AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONS
Exhibit 10.5
This
Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of
Obligations (“Transfer
and Assumption Agreement”) is made as of November 30, 2009, by and
between CPX Uranium, Inc. (“CPX”), with an
address of 0000 Xxxx Xxxxxxxxx Xxxx, #000 Apache Junction Arizona, 85220, NPX
Metals, Inc., with an address of 0000 Xxxx Xxxxxxxxx Xxxx, #000 Xxxxxx Xxxxxxxx
Xxxxxxx, 00000 (“NPX” and collectively
with “CPX”, “Assignor”), and Green
Energy Fields, Inc a Nevada corporation (“Assignee”).
WHEREAS, Assignor desires to
convey, transfer and assign to Assignee, and Assignee desires to acquire from
Assignor, all of the assets set forth on Schedule A attached
hereto (collectively, the “Assets”), and in
connection therewith, Assignee has agreed to assume certain of the liabilities
of Assignor relating to the Assets, on the terms and conditions set forth
herein; and
WHEREAS, NPX owns 100% of the issued
and outstanding securities of CPX and desires to transfer, convey and assign the
CPX stock to Assignee, free and clear of all liens, claims, encumbrances and
liabilities (except as provided in Section 2 hereof).
NOW THEREFORE, in
consideration of the mutual promises and agreements contained herein, the
parties hereto, intending to be legally bound hereby, agree as
follows:
Section
1. Assignment and
Sale.
1.1. Assignment
of Assets. For good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged by Assignor, Assignor does hereby
assign, grant, bargain, sell, convey, transfer and deliver to Assignee, and its
successors and assigns, all of Assignor’s right, title and interest in, to and
under the Assets.
1.2 Purchase
of Stock. NPX hereby transfers, conveys and assigns 100% of
the issued and outstanding shares of common stock of CPX (the “Shares”) to
Assignee. NPX represents and warrants that Schedule A sets forth the
true and correct capitalization of CPX, and that there are no outstanding
options, rights or interests in or to purchase any securities of CPX other than
as set forth on Schedule A.
1.3 Closing. The purchase and
sale of the Shares shall take place at a closing (the “Closing”), to be held at
such date, time and place at the law office of Sichenzia Xxxx Xxxxxxxx &
Xxxxxxx, LLP as shall be determined by the Assignee on notice to the
Assignor.
At the
Closing:
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a)
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NPX
shall deliver to the Assignee a certificate (or certificates) for the
Shares, along with a fully executed stock power duly endorsed in form for
transfer to the Assignee;
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b)
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The
Assignee shall pay to the Assignor at the Closing: (A) 2,000,000 shares of
the Common Stock, par value $0.0001 per share, of Assignee; plus (B) the
amount set forth for operating expenses incurred by Assignor for the
operation of the Assets through and following the Closing Date, as set
forth on Schedule A hereto (the “Purchase
Price”).
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1.4 Further
Assurances. Assignor shall from time to time after the date
hereof at the request of Assignee and without further consideration execute and
deliver to Assignee such additional instruments of transfer and assignment,
including without limitation any bills of sale, assignments of leases, deeds,
and other recordable instruments of assignment, transfer and conveyance, in
addition to this Transfer and Assumption Agreement, as Assignee shall reasonably
request to evidence more fully the assignment by Assignor to Assignee of the
Assets.
Section
2. Assumption.
2.1 Assumed
Liabilities. As of the date hereof, Assignee hereby assumes
and agrees to pay, perform and discharge, fully and completely, those
liabilities, commitments, contracts, agreements, obligations or other claims
against Assignor, whether known or unknown, asserted or unasserted, accrued or
unaccrued, absolute or contingent, liquidated or unliquidated, due or to become
due, and whether contractual, statutory, or otherwise associated with the Assets
assigned, as set forth on Schedule B attached
hereto (the “Liabilities”).
Section
3. Representations and
Warranties of the Assignor.
Assignor hereby make the following
representations and warranties to the Assignee which shall survive the Closing
and sale of the Shares:
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a)
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NPX
owns the Shares free and clear of any and all liens, claims, encumbrances,
preemptive rights, right of first refusal and adverse interests of any
kind.
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b)
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The
Assets are owned by Assignors free and clear of any and all liens, claims,
encumbrances, preemptive rights, right or first refusal and adverse
interests of any kind.
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c)
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Assignor
has/have the requisite power and authority to enter into this Agreement
and to consummate the transactions contemplated hereby and otherwise to
carry out Assignor’s obligations
hereunder.
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d)
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No
consent, approval or agreement of any individual or entity is required to
be obtained by the Assignor in connection with the execution and
performance by the Assignor of this Agreement or the execution and
performance by the Assignor of any agreements, instruments or other
obligations entered into in connection with this
Agreement.
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e)
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There
is no private or governmental action, suit, proceeding, claim, arbitration
or investigation pending before any agency, court or tribunal, foreign or
domestic, or, to the Assignor’s knowledge, threatened against the Assignor
or any of Assignor’s’ properties\.
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f)
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There
is no judgment, decree or order against the Assignor that could prevent,
enjoin, alter or delay any of the transactions contemplated by this
Agreement.
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g)
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There
are no material claims, actions, suits, proceedings, inquiries, labor
disputes or investigations pending or, to the Assignor’s knowledge,
threatened against the Assignor or any of its assets, at law or in equity
or by or before any governmental entity or in arbitration or
mediation.
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h)
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No
bankruptcy, receivership or debtor relief proceedings are pending or, to
the Assignor’s knowledge, threatened against the
Assignor.
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i)
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The
Assignor has complied with, is not in violation of, and has not received
any notices of violation with respect to, any federal, state, local or
foreign Law, judgment, decree, injunction or order, applicable to it, the
conduct of its business, or the ownership or operation of its
business. References in this Agreement to “Laws” shall refer to
any laws, rules or regulations of any federal, state or local government
or any governmental or quasi-governmental agency, bureau, commission,
instrumentality or judicial body (including, without limitation, any
federal or state securities law, regulation, rule or administrative
order).
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j)
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The
Assignor is aware of the Assignee’s business affairs and financial
condition and has reached an informed and knowledgeable decision to sell
the Shares and assign the Assets.
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k)
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Other
than the Liabilities, there are no liabilities, commitments, contracts,
agreements, obligations or other claims against CPX or the Assets, whether
known or unknown, asserted or unasserted, accrued or unaccrued, absolute
or contingent, liquidated or unliquidated, due or to become due, and
whether contractual, statutory, or otherwise associated with the
Assets
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l)
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All
representations, covenants and warranties of the Assignor contained in
this Agreement shall be true and correct on and as of the Closing with the
same effect as though the same had been made on and as of such
date.
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m)
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NPX
agrees to indemnify and hold harmless Assignee for and against any breach
of the representations or warranties contained in this
Agreement.
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Section
4. Miscellaneous.
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n)
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Entire
Agreement. This Agreement constitutes the entire
agreement of the parties, superseding and terminating any and all prior or
contemporaneous oral and written agreements, understandings or letters of
intent between or among the parties with respect to the subject matter of
this Agreement. No part of this Agreement may be modified or
amended, nor may any right be waived, except by a written instrument which
expressly refers to this Agreement, states that it is a modification or
amendment of this Agreement and is signed by the parties to this
Agreement, or, in the case of waiver, by the party granting the
waiver. No course of conduct or dealing or trade usage or
custom and no course of performance shall be relied on or referred to by
any party to contradict, explain or supplement any provision of this
Agreement, it being acknowledged by the parties to this Agreement that
this Agreement is intended to be, and is, the complete and exclusive
statement of the Agreement with respect to its subject
matter. Any waiver shall be limited to the express terms
thereof and shall not be construed as a waiver of any other provisions or
the same provisions at any other time or under any other
circumstances.
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o)
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Severability. If
any section, term or provision of this Agreement shall to any extent be
held or determined to be invalid or unenforceable, the remaining sections,
terms and provisions shall nevertheless continue in full force and
effect.
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p)
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Notices. All
notices provided for in this Agreement shall be in writing signed by the
party giving such notice, and delivered personally or sent by overnight
courier, mail or messenger against receipt thereof or sent by registered
or certified mail, return receipt requested, or by facsimile transmission
or similar means of communication if receipt is confirmed or if
transmission of such notice is confirmed by mail as provided in this
Agreement Notices shall be deemed to have been received on the
date of personal delivery or telecopy or attempted
delivery.
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q)
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Governing
Law. This Agreement shall be governed and construed in
accordance with the laws of the State of New York applicable to agreements
executed and to be performed wholly within such State, without regard to
any principles of conflicts of law. Each of the parties
hereby irrevocably consents and agrees that any legal or
equitable action or proceeding arising under or in connection with this
Agreement shall be brought in the federal or state courts located in the
County of New York in the State of New York, by execution and delivery of
this Agreement, irrevocably submits to and accepts the jurisdiction of
said courts, (iii) waives any defense that such court is not a convenient
forum, and (iv) consent to any service of process made either (x) in the
manner set forth in this Agreement (other than by telecopier), or (y) any
other method of service permitted by
law.
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r)
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Waiver of Jury
Trial. Each of the parties hereto hereby expressly
waives any right to a trial by jury in the event of any suit, action or
proceeding to enforce this Agreement or any other action or proceeding
which may arise out of or in any way be connected with this Agreement or
any of the other documents or agreements executed in connection
herewith.
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s)
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Parties to Pay Own
Expenses. Each of the parties to this Agreement shall be
responsible and liable for its own expenses incurred in connection with
the preparation of this Agreement, the consummation of the transactions
contemplated by this Agreement and related
expenses.
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t)
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Successors. This
Agreement shall be binding upon the parties and their respective heirs,
executors, administrators, legal representatives, successors and assigns;
provided, however, that neither party may assign this Agreement or any of
its rights under this Agreement without the prior written consent of the
other party.
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u)
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Further
Assurances. Each party to this Agreement agrees, without
cost or expense to any other party, to deliver or cause to be delivered
such other documents and instruments as may be reasonably requested by any
other party to this Agreement in order to carry out more fully the
provisions of, and to consummate the transaction contemplated by, this
Agreement.
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v)
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Counterparts. This
Agreement may be executed simultaneously in two or more counterparts, each
of which shall be deemed an original but all of which together shall
constitute one and the same
instrument.
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w)
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No Strict
Construction. The language used in this Agreement will
be deemed to be the language chosen by the parties with the advice of
counsel to express their mutual intent, and no rules of strict
construction will be applied against any
party.
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x)
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Headings. The
headings in the Sections of this Agreement are inserted for convenience
only and shall not constitute a part of this
Agreement.
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y)
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Legal
Representation. Each party hereto acknowledges that it
has been represented by independent legal counsel in the preparation of
the Agreement. Each party recognizes and acknowledges that
counsel to the Assignee has represented other shareholders of
the
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Assignee
and may, in the future, represent others in connection with various legal
matters and each party waives any conflicts of interest and other
allegations that it has not been represented by its own
counsel.
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[SIGNATURE
PAGE FOLLOWS]
[SIGNATURE
PAGE TO AGREEMENT OF CONVEYANCE]
IN WITNESS WHEREOF, this
Transfer and Assumption Agreement has been duly executed and delivered by the
parties hereto as of the date first above written.
ASSIGNOR:
NPX METALS, INC.
By: Xxxxxx
Xxxxx
Name: Xxxxxx
Xxxxx
Title: President
CPX URANIUM, INC.
By: Xxxxxxxx
Xxxxxxx
Name:
Xxxxxxxx Xxxxxxx
Title:
Secretary
ASSIGNEE:
GREEN ENERGY FIELDS, INC.
By: Xxxxxx
Xxxxx
Name:
Xxxxxx Xxxxx
Title:
President
