EXHIBIT 10.25
TRANSFER OF ASSETS AGREEMENT
BETWEEN CRYSTALIX GROUP INTERNATIONAL
AND INNOVATIVE MOTIONS ("PARTIES")
TRANSFER OF ASSETS AGREEMENT
BETWEEN CRYSTALIX GROUP INTERNATIONAL
AND INNOVATIVE MOTIONS ("PARTIES")
This Transfer of Assets Agreement ("Agreement") is dated for reference purposes
only as of September 22, 2005, and is effective as of the date all parties sign
Agreement ("Effective Date"). This Agreement is between Crystalix Group
International, Inc., ("Company") a Nevada corporation having an office located
at 0000 Xxxxx Xx., Xxx. X, Xxx Xxxxx, XX 00000, and Innovative Motions ("IM") a
Nevada corporation owned by Xxxxxx Xxxxxxx.
FACTUAL BACKGROUND
A. Company desires to purchase from IM and IM desires to sell to Company
shares of outstanding Company stock.
B. IM desires to purchase from Company and Company desires to sell to IM
the entire Berlin Division of Crystalix Imaging, Ltd.
C. Company and IM desire to agree as set forth below.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
promises and understandings herein contained and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
AGREEMENT
1) FACTUAL BACKGROUND. The above-listed Factual Background is incorporated
into this Agreement in its entirety and expressly made a part of this
Agreement. All dollar amounts are in United States Dollars, unless
expressly written as otherwise. Without prejudice to any other rights of
Company under this Agreement, time is of the essence regarding all payments
due under this Agreement. All information Parties must provide under this
Agreement must be in English.
2) COMPANY AGREES. The Company will:
a) Transfer the technical development Xxxxxxx brand laser machines as far
as activated in the CGI books to a party named by IM.
b) Transfer the Berlin branch with all assets to IM or a third party named
by IM, so that this branch may operate as an independent enterprise.
c) Reissue stock in one certificate in the name IM or a third party to be
named by IM in the amount of 1,000,000 shares of common stock.
d) Transfer the balance of all VAT tax related to the Berlin Branch
operations agreed to by German tax authorities and IM accountants and
related to all VAT return periods up to and including June 30, 2005.
e) Indemnify IM from all negative tax consequences related to this
Agreement, if any, up to the Effective Date. Such indemnification will
stand until December 31, 2007, as long as all correspondence, banking
and accounting records relating to all tax issues are supplied to the
Company in a timely and reasonable manner.
f) Relieve Berlin Branch of inter company debts.
g) Arrange for the packing and shipping of miscellaneous parts, equipment,
supplies, and raw materials from Las Vegas office, as listed in
Schedule B, to a location of IM direction.
h) Stop the use of `Crystalix' name and website within 120 days of the
Effective Date of Agreement. IM is entitled to use Crystalix name for
all and any of his companies and products.
i) Retain for its own use and commitments all furniture, fixtures,
inventories, samples, machinery, records, raw materials and any other
assets fixed and/or moveable, tangible and/or intangible in the Dublin
office and in the warehouse in Wales.
j) Hold harmless IM from any liabilities, not related to the Berlin Branch
office of CGI as of the Effective Date.
k) Transfer all listed affiliates including all respective affiliate
assets on Crystalix books to IM listed in Schedule A of this Agreement.
Crystalix shall send to each listed affiliate(except Singapore) a
signed letter instructing each of the transfer of their contract
exclusively to Berlin and Xxxxxx Xxxxxxx.
l) Grant, as part of the mutual release, past, present and future
indemnification from any liabilities other than those addressed in this
Agreement.
3) IM AGREES. IM will:
a) Return to the Company all stock issued to Xxxxxx Xxxxxxx by the Company
without exception or give permission to revoke them. This includes 5
Common Certificates in Xxxxxx Xxxxxxx name totaling 6,058,000; 1 Common
Certificate in World Trade Consultants, Inc name totaling 2,563,000 and
1 Preferred Certificate in Xxxxxx Xxxxxxx name for 962,100.
b) Assume all verbal and contractual commitments entered into by the
Company, with regards to the Berlin Branch, IM or for the benefit of
Xxxxxx Xxxxxxx personally.
c) Allow the continued use of the website and Crystalix name by the
Company for a period of 120 days as of the Effective Date of this
agreement.
d) Take all necessary steps to de-list CYXG from any and all German Stock
Exchanges.
e) Hold the Company, its subsidiaries, affiliates, officers, directors,
employees, representatives and agents harmless from any action of IM,
its subsidiaries, affiliates, officers, directors, employees,
representatives and agents while the Company continues the use of
`Crystalix' name.
f) At no time in the future, as of the Effective Date of this Agreement,
use the name Crystalix Group International, Crystalix USA (or any
deviation thereof), Crystalix
Imaging Ltd or Crystalix Europe. The Berlin Branch may maintain for a
period of 120 days as of the Effective Date of the Agreement its actual
appearance.
g) Agree to have Xxxxxx Xxxxxxx removed as an authorized signatory from
the current Crystalix Europe bank account at Deutsche Bank immediately
following the transfer of all taxes and necessary filings. Company will
transfer the current Crystalix Europe bank account balance to IM or a
third party named by IM by sending a letter to the Deutsche Bank
removing everyone but Xxxxxxx. Xxxxxxx will close Europe bank account
following final transfer of funds.
h) Agree that Xxxxxx Xxxxxxx will resign all and any positions as an
officer and board member of the Company.
i) Apply best efforts to attain a formula for the repair and maintenance
of all existing equipment for past and future sales into the U.S.
including equipment in the possession of the Company and its
subsidiaries.
j) Supply the Company with name, address and bank account information of
the assuming entity for any reason, including but not limited to the
transfer of final VAT tax.
k) Transfer One Hundred Euros to Company for transfer of assets as
described herein.
4) ENTIRE AGREEMENT; MODIFICATION AND WAIVER. This Agreement contains the
complete and exclusive statement of this Agreement between the parties with
respect to the subject matter hereof, and supersedes any previous
understandings, communications, commitments or agreements, oral or written.
This Agreement may not be changed in any respect except by a writing duly
executed and delivered by Company and IM. No term or condition of this
Agreement will be considered as waived unless such waiver is in writing and
duly executed by an officer or duly authorized representative of the
waiving party. Any waiver by either party of a breach of any term or
condition of this Agreement will not be considered as a waiver of any
subsequent breach of this Agreement.
5) GOVERNING LAW; JURISDICTION AND VENUE. This Agreement and all questions
relating to its validity, interpretation, performance and enforcement
(including, without limitation, provisions concerning limitations of
action), will be governed by and construed in accordance with the laws of
the state of Nevada. In the event of any dispute arising under this
Agreement, exclusive jurisdiction and venue shall be in the state and
federal courts located in Xxxxx County, Nevada.
6) NOTICES. Any notice, consent, approval, request, demand or other
communication required or permitted under this Agreement must be in writing
to be effective and will be deemed delivered and received when: (a)
personally delivered or if delivered by facsimile, when electronic
confirmation is actually received by the party to whom notice was sent, or
(b) if delivered by mail whether actually received or not, at the close of
business on the third business day following the day when placed in the
United States Mail, postage prepaid, certified or registered mail, return
receipt requested, at the addresses set forth below (or to such other
address as any party will specify by written notice so given), and will be
deemed to have been delivered as of
the date so personally delivered or mailed. The address of Company for
purposes of this paragraph is as follows:
Company:
Crystalix Group International, Inc.
0000 Xxxxx Xxxxx
Xxxxx X
Xxx Xxxxx, Xxxxxx 00000
Attention: Xxxx Xxx
Facsimile: (000) 000-0000
IM: (INSERT ADDRESS)
7) ATTORNEYS' FEES AND COSTS. If any legal action or any other proceeding is
brought for the enforcement of this Agreement, or if a dispute arises under
this Agreement, the prevailing party will be entitled to recover reasonable
attorneys' fees and other costs incurred in that action or proceeding, in
addition to any other relief to which it may be entitled.
8) SEVERABILITY. If for any reason whatsoever, any one or more of the
provisions of this Agreement will be held or deemed to be illegal,
inoperative, unenforceable or invalid as applied to any particular case or
in all cases, such circumstances will not have the effect of rendering such
provisions illegal, inoperative, unenforceable or invalid in any other case
or of rendering any other provisions of this Agreement illegal,
inoperative, unenforceable or invalid.
9) CAPTIONS. The captions contained herein are not a part of this Agreement.
They are only for the convenience of the parties and do not in any way
modify, amplify or give full notice of any of the terms, covenants or
conditions of this Agreement.
10) CONSTRUCTION. For purposes of this Agreement, the language of the contract
will be deemed to be the language of both parties and neither party will be
construed as the drafter.
All facsimile signatures hereon will be deemed original for all purposes.
IN WITNESS WHEREOF, the parties hereto acknowledge their acceptance to the
express terms and conditions contained in this Agreement by affixing their
respective signatures below.
COMPANY: CRYSTALIX GROUP INTERNATIONAL, INC.
By: /s/ XXXXXXX X. XXX
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Its: President
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Date: 10/5/05
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Witness: /s/ XxXxx Xxxxx
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Print Name: XxXxxx Xxxxx
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XXXXXXX: XXXXXX XXXXXXX
/s/ XXXXXX XXXXXXX
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By: Xxxxxx Xxxxxxx
Date: Oct. 5, 2005
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Witness: /s/ XXXXX XXXX
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Print Name: Oct 5 2005
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