EXHIBIT 10.1
ASSET SALE AND PURCHASE AGREEMENT
THIS ASSET SALE AND PURCHASE AGREEMENT (the "Agreement") is made with
effect this 19th day of October, 2005 between Quest Manufacturing, Inc., an
Illinois corporation (the "Purchaser"), and Xxxxxxx Xxx, Inc. a Nevada
corporation's on behalf of its subsidiary Silicon Film Technologies, Inc. (the
"Seller"). The Purchaser and Seller are sometimes hereafter collectively
referred to as the "parties".
WHEREAS, the Seller desires to sell to the Purchaser, and the Purchaser
desires to purchase from the Seller, such property as described hereto in
accordance with the terms and conditions of this Agreement; and
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein contained, the parties agree as follows:
1. SALE. The Seller hereby sells, assigns, and transfers, conveys and
delivers to the Purchaser all right, title, and interest in and to, and the
Purchaser hereby purchases, the assets described on the attached EXHIBIT 1 (the
"Assets").
2. PURCHASE PRICE. In consideration of the sale, assignments,
transfers, conveyances and deliveries described in this Agreement, the Purchaser
agrees to pay to the Seller, and Purchaser shall accept, in full payment for the
Assets the sum of $48,231.38 payable in one lump sum at the time of the
execution of the Agreement less the assumption of any lease obligations (such
time referred to as the "Closing Date"), the receipt of which is hereby
acknowledged.
If payment is made by check:
Payable to: Xxxxxxx Xxx, Inc.
C/O American Chartered Bank
0000 Xxxxxxxxxxx Xxxx
Xxxxxxx Xxxxx, XX 00000
Attn: Xxx Xxxx/Xxxxxxx Xxxxxxx
If Payment is made by wire transfer:
American Chartered Bank
0000 X. Xxxxxxx Xx.
Xxxxxxxxxx, XX 00000
ABA #xxxx-xxxx-x
Beneficiary name and account # Xxxxxxx Xxx, Inc. xxxxxxx
Contact name: Xxxxxxx Xxxxxx (000) 000-0000
3. ASSUMED LIABILITIES. Except for the liabilities covered by Seller's
indemnification obligations in Section 4, below, Purchaser hereby assumes all
liabilities, contingent or otherwise, related to the Assets.
4. INDEMNIFICATION. (a) The Seller agrees to indemnify and hold the
Purchaser harmless against any and all pre-closing liabilities related to the
Assets, except for ordinary course accrued liabilities that are not past due.
(b) The Purchaser agrees to indemnify and hold the Seller harmless
against any and all post-closing liabilities related to the Assets.
In the event that any claim is asserted against a party hereto as to
which such party is entitled to indemnification hereunder, such party shall as
promptly as possible and in any case within 10 days after learning of such claim
notify in writing the party obligated to indemnify it.
5. REPRESENTATIONS AND WARRANTIES. (a) The Seller represents and
warrants that:
(i) It has the corporate power to enter into the
Agreement and perform its obligations hereunder.
(ii) The execution, delivery and performance of the
Agreement, and all other agreements, instruments and
documents required to be delivered hereunder will not
violate any provisions of the corporate charter or
by-laws of the Seller, any agreement or instrument to
which the Seller is a party or by which it is bound,
or any order, judgment or decree of any court or
other governmental or regulatory authority, or any
statute, law or regulation to which Seller is
subject.
(iii) THE ASSETS ARE BEING SOLD ON AN "AS-IS, WHERE-IS"
BASIS. SELLER DISCLAIMS ANY REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE
PURCHASED ASSETS, INCLUDING ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
(b) The Purchaser represents and warrants that:
(i) It has the corporate power to enter into the
Agreement and perform its obligations hereunder.
(ii) The execution, delivery and performance of the
Agreement, and all other agreements, instruments and
documents required to be delivered hereunder will not
violate any provisions of the corporate charter or
by-laws of the Seller, any agreement or instrument to
which the Seller is a party or by which it is bound,
or any order, judgment or decree of any court or
other governmental or regulatory authority, or any
statute, law or regulation to which Seller is
subject.
(iii) It shall timely pay, discharge and indemnify the
Seller against the Assumed Liabilities.
6. CLOSING DELIVERIES. On the Closing Date, Purchaser shall deliver the
Purchase Price to the Seller and Seller shall deliver all of the Assets to the
Purchaser, together with a Xxxx of Sale in the form of the attached EXHIBIT 2.
7. BENEFIT. The Agreement shall inure for the benefit of, and be
binding upon, the parties hereto and their permitted successors and assigns, and
not for the benefit of any other person or entity.
8. FURTHER ASSURANCES. Each party hereto shall execute and deliver such
further instruments and do such further acts as may be required or useful to
carry out the intent and purposes of the Agreement and that are not inconsistent
with the terms of the Agreement.
9. NOTICES. All notices and other communications required or permitted
to be given pursuant to the Agreement shall be in writing and shall be
considered as properly given and made upon personal delivery, delivery by
nationally reputable overnight courier, or on the third business day after
mailing from within the United States by first class certified or registered
mail, return receipt requested, postage prepaid, all addressed as follows:
If to Purchaser: Quest Manufacturing, Inc.
0000 Xxxxxx Xxxxx Dr. Unit F
XX Xxx 000
Xxxxxx Xxxxx, XX 00000
Attn: President
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If to Seller: Xxxxxxx Xxx, Inc.
C/O Levenfeld Xxxxxxxxxx LLC
000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xx 00000
Attn: Xxxxxx X. Xxxxx
A party hereto may change its address by notice in accordance with this
paragraph.
11. REMEDIES; GOVERNING LAW AND VENUE. All rights and remedies provided
herein shall be in addition to and not in substitution of all other rights and
remedies available to a party at law or in equity. The Agreement shall be
governed by and construed in accordance with the law of the State of Illinois,
without regard to its conflict of law rules. Any claim or suit involving the
Agreement or any agreement or transaction contemplated thereby shall be brought
in and decided by courts sitting in Xxxx County, Illinois.
12. SEVERABILITY. The invalidity or unenforceability of any provision
of the Agreement shall not affect the validity or enforceability of any other
provision of the Agreement, which shall remain in full force and effect. If any
provision of this Agreement is for any reason held by a court of competent
jurisdiction to be invalid or unenforceable, the Agreement shall be construed to
make it valid and enforceable.
13. AMENDMENT. The Agreement may not be modified or amended except by
an instrument in writing signed by the parties.
14. COUNTERPARTS; FACSIMILE SIGNATURES. The Agreement may be executed
in several counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same instrument. Signatures
transmitted by facsimile shall be considered authentic and legally binding.
15. ENTIRE AGREEMENT. The Agreement, including exhibits, supplements
and other attachments to it, contains the entire agreement and understanding
between the parties with respect to the subject matter hereof and supersedes any
prior agreement (whether written or oral) and understanding on such subject
matter.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
XXXXXXX XXX, INC. ON BEHALF OF ITS SUBSIDIARY
SILICON FILM TECHNOLOGIES, INC. QUEST MANUFACTURING, INC.
By: /s/ Xxxxxxxxx X. XxXxxx By: /s/ Xxxx X. Xxxxxxx
----------------------- --------------------
Xxxxxxxxx XxXxxx Xxxx Xxxxxxx
President President
"Official Seal" "Official Seal"
Notary Public State of Illinois Notary Public State of Illinois
XXXX XXXXXXX XXXX XXXXXXX
COMMISSION EXPIRES 03/12/08 COMMISSION EXPIRES 03/12/08
/s/ Xxxx Xxxxxxx /s/ Xxxx Xxxxxxx
10/28/05 10/28/05
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EXHIBIT 1
ASSETS
------
Exhibit 1
Quantity Description Price Each Amount
2 5 Drawer file cabinet $ 236.40 $ 472.80
1 Conference Table 10 x 4 $ 749.75 $ 749.75
3 Conference room display cabinets $ 150.00 $ 450.00
1 HON Round Table $ 97.50 $ 97.50
2 Wood Work Table $ 54.40 $ 108.80
2 Metal Work Bench w/Return $ 1.00 $ 2.00
2 HON Book Case $ 149.75 $ 299.50
1 XXX Xxxx File Cabinet $ 126.80 $ 126.80
1 XXX Xxxx File Cabinet $ 179.80 $ 179.80
4 Dry Erase Board $ 35.00 $ 140.00
2 Stack on storage $ 119.60 $ 239.20
12 HON 3 Drawer 36" Lateral File Cabinet $ 347.50 $ 4,170.00
6 HON Mobile BBF Peds Black $ 173.00 $ 1,038.00
14 HON 2900 Series chair wheels $ 232.50 $ 3,255.00
7 HON 2900 Series quest chair $ 188.00 $ 1,316.00
5 HON 36 x 00 xxxxxx xxxxxxxx xxxx 00000 series $ 495.50 $ 2,477.50
5 HON 24 x 72 kneespace credenza 38000 series $ 395.50 $ 1,977.50
1 Liberty Safe $ 1,381.24 $ 1,381.24
4 HP Laserjet 2100 $ 100.00 $ 400.00
2 Magiccolor Laser Printers 2200 $ 350.00 $ 700.00
1 Canon Image Class 2300 N $ 4,259.99 $ 4,259.99
1 XXXXXXXXX XXX0000 Logic Analyzer w/access $ 13,900.00 $ 13,900.00
1 TEKTRONIX TDS3054B Oscilloscope w/access $ 10,490.00 $ 10,490.00
$ 48,231.38
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EXHIBIT 2
XXXX OF SALE
------------
This XXXX OF SALE is given by the undersigned ("Seller"), to Quest
Manufacturing, Inc. ("Buyer").
WHEREAS, Buyer and Seller entered into a certain Sale and Purchase
Agreement dated the 28th day of October, 2005 (the "Agreement"), providing for
the sale, assignment, transfer, conveyance and delivery by Seller to Buyer of
all of the Purchased Assets (as defined in the Agreement).
NOW THEREFORE, in consideration of the payment by Buyer to Seller of
the Purchase Price (as defined in the Agreement) and in further consideration of
the premises, terms and conditions contained in the Agreement, the receipt and
sufficiency of such consideration being hereby acknowledged, Seller does hereby
sell, assign, transfer and deliver to Buyer, as of the Closing Date (as defined
in the Agreement), all of Seller's right, title and interest in and to all of
the assets listed in the attachment hereto. All of Seller's representations,
warranties, covenants and agreements in the Agreement relating to the assets
listed in the attachment hereto are incorporated herein by reference.
IN WITNESS WHEREOF, the undersigned has caused this Xxxx of Sale to be
duly executed this 28th day of October, 2005.
SELLER:
XXXXXXX XXX, INC. ON BEHALF OF ITS SUBSIDIARY
SILICON FILM TECHNOLOGIES, INC.
By: /s/ Xxxxxxxxx X. XxXxxx
-----------------------
Xxxxxxxxx XxXxxx
President
"Official Seal"
Notary Public State of Illinois
XXXX XXXXXXX
COMMISSION EXPIRES 03/12/08
/s/ Xxxx Xxxxxxx
10/28/05
