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Title: |
Asset Purchase Agreement |
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Date: |
2005 |
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Size: |
Preview shows 4KB of 21KB total |
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Price: |
$44 |
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ID: |
#1282799 |
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ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement ("Agreement") is entered into effective
September 29, 2005 (the "Effective Date") by and between Platinum SuperYachts,
Inc., a Nevada corporation (the "Seller") and Shahhid Vohra (the "Purchaser").
Seller and Purchaser (each a "Party" and collectively the "Parties") agree as
follows:
This Agreement is made with reference to the following essential facts:
Seller has agreed to sell and Purchaser has agreed to purchase certain assets of
Seller related to the marine business of Seller, as described in more detail on
EXHIBIT A attached hereto (the "Assets").
1. SALE AND PURCHASE OF THE ASSETS. Pursuant to the terms and subject
to the conditions of this Agreement, Seller agrees to sell, deliver and assign
to Purchaser, and Purchaser agrees to purchase, acquire and accept from Seller,
on the Closing Date (as hereinafter defined) for the price set forth in Section
4.1 hereof, all of Seller's right, title and interest in and to the Assets.
2. NO ASSUMPTION OF LIABILITIES. Purchaser is not required to, and
shall not assume, pay, perform, defend, discharge or guarantee or be deemed to
have assumed, paid, performed, defended or discharged or guaranteed, or
otherwise be responsible for any liability, obligation or claim of any nature of
Seller, whether matured or unmatured, liquidated or unliquidated, fixed or
contingent, known or unknown, or whether arising out of acts or occurrences
prior to, at or after the Closing Date as to Seller and prior to the Closing
Date as to the Assets.
3. CONSIDERATION.
3.1. PURCHASE PRICE. As payment for the Assets, and pursuant
to the terms and subject to the conditions of Section 3.2 below, at Closing
Seller agrees to allow Purchaser to cancel Nine Million shares of the common
stock of Seller beneficially owned by Purchaser (the "Purchase Price").
4. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents
and warrant to Purchaser as follows:
4.1. DUE ORGANIZATION AND POWER OF SELLER. Seller is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Nevada and has all requisite power and authority to enter into
this Agreement and to perform its obligations hereunder. Seller has not entered
into any agreement or contract to sell the Assets with any third party.
4.2. NO VIOLATION. The execution and delivery of this
Agreement will not (i) conflict with, or result in a default (or give rise to a
situation that would constitute a default but for a requirement of notice or
lapse of time or both) under, any document, agreement or other instrument to
which Seller or the Business is a party or by which Seller or the Business is
bound, including, Seller's Articles of Incorporation or Bylaws, (ii) result in
the creation or imposition of any lien or encumbrance on the Assets; (iii)
violate any statute or law of any jurisdiction or any judgment, decree, order,
regulation or rule of any court or governmental authority to which Seller is
subject.
1
<PAGE>
4.3. NO CONSENT. No consent, approval or authorization of, or
declaration, filing or registration with, any governmental or regulatory
authority is required to be made or obtained by Seller in connection with the
execution, delivery and performance of this Agreement by Seller.
4.4. TITLE TO ASSETS; ABSENCE OF LIENS. Seller has good, legal
and marketable title to all of the Assets, free and clear of all liens, defects,
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