Transfer Agreement
TRANSFER
AGREEMENT
This
transfer agreement is made as of this 13th
day of
October, 2006 by and between Makeup
Incorporated, a
Nevada
corporation with a principal place of business at 0000 Xxx Xxxx, 0xx
Xxxxx,
Xxxxxxx Xxxxx, Xxxxxxxxxx, 00000 (the “Buyer”),
and
Manhattan
Assets Corp.,
a
Nevada corporation with a principal place of business at 000 Xxx Xxxxx, Xxxxxxx
Xxxxx, Xxxxxxxxxx, 00000 (the “Seller”).
Factual
Background
The
parties acknowledge that the agreement set forth below is premised upon the
following mutual understanding:
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A.
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The
Seller is the owner of the Internet domain name xxx.xxxxxx.xxx
(the “Domain
Name”)
which it uses in its E-commerce advertising and retail business (the
“E-commerce
Business”).
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B.
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The
Buyer desires to purchase the Domain Name and intangible assets related
to
the operation of the E-commerce Business encompassing the Domain
Name as
listed in Schedule “A” of the Seller in accordance with the terms and
conditions set forth herein.
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Terms
of Agreement
In
consideration of the mutual promises and obligations set forth below, the
parties agree that:
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1.
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Currency.
All references to dollars are to United States dollars unless otherwise
indicated.
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2.
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Assets
to be Transferred by the Seller.
In
exchange for the purchase price, the Seller will transfer to the
Buyer all
of the following assets (collectively the “Assets”):
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a.
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all
right, title and interest of the Seller in the Domain Name;
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b.
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all
right, title and interest that the Seller has in the trade name of
any
Domain Name and all logos and other marks associated with those trade
names (the “Trade
Names”);
and
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c.
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intangible
assets related to the operation of the E-commerce Business encompassing
the Domain Name as listed in Schedule A, including customer lists,
advertising contracts, website source program codes, vendor lists,
and
goodwill.
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3.
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Purchase
Price.
Effective October 13, 2006, the Seller sells and the Buyer purchases
the
Assets for and at a price equal to the fair market value of the Assets
at
the date of this agreement, the best estimate of which is $333,333
(the
“Estimated
Value”).
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4.
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Trust.
The Seller declares that, as to any property or asset or interest
in any
property or asset of the Seller intended to be transferred, sold,
granted,
conveyed, assigned and set over to the Buyer pursuant to this agreement
and title to which may not have passed to the Buyer by virtue of
this
agreement or any transfer or conveyance which from time to time may
be
executed and delivered in pursuance of the covenants contained in
this
agreement, the Seller holds the same in trust for the Buyer to transfer,
sell, grant, convey, assign and set over the same as the Buyer from
time
to time may direct.
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5.
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Further
Assurances. The
Seller from time to time and at all times hereafter upon every reasonable
request of the Buyer, and without further consideration, will do
and
perform or cause to be done or performed all such further acts and
things,
and execute or cause to be executed all such further deeds, documents,
writings or other instruments and give all such further assurances
as may
be required by the Buyer to carry out effectively the intent and
meaning
of this agreement.
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6.
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Power
of Attorney. The
Seller irrevocably appoints the Buyer to be its attorney, with full
power
of substitution, and to do on the Seller’s behalf anything that the Seller
lawfully can do by an attorney to:
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a.
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demand
and receive any of the Assets transferred pursuant to this
agreement;
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b.
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give
receipts and releases for and in respect of the Assets and any part
of
them;
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c.
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institute
and prosecute from time to time in the Seller’s name or otherwise, at the
expense of the Buyer and for the benefit of the Buyer, any and all
proceedings at law, in equity or otherwise, which the Buyer may deem
proper for the collection or reduction to possession of any of the
Assets
transferred pursuant to this agreement or for the collection and
enforcement of any claim or right of any kind transferred, sold,
granted,
conveyed, assigned and set over, or intended so to be pursuant to
this
agreement or any document delivered pursuant to the agreement;
and
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d.
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do
all acts and things in relation to the Assets transferred pursuant
to this
agreement that the Buyer deems desirable and do and sign all such
further
acts, deeds, documents, writings or other instruments that reasonably
may
be necessary or desirable for the purpose of vesting the Assets in
the
Buyer.
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Such
power of attorney is acknowledged by the Seller to be coupled with an interest,
will not be revoked by the dissolution, winding up, surrender of charter,
bankruptcy or insolvency of the Seller, and may be exercised in the name of
and
on behalf of the Buyer.
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7.
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Payment
of Purchase Price. In
consideration of the sale of the Assets to it by the Seller, the
Buyer
will deliver a promissory note in the principal amount of $333,333
payable
on demand and bearing interest at 8% per annum to be accrued daily,
calculated monthly and payable in arrears.
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8.
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Fair
Market Value.
The Seller and the Buyer covenant and agree
that:
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(a)
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the
purchase price of the Assets will be the fair market value of the
Assets
at the date of this agreement; and
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(b)
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the
Estimated Value is the best estimate of the fair market value of
the
Assets presently available.
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9.
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Representations
and Warranties of the Seller.
As a material inducement to the Buyer to purchase the Assets as
contemplated by this agreement, the Seller represents and warrants
to the
Buyer that:
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a.
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The
Seller has good and marketable title to the
Assets.
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b.
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The
Seller has (i) properly registered the Domain Name without committing
fraud or misrepresentation, (ii) not received any claim from a third
party
that the use of the Domain Name violates the rights of the third
party,
and (iii) not used the Domain Name for any illegal
purpose.
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c.
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The
use of the Domain Name does not infringe the rights of any third
party in
any jurisdiction.
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d.
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No
legal actions, suits, or other legal or administrative proceedings
are
pending or, to the best of the Seller’s knowledge, threatened against the
Seller in regard to the Assets, and the Seller is not aware of any
facts
that might result in any action, suit or
proceeding.
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e.
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No
representation or warranty made by the Seller in this agreement or
in any
statement or certificate furnished or to be furnished to the Buyer
under
this agreement or in connection with it, contains or will contain
any
untrue statement of material fact or omits or will omit to state
a
material fact necessary to make the statements contained therein
not
misleading.
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f.
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These
representations and warranties of the Seller are made as of the execution
of this agreement and will be deemed to be made again at the time
of
closing, and such representations and warranties will survive
closing.
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10.
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Representations
and Warranties of the Buyer.
As
a material inducement to the Seller to sell the Assets as contemplated
by
this agreement, the Buyer represents and warrants to the Seller
that:
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a.
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No
representation or warranty made by the Buyer in this agreement or
in any
statement or certificate furnished or to be furnished to the Seller
under
this agreement or in connection with it, contains or will contain
any
untrue statement of material fact or omits or will omit to state
a
material fact necessary to make the statements contained therein
not
misleading.
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b.
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These
representations and warranties of the Buyer are made upon the execution
of
this agreement and will be deemed to be made again at the time of
closing,
and such representations and warranties will survive
closing.
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11.
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General
Provisions.
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a.
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Time.
Time
is of the essence of this agreement and any amendment to
it.
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b.
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Assignment.
This agreement is binding upon and inures to the benefit of the parties
and their respective successors and permitted assigns. Neither party
may
assign this agreement without the written consent of the
other.
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c.
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Notices.
All
notices and statements must be in writing and, together with any
payments,
be delivered personally or by overnight courier service, return receipt
requested, delivery prepaid to the intended party at the address
given at
the beginning of this agreement. Any notice is deemed to be received
upon
delivery, if personally delivered, or one business day after depositing
with an overnight courier service if so
deposited.
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d.
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Entire
Understanding.
This agreement represents the entire understanding and agreement
between
the parties and supersedes all prior negotiations, representations
and
agreements made by and between them
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e.
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Enforceability.
The
invalidity or enforceability of any particular provision of this
agreement
does not affect the other provisions, and the agreement must be construed
in all respects as if the invalid or unenforceable provisions were
omitted.
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f.
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Jurisdiction.
This agreement is governed by the laws of British Columbia, and any
litigation arising out of this agreement must be conducted in the
courts
of British Columbia.
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g.
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Counterparts.
This agreement may be executed in two or more counterparts and delivered
to the parties by fax. The counterparts together are deemed to be
one
original agreement.
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[This
space intentionally left blank]
* * * * * * * * * * * *
Execution
by the Parties
The
duly
authorized signatures of the parties below are evidence of the parties’
agreement to buy and sell the domain name xxx.xxxxxx.xxx
as of
the date set out on page 1.
Makeup
Incorporated, a
Nevada
corporation
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Per:
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/s/
Authorized Signatory
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Authorized
Signatory
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Manhattan
Assets Corp., a
Nevada
corporation
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Per:
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/s/
Authorized Signatory
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Authorized
Signatory
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SCHEDULE
“A”
Schedule
“A” to that certain Transfer Agreement
between
Makeup Incorporated and Manhattan Assets Corp.
made
as
of the 13th
day of
October, 2006.
(number
of pages including this one: 1)
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Domain
Name
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Extension
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Renewal
Date
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Location
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Makeup
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.com
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February
13, 2010
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eNom
Central
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Trade
name of any Domain Name and all logos and other marks associated with those
trade names
Customer
lists
Advertising
Contracts
Website
Source Programming Codes
Vendor
lists
Goodwill
