EX 10.1
MEMORANDUM OF AGREEMENT
THIS AGREEMENT MADE EFFECTIVE AND EXECUTED AS OF March 2nd 2000 (the "Effective
Date").
BETWEEN:
Morenci Corp.
Xxxxx 000
0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX
Xxxxxx
(the "Purchaser")
AND:
Xxxx Xxxxxxx Courtice and Xxxxxx Eire XxXxxxxxxx
carrying on business as xxxxxxxxxx.xxx
0000 X. 00XX Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx.
(collectively the "Vendor")
WHEREAS:
A. The Vendor carries on business comprised of the development and
operation of a website relating to sports bikes and known as xxxxxxxxxx.xxx (the
"Business");
B. The Vendor has agreed to sell and the Purchaser has agreed to
purchase all the property, assets, and undertakings of the Business as a going
concern on the terms and conditions herein provided;
X. Xxxx Xxxxxxx Xxxxxxxx and Xxxxxx Eire XxXxxxxxxx, businessmen, of
Vancouver, British Columbia, are partners of the Vendor and have a proprietary
interest in the domain name and business of the Vendor; and
D. The Vendor owes $113,000.00 (US) to Asset Information Management
Inc. ("AIM");
NOW THEREFORE in consideration of the premises and the mutual covenants and
agreements herein contained, the parties hereto covenant and agree each with the
other as follows:
1. PURCHASE AND SALE
1.1 Subject to the terms and conditions of this Agreement, at the Closing
(hereinafter defined) the Vendor will sell, transfer and assign to the
Purchaser, free and clear of all liens, charges and encumbrances except
as may be otherwise specifically provided for herein, and the Purchaser
will purchase from the Vendor, the Business as a going concern and all
property and assets of the Business of every kind and description and
wherever situate (collectively, the "Business Assets"), including
without limiting the foregoing:
(a) ownership of the domain name and internet entity "xxxxxxxxxx.xxx"
including all code names, trade marks and copyrights thereto;
(b) all chattels, equipment, fixtures, furnishings, machinery, vehicles
and supplies used in connection with the Business as at the date hereof
(the "Equipment");
(c) all inventories of the Business (the "Inventory");
(d) all right, title, benefit and interests under all contracts,
engagements and commitments, whether oral or written,
including the benefit of all unfilled orders received by the
Vendor and forward commitments to purchase made by the Vendor,
which the Vendor is entitled to or possessed of in connection
with the Business (the "Material Contracts");
(e) all customer lists, brochures, samples, price lists,
accounting and other books and records and all other
information, correspondence, documents and material relating
to the Business;
(f) all right, title and interest of the Vendor in and to all
registered and unregistered trademarks, trade and brand names,
copyrights, designs, restrictive convenants and other
industrial or intellectual property respecting the Business
(the "Intangible Property");
(g) all permits, licences, consents, authorizations and approvals
pertaining to the Business; and
(h) the goodwill of the Business together with the exclusive right
to the Purchaser to represent itself as carrying on the
Business in continuation of and in succession to the Vendor
and the right to the name "xxxxxxxxxx.xxx" or any variation
thereof as part of or in connection with the Business (the
"Goodwill").
1.2 All quotations for the sale or purchase of inventory or supplies made
or received by the Vendor and not confirmed to contractual commitment
will be deemed to be assigned to the Purchaser at the Closing to be
accepted, confirmed or withdrawn or otherwise acted upon by the
Purchaser in its own name, for its own account and in accordance with
its own business judgement.
2. PURCHASE PRICE AND ALLOCATION
2.1 The purchase price payable by the Purchaser to the Vendor for the
Business Assets will be the sum of $10,000.00, payable at the Closing.
2.2 The Purchase Price will be allocated among the various items comprisin
the Business Assets as follows:
(a) to the domain name, the sum of $9,500.00;
(b) to the Equipment, the sum of $250.00;
(c) to the Goodwill, the sum of $249.00;
(d) to the remaining Business Assets, the sum of $1.00.00.
3. ELECTION
3.1 The parties hereto agree to elect jointly in accordance with the
provisions of Section 85(1) of the Income Tax Act of Canada, in
prescribed form and within the time stipulated inn Section 85(6) of the
said Act, that the Vendor's proceeds of disposition of the Assets and
the Purchaser's cost of the Assets be the sum of $10,000.00 (herein
called the "Elected Amount").
3.2 The parties hereby acknowledge that, to the best of their knowledge,
the Elected Amount represents the tax cost (as that term is defined inn
the Income Tax Act of Canada) to the Vendor of the Assets on the
Effective Date. However, if at any time hereafter, it is determined by
the parties hereto or if it is finally determined by the Department of
National Revenue, a tribunal or Court of competent jurisdiction or
otherwise, that the adjusted cost base to the Vendor of the Assets on
the Effective Date is greater or less than the Elected Amount herein
provided, the parties will amend this Agreement and change the Elected
Amount to ensure that the Elected Amount is equal to the adjusted cost
base to the Vendor of the Assets as determined pursuant to this
paragraph.
4. CLOSING, POSSESSION AND ADJUSTMENTS
4.1 The completion of the transactions contemplated hereby (the "Closing")
will take place at 10:00 A.m., local time on March 2nd 2000 (the
"Closing Date") at the offices of the Purchaser, or at such other
place, date and time as may be mutually agreed upon by the parties
hereto;
4.2 The Vendor will deliver possession of Business Assets, free of any
other claim to possession and any tenancies, to the Purchaser on the
Closing Date;
4.3 All revenues and expenses, including prepaid expenses, of the Business
will be adjusted (the "Adjustments") between the Vendor and the
Purchaser as at the commencement of business on the Closing Date, to
the effect that in respect of any period before that time, the Vendor
will bear all expenses and receive all revenue relating to the Business
and that from and after said time, the Purchaser will bear all expenses
and receive all revenue relating to the Business.
5. ASSUMPTION OF LIABILITY
5.1 It is understood and agreed that from and after the Closing the
Purchaser will assume and pay any and all indebtedness of the Vendor
(the "Assumed Indebtedness") which the Vendor owes to AIM and the
Purchaser covenants to assume and pay the Assumed Indebtedness and to
indemnify and save harmless the Vendor in respect thereof.
5.2 It is understood and agreed that from and after the Closing, the
Purchaser will assume, perform and discharge the Vendor's obligations
and liabilities in respect of any Material Contracts and that at the
Closing, the Vendor and the Purchaser will deliver and Assignment,
Assumption and Indemnity Agreement whereby:
(a) the Vendor confirms the representations and warranties made
herein which pertain to the Material Contracts;
(b) the Vendor assigns all right, title, benefit and interest under the
Material Contracts to the Purchaser;
and
(c) the Purchaser covenants to assume, perform and discharge said
obligations and liabilities and to indemnify and save harmless
the Vendor in respect thereof.
5.3 Both before and after the Closing, the Vendor and the Purchaser will
make their best efforts to obtain the release of the Vendor of their
obligations in respect of the Assumed Indebtedness and the Material
Contracts and the Vendor and the Purchaser will execute and deliver
such documents and instruments and so such acts and things as may be
required for said purposes.
6. REPRESENTATIONS OF THE VENDOR
6.1 The Vendor and Xxxx Xxxxxxx Courtice and Xxxxxx Eire XxXxxxxxxx jointly
and severally represent and warrant to the Purchaser, with the intent
that the Purchaser will rely thereon in entering into this Agreement
and in concluding the transactions contemplated hereby, that:
(a) each of the parties hereto has the power, authority and capacity
to carry on the Business as presently conducted and to enter into this
Agreement and carry out its terms;
(b) the execution and delivery of this Agreement and the
completion of the transaction contemplated hereby has been
duly and validly authorized by the necessary corporate action
on the part of the Vendor and this Agreement constitutes a
valid and binding obligation of the Vendor enforceable against
the Vendor in accordance with its terms;
(c) the Vendor owns and possesses and has good and marketable
title to the Business Assets, free and clear of all liens,
charges and encumbrances of every kind and nature whatsoever;
(d) the Business Assets comprise all property and assets used by the Vendor
in connection with the Business;
(e) there are:
(i) no actions, suits or proceedings before any court, pending or
threatened, by or against or affecting the Vendor, the Business or
any of the Business Assets; and
(ii) no proceedings, investigations,
complaints, order, directives or notices
of defect or non-compliance by or before
any governmental commission, department,
board, authority or administrative or
regulatory agency, body or officer issued,
pending or threatened against the Vendor
or in respect of the Business or any of
the Business Assets;
7. REPRESENTATIONS OF THE PURCHASER
7.1 The Purchaser represents and warrants to the Vendor as follows, with
the intent that the Vendor will rely thereon in entering into this
Agreement and in concluding the purchase and sale contemplated hereby,
that:
(a) the Purchaser is a publicly traded corporation duly
incorporated, validly existing and in good standing under the
laws of the State of Nevada in the United States of America,
and has the power, right and capacity to enter into this
Agreement and to carry out its terms; and
(b) the execution and delivery of this Agreement and the
completion of the transactions contemplated hereby has been
duly and validly authorized by all necessary corporate action
on the part of the Purchaser and this agreement constitutes a
valid and binding obligation of the Purchaser in accordance
with its terms.
8. TRANSACTIONS OF THE VENDOR AT THE CLOSING
8.1 At the Closing, the Vendor will execute and deliver or cause to be
executed and delivered, all documents and instruments, including deeds,
conveyances, bills of sale, transfers, assignments, agreements and
certificates as are necessary to effectively vest good and marketable
title to the Business Assets in the Purchaser free and clear of any
liens, charges and encumbrances.
9. TAXES
9.1 All taxes payable pursuant to the Social Services Tax Act of British
Columbia arising out of the purchase of the Business Assets as
contemplated hereby will be paid by the Purchaser.
10. TIME OF THE ESSENCE
10.1 Time is of the essence.
11. FURTHER ASSURANCES
11.1 The parties will execute and deliver all such further documents and
instruments and do all such further acts and things as may be required
to carry out the full intent and meaning of this Agreement and to
effect the transactions contemplated hereby.
12. ASSIGNMENT
12.1 This Agreement may not be assigned by any party hereto without the
prior written consent of the other parties hereto.
13. ENTIRE AGREEMENT
13.1 This Agreement embodies the entire agreement and understanding between
the parties hereto and supercedes all prior agreements,
representations, warranties and understandings, whether oral or
written, relative to the subject matter hereof.
14. SUCCESSORS AND ASSIGNS
14.1 This Agreement will enure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted assigns.
15. COUNTERPARTS
15.1 This Agreement may be executed in several counterparts, each of which
will be deemed to be an original and all of which will together
constitute one and the same instrument.
16. SCHEDULES
16.1 The schedules attached hereto are hereby incorporated into this
Agreement and form a part hereof. All terms defined in the body of this
Agreement will have the same meaning in the Schedules attached hereto.
17. REFERENCES TO AGREEMENT
17.1 The terms "this Agreement", "hereof", "herein", "hereby", "hereto", and
similar terms refer to this Agreement and not to any particular clause,
paragraph or other part of this Agreement unless another document is
specified.
18. PROPER LAW
18.1 The proper law of this Agreement is the law of British Columbia.
IN WITNESS WHEREOF the parties have hereunto set their hands and seals
effective as of the Effective Date first above written.
SIGNATURE PAGE IMMEDIATELY FOLLOWING.
SIGNED, SEALED AND DELIVERED BY SIGNED, SEALED AND DELIVERED BY
XXXX XXXXXXX COURTICE. MORENCI CORP.
/s/ Xxxx Xxxxxxxx By: /s/ M. Xxxxx Xxxxxxxx
------------------------------ -------------------------
Signature Authorized Signatory
_____Kent Courtice_____________________
Name Name of Signatory: M. Xxxxx Xxxxxxxx
--------
0000 Xxxx 00xx Xxxxxx, Xxxxxxxxx, XX Title of Signatory: President
---------------------------------------
Address
SIGNED, SEALED AND DELIVERED BY
XXXXXX EIRE XxXXXXXXXX.
/s/ Xxxxxx XxXxxxxxxx
Signature
______Robert McLauchlan_______________
Name
