any or all of the
transactions contemplated herein nor shall any proceeding seeking any of the
foregoing have been commenced.
(b) The
representations and warranties of Dibz set forth in this Agreement shall be
true
and correct in all material respects as of the date of this Agreement and as
of
the Closing Date as though made at such time.
(c) Dibz
shall have performed and complied in all material respects with the agreements
contained in this Agreement required to be performed and complied with by it
prior to or at the Closing.
(d) Globalnet
shall have received a certificate to the effect set forth in clauses (b) and
(c)
above signed by the Dibz.
4.
Representations and Warranties of Globalnet.
Globalnet hereby represents and warrants to Dibz as follows:
| 4.1 |
No
Conflicts.
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(a) Globalnet
has the right, power, authority and capacity to execute and deliver this
Agreement and to perform its obligations under this Agreement.
(b) Neither
the execution, delivery or performance of this Agreement by Globalnet nor the
consummation by Globalnet of the transactions contemplated hereby will, directly
or indirectly (with or without notice or lapse of time or both):
(i)
contravene,
conflict with or result in a violation or breach of (A) any legal requirement
or
any governmental order to which Globalnet or any of the properties or assets
owned or used by Globalnet may be subject, or (B) any authorization, license
or
permit of any governmental authority, including any private investigatory
license or other similar license, which is held by Globalnet or that otherwise
relates to the business of, or any of the assets owned or used by Globalnet;
(ii)
result
in
a violation or breach of or constitute a default, give rise to a right of
termination, cancellation or acceleration, create any entitlement to any payment
or benefit or require the consent or approval of or any notice to or filing
with
any third party under any contract to which Globalnet is a party or to which
his
or his properties or assets may be bound, or require the consent or approval
of
or any notice to or filing with any governmental authority to which the
Globalnet or his properties or assets may be subject; or
(iii)
result
in
the imposition or creation of any encumbrance upon or with respect to any of
the
properties or assets owned or used by Globalnet.
4.2 No
Undisclosed Liabilities.
Globalnet
has no material liabilities or obligations of any nature (whether absolute,
accrued, contingent, or otherwise) with respect to the Purchase Consideration
except for liabilities or obligations which have previously been disclosed
to
Dibz and current liabilities incurred in the ordinary course of business, which
current liabilities are consistent with the representations and warranties
contained in this Agreement and will not, individually or in the aggregate,
have
a material adverse change in the business, operations, properties, prospects,
liabilities, results of operations, assets or condition (financial or otherwise)
of Globalnet.
4.3 Taxes.
Globalnet has properly and timely filed all federal, state and local Tax returns
and has paid all Taxes, assessments and penalties due and payable. All such
Tax
returns were complete and correct in all respects as filed, and no claims have
been assessed with respect to such returns. There are no present, pending,
or
threatened audit, investigations, assessments or disputes as to Taxes of any
nature payable by the Seller, nor any Tax liens whether existing or inchoate
on
any of the assets of the Seller, except for current year Taxes not presently
due
and payable. The federal income Tax returns of the Seller have never been
audited. No IRS or foreign, state, county or local Tax audit is currently in
progress. The Globalnet has not waived the expiration of the statute of
limitations with respect to any Taxes. There are no outstanding requests by
the
Globalnet for any extension of time within which to file any Tax return or
to
pay Taxes shown to be due on any Tax return. Other than with respect to
Globalnet, Globalnet is not liable for Taxes of any other person or entity
or is
currently under any contractual obligation to indemnify any person or entity
with respect to Taxes or is a party to any Tax sharing agreement or any other
agreement providing for payments by the Seller with respect to Taxes.
For
purposes of this Agreement, the term “Tax” shall mean any United States federal,
national, state, provincial, local or other jurisdictional income, gross
receipts, property, sales, use, license, excise, franchise, employment, payroll,
estimated, alternative or add-on minimum, ad valorem, transfer or excise tax,
or
any other tax, custom, duty, governmental fee or other like assessment or charge
imposed by any governmental authority, together with any interest or penalty
imposed thereon.
4.4 Compliance
with Law; Governmental Authorizations.
To the
best of Globalnet’s knowledge, Globalnet is in compliance with all federal,
state and local laws, authorizations, licenses and permits of any governmental
authority and all governmental orders affecting the properties and assets of
Globalnet, including federal, state and local: (i) Occupational Safety and
Health Laws; (ii) private investigatory and other similar laws; (iii) the Fair
Credit Reporting Act and similar state and local laws; and (iv) laws regarding
or relating to trespass or violation of privacy rights. Globalnet has not been
charged with violating, nor to the knowledge of Globalnet, threatened with
a
charge of violating, nor, to the knowledge of Globalnet, is Globalnet under
investigation with respect to a possible violation of any provision of any
federal, state or local law relating to any of, properties or
assets.
4.5 Effect
of Agreement.
This
Agreement has been duly executed and delivered by Globalnet and constitutes,
and
such other agreements and instruments to be executed by Globalnet pursuant
hereto, when so duly executed and delivered, will constitute, legal, valid
and
binding obligations of Globalnet, enforceable in accordance with their
respective terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization, receivership, moratorium or other similar laws
relating to or affecting the rights of creditors generally and by general equity
principles (regardless of whether such enforcement is considered in a proceeding
in equity or at law).
4.6
Broker's
Fees.
Globalnet has not employed any broker or finder or incurred any liability for
any broker's or finder's fees or commissions in connection with this Agreement
or the transactions contemplated herein.
4.7 Title
to Purchase Consideration.
After
giving effect to the transactions contemplated by this Agreement, Dibz will
have
good and valid title to the Purchase Consideration, free and clear of all,
liens, encumbrances, restrictions, security interests, mortgages, and claims
(including any related to duty or customs), except with respect to any of the
foregoing which may be incurred by Dibz.
4.7 Disclosure.
No
representation or warranty by Globalnet in this Agreement, nor in any
certificate, schedule or exhibit delivered or to be delivered pursuant to this
Agreement contains or will contain any untrue statement of material fact, or
omits or will omit to state a material fact necessary to make the statements
herein or therein, in light of the circumstances under which they were made,
not
misleading.
4.8 Legal
Proceedings.
There
is no pending claim, action, investigation, arbitration, litigation, suit or
other proceeding (“Proceeding”):
(a)
that
has been commenced by or against the Globalnet or that otherwise relates to
or
may affect the business of, or any of the properties or assets owned, held
or
used by, the Globalnet; or
(b)
that
challenges, or that may have the effect of preventing, delaying, making illegal,
or otherwise interfering with, any of the transactions contemplated hereby.
To
the
knowledge of the Globalnet, (A) no such Proceeding has been threatened, and
(B)
no event has occurred or circumstance exists that may give rise to or serve
as a
basis for the commencement of any such Proceeding.
5.
Representations and Warranties of Dibz.
Dibz
hereby represents and warrants to Globalnet as follows:
5.1 Effect
of Agreement.
This
Agreement has been duly executed and delivered by Dibz and constitutes, and
each
other agreement, document or instrument to be executed by Dibz pursuant hereto,
when so duly executed and delivered, will constitute, legal, valid and binding
obligations of Dibz, enforceable against Dibz in accordance with their terms,
except as such enforcement may be limited by bankruptcy, insolvency,
reorganization, receivership, moratorium or other similar laws relating to
or
affecting the rights of creditors generally and by general equity principles
(regardless of whether such enforcement is considered in a proceeding in equity
or at law).
5.2
Knowledge.
Dibz
have not relied on any representations or warranties of any Globalnet or any
agent of any Globalnet, whether implied or otherwise, other than those expressly
made by Globalnet in this Agreement, in making its determination to enter into
and consummate this Agreement.
5.3
Broker's
Fees.
Dibz
have not employed any broker or finder or incurred any liability for any
broker's or finder's fees or commissions in connection with this Agreement
or
the transactions contemplated herein.
6. Pre-Closing
Covenants.
6.1 Compliance
with Conditions.
The
parties hereto shall use their best efforts to cause the Closing to be
consummated and to cause the execution and delivery of the documents referred
to
in Section 3 hereof and to bring about the satisfaction of the conditions to
the
obligations of the parties hereto set forth in Section 3, herein.
6.2 Update
of Exhibits.
From
and after the date hereof and up to the Closing Date, the parties hereto shall
update the exhibits to this Agreement to the extent necessary to make such
exhibits true and accurate as of the Closing Date and shall deliver copies
of
such updated exhibits to Globalnet or Dibz, as the case may be, immediately
upon
their preparation.
6.3 Consents.
From
and after the date hereof, the parties hereto shall use their best efforts
to
obtain all of the certificates, authorizations, consents or approvals required
as set forth in Section 3 hereof. Evidence of such certificates, authorizations,
consents or approvals shall be delivered to Globalnet or Dibz, as the case
may
be, on or prior to the Closing.
6.4 Business
Practices.
From
and after the date hereof and up to the Closing Date, Globalnet shall continue
to run the business of Globalnet in a manner consistent with past business
practices including the satisfaction of all of its then current obligations.
7. Indemnifications
by Seller and Purchaser.
7.1 Indemnification
by Globalnet.
Globalnet shall indemnify and hold harmless Dibz and shall reimburse Dibz for
any loss, liability, claim, damage, expense (including, without limitation,
costs of investigation and defense and reasonable attorney's fees) or diminution
of value (collectively, "Damages") arising from or in connection
with:
(a) any
inaccuracy in any of the representations and warranties of Globalnet
in
this
Agreement or in any certificate delivered by Globalnet
pursuant
to this Agreement, or any actions, omissions or state of facts inconsistent
with
any such representation or warranty (for purposes of this clause (a), each
schedule and exhibit to this Agreement shall be deemed a representation and
warranty);
(b) any
failure by Globalnet
to
perform or comply with any agreement made by it under this
Agreement;
(c) any
operations or business conducted, commitment made, service rendered or condition
existing or any action taken or omitted by or on behalf of Globalnet,
except
for any claims for which Dibz is required to indemnify Globalnet
pursuant
to Section 7.2 herein;
(d) any
claim
by any person for brokerage or finder's fees or commissions or similar payments
based upon any agreement or understanding alleged to have been made by any
such
person with Globalnet
(or any
person acting on its behalf) in connection with any of the transactions
contemplated herein; and
(e) Globalnet’s
failure
to comply with the "Bulk Sales Laws" under the Uniform Commercial
Code;
provided,
however,
that
(i) Globalnet
shall
have no obligation to indemnify Dibz for Damages until the aggregate Damages
exceed $20,000 and, in such event, for the full amount of such Damages, (ii)
Globalnet's
aggregate liability for Damages shall in no event exceed the Purchase
Consideration, and (iii) Globalnet
shall
have no obligation to indemnify Dibz for any claims made by Dibz under this
Section 7.1 after twenty four (24) months after the Closing Date.
7.2 Indemnification
by Purchaser.
Dibz
shall indemnify and hold harmless Globalnet,
and
shall reimburse Globalnet
for
any
Damages arising from or in connection with:
(a) any
inaccuracy in any of the representations and warranties of Dibz in this
Agreement or in any certificate delivered by Dibz pursuant to this Agreement,
or
any actions, omissions or state of facts inconsistent with any such
representation or warranty (for purposes of this clause (a), each schedule
and
exhibit to this Agreement shall be deemed a representation and
warranty);
(b) any
failure by Dibz to perform or comply with any agreement made by it under this
Agreement;
(c) any
claim
by any person for brokerage or finder's fees or commissions or similar payments
based upon any agreement or understanding alleged to have been made by such
person with Dibz (or any person acting on its behalf, regardless of whether
such
person purported to act on behalf of Globalnet)
in
connection with any of the transactions contemplated in this Agreement;
and
(d) obligations
with respect to any product liability associated with the Equipment for the
period after the Closing Date;
provided,
however,
that
(i) Dibz shall have no obligation to indemnify Globalnetfor
Damages until the aggregate Damages exceed $20,000 and, in such event, for
the
full amount of such Damages, (ii) Dibz’s aggregate liability for Damages shall
in no event exceed the Purchase consideration, and (iii) Dibz shall have no
obligation to indemnify Globalnetfor
any
claims made by any Globalnet
under
this Section 7.2 after twenty four (24) months after the Closing
Date.
7.3 Procedure
for Indemnification.
Promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof
of notice of the commencement of any action or assertion of any claim, such
indemnified party shall, if a claim in respect thereof is to be made against
an
indemnifying party under such Section, give notice to the indemnifying party
of
the commencement or assertion thereof, but the failure so to notify the
indemnifying party shall not relieve it of any liability that it may have to
any
indemnified party except to the extent the indemnifying party demonstrates
that
the defense of such action is materially prejudiced thereby. If any such action
shall be brought against an indemnified party and it shall give notice to the
indemnifying party of the commencement thereof, the indemnifying party shall
be
entitled to participate therein and, to the extent that it shall wish, to assume
the defense thereof with counsel satisfactory to such indemnified party and,
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not
be
liable to such indemnified party under such Section for any fees of other
counsel or any other expenses, in each case subsequently incurred by such
indemnified party in connection with the defense thereof, other than reasonable
costs of investigation. If an indemnifying party assumes the defense of such
an
action:
(a) no
compromise or settlement thereof may be effected by the indemnifying party
without the indemnified party's consent which shall not be unreasonably withheld
unless (i) there is no finding or admission of any violation of law or any
violation of the rights of any person and no effect on any other claims that
may
be made against the indemnified party and (ii) the sole relief provided is
monetary damages that are paid in full by the indemnifying party;
and
(b) the
indemnifying party shall have no liability with respect to any compromise or
settlement thereof effected without its consent. If notice is given to an
indemnifying party of the commencement of any action and it does not, within
ten
(10) business days after the indemnified party's notice is given, give notice
to
the indemnified party of its election to assume the defense thereof, the
indemnifying party shall be bound by any determination made in such action
or
any compromise or settlement thereof effected by the indemnified party.
Notwithstanding the foregoing, if an indemnified party determines in good faith
that there is a reasonable probability that an action may materially and
adversely affect it or its affiliates other than as a result of monetary
damages, such indemnified party may, by notice to the indemnifying party, assume
the exclusive right to defend, compromise or settle such action at its cost
or
expense, but the indemnifying party shall not be bound by any determination
of
an action so defended or any compromise or settlement thereof effected without
its consent (which shall not be unreasonably withheld).
8. Miscellaneous.
8.1 Bulk
Sales Laws:
The
parties hereto hereby agree to waive compliance with "Bulk Sales Laws" under
the
Uniform Commercial Code and the related notice provisions thereof.
8.2 Survival.
All
representations, warranties and agreements contained in this Agreement or in
any
certificate delivered pursuant to this Agreement shall survive eighteen (18)
months after Closing.
8.3 Waivers
and Amendments.
(a) This
Agreement may be amended, modified or supplemented only by a written instrument
executed by the parties hereto. The provisions of this Agreement may be waived
only by an instrument in writing executed by the party granting the waiver.
No
action taken pursuant to this Agreement, including without limitation, any
investigation by or on behalf of any party, shall be deemed to constitute a
waiver by the party taking such action of compliance with any representation,
warranty, covenant or agreement contained herein. The waiver by any party hereto
of a breach of any provision of this Agreement shall not operate or be construed
as a further or continuing waiver of such breach or as a waiver of any other
or
subsequent breach.
(b) No
failure on the part of any party to exercise, and no delay in exercising any
right, power or remedy hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of such right, power or remedy by such party
preclude any other or further exercise thereof or the exercise of any other
right, power or remedy. All remedies hereunder are cumulative and are not
exclusive of any other remedies provided by law.
8.4 Fees
and Expenses.
Each
party shall be responsible for its respective fees and expenses incurred in
connection with this transaction.
8.5 Notices.
All
notices, requests, demands and other communications that are required or may
be
given under this Agreement shall be in writing and shall be deemed to have
been
duly given or made: if by hand, immediately upon delivery; if by telex,
telecopier, telegram or similar electronic device, immediately upon sending,
provided it is sent on a business day, but if not, then immediately upon the
beginning of the first business day after being sent; if by Federal Express,
Express Mail or any other overnight delivery service, on the first business
day
after dispatch; if by registered or certified mail, return receipt requested,
upon receipt by the addressee. All notices, requests and demands are to be
given
or made to the parties at the following addresses (or to such other address
as
either party may designate by notice in accordance with the provisions of this
paragraph):
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If
to Seller:
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Globalnet
Corporation
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0000
Xxxxx Xxxx Xxxx, Xxxxx 000,
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Xxxxxxx,
Xxxxx 00000
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Telephone:
(000) 000-0000
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Fascimile:
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If
to Purchaser:
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Dibz
International, Inc.,
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9595
Six Pines - Market Street, Building 8, Xxxxx 0,
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Xxx
Xxxxxxxxx, XX 00000
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Telephone:
000-000-0000
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Facsimile:
832-631-6001
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Attn:
Xxxx Xxxx
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With
a copy to:
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Sichenzia
Xxxx Xxxxxxxx Xxxxxxx LLP
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1065
Avenue of the Xxxxxxxx, 00xx Xxxxx
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Xxx
Xxxx, Xxx Xxxx 00000
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Attn:
Xxxxxxx Xxxxxxxxx, Esq.
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Telephone:
(000) 000-0000
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Facsimile:
(000) 000-0000
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8.6 Entire
Agreement.
This
Agreement and the schedules and exhibits hereto set forth the entire agreement
and understanding between the parties hereto with respect to the subject matter
hereof and supersede any prior negotiations, agreements, letters of intent,
understandings or arrangements between the parties hereto with respect to the
subject matter hereof.
8.7 Binding
Effect, Benefits, Construction.
This
Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective successors. Nothing in this Agreement, expressed or
implied, is intended to confer on any person other than the parties hereto,
or
their respective successors, any rights, remedies, obligations or liabilities
under or by reason of this Agreement.
8.8 Non-Assignability.
This
Agreement and any rights pursuant hereto shall not be assignable by any party
hereto without the prior written consent of the other party.
8.9 Arbitration.
The
parties hereto shall attempt to resolve any dispute, controversy, difference
or
claim arising out of or relating to this Agreement by negotiation in good faith.
If such good negotiation fails to resolve such dispute, controversy, difference
or claim within fifteen (15) days after any party delivers to any other party
a
notice of its intent to submit such matter to arbitration, then any party to
such dispute, controversy, difference or claim may submit such matter to
arbitration with the American Arbitration Association in the City of New York,
New York.
8.10 Applicable
Law, Venue, Jurisdiction.
All
questions concerning the construction, validity, enforcement and interpretation
of the Agreement shall be governed by and construed and enforced in accordance
with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal
proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by this Agreement (whether brought against a party
hereto or its respective affiliates, directors, officers, shareholders,
employees or agents) shall be commenced exclusively in the state and federal
courts sitting in the City of New York. Each party hereby irrevocably submits
to
the exclusive jurisdiction of the state and federal courts sitting in the City
of New York, borough of Manhattan for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or
discussed herein, and hereby irrevocably waives, and agrees not to assert in
any
suit, action or proceeding, any claim that it is not personally subject to
the
jurisdiction of any such court, that such suit, action or proceeding is improper
or inconvenient venue for such proceeding. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof via registered or certified
mail or overnight delivery (with evidence of delivery) to such party at the
address in effect for notices to it under this Agreement and agrees that such
service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. The parties hereby waive all
rights to a trial by jury. If either party shall commence an action or
proceeding to enforce any provisions of the Agreement, then the prevailing
party
in such action or proceeding shall be reimbursed by the other party for its
attorneys’ fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such action or proceeding
8.11 Section
and Other Headings.
The
section and other headings contained in this Agreement are for reference
purposes only and shall not affect the meaning or interpretation of this
Agreement.
8.12 Counterparts.
This
Agreement may be executed in any number of counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument.
IN
WITNESS WHEREOF,
Globalnet and Dibz have caused this Agreement to be signed by their duly
authorized respective officers all as of the date first written
above.
| Globalnet Corporation, a Nevada corporation | ||
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| By: | ||
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Name:
Xxxx Xxxxxxxxxx
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Title:
President
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| Dibz International, Inc., a Delaware Corporation | ||
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| By: | ||
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| Title: Chief Executive Officer | ||
Exhibit
A
Assets
All
assets of IdialDirect, a wholly owned subsidiary of the Company
Exhibit
B
XXXX
OF SALE
WHEREAS,
Globalnet Corporation, a Nevada corporation ("Seller"), and Dibz International,
Inc., a Delaware corporation (the "Purchaser"), have entered into an Asset
Purchase Agreement, dated as of January 5,, 2007, which shall be effective
December 29, 2006 (the "Agreement"), pursuant to which Seller has agreed to
sell
to Purchaser, and Purchaser have agreed to purchase from Seller the "Assets"
(as
defined in the Agreement);
NOW,
THEREFORE, Seller, for good and valuable consideration paid to it, and pursuant
to the provisions of the Agreement, which are hereby incorporated by reference
herein, have granted, bargained, sold, conveyed, assigned, released, transferred
and delivered, and by these presents do grant, bargain, sell, convey, assign,
release, transfer and deliver unto Purchaser, its successors and assigns, to
have and hold the same forever, the Assets.
Seller,
for itself and its successors and assigns, does hereby convey to Purchaser
good
and marketable title to the Assets free and clear of all liens, liabilities,
claims and encumbrances, except as provided in the Agreement or as may have
been
created by Purchaser, and do for its successors and assigns covenant and agree
to warrant and defend the sale of the Assets to Purchaser, its successors and
assigns, against all and every person.
No
other
warranty or representation, except as expressly made by Seller in the Agreement
or in this Xxxx of Sale, is made by Seller, nor shall any be
implied.
IN
WITNESS WHEREOF, Seller has caused this instrument to be executed by its duly
authorized officers this 5thday of January, 2007, to become effective on
December 29, 2006.
|
GLOBALNET
CORPORATION
A
Nevada Corporation
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| By: | ||
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| Title: | ||
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DIBZ
INTERNATIONAL, INC.
A Delaware Corporation
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| By: | ||
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| Title: | ||
