EXHIBIT 99.1
ASSETS SALE AGREEMENT
ENTERED INTO THIS AUGUST 20TH, 1999
BETWEEN: TELEHUBLINK CORPORATION, a duly constituted
corporation, having its head office located at New
England Executive Park, in the city and district
of Burlington, State of Massachussets, represented
by XXXXX XXXXX being duly authorized to enter its
President, into this Agreement,
(hereinafter referred to as "the Buyer");
AND: SPORTS AND ENTERTAINMENT MARKETING INTERNATIONAL
INC. (SEMI INC), A corporation duly constituted
under Federal laws, and having its head office at
000 Xxxxx, Xxxxx 000, in the city of Verdun,
herein represented by its directors, Xxxxx Xxxxxxx
and Xxxxx Xxxxx, duly authorized to enter into
this agreement.
(hereinafter referred to as "the Vendor");
BEFORE ENTERING INTO THE PRESENT AGREEMENT, THE PARTIES DECLARE AS FOLLOWS:
WHEREAS the Vendor is engaged in the development and production of strategic
marketing concepts as they relate to various sports, sporting events, shows,
memorabilia and products.(hereinafter the "business");
WHEREAS the Vendor has developed various sports and marketing concepts and
entertainment productions relating to hockey, golf, baseball, basketball and
sports in general; More specifically, Once Upon Hockey concept, format and
marketing rights, including rights from a Copyright and Trademark application
relating to the Once Upon Hockey concept, which application and registrar
responses are appended hereto and referred to as ANNEX A; a television
production contract with Productions Coscient Inc. relating to the Once Upon
Hockey Concept which contract is hereto appended and referred to as ANNEX B;
Once Upon Hockey merchandising rights including inventory; the Pro Collegiate
Tour concept and event marketing rights; A confidential information exchange and
non-disclosure agreement with Xxxx Xxxxxx has already been executed and which
agreement is hereto appended and referred to as ANNEX C. The V.I.P. Golf
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Tour concept and marketing rights; the Baseball Golf Tour concept and marketing
rights; the Audio Promotion Card marketing licence with Microsound; and the
Audio Calling Card concept to be marketed with Teleglobe Canada, and assorted
inventory, itemized and prepared by Xxxxxx, Xxxxxx et associes, accountants as
an inventory schedule to the sale contemplated herein under ANNEX D, and
appended hereto.
WHEREAS the Vendor desires to sell the said assets and all related rights;
WHEREAS the Buyer has expressed an interest in acquiring the asset and all
related rights;
NOW THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. DEFINITIONS
For the purpose of the present agreement, and of any other document related to
it or which makes reference to it, unless the context opposes it, the following
words, terms or expressions will have the meaning given to them hereafter:
1.1. ASSETS: means the inventory as defined hereafter, and any and all rights,
contracts, concepts, trade marks, trade names which the vendor may have
in its sports marketing and entertainment related businesses and the
goodwill attached to such businesses, including but without limiting the
generality of the foregoing all intellectual property and the rights and
benefits pertaining to the assets, concepts, rights mentioned in the
preamble of this agreement;
1.2. CLOSING: means the fulfilling and the complete execution, in accordance
with the conditions laid out in the present agreement, of the sale of the
assets by the Vendor to the Buyer and of all other related transactions
between the parties made necessary by the present agreement and which
will happen, on or before August 20th, 1999 in the province of Quebec;
1.3. EFFECTIVE CLOSING DATE: means August 20th , 1999;
1.4. BUSINESS: means the sports marketing and entertainment business presently
exploited by the Vendor under the name `'Sports and Entertainment
Marketing International Inc.;(SEMI)
1.5 ESCROW AGENT: means the law firm of Xxxxxxxx & Associates, located at
3055, De l'Assomption, in Montreal, province of Quebec;
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1.7. INVENTORY: means all existing sports related merchandise, and other
inventory being the sole property of the vendor as it has so declared
1.8. MANAGEMENT: means the officers, directors, key employees identified by
the Buyer as being part of the management of the Vendor, namely Xxxxx
Xxxxxxx and Xxxxx Xxxxx
1.09. TAXES: means federal and provincial income taxes, federal, provincial or
municipal taxes of any type such as goods and services taxes, capital
taxes, sales or use taxes, property taxes, business taxes, any liability
relating to Worker's Compensation or Employers' Health Tax and any
withholding requirements relating to Employment Insurance, the Canada
Pension Plan or Employment Standards, the Quebec Pension Plan and any
other governmental charges or assessments.
2. PREAMBLE
2.1. The preamble hereto shall form a part hereof as if hereinafter recited at
length.
3. AGREEMENT
3.1. The Vendor hereby sells and the Buyer hereby purchases all the assets of
the Vendor described in Paragraph 1.1.
4. SALE PRICE OF THE ENTERPRISE
4.1. The parties have agreed that the sale price of the assets shall be ONE
HUNDRED AND FIFTY THOUSAND DOLLARS (150,000.00 USD $) which the Vendor
herein declares having received and for which said Vendor gives complete
quit and discharge thereof to the Buyer, and 200,000 common shares, of
the buyer `'Telehublink Corporation", pursuant to the (Securities and
Exchange Commission (S.E.C.)) restrictions and regulations, governing
publically traded securities, to be issued to the vendor or any other
person or entity which the vendor may so designate;
4.2 It is agreed that the buyer shall undertake to register the shares
contemplated in section 4.1 with the S.E.C., simultaneously with any
registration of any Telehublink shares or a new share issue of
Telehublink pursuant to the regulations of the S.E.C.
5. VENDOR'S REPRESENTATIONS AND WARRANTIES
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5.1. The Vendor represents and warrants to the Buyer, that, at the signing of
the present agreement, that each of the following representations and
warrantees constitute for the Buyer a condition without which the Buyer
would not have entered into the present Agreement.
5.2. The Vendor represents and warrants to the Buyer that it is a duly
constituted corporation and is in good standing with respect to the laws
pertaining to its existence and its activities; that it will have the
capacity and the right to own assets and to dispose of them, to carry out
its business and, notwithstanding the approval of the present Agreement
by its board of directors, to fulfill its obligations under the present
Agreement;
5.3. The Vendor represents and warrants that all returns, filings, elections
and information reports required to be filed by it have been or will be
filed on or before the date of closing and that such returns are true,
complete and correct and properly reflect the liability of the Vendor for
taxes.
5.4. The Vendor has furnished the Buyer with an audited inventory schedule, as
of August 18, 1999, attached hereto and referred to as ANNEX D. The
Vendor represents and warrants that such statement, is true and correct
and fairly presents the inventory of the Vendor at the date thereof.
5.5 The Vendor represents and warrants that it has made timely payment of all
taxes, installments and all assessments, reassessments, charges,
penalties, interest and fines related thereto which were or are due and
payable by it.
The Vendor also represents and warrants that it is not subject to taxes
in any jurisdiction other than Canada and the province of Quebec and that
at the date of closing, there are no liabilities whatsoever or any to
creditors government or administrative organisations;
5.6. The Vendor represents and warrants that, where applicable, it has
withheld from each payment made to any of its officers, directors, former
directors, and employees the amount of all taxes and other deductions
required to be withheld therefrom and has paid the same on a timely basis
to the proper governmental authority.
5.7. The Vendor represents and warrants that all accounts, books, ledgers and
other records material to the business of whatsoever kind have been
fully, properly and accurately kept and completed in all material
respects, and there are no material inaccuracies or discrepancies of any
kind contained or reflected therein, and they give and reflect a true and
fair view of the business;
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5.8 The Vendor represents and warrants that the Vendor is not a party to any
material contract, but not limited to, (a) any employment, compensation,
pension plan or shareholders agreement, (b) any loan agreement, (c) any
guarantee, (d) any maintenance or service agreement, (e) any agreement,
contract or commitment limiting the ability of the Vendor to engage in
any line of business or to compete with any other person, (f) any lease
for real (immoveable) or personal (moveable) property, (g) any agreement
with any officer or director of the Vendor, (h) any contract with
clients, and (i) any agreement, contract or commitment which might
reasonably be expected to have a negative material impact on the business
or operations of the Vendor or on the present agreement;
5.9 The Vendor represents and warrants that it is the sole proprietor of all
the assets sold under the present Agreement and that those assets are
free of any charges, liens or encumbrances of any sort;
5.10 That its has authority to conclude and execute the present agreement and
that it has not concluded any contract with a third party, whether
natural or corporate, that may in any hinder the rights of the Buyer
conferred by the present agreement;
5.11 That it has no action, suit proceedings, or written threat of action,
affecting the assets;
5.12 The use of these inherent rights does not violate in any way, third party
intellectual property rights and does not constitue an act of
infringement or an act of unfair competition;
5.13 The Vendor represents and warrants that there has not been, and to its
best knowledge, information and belief do not anticipate, any adverse
change in relations with Clients as a result of the transactions
contemplated by this Agreement or otherwise;
5.14. The Vendor represents and warrants that all of the assets sold and all of
the inventory on the Premises are insured;
5.15. The Vendor represents and warrants that it has no unpaid creditors as per
the affidavit annexed to the present agreement;
7. BUYER'S OBLIGATIONS, REPRESENTATIONS AND WARRANTEES
7.1. The Buyer represents and warrants to the Vendor the following and
acknowledges that each of the following representations and warrantees
constitute for the Vendor a condition without which the Vendor would not
have entered into the present Agreement;
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7.2. The Buyer represents and warrants to the Vendor that it will be, at the
date of closing, a duly constituted corporation and will be in good
standing with respect to the laws pertaining to its existence and its
activities; that it will have the capacity and the right to own assets,
to carry out its business and, notwithstanding the approval of the
present Agreement by its board of directors, to fulfill its obligations
under the present Agreement;
8. NON-COMPETITION AND NON-SOLICITATION
8.1. The Management and the Vendor acknowledge that the goodwill acquired as
part of the present business purchase represents its most important
element and that the Management of the Vendor entering into a business
competitive to that of the business would cause serious and irreparable
damage to the Buyer;
8.2. Consequently, the Management and the Vendor both undertake, for a period
of twenty-four (24) months following the signing of the present
agreement, not to, alone or in association with others, directly or
indirectly, whether as employee, shareholder, director, agent, officer,
lender, guarantor, mandatory or otherwise:
(a) enter into any business that would be competitive in any way with
the business of the Buyer within the province of Quebec;
8.3. Also, the Management and the Vendor both undertake to NEVER, alone or in
association with others, directly or indirectly, whether as employee,
shareholder, director, agent, officer, lender, guarantor, mandatory or
otherwise:
(b) solicit a client of SEMI or the Buyer, past, present or future; and
(c) solicit an employee of the SEMI or the buyer, past, present or
future, to work into any business that would be competitive with
that of SEMI or the Buyer;
8.4. Any contravention to the non-competition obligations contained in
provision 8.2 or the non-solicitation obligations contained in provision
8.3 from a member of the Management or the Vendor will generate against
the contravening party, without prejudice to any of the other rights and
recourses offered to the Buyer, a fixed penalty of TEN THOUSAND DOLLARS
($10,000) for each and every day any such contravention shall occur or
continue;
8.5. The Management and the Vendor both recognize that the non-competition
obligations and penalties contained in provisions 8.2, 8.3 and 8.4 are
reasonable in the circumstances and are necessary for the protection of
the Buyer;
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8.6. In the event that any of the obligations contained in provisions 8.2, 8.3
or 8.4 is found to be abusive by a court or an arbitrator for any reason,
the court or arbitrator can reduce the obligation to a reasonable level;
9. ESCROW AGENT
9.01 The parties hereto name and appoint Xxxxxxxx and Associates as Escrow
agents in this transaction.
9.02 The Escrow Agent shall keep the present agreement and all other related
documents in escrow until the sale price mentioned in paragraph 4.1 has
been received by the vendor;
9.02 The escrow agent shall not be required to give security nor shall he be
responsible for the acts, omissions, faults, errors, fraud, failure or
misconduct of any agent whom he may reasonably employ in the exercise of
the powers conferred upon him hereunder, nor for loss occasioned by his
own acts, omissions or defaults, unless such acts, omissions or defaults
constitute a breach of trust knowingly and intentionally committed by him
;
9.03 The escrow agent shall not be required to institute, defend, or intervene
in any legal action to enforce the terms and conditions of the present
Agreement until the escrow agent has been indemnified against all
expenses and liabilities incurred and to be incurred by the escrow agent,
including his own reasonable compensation as escrow agent ;
9.04 The escrow agent may, at any time, consult with and retain the advice of
such counsel it deems appropriate, and the escrow agent shall incur no
liability whatsoever for any action taken by the escrow agent pursuant to
this Agreement, whether or not with advice of such counsel, unless the
escrow agent knowingly and intentionally commits a breach of trust ;
9.05 The escrow agent shall not be bound to pay any premiums nor to ensure
that any policies of insurance are kept in force ;
10. INTERVENTION CLAUSE
10.1 Xx. Xxxxx Xxxxxxx and Xx. Xxxxx Xxxxx hereby intervene to the present
agreement and declare themselves to be bound jointly and severally with
all the representations, warranties and obligations hereby made, given or
assumed by
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the Vendor and hereby renounce to their benefits of this discussion and
division if applicable. More specifically, but without limiting the
generality of the foregoing they declare themselves bound by the
obligations contained in clause 8.
11. FINAL DISPOSITIONS
11.1. The present Agreement shall be governed by and construed in accordance
with the laws of the Province of Quebec.
11.2. Within context, the singular form shall also include the plural form and
the masculine gender includes the feminine gender.
11.3 All the parties herein hereby undertake to sign any and all documents in
order to give full effect to the present agreement;
11.4 The present Agreement constitutes the entire agreement between the
parties and any and all previous agreement, written or oral, express or
implied between the parties or on their behalf during the course of the
negotiation of the present agreement are hereby terminated and cancelled;
11.5. The parties hereto confirm that they have each required that the present
Agreement and all accessory documents and notices be drawn up in the
English language. Les parties a la presente confirment qu'elles ont exige
que cette convention ainsi que tout autre document ou avis soient rediges
dans la langue anglaise.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in Montreal,
Quebec, this 20th day of August 1999.
THE BUYER:
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TELEHUBLINK CORPORATION
per: /s/ XXXXX XXXXX
---------------
Xxxxx Xxxxx
THE VENDOR:
SPORTS AND ENTERTAINMENT MARKETING
INTERNATIONAL INC. (SEMI INC.)
Per: /s/ XXXXX XXXXXXX
-----------------
Xxxxx Xxxxxxx
Per: /s/ XXXXX XXXXX
---------------
Xxxxx Xxxxx
/s/ XXXXX XXXXXXX
-----------------
XXXXX XXXXXXX
/s/ XXXXX XXXXX
---------------
XXXXX XXXXX
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ASSIGNMENT AGREEMENT
ENTERED INTO THIS 20TH DAY OF AUGUST, 1999:
BETWEEN: SPORTS AND ENTERTAINMENT MARKETING INTERNATIONAL INC.
(SEMI INC.), a corporation duly constituted under
Federal laws, and having its head office at 000 Xxxxx,
Xxxxx 000, in the city of Verdun; Herein represented by
Xx. Xxxxx Xxxxxxx and Xxxxx Xxxxx duly authorised as
they so delare;
(hereby referred to as SEMI)
AND: XXXXX XXXXXXX, operating a business under the name
XXXXX XXXXXXX RESOURCES residing and domiciled at 000
Xxxxx Xxxxxx, Xxxxx 000, in the City of Verdun;
(hereinafter referred to as `'Xxxxxxx")
WHEREAS Xxxxx Xxxxxxx'x Resources has entered into a confidential information
exchange and non-disclosure agreement dated August 7th, 1999 with Xx. Xxxx
Xxxxxx
(herein referred to as the Agreement);
WHEREAS Xxxxx Xxxxxxx'x Resources desires to assign all its rights it may have
under said agreement to SEMI;
WHEREAS SEMI has accepted such assignment;
IN VIEW OF THE FOREGOING the parties agree as follows:
1- The preambule is an integral part of the present agreement;
2- Xxxxxxx hereby assigns, transfers, sells to SEMI which accepts any and
all rights it may have with regards to the Agreement for the amount of
ONE DOLLAR ($1,00) and other good and valuable considerations which
Xxxxxxx declares having received and for which he gives complete quit and
discharge to SEMI;
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3- The parties hereto confirm that they have each required that the present
Agreement and all accessory documents and notices be drawn up in the
English language. Les parties a la presente confirment qu'elles ont exige
que cette convention ainsi que tout autre document ou avis soient rediges
dans la langue anglaise.
IN WITNESS WHEREOF, the parties have executed this agreement in Montreal,
Quebec, this 20th day of August 1999;
SEMI
_________________________ ________________________
BY: XXXXX XXXXX BY: XXXXX XXXXXXX
_________________________
BY: XXXXX XXXXXXX
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ASSIGNMENT AGREEMENT
ENTERED INTO THIS 20TH DAY OF AUGUST, 1999
BETWEEN: XXXXX XXXXXXX, residing and domiciled at
AND: XXXXX XXXXX, residing and domiciled at
(hereinafter collectively designed as the `'Assignor)
AND: SPORTS AND ENTERTAINMENT MARKETING INTERNATIONAL INC.
(SEMI INC), A corporation duly constitued under Federal
Laws, and having its head office at 000 Xxxxx, Xxxxx
000, in the City of Verdun, herein represented by Xx.
Xxxxx Xxxxx and Xxxxx Xxxxxxx duly authroized as they
so declare;
(hereby referred to as `'SEMI");
WHEREAS the assignor having been implicated in the management and the operations
of SEMI;
WHEREAS, in that regard they have developed intellectual property for the
benefit of SEMI;
WHEREAS a Sale of Enterprise Agreement is to be entered into between Telehublink
Corporation and SEMI for the sale of said intellectual property;
WHEREAS in order to transfer a clear title to Telehublink, it is agreed upon
that the Assignor should clarify the title of SEMI to said intellectual
property;
IN VIEW OF THE FOREGOING, the parties hereby adknowlege the following:
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1- The preamble is an integral part of the present agreement;
2- The Assignor hereby assigns, sales, transfers any and all intellectual
property right that they might have to SEMI and SEMI hereby accepts, with
regards to the following products and/or concepts;
a) Once upon a time Hockey concept;
b) The Pro Collegiate Tour Concept;
c) The VIP Golf Tour Concept;
d) The Baseball Golf Tour Concept;
e) The Audio Promotion Card Marketing license with micorsound;
f) Audio Calling Card Concept;
3. The consideration for the present agreement is the amount of ONE DOLLAR ($
1,00) plus other good and valuable considerations which the Assignor
declares having received for which the Assignor gives complete quit and
discharge to SEMI;
4. The parties hereto confirm that they have each required that the present
Agreement and all accessory documents and notices be drawn up in the
English language. Les parties a la presente confirment qu'elles ont exige
que cette convention ainsi que tout autre document ou avis soient rediges
dans la langue anglaise.
SIGNED IN MONTREAL on the 20th day of August 1999.
SEMI INC.
_______________________
XXXXX XXXXXXX
_______________________ _____________________
XXXXX XXXXX BY: XXXXX XXXXXXX
_____________________
BY: XXXXX XXXXX
