ASSET SALE AGREEMENT
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THIS AGREEMENT is made and entered into this 29th day of September, 2005, among
Gift Liquidators, Inc., an Oklahoma corporation (hereinafter referred to as the
"Seller") and Laid Back Enterprises Corp., an Oklahoma corporation (hereinafter
referred to as the "Buyer").
WHEREAS, Seller is the owner of certain liquidation inventory purchased over the
last several years from Buyer; and
WHEREAS, Seller desires to sell and Buyer desires to purchase all of the
inventory in exchange for the cancellation of the indebtedness due Buyer from
Seller and upon the terms and conditions contained herein; and
WHEREAS, Seller has performed a present value calculation of the complete and
immediate sales value of the inventory taking into account the stale nature of
the inventory, the time in which the Seller estimates that the inventory will
take to sell and discounting the same to a present value, and following such
determination, Seller and Buyer agree that the present value of the inventory
does not exceed the amount of the indebtedness owned by Seller to Buyer;
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are acknowledged, the parties hereto agree as
follows:
1. Purchase and Sale of Assets. On the terms and subject to the conditions set
forth in this Agreement, Seller agrees to sell, assign, transfer and deliver to
Buyer and Buyer agrees to purchase from the Seller all of Seller's inventory and
miscellaneous other assets listed on Exhibit "A" attached hereto and made a part
hereof (the "Assets").
2. Purchase Price and Delivery. The total purchase price shall be the
cancellation of the indebtedness due from Seller to Buyer in the amount of
$50,485.
3. Closing. Closing shall occur on September 29, 2005, effective August 31,
2005, at the offices of Seller's attorneys at 0000 X.X. 00xx Xxxxxx, Xxxxx 000,
Xxxxxxxx Xxxx, Xxxxxxxx at 10:00 a.m. unless a different date or time is agreed
to by the parties in writing in advance. Failure to close on said date or on any
extension date agreed to in writing by the parties shall terminate this
Agreement.
4. Termination of Agreements. Effective at Closing, the parties agree that the
Administrative Services Agreement and the Tax Sharing Agreement entered into
between the parties December 20, 2002 are terminated and will be of no further
force or effect and each party releases the other from any and all liability and
responsibility under the same.
5. Representations and Warranties of Seller. The Seller represents and warrants
to the Buyer that:
(a) Ownership of Seller's Assets. The Seller is the exclusive owner of the
Assets. The Seller possesses good title to the Assets and own the Assets free
and clear of any and all security interests, agreements, restrictions, claims,
liens, pledges and encumbrances of any nature or kind. The Seller has the
absolute and unconditional right to sell, assign, transfer and deliver the
Assets to the Buyer in accordance with the terms of this Agreement.
(b) Validity of Agreement. The Seller has the legal capacity and authority to
enter into this Agreement. This Agreement is a valid and legally binding
obligation of the Seller and is fully enforceable against the Seller in
accordance with its terms, except as such enforceability may be limited by
general principles of equity, bankruptcy, insolvency, moratorium and similar
laws relating to creditors' rights generally.
(c) Agreement Not in Conflict with Other Instruments; Required Approvals
Obtained. The execution, delivery and performance of this Agreement by the
Seller and the consummation of the transactions contemplated by this Agreement
will not: (a) violate or require any registration, qualification, consent,
approval, or filing under, (i) any law, statute, ordinance, rule or regulation
(hereinafter collectively referred to as "Laws") of any federal, state or local
government (hereinafter collectively referred to as "Governments") or any
agency, bureau, commission or instrumentality of any Governments (hereinafter
collectively referred to as "Governmental Agencies"), or (ii) any judgment,
injunction, order, writ or decree of any court, arbitrator, Government or
Governmental Agency by which the Assets are bound; (b) conflict with, require
any consent, approval, or filing under, result in the breach or termination of
any provision of, constitute a default under, result in the acceleration of the
performance of the Seller's obligations under, or result in the creation of any
claim security interest, lien, charge, or encumbrance upon any of the Assets
pursuant to, (i) any indenture, mortgage, deed of trust, license, permit,
approval, consent, franchise, lease, contract or other instrument or agreement
to which the Seller is party or (ii) any judgment, injunction, order, writ or
decree of any court, arbitrator, Government or Governmental Agency by which the
Seller or any of the Assets are bound.
(d) Legal Proceedings. There is no action, suit, proceeding, claim, arbitration
or investigation by any Government, Governmental Agency or other Person (a)
pending or threatened to which the Assets are subject, (b) challenging the
Seller's right to execute, acknowledge, seal, deliver, perform under or
consummate the transactions contemplated by this Agreement, or (c) asserting any
right with respect to any of the Seller's Assets and there is no basis for any
such action, suit, proceeding, claim, arbitration or investigation.
(e) No Brokerage. The Seller has not incurred any obligation or liability,
contingent or otherwise, for brokerage fees, finder's fees, agent's commissions
or the like in connection with this Agreement or the transactions contemplated
hereby.
6. Representation and Warranties of Buyer. The Buyer represents and warrants to
Seller that:
(a) Inspection of Assets Complete. The Buyer has prior to signing this
Agreement, physically inspected the Assets location as listed in Exhibits "A"
and acknowledges the accuracy of said list.
(b) Condition of Assets. The Assets being transferred hereby as listed on
Exhibits "A" are being purchased in an "as is" condition.
(c) Validity of Agreement. The Buyer has the legal capacity and authority to
enter into this Agreement. This Agreement is a valid and legally binding
obligation of the Buyer and is fully enforceable against the Buyer in accordance
with its terms, except as such enforceability may be limited by general
principles of equity, bankruptcy, insolvency, moratorium and similar laws
relating to creditors' rights generally.
(d) No Brokerage. The Buyer has not incurred any obligation or liability,
contingent or otherwise, for brokerage fees, finder's fees, agent's commissions
or the like in connection with this Agreement or the transactions contemplated
hereby.
7. Severability. The agreements and covenants contained herein are severable,
and in the event any of them shall be held to be invalid by a court of competent
jurisdiction, this Agreement shall be interpreted as if such invalid agreements
or covenants were not contained herein.
8. Amendment and Modifications. This Agreement may be amended or modified only
by writing, executed and delivered by the parties hereto.
9. Notices. Any notice under this Agreement shall be given in writing to the
party to whom the notice is addressed, personally or by certified mail, return
receipt requested, or by private carrier, at the addresses as may hereafter by
furnished in writing by any party hereto. Receipt of any notice sent pursuant to
this paragraph shall be the date of personal delivery of such notice or, if
mailed, three (3) business days after mailing of such notice, or if by private
carrier, one (1) business day after sending of such notice, provided such
delivery or mailing is in accordance with the terms of this paragraph.
10. Captions. All captions contained herein are for convenience of reference
only and shall not affect the meaning, substance or construction of any of the
provisions or terms hereof.
11. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall, for all purposes of this Agreement, be deemed an original,
but all of which shall constitute one and the same agreement.
12. Binding Effect. This Agreement shall be binding upon, and shall inure to the
benefit of, the respective parties hereto, their successors, legal
representatives, heirs and, to the extent herein permitted, assigns.
13. Governing Law. This Agreement and any performance hereunder shall be
construed and enforced in accordance with, and governed by, the internal laws
(as opposed to the conflicts of laws provision) of the State of Oklahoma.
14. Time. Time is of the essence of this Agreement.
15. Amendment. Neither this Agreement or any term or provision hereof may be
changed, waived, discharged, amended, modified or terminated orally, or in any
manner other than by an instrument in writing signed by the parties hereto.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement on
the day and year first above written.
"SELLER": GIFT LIQUIDATORS, INC.
By: /s/ Xxx Xxxxxxxxxx
Max Colclaure, President
"BUYER": LAID BACK ENTERPRISES CORP.
By: /s/ Xxxxxx Xxxx
Xxxxxx Xxxx, Vice President
