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Purchase Agreement

 

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Title:

Purchase Agreement

Entities:

Detto Technologies, Inc.

Date:

2005

Size:

Preview shows 6KB of 105KB total

Price:

$56

ID:

#1276267

 

 

► Purchase & Sale ► Purchase Agreements

 

 

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<SEQUENCE>2

<FILENAME>v030326_ex10-1.txt
<TEXT>
PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (the "Agreement") is made and entered into as of
the 18th day of November 2005, by and between Royce D. Bybee, an individual,
Stephen Elderkin, an individual, (collectively hereinafter, the "Sellers" or
"Seller"), on the one hand, and Detto Technologies, Inc., a Delaware corporation
("DETTO") on the other hand. The Sellers and DETTO are referred to collectively
herein as the "Parties".

W I T N E S S E T H

WHEREAS, subject to the terms and conditions of this Agreement, DETTO and
Sellers desire for DETTO to purchase from Sellers, and Sellers desire to sell to
DETTO, all of the outstanding common stock of WhiteCanyon, Inc., a Utah
corporation ("WhiteCanyon") and Channel Access, Inc., a Utah corporation
("Channel Access"); and

WHEREAS, the Board of Directors of DETTO deems it desirable and in the
best interests of DETTO and its stockholders that DETTO purchase WhiteCanyon and
Channel Access for good and valuable consideration paid to the Sellers; and

WHEREAS, Sellers deem it desirable and in the best interests of Sellers
that Sellers sell the common shares of WhiteCanyon and Channel Access to DETTO;
and

WHEREAS, DETTO and Sellers desire to provide for certain undertakings,
conditions, representations, warranties, and covenants in connection with the
transactions contemplated by this Agreement; and

WHEREAS, Sellers and the Board of Directors of DETTO have approved and
adopted this Agreement, subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained, the parties hereto do hereby agree as follows:

SECTION 1

DEFINITIONS

1.1 "Agreement", "WhiteCanyon", "Channel Access", "DETTO", "DETTO Shares",
"Sellers", respectively, shall have the meanings defined in the foregoing
preamble and recitals to this Agreement.

1.2 "Closing Date" shall mean 6:00 p.m. (PST), November 18, 2005.

1.3 "Closing" shall mean the closing of the transactions contemplated by
this Agreement.

1.4 "Detto Stock" has the meaning set forth in Section 2.2(a) below.

1.5 "1933 Act" shall mean the Securities Act of 1933, as amended.

1.6 "1934 Act" shall mean the Securities Exchange Act of 1934, as amended.

1.7 "SEC Documents" shall have the meaning defined in Section 3.5 hereof.

1.8 "Confidential information" shall have the meaning defined in Section
10.1 hereof.

1.9 "Governmental Entity" shall mean any local, state, federal or foreign
(i) court, (ii) government or (iii) governmental department, commission,
instrumentality, board, agency or authority, including the IRS and other taxing
authorities.

1.10 "Hazardous Material" shall mean any flammable, ignitable, corrosive,
reactive, radioactive or explosive substance or material, hazardous waste, toxic
substance or related material and any other substance or material defined or
designated as a hazardous or toxic substance, material or waste by any
Environmental Law currently in effect or as amended or promulgated in the
future.



1
<PAGE>

1.11 "Lien" shall mean all liens (including judgment and mechanics' liens,
regardless of whether liquidated), mortgages, assessments, security interests,
easements, claims, pledges, trusts (constructive or other), deeds of trust,
options or other charges, encumbrances or restrictions.

1.12 "Notes" or "Note" has the meaning set forth in Section 2.2(b) below.

1.13 "Ordinary Course of Business" means the ordinary course of business
consistent with past custom and practice (including with respect to quantity and
frequency).

1.14 "Permitted Lien" means (i) any Lien for Taxes not yet due or
delinquent or being contested in good faith by appropriate proceedings for which
adequate reserves have been established in accordance with GAAP, (ii) any
statutory Lien arising in the Ordinary Course of Business by operation of law
with respect to a liability that is not yet due or delinquent and (iii) any
minor imperfection of title or similar Lien which individually or in the
aggregate with other such Liens does not materially impair the value of the
property subject to such Lien or the use of such property in the conduct of a
business.

1.15 "Person" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization, or a governmental entity (or any department, agency, or political
subdivision thereof).

1.16 "Intellectual Property Rights" means all patents, patent
applications, trade names, logos, trademarks, service marks, trademark and
service mark registrations and applications, copyrights, copyright registrations

 

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