AMENDED AND RESTATED ASSET PURCHASE AND SALE AGREEMENT BETWEEN TRINITY SPRINGS LTD. AS SELLER AND Z3 ENTERPRISES, INC. AS BUYER EFFECTIVE JANUARY 26, 2011Asset Purchase and Sale Agreement • March 15th, 2011 • Z3 Enterprises, Inc. • Services-educational services • Idaho
Purpose. Buyer intends to acquire all the assets and a few of the liabilities of Seller in an asset purchase and sale (“Transaction”) as set forth in this “Amended and Restated Asset Purchase and Sale Agreement Between Trinity Springs Ltd. as Seller and Z3 Enterprises, Inc. as Buyer, Effective January 26, 2011” (“Restated Purchase Agreement”). Prior to the Closing (as described in Article 7), Buyer shall place in the trust account of Disbursing Agent (as identified in Section 2.5) certain funds and Disbursing Agent shall hold and distribute such funds in accordance with the terms of the Restated Disbursing Agreement (as identified in Section 2.5) and this Restated Purchase Agreement. Prior to and upon Closing, Seller will pay all creditors of Seller in full satisfaction of Seller’s obligations to such creditors. At Closing, Seller will receive payment and will transfer property to Buyer. After the Closing of the Transaction and after payment of Seller’s creditors, Seller intends to liq
