Exhibit 3
EXHIBIT 3
ASSET PURCHASE AGREEMENT
PURCHASE AGREEMENT by and between DCP Limited (a Nevada Limited Liability Corp.)
(hereinafter sometimes referred to as "Seller") and Make Your Move,
Inc.(hereinafter sometimes referred to as "Buyer").
WHEREAS, the management of Seller and Buyer deem it advisable for the mutual
benefit of Seller and Buyer and their respective shareholders that certain
assets of Seller be acquired by Buyer (the "Acquisition"), and have approved
this Purchase Agreement and Plan of Acquisition (the "Agreement");
NOW THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained herein, and for the purpose of setting
forth certain terms and conditions of the Acquisition, and the method of
carrying the same into effect, Seller and Buyer agree as follows:
ARTICLE 1
ACQUISITION
1. Agreement to Buy and Sell. Seller agrees to sell and Buyer agrees to buy the
assets listed in Schedule A attached and made part of this agreement.
2. The purchase price shall be paid by issuing 10,000 shares of Buyers common
stock to Seller as payment in full.
3. The purchase price shall be distributed to the shareholders of Seller as
follows:
Xxxx Xxxxxxxxx 1,700 shares
Xxxxxx Xxxx 500 shares
Xxxxxx X'Xxxx 500 shares
Xxxxx Rolling 6,800 shares
Xxxxxxx Rolling 500 shares
Total shares 10,000
4. The sale shall be effective June 30, 2001.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer, represents and warrants to, and agrees with Seller as follows:
1. Organization and Good Standing. Buyer is a duly incorporated and validly
existing corporation in good standing under the laws of
Nevada, with all
requisite power and authority (corporate and other) to own its properties and
conduct business.
2. Authorization; Binding Agreement. Buyer has the requisite power and authority
to execute and deliver this Agreement and to carry out the transactions
contemplated hereby. This Agreement has been duly and validly authorized,
executed and delivered by Buyer and constitutes a valid and binding agreement of
Buyer in accordance with its terms.
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3. Litigation. As of the date hereof, there are no claims, actions, proceedings,
or investigations pending or, to the best knowledge of Buyer, threatened against
Buyer or to the best of Buyer's knowledge, pending or threatened against any
subsidiary company, partnership, employee, consultant, director, officer or
shareholder, in his or its capacity as such, before any court or governmental or
regulatory authority or body which, if decided adversely, could materially and
adversely affect the financial condition, business, prospects or operations of
Buyer or its subsidiaries or partnership(s). As of the date hereof, neither
Buyer nor any of its property is subject to any order, judgment, injunction or
decree, which materially and adversely affects the financial condition,
business, prospects or operations of Buyer.
ARTICLE 3
REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF SELLER
Seller represents and warrants to and agrees with Buyer as follows:
1. Organization and Good Standing. Seller is a duly incorporated and validly
existing corporation in good standing under the laws of
Nevada, with all
requisite power and authority (corporate or other) to own its properties and
conduct its businesses.
2. Authorization; Binding Agreement. Seller has the requisite corporate power
and authority to execute and deliver this Agreement. This Agreement has been
duly and validly authorized, executed and delivered by Seller and constitutes a
valid and binding agreement of Seller in accordance with its terms.
3. Litigation. As of the date hereof, there are no claims, actions, proceedings,
or investigations pending or, to the best knowledge of Seller, threatened
against Seller or to the best of Seller's knowledge, pending or threatened
against any subsidiary company, partnership, employee, consultant, director,
officer or shareholder, in his or its capacity as such, before any court or
governmental or regulatory authority or body which, if decided adversely, could
materially and adversely affect the financial condition, business, prospects or
operations of Seller or its subsidiaries or partnership(s). As of the date
hereof, neither Seller nor any of its property is subject to any order,
judgment, injunction or decree, which materially and adversely affects the
financial condition, business, prospects or operations of Seller.
4. Clear Title. Seller warrants that it owns the equipment free of loans or
liens. Seller further warrants that it has the legal right to sell the equipment
listed in Schedule A free of all liens and encumbrances.
ARTICLE 4
GENERAL AGREEMENTS
1. Cooperation. Each of the parties hereto shall cooperate with the other in
every reasonable way in carrying out the transactions contemplated herein, and
in delivering all documents and instruments deemed reasonably necessary or
useful by counsel for any party hereto.
2. Costs. All costs and expenses incurred in connection with this Agreement and
the transactions contemplated hereby shall be the sole responsibility of Buyer,
except as stated in Schedule A.
3. Survival of Representations and Warranties. All representations and
warranties in this Agreement or in any instrument or certificate delivered
pursuant to this Agreement delivered prior to the Closing Date shall survive the
consummation of the Acquisition.
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4. Notices. All notices and other communications hereunder shall be in writing
and shall be deemed to have been duly given if delivered by messenger,
transmitted by fax or telegram or mailed by registered or certified mail,
postage prepaid, as follows
(a) If to Seller, to: DCP Limited
000 Xxxxxxxx Xxxx.
Xxxx, XX 00000
(b) If to Buyer, to: Make Your Move, Inc.
X.X. Xxx 00000
Xxxx, XX 00000-0000
The date of any such notice shall be the date hand-delivered or otherwise
transmitted or mailed.
5. Amendment. This Agreement (including the documents and instruments referred
to herein or therein) (a) constitutes the entire agreement and supersedes all
other prior agreements and understandings, both written and oral, between the
parties with respect to the subject matter hereof, (b) is not intended to confer
upon any other person any rights or remedies hereunder, and (c) shall not be
assigned by operation of law or otherwise. This Agreement may be amended or
modified in whole or in part to the extent permitted by
Nevada law at any time,
by an agreement in writing executed to do so by the Board of Directors of Seller
and Buyer.
6. Waiver. At any time prior to the Closing Date, the parties hereto may (a)
extend the time for the performance of any of the obligations or other acts of
the other parties hereto, (b) waive any inaccuracies in the representation and
warranties contained herein or in any document delivered pursuant hereto, and
(c) waive compliance with any of the agreements or conditions contained herein.
Any agreement on the part of a party hereto to any such extension or waiver
shall be valid if set forth in an instrument in writing or waiver signed on
behalf of such party.
7. Brokers. Seller and Buyer represent and warrant that no broker, finder or
investment banker is entitled to any brokerage, finder's or other fee or
commission in connection with this transaction.
8. Publicity. So long as this Agreement is in effect, the parties hereto shall
not issue or cause the publication of any press release or other announcement
with respect to this Agreement without the consent of the other party, which
consent shall not be unreasonably withheld or delayed where such release or
announcement is required by applicable law.
9. Headings. The headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement.
10. Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of and is enforceable by the respective successors and assigns of
the parties hereto.
11. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of
Nevada.
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IN WITNESS WHEREOF, the parties have executed this Agreement by their duly
authorized officers as of the 30th day of June, 2001.
BUYER: Make Your Move, Inc.
By:_/s/ Xxxxx X. Rolling
Xxxxx X. Rolling, President
SELLER: DCP Limited
By 100% of the shareholders
/s/ Xxxx Xxxxxxxxx
--------------------------------
Xxxx Xxxxxxxxx
/s/ Xxxxxx Xxxx /s/ Xxxxxx X'Xxxx
------------------------------- -------------------------
Xxxxxx Xxxx Xxxxxx X'Xxxx
/s/ Xxxxx X. Rolling /s/ Xxxxxxx Rolling
------------------------------ -------------------------
Xxxxx X. Rolling Xxxxxxx Rolling
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