ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into this
27th day of October, 2006, by and among TRI GLOBAL HOLDINGS, LLC, a Kentucky
limited liability company ("Seller" or "Tri Global"), and PLATINA ENERGY
GROUP, INC., a Delaware corporation ("Purchaser").
EXPLANATORY STATEMENT
A. As part of its business, Seller owns the assets as described in Section
1.1 below (the "Assets").
B. Purchaser desires to purchase and Seller desires to sell and
transfer to Purchaser, all rights, title and interest in and to all
the Assets.
NOW, THEREFORE, for and in consideration of the Explanatory Statement
that shall be deemed a substantive part of this Agreement, and the mutual
covenants, promises, agreements, representations and warranties contained
herein, and other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged by the parties, the parties
hereto agree, represent and warrant as follows:
1. Purchase and Sale of Assets.
1.1. Assets. Purchaser agrees to purchase from Seller, and Seller agrees to
sell, transfer and assign to Purchaser free and clear of any and all
mortgages, liens, security interests, encumbrances, pledges, leases,
equities, claims, charges, restrictions, conditions, conditional sale
contracts and any other adverse interests of any kind whatsoever, except
as set forth in Schedule 1.2 attached hereto, all of the Assets, as set
forth in Schedule 1.1 (the "Assets").
1.2. Purchase Price for Assets. The purchase price for the Assets is Twenty
Two Thousand Five Hundred (22,500) shares (the "Shares") of the Purchaser's
Series B Preferred Stock (the "Purchase Price") to be issued and delivered to
Seller at Closing as defined below.
1.3. Inspection. Purchaser or its designee shall have the right to enter
upon and inspect the Assets and all documents relating in any manner to the
Assets at Purchaser's expense.
2. Liabilities of Seller. Purchaser has not and shall not assume any
debts, liabilities and obligations of Seller and the Seller shall be and
remain solely liable and responsible for all debts, obligations, duties, and
liabilities of the Seller and shall indemnify and hold Purchaser harmless
therefrom.
3. Creditor Matters. The transactions reflected by this Agreement are
intended by the parties to be a contemporaneous exchange between the Seller
and the Purchaser accomplished at Closing. The transactions reflected in this
Agreement represent a regularly conducted, noncollusive sale, and have been
negotiated by the parties in an arm's length manner with due regard for the
respective obligations of the parties and value of the assets transferred.
4. Brokerage Commissions. Each party hereto represents to the other parties
that it, he or she, as applicable, 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
reflected hereby.
5. Representations and Warranties.
5.1. Representations and Warranties of Seller. The Seller represents and
warrants to the Purchaser as of the date hereof and as of the Closing on the
Closing Date that:
5.1.1. Due Organization; Good Standing, Authority of Seller. The Seller is a
limited liability company duly organized, validly existing and in good
standing under the laws of the State of Kentucky. The Seller has full
right, corporate power and authority to own, lease, operate and sell, transfer
and convey any or all of its properties and assets, and to carry on its
business. The Seller is duly licensed, qualified and authorized to do
business in each jurisdiction in which the properties and assets owned by
it or the nature of the business conducted by it make such licensing,
qualification and authorization legally unnecessary. The Seller is not in
breach or violation of, and the execution, delivery and performance of
this Agreement will not result in a breach or violation of, any of the
provisions of the Seller's Articles of Organization amended to the date of
this Agreement (the "Articles") or bylaws, as amended to the date of this
Agreement (the "Bylaws") or any valid contracts or lawful agreements to which
the Seller is a party. No actions, proceedings or transactions have been
commenced or undertaken by the Seller which (i) give or would give rights to
any person or entity, other than the Purchaser, in any of the Assets or (ii)
interfere with the consummation of the transactions contemplated by this
Agreement.
5.1.2. Authorization and Validity of Agreements. The Seller has the legal
capacity, right, power and authority to enter into this Agreement. The
Seller has the full right, power and authority to execute, acknowledge, seal
and deliver this Agreement and to perform the transactions contemplated by
this Agreement. The execution, acknowledgment, sealing and delivery of this
Agreement by the Seller and the performance by the Seller of the transactions
contemplated hereby have been duly and validly authorized by all necessary
corporate action. This Agreement has been duly executed, acknowledged and
delivered by the Seller and is the legal, valid and binding obligation of
Seller, enforceable against the Seller in accordance with its terms.
5.1.3. Agreement Not in Conflict with Other Instruments; Required Approvals
Obtained. The execution, acknowledgment, sealing, delivery, and performance
of this Agreement by the Seller, and the consummation of the transactions
reflected by this Agreement will not (a) violate or require any consent,
approval, or filing under, (i) any common law, law, statute, ordinance,
rule or regulation (collectively referred to throughout this Agreement as
"Laws") of any federal, state or local government (collectively referred
to throughout this Agreement as "Governments") or any agency, bureau,
commission, instrumentality or judicial body of any Governments (collectively
referred to throughout this Agreement as "Governmental Agencies"), or (ii) any
judgment, injunction, order, writ or decree of any court, arbitrator,
Government or Governmental Agency by which the Seller, any of the Purchased
Assets or any of the Seller and Seller's Shareholders 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, or result in the
creation of any claim, security interest, lien, charge, or encumbrance upon
any of the Assets pursuant to, (i) the Seller's Articles or Bylaws, (ii) any
indenture, mortgage, deed of trust, license, permit, approval, consent,
franchise, lease, contract or other instrument, document or agreement to
which the Seller is a party or by which the Seller or any of the Assets is
bound, or (iii) any judgment, injunction, order, writ or decree of any court,
arbitrator, Government or Governmental Agency by which the Seller or any of
the Assets is bound; and all permits, licenses and authorizations of any
Government or Governmental Agency required to be obtained prior to the Closing
have been obtained and were in full force and effect as of the Closing Date.
5.1.4. Conduct of Business in Compliance with Regulatory and Contractual
Requirements. The Seller has conducted its business in compliance with
all applicable Laws of the Government and Governmental Agencies and in
compliance with all restrictions, covenants, agreements, contracts,
commitments, understandings and arrangements applicable with respect thereto.
5.1.5. Legal Proceedings. Except as set forth in Schedule 6.1.5. there is
no action, suit, proceeding, claim or arbitration, or any investigation by
any person or entity, including, but not limited to, any Government or
Government Agency, (i) pending, to which the Seller is a party, or (ii)
challenging the Seller's right to execute, acknowledge, deliver, perform
under or consummate the transactions reflected by this Agreement, or
(iii) asserting any right with respect to any of the Assets, and, in each such
case, there is no known basis for any such action, suit, proceeding, claim,
arbitration or investigation.
5.1.6. Tax Matters. The Seller is not a party to, and is not aware of, any
pending or threatened action, suit, proceeding, or assessment against it for
the collection of taxes by any Government or Governmental Agency. The Seller
has duly and timely filed with all appropriate Governments and Governmental
Agencies, all tax returns, information returns, and reports required to be
filed by the Seller. The Seller has paid in full all taxes, interest,
penalties, assessments and deficiencies owed by the Seller to all taxing
authorities. All taxes and other assessments and levies which the Seller is
required by applicable Law to withhold or to collect have been duly withheld
and collected and have been paid over to the proper Governments and
Governmental Agencies or are properly held by the Seller for such payment.
All claims by the IRS or any state taxing authorities for taxes due and
payable by the Seller have been paid for the liabilities for unpaid taxes
(whether or not disputed). The Seller is not a party to, and is not aware
of, any pending or threatened action, suit, proceeding, or assessment against
it for the collection of taxes by any Government or Governmental Agency.
5.1.7. Title of Assets. The Seller currently and as of the Closing Date has
and will have, and Purchaser will acquire at Closing, sole and exclusive,
good and marketable title to all of the Assets free and clear of any and
all pledges, claims, threats, liens, restrictions, leases, security interests,
charges and encumbrances, except as disclosed on Schedule 1.2 attached
hereto and made a part hereof.
5.1.8. Adverse Conditions. The Seller does not have any knowledge of any
past, present or future condition, state of facts or circumstances which has
affected or which might affect adversely the Purchaser's full use of the
Assets except as set forth in this Agreement.
5.1.9. Full Disclosure. This Agreement (including the Schedules and Exhibits
hereto) does not contain any untrue statement of a material fact or omit to
state any material fact necessary to make the statements contained herein not
misleading. There is no fact known to the Seller which is not disclosed in
this Agreement which does or may materially adversely affect the accuracy of
the representations and warranties contained in this Agreement.
5.1.10. Disclaimer of Fraudulent Intent. The transactions described in this
Agreement have been undertaken by Seller in good faith, considering its
obligations to any person or entity to whom the Seller owes a right to
payment, whether or not the right is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, claims (persons or
entities holding such claims are called "Creditors" under this section), and
have undertaken these transactions without any intent to hinder, delay or
defraud any such Creditors, and either have disclosed in the ordinary course
of business or will undertake to disclose to all such Creditors the existence
of this transaction, and has not and will not conceal this transaction or the
proceeds of this transaction from any such Creditors. Seller further
represents and warrants that: (i) it will not retain possession or control of
any of the property transferred as reflected in this Agreement; (ii) the
Seller has not been sued or threatened with suit by any Creditor prior to the
execution of this Agreement; (iii) the Seller has not removed or concealed any
assets from any Creditors; (iv) the Seller has not incurred any individual or
aggregate debt that is significantly greater than the normal and customary
debts of the Seller in the ordinary course of business; and (v) the Seller
believes in good faith that Seller will receive consideration reasonably
equivalent to the value of the assets transferred under this Agreement.
5.1.11. Representations as to Solvency. Seller is solvent in that the
fair value of its assets exceeds its liabilities and it is able to pay its
lawful debts and obligations as they mature.
5.1.12 Restricted Securities. Seller acknowledges that all of the
shares of Series B Preferred Stock to be issued by Purchaser as the Purchase
Price in accordance with Section 1.2 above will be restricted securities and
none of such securities may be sold or publicly traded except in accordance
with the provisions of the Securities Act of 1933, as amended (the "Securities
Act") and that a standard Rule 144 legend restricting the transfer and sale of
the shares will placed on all certificates representing such shares.
5.2. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants to the Seller, as of the date hereof and as of the
Closing on the Closing Date that:
5.2.1. Due Organization; Good Standing; Power. Purchaser is a corporation
duly incorporated, validly existing, and in good standing under the laws of
the State of Delaware. The Purchaser has full right, power and authority to
enter into this Agreement and to perform its obligations hereunder and
thereunder.
5.2.2. Authorization and Validity of Documents. The execution, delivery and
performance by the Purchaser of this Agreement and the transactions reflected
hereby, have been duly and validly authorized by the Purchaser. This
Agreement has been duly executed, acknowledged, and delivered by the Purchaser
and is a legal, valid and binding obligation of the Purchaser when executed
and delivered, will be legal, valid and binding obligations of the Purchaser,
each enforceable against the Purchaser 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.
5.2.3. Capitalization. As of the date hereof, Purchaser's authorized
capitalization consists of 100,000,000 shares of Purchaser's $.001 par value
common stock ("Common Stock"), 70,000 shares of Purchaser's $.001 par value
series A preferred stock ("Series A Preferred Stock"), 100,000 shares of
Purchaser's Series B preferred stock ("Series B preferred stock") and 10,000
shares of Purchaser's $.001 par value Series C preferred stock ("Series C
Preferred Stock") of which 17,629,731 shares of Common Stock and 20,000
shares of Series B Preferred Stock and no shares of Series C Preferred Stock
are currently issued and outstanding. The Shares issued to the Seller
pursuant to Section 1.3 of this Agreement have been duly authorized and
when issued will be validly issued, fully paid and nonassessable.
5.2.4 SEC Filings. Purchaser has timely filed all forms, reports and documents
required to be filed with the U.S. Securities and Exchange Commission ("SEC").
5.2.5. Tax Matters. The Purchaser is not a party to, and is not aware of,
any pending or threatened action, suit, proceeding, or assessment against it
for the collection of taxes by any Government or Governmental Agency. The
Purchaser has duly and timely filed with all appropriate Governments and
Governmental Agencies, all tax returns, information returns, and reports
required to be filed by the Seller. The Purchaser has paid in full all
taxes, interest, penalties, assessments and deficiencies owed by the Seller
to all taxing authorities. All taxes and other assessments and levies which
the Purchaser is required by applicable Law to withhold or to collect have
been duly withheld and collected and have been paid over to the proper
Governments and Governmental Agencies or are properly held by the Purchaser
for such payment. All claims by the IRS or any state taxing authorities for
taxes due and payable by the Purchaser have been paid for the liabilities for
unpaid taxes (whether or not disputed). The Purchaser is not a party to, and
is not aware of, any pending or threatened action, suit, proceeding, or
assessment against it for the collection of taxes by any Government or
Governmental Agency.
6. Particular Covenants.
6.1. Affirmative Covenant of Seller. The Seller covenants, promises and
agrees to:
6.1.1. Fully perform and comply with all covenants, promises and agreements
hereunder which are required to be performed or complied with by the Seller.
6.1.2. Exert its best efforts to prevent the occurrence of any event which
could result in any of Seller's representations and warranties contained in
this Agreement not being true and correct at or as of the time immediately
after the occurrence of such event, and the shall promptly notify the
Purchaser of the occurrence of any event or the discovery of any fact which
would cause any of their covenants, promises and agreements to be breached
or violated of any of their representations and warranties to become not
true and correct.
6.2. Affirmative Covenant of Purchaser. The Purchaser covenants, promises
and agrees to:
6.2.1. Fully perform and comply with all covenants, promises and agreements
hereunder which are required to be performed or complied with by the
Purchaser.
6.2.2. Exert its best efforts to prevent the occurrence of any event which
could result in any of Purchaser's representations and warranties contained in
this Agreement not being true and correct at or as of the time immediately
after the occurrence of such event, and the shall promptly notify the Seller
of the occurrence of any event or the discovery of any fact which would cause
any of their covenants, promises and agreements to be breached or violated
of any of their representations and warranties to become not true and
correct.
6.2.3. At Closing, Purchaser shall have formed a Nevada corporation
("Newco") and (i) will have the Assets being purchased hereunder transferred
to Newco, (ii) appoint Seller's sole shareholder, Xxxxxx Xxxxxxxx as the
President and Chief Executive Officer and a director of Newco and appoint
Seller's designee as the Secretary and a director of Newco and (iii) appoint
Xxxxx Xxxxxxx, the President and a director of Purchaser, as the Vice
President and third director of Newco.
6.2. Furnishing of Certain Information. If requested by Purchaser in
conjunction with Securities Filings as defined below, the Seller (i) shall
make, or cause to be made, available to Purchaser true, correct and complete
copies of Seller's historical audited and interim financial statements for any
periods prior to the Closing Date and such other information concerning Seller
as Purchaser may request; (ii) shall permit Purchaser's independent public
accountants to have access to the books and records of Seller so that any
unaudited historical financial statements and other financial information of
Seller and its subsidiaries, if any, can be reviewed or audited and (iii)
shall permit such financial statements and other information concerning Seller
to be disclosed in any public filing by Purchaser under or pursuant to the
Securities Act or the Securities Exchange Act of 1933, as amended
("Securities Filings"). In addition, if requested by Purchaser in conjunction
with Securities Filings, the Seller shall use its best efforts to cause
Seller's independent public accountants to provide such information and
assistance, including the execution and delivery of opinions and consents with
respect to Seller's historical financial statements, as may be required by
Purchaser for inclusion in any such Securities Filings.
7. Closing The closing of the transactions reflected herein shall be
completed at the closing (referenced to throughout this Agreement as the
"Closing") which shall occur at the law offices of Xxxxxxx X. Xxxxxx, 0000
XXX Xxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000, at 10:00 a.m., Mountain
Standard Time, on or before November 30, 2006. At Closing, the following will
occur:
7.1. Legal Opinion. Seller shall provide the Purchaser with a legal opinion
of counsel satisfactory to Purchaser, substantially in the Form of Exhibit A
hereto.
7.2. Seller, Officer Certificates. Seller shall provide the Purchaser with
certificates as follows:
7.2.1. A certificate signed by the President or Chief Financial Officer of
Seller, and dated as of the Closing Date and the date of this Agreement,
certifying that (i) all representations and warranties of the Seller were true
and correct in all material respects when made and all representations and
warranties of the Seller made in Section 6.1 remain true and correct in all
respects; (ii) all of the respective covenants, agreements, obligations and
conditions of the Seller required to have been performed as of or prior to the
Closing have been fully performed and complied with in all material respects;
and (iii) all of the conditions to Purchaser's obligations under this
Agreement required to be satisfied by the Seller by the Closing Date were
satisfied and fulfilled;
7.2.2 A certificate signed by the Secretary of the Seller, and dated as of
the Closing Date and the date of this Agreement, as to the incumbency of each
officer of Seller executing this Agreement and the other agreements being
delivered pursuant hereto, and certifying the effectiveness, accuracy and
completeness of the copies attached to such certificate duly adopted by
Seller's Board of Directors authorizing the execution and delivery of this
Agreement by Seller and the performance by Seller of its obligations reflected
in this Agreement.
8. Indemnification.
8.1. Indemnification by Seller. The Seller shall defend, indemnify and hold
harmless the Purchaser, its officers, directors, stockholders, agents,
servants and employees and their respective heirs, personal and legal
representatives, guardians, successors and assigns, from and against any and
all claims, threats, liabilities, taxes, interest, fines, penalties, suits,
actions, proceedings, demands, damages, losses, costs and expenses (including
attorneys' and experts' fees and court costs) of every kind and nature arising
out of, resulting from, or in connection with:
8.1.1. Any misrepresentation or breach by the Seller of any representation or
warranty contained in this Agreement.
8.1.2. Any nonperformance, failure to comply or breach by Seller of any
covenant, promise or agreement of the Seller contained in this Agreement
except for those that Purchaser has specifically agreed to perform on behalf
of the Seller as further set forth in this Agreement.
8.1.3. Any debts, obligations, duties and liabilities of the Seller.
8.1.4. Any matter, act, thing or occurrence caused by or resulting from any
act or omission of Seller prior to the Closing.
8.2. Indemnification by Purchaser. Purchaser shall defend, indemnify and
hold harmless the Seller, its officers, directors, stockholders, agents,
servants and employees, and their respective heirs, personal and legal
representatives, guardians, successors and assigns, from and against any and
all claims, threats, liabilities, taxes, interest, fines, penalties, suits,
actions, proceedings, demands, damages, losses, costs and expenses (including
attorneys' and experts' fees and court costs) of every kind and nature arising
out of, resulting from, or in connection with:
8.2.1. Any misrepresentations, omission, or breach by Purchaser of any
representation or warranty contained in this Agreement.
8.2.2. Any nonperformance, failure to comply or breach by the Purchaser of
any covenant, promise or agreement of the Purchaser contained in this
Agreement.
9. Contingency. The transactions contemplated by this Agreement are
specifically contingent upon Platina providing a minimum of $1,000,000 to
fund the development of the assets being purchased and if the foregoing does
not occur prior to March 15, 2007, the transactions hereunder shall be
reversed at the option of the Seller.
10. Miscellaneous.
10.1. Survival of Representations, Warranties and Agreements. All of the
representations, warranties, covenants, promises and agreements of the parties
contained in this Agreement (or in any document delivered or to be delivered
pursuant to this Agreement) shall survive the execution, acknowledgment and
delivery of this Agreement and the consummation of the transactions reflected
hereby.
10.2. Notices. All notices, requests, demands, consents, and other
communications which are required or may be given under this Agreement
(collectively, the "Notices") shall be in writing and shall be given either
(a) by personal delivery against a receipted copy, or (b) by certified or
registered United States mail, return receipt requested, postage prepaid, to
the following addresses:
(i) If to Seller, to:
00 Xxxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxxx, Manager
(ii) If to the Purchaser, to:
Platina Energy Group, Inc.
000 Xxxx 00xx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxx, President
With a copy to:
Law Offices of Xxxxxxx X. Xxxxxx
0000 XXX Xxxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
or to such other address of which written notice in accordance with this
Section 10.2 shall have been provided by such party. Notices may only be
given in the manner hereinabove described in this Section 10.2 and shall
be deemed received when given in such manner.
10.3. Entire Agreement. This Agreement (including the Schedules and Exhibits
hereto) constitutes the full, entire and integrated agreement between the
parties hereto with respect to the subject matter hereof, and supercedes all
prior negotiations, correspondence, understandings and agreements among the
parties hereto respecting the subject matter hereof.
10.4. Assignability. This Agreement shall not be assignable by any party
hereto without the prior written consent of the other parties hereto.
10.5. Binding Effect; Benefit. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective heirs, personal
and legal representatives, guardians, successors and permitted assigns.
Nothing in this Agreement, express or implied, is intended to confer upon any
other person any rights, remedies, obligations, or liabilities.
10.6. Severability. Any provision of this Agreement which is held by a court
of competent jurisdiction to be prohibited or unenforceable shall be
ineffective to the extent of such prohibition or unenforceability, without
invalidating or rendering unenforceable the remaining provisions of this
Agreement.
10.7. Amendment; Waiver. No provision of this Agreement may be amended,
waived or otherwise modified without the prior written consent of all of
the parties hereto. No action taken pursuant to this Agreement, including
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 herein contained. The waiver
by any party hereto of a breach of any provision or condition contained in
this Agreement shall not operate or be construed as a waiver of any subsequent
breach or of any other conditions hereof.
10.8. Section 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.
10.9. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of
which together shall be deemed to be one and the same instrument.
10.10. Applicable Law; Jurisdiction and Venue; Service of Process. This
Agreement was made in the State of Colorado, and shall be governed by,
construed, interpreted and enforced in exclusive accordance with the laws of
the State of Colorado. Any suits, proceedings or other actions relating to,
arising out of or in connection with this Agreement shall be submitted to the
in personam jurisdiction of the courts of the State of Colorado and venue for
all such suits, proceedings and other actions shall be in the County of
Arapahoe, Colorado. The Seller, each of the Seller's Shareholders and the
Purchaser hereby waive any claim against or objection to in personam
jurisdiction and venue in the courts of the County of Arapahoe, Colorado.
10.11. Legal Expenses. If any legal action is commenced to enforce any
provision of this Agreement, the prevailing party in such legal action shall
be entitled to receive, in addition to any damages or other legal remedy,
his, her or its legal costs including but not limited to legal fees, court
costs and expert fees, incurred in such action.
10.12. Remedies. The parties hereto acknowledge that in the event of a
breach of this Agreement, any claim for monetary damages hereunder may not
constitute an adequate remedy, and that it may therefore be necessary for the
protection of the parties and to carry out the terms of this Agreement to
apply for the specific performance of the provisions hereof. It is
accordingly hereby agreed by all parties that no objection to the form of the
action or the relief prayed for in any proceeding for specific performance of
this Agreement shall be raised by any party, in order that such relief may be
expeditiously obtained by an aggrieved party. All parties may proceed to
protect and enforce their rights hereunder by a suit in equity, transaction at
law or other appropriate proceeding, whether for specific performance or for
an injunction against a violation of the terms hereof or in aid of the
exercise of any right, power or remedy granted hereunder or by law, equity or
statute or otherwise. No course of dealing and no delay on the part of any
party hereto in exercising any right, power or remedy shall operate as a
waiver thereof or otherwise prejudice its rights, powers or remedies, and no
right, power or remedy conferred hereby shall be exclusive of any other right,
power or remedy referred to herein or now or hereafter available by law, in
equity, by statute or otherwise.
10.13. Further Assurances. Each party agrees to execute, acknowledge and
deliver, after the date hereof, without additional consideration, such further
assurances, instruments and documents, and to take such further actions, as
the other party may reasonably request in order to fulfill the intent of this
Agreement and the transactions contemplated hereby.
10.14. Use of Genders. Whenever used in this Agreement, the singular shall
include the plural and vice versa, and the use of any gender shall include all
genders and the neuter.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement under seal, with the intention of making it a sealed instrument,
on the date first above written.
PURCHASER: SELLER:
PLATINA ENERGY GROUP, INC., TRI GLOBAL HOLDINGS, LLC,
a Delaware corporation a Kentucky limited liability company
By: By:
Xxxxx Xxxxxxx, President Xxxxxx Xxxxxxxx, Manager
SCHEDULE 1.1
TO ASSET PURCHASE AGREEMENT
ASSETS
SCHEDULE 1.2
TO ASSET PURCHASE AGREEMENT
ADVERSE INTERESTS AGAINST THE ASSETS
SCHEDULE 5.1.5
TO ASSET PURCHASE AGREEMENT
LEGAL PROCEEDINGS
EXHIBIT A
TO ASSET PURCHASE AGREEMENT
LEGAL OPINION
