ASSET SALE AGREEMENT
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This Asset Sale/Purchase Agreement ("Agreement"), between Xxxxxxxxxxxx.xxx, Inc.
("IPYC"), a Wyoming Corporation, referred to as "SELLER", and Crown Capital, LLC
(Crown), a Virginia Limited Liability Company, Xxxxx Xxxxxx ("Xxxxxx"), a
businessman whom resides in the city of Lasalle, in the Province Ontario, and
Xxxxx Xxxxxxxxx ("Ulakovich"), a businessman whom resides in the city of
Windsor, in the Province Ontario. Crown, Xxxxxx and Ulakovich as a group are
hereby known as "BUYERS").
W I T N E S S E T H:
A. WHEREAS, IPYC is a corporation organized under the laws of
Wyoming.
B. WHEREAS, SELLER is willing to sell, and BUYER desires to
purchase all technologies, software, and intellectual properties
associated with ITISHR, a recruitment software environment
developed by IPYC.
C. WHEREAS, The SELLER owns all technologies, software, and
intellectual properties associated with ITISHR.
D. WHEREAS, Buyer and Seller will benefit from the transactions
contemplated hereby and desire to implement the contemplated
transaction.
NOW, THEREFORE, it is agreed among the parties as follows:
ARTICLE I
The Consideration
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SELLERS shall sell and cause to be delivered and the BUYER shall
purchase all technologies, software, and intellectual properties associated with
ITISHR. The purchase price for ITISHR to be paid by BUYERS to SELLERS is the
complete extinguishment of outstanding loans made to IPYC by the BUYERS,
totaling SEVENTY SEVEN THOUSAND DOLLARS ($77,000) which are listed as Exhibit
"A".
ARTICLE II
Representations, Warranties, and Covenants of SELLERS
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The SELLER makes these representations or warranties as individuals, and
as officers and directors of IPYC.
SELLERS hereby represent, warrant, and covenant to BUYER as follows:
2.1 IPYC is a corporation duly organized, validly existing and in good
standing under the laws of the State of Wyoming, and has the corporate power and
authority to carry on its business as it is now being conducted.
2.2 The SELLER has complete and unrestricted power to enter into and, upon
receipt of the appropriate approvals as required by law, to consummate the
transactions contemplated by this Agreement.
2.3 SELLERS own ITISHR free and clear of all liens and encumbrances, and are
authorized to sell the ITISHR to BUYER
2.4 The representations and warranties of SELLERS shall be true and correct
as of the date hereof and as of the Closing Date.
2.5 No representation or warranty by SELLERS in this Agreement or any
certificate delivered pursuant hereto contains any untrue statement of a
material fact or omits to state any material fact necessary to make such
representation or warranty not misleading.
ARTICLE IV
Representations, Warranties, and Covenants of BUYER
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No representations or warranties are made by any director, officer, employee, or
shareholder of buyer as individuals, except as and to the extent stated in this
Agreement or in a separate written statement.
BUYER hereby represents, warrants, and covenants to SELLERS as follows:
3.1 Crown is a Limited Liability Company duly organized, validly existing,
and in good standing under the laws of the Virginia and has the corporate power
and authority and to carry on its business as it is now being conducted.
3.2 BUYER has complete and unrestricted power to enter into this agreement;
and, to consummate the transactions contemplated by this Agreement.
3.3 Neither the making of nor the compliance with the terms and provisions
of this Agreement and consummation of the transactions contemplated herein by
BUYER will conflict with or result in a breach or violation of the Articles of
Incorporation or Bylaws of BUYER.
3.4 The execution of this Agreement has been duly authorized and approved by
the BUYERS Board of Directors.
3.5 The representations and warranties of BUYER shall be true and correct as
of the date hereof and as of the Closing Date.
ARTICLE IV
Obligations of the Parties Pending the Closing Date
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4.1 It is recognized that, during the performance of this Agreement, each
party may provide the other party with information that is confidential or
proprietary information. During the term of this Agreement, and for two years
following the earlier of the Closing or the termination of this Agreement, the
recipient of such information shall protect such information from disclosure to
persons, other than members of its own or affiliated organizations and its
professional advisers, in the same manner as it protects its own confidential or
proprietary information from unauthorized disclosure, and not use such
information to the competitive detriment of the disclosing party. In addition,
if this Agreement is terminated for any reason, each party shall promptly
destroy, return, or cause to be returned all documents or other written records
of such confidential or proprietary information, together with all copies of
such writings and, in addition, shall either furnish or cause to be furnished,
or shall destroy, or shall maintain with such standard of care as is exercised
with respect to its own confidential or proprietary information, all copies of
all documents or other written records developed or prepared by such party on
the basis of such confidential or proprietary information. No information shall
be considered confidential or proprietary if it is (a) information already in
the possession of the party to whom disclosure is made, (b) information acquired
by the party to whom the disclosure is made from other sources, or (c)
information in the public domain or generally available to interested persons or
which at a later date passes into the public domain or becomes available to the
party to whom disclosure is made without any wrongdoing by the party to whom the
disclosure is made.
4.2 The SELLER and BUYER shall promptly provide each other with information
as to any significant developments in the performance of this Agreement, and
shall promptly notify the other if it discovers that any of its representations,
warranties and covenants contained in this Agreement or in any document
delivered in connection with this Agreement was not true and correct in all
material respects or became untrue or incorrect in any material respect.
4.3 All parties to this Agreement shall take all such action as may be
reasonably necessary and appropriate and shall use their best efforts in order
to consummate the transactions contemplated hereby as promptly as practicable.
ARTICLE V
Procedure for Closing
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5.1 At the closing date, the purchase and sale shall be affected with all
necessary documents being completed delivered at the direction of SELLER.
ARTICLE VI
Conditions Precedent to the
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Consummation of the Purchase
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The following are conditions precedent to the consummation of the
Agreement on or before the Closing Date:
6.1 The SELLERS and BUYER shall each have performed and complied with all of
their respective obligations hereunder that are to be complied with or performed
on or before the Closing Date and SELLERS and BUYER shall provide one another at
the Closing with a certificate to the effect that such party has performed each
of the acts and undertakings required to be performed by it on or before the
Closing Date pursuant to the terms of this Agreement.
6.2 This Agreement and the transactions contemplated herein shall have been
duly and validly authorized, approved and adopted by SELLERS and by Buyer in
accordance with the applicable laws.
6.3 No action, suit or proceeding shall have been instituted or shall have
been threatened before any court or other governmental body or by any public
authority to restrain, enjoin or prohibit the transactions contemplated herein,
or which might subject any of the parties hereto or their directors or officers
to any material liability, fine, forfeiture or penalty on the grounds that the
transactions contemplated hereby, the parties hereto or their directors or
officers, have violated any applicable law or regulation or have otherwise acted
improperly in connection with the transactions contemplated hereby, and the
parties hereto have been advised by counsel that, in the opinion of such
counsel, such action, suit or proceeding raises substantial questions of law or
fact which if decided adversely to any party hereto or its directors or officers
of IPYC would materially and adversely affect the business, assets, or financial
position of IPYC.
6.4 No press release or public statement will be issued relating to the
transactions contemplated by this Agreement without prior approval of the other
party. However, either BUYER or SELLER may issue at any time any press release
or other public statement it believes on the advice of its counsel it is
obligated to issue to avoid liability under the law relating to disclosures, but
the party issuing such press release or public statement will give prior written
notice to the other party and opportunity to participate in such release or
statement.
ARTICLE VII
Termination and Abandonment
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7.1 Anything contained in this Agreement to the contrary notwithstanding,
the Agreement may be terminated and abandoned at any time prior to the closing
date:
(a) By mutual consent of SELLERS and BUYER;
(b) By either party, if any condition set forth in Article VI
relating to the other party has not been met or has not been
waived by the closing date;
(c) By BUYER and SELLER if any suit, action or other proceeding
shall be pending or threatened by the federal or a state
government before any court or governmental agency, in which it
is sought to restrain, prohibit or otherwise affect the
consummation of the transactions contemplated hereby;
(d) By any party, if there is discovered any material error,
misstatement or omission in the representations and warranties
of another party;
7.2 Any of the terms or conditions of this Agreement may be waived at any
time by the party, which is entitled to the benefit thereof.
ARTICLE VIII
Miscellaneous
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8.1 This Agreement embodies the entire agreement between the parties, and
there have been and are no agreements, representations or warranties among the
parties other than those set forth herein, referenced herein, or those provided
for herein.
8.2 To facilitate the execution of this Agreement, any number of
counterparts hereof may be executed, and each such counterpart shall be deemed
to be an original instrument, but all such counterparts together shall
constitute but one instrument.
8.3 All parties to this Agreement agree that if it becomes necessary or
desirable to execute further instruments or to make such other assurances as are
deemed necessary, the party requested to do so will use commercially reasonable
efforts to provide such executed instruments or do all things necessary or
proper to carry out the purpose of this Agreement.
8.4 This Agreement may be amended only in writing duly executed by all
parties hereto.
8.5 Any notices, requests, or other communications required or permitted
hereunder shall be delivered personally or sent by overnight courier service,
fees prepaid, addressed as follows:
SELLERS:
To:
Xxxxxxxxxxxx.xxx, Inc.
000-000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Xxxxxx X. Xxxxxxxx Xx.
Fax: (000) 000-0000
BUYERS:
To:
Xxxxx Xxxxxx
0000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxx, X0X 0X0
Xxxxx Xxxxxxxxx
0000 Xxxxxxxxx Xx. Xxxx
Xxxxxxx, Xxxxxxx, X0X 0X0
Crown Capital, LLC
Xxxxx 0000, 000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
or such other addresses as shall be furnished in writing by any party, and any
such notice or communication shall be deemed to have been given as of the date
received.
IN WITNESS WHEREOF, the parties have set their hands this 25th
day of October 2002.
SELLERS:
__________________________
Xxxxxx X. Xxxxxxxx Xx.
Xxxxxxxxxxxx.xxx, Inc.
BUYERS:
__________________________
Xxxxx Xxxxxx
__________________________
Xxxxx Xxxxxxxxx
__________________________
Crown Capital, LLC
EXHIBIT "A" TO ASSET SALE AGREEMENT
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1. Complete listing of loans made to Xxxxxxxxxxxx.xxx, Inc. by the BUYERS.
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a) Xxxxx Xxxxxx $50,000.00 (CDN)
b) Xxxxx Xxxxxxxxx $27,000.00 (CDN)
