Contract
Exhibit
99.1
This
letter sets forth the intention of High Velocity Alternative Energy Corp.
(“HVAG”), hereinafter referred to as the “Buyer” to acquire the stock or the
assets and liabilities of Advanced Chemical Recycling Enterprises, Inc.
(“ACRE”), and American Chemical Exchange, Inc. (“ACE”). The
stockholders of the Company shall collectively be referred to as the
“Sellers”.
The Buyer
will purchase from Sellers all of the assets and liabilities of the companies or
the stock of both entities, pending the drafting of a final purchase agreement
and due diligence.
The
purchase price for the aforementioned assets/liabilities will be $1,000,000.00,
payable in a combination of cash and stock. The purchase price shall
be paid as set forth in the final Purchase and Sale Agreement.
The
closing of the transaction will occur as promptly as practicable, but not later
than September 30, 2008, unless Sellers and Buyers agree to an
extension.
The
completion of the transaction is subject to the execution and delivery by the
parties of a mutually acceptable definitive purchase and sale agreement,
containing representations, warranties, conditions precedent and indemnities
contained in agreements of a similar nature. Based upon such
understanding, each of the undersigned hereby confirms its intention to execute
a definitive purchase and sale agreement in good faith within the parameters of
the fundamental terms set forth herein and to use its best efforts to close the
acquisition.
All
leases, agreements, assets and liabilities shall be transferred to the Buyer and
Seller shall be removed from all obligations, guarantees, liens and
encumbrances.
To induce
Xxxxx to continue due diligence Sellers agree to grant Buyer a period of
exclusivity of 60 days effective from the date of the execution of this letter
of intent. During the term of exclusivity Seller will not discuss a
possible sale of the Company with any other party.
To induce
Seller to continue to provide information to Buyer, Buyer represents that it has
cash or commitments from investors to provide the financing for this
transaction. Xxxxx further acknowledges that Xxxxxx Xxxxxxxx will
become the CEO and President of HVAG upon completion of this
transaction. Seller will permit Buyer and their representatives
to conduct an investigation and evaluation of the Company; will provide such
assistance as is reasonably requested; and will give access to all information
and other items related to the Company and its business and
assets. If the contemplated transaction is not consummated, Buyer
will not, nor will it permit any of its employees, agents or representatives to
use or disclose to any third parties any such information for a period of 12
months. The Buyer will issue a press release subject to the prior
consent of the Seller.
This
letter and the closing of the transaction contemplated hereby may be terminated
by the parties as follows:
|
|
(i)
|
prior
to and including the 60th
day following the date of the execution of this letter if Xxxxx is not on
or before such date satisfied with the results of the business, legal and
accounting due diligence investigation performed by Buyer or their
representatives; or
|
|
|
(ii)
|
on
or after the 60th
day following the date of the execution of this letter, if on or before
such date the parties shall not have executed a mutually satisfactory
definitive purchase and sale
agreement.
|
The
Company, each of the Sellers and buyer will each pay its respective expenses
(including fees and expenses of legal counsel, accountants and other
representatives or consultants) in connection with the transactions contemplated
herein.
This
proposal has been agreed to by the parties and accurately reflects their
understanding with respect to the subject matter hereof.
|
Xxxxxx
Xxxxxxxx
|
||
|
Dated:
|
