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Purchase and Sale Agreement

 

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Title:

Purchase and Sale Agreement

Entities:

Legends Enterprises Inc

Date:

2002

Size:

Preview shows 6KB of 54KB total

Price:

$41

ID:

#1325787

 

 

► Purchase & Sale ► Purchase & Sale Agreements

 

 

Start of Preview


                           PURCHASE AND SALE AGREEMENT



This Agreement, made this 16th day of Sept. , 2002, by and between LEGENDS
ENTERPRISES, INC. a company incorporated pursuant to the laws of the State of
Oregon,18848 SE Highway 212, Clackamas, Oregon 97015 (hereinafter referred to as
"Purchaser") and JOHN J. MAHONEY, 45 Howe Road, Wilmot, New Hampshire 03287
(hereinafter referred to as "Seller"), who hereby agree as follows:

R E C I T A L S

WHEREAS, Purchaser is a development stage company which intends to engage
in the business of manufacturing and sale of microwave blood and fluid warmers
and blood viral inactivation activities throughout the United States and such
other geographic areas as the Board of Directors of Purchaser may so elect from
time to time in the future; and

WHEREAS, the Seller owns good and marketable title to certain assets, more
fully described in Exhibit "A", attached hereto and incorporated herein as if
set forth (the "Assets"); and

WHEREAS, Purchaser desires to purchase from Seller and Seller desires to
sell the Assets to Purchaser pursuant to the terms and conditions contained
herein;

NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in consideration of the
premises and the covenants, agreements, representations, warranties and payments
hereinafter contained, the parties hereto covenant and agree as follows:

1. PURCHASE AND SALE OF ASSETS.

1.01. Purchase. Upon the terms and subject to the conditions
hereof, the Seller agrees to sell, assign and transfer to the Purchaser
and the Purchaser agrees to purchase from the Seller, all of the
Seller's right, title and interest in the Assets. A copy of the
applicable Bill of Sale is attached hereto and incorporated herein as
Exhibit "A".

2. PURCHASE PRICE AND PAYMENT.

2.01. Payment. Purchaser shall tender to Seller an aggregate
of 4,400,000 "restricted" (as that term is defined under Rule 144
promulgated under the Securities Act of 1933, as amended) Common Shares
of Purchaser (the "Shares"). In addition, Purchaser shall assume a
promissory note in the principal amount of $176,000. A copy of this
Promissory Note is attached hereto as Exhibit "B".

3. ASSUMED LIABILITIES AND PAYMENT OF TAXES.

3.01. ASSUMPTION OF LIABILITIES. Other than as disclosed
herein, the Purchaser will not assume any other liabilities of the
Seller.

3.02 PERSONAL PROPERTY TAXES. At such time as the same becomes
due and payable, personal property taxes for the year 2002 shall be pro-
rated as of the Date of Closing. Thereafter, taxes and assessments shall
be the obligation of and shall be paid by

1

<PAGE>



the Purchaser.

4. REPRESENTATIONS AND WARRANTIES OF THE SELLER.

The Seller represents and warrants to the Purchaser as follows, with the
intent that the Purchaser shall rely thereon in entering into this
Agreement and in concluding the purchase and sale contemplated herein.

4.01. Authority to Sell. The execution and delivery of this Agreement
and the completion of the transaction contemplated hereby has been duly
and validly authorized by all necessary action on the part of the Seller
and this Agreement constitutes a legal, valid and binding obligation of
the Seller, enforceable against the Seller in accordance with its terms
except as may be limited by laws of general application affecting the
rights of creditors.

4.02. Sale Will Not Cause Default. To the best of Seller's information,
knowledge and belief, neither the execution and delivery of this Agreement,
nor the completion of the purchase and sale contemplated herein, will:

(a) violate any of the terms and provisions of any order, decree,
statute, bylaw, regulation, covenant, or restriction applicable to the
Seller or any of the Assets;

(b) result in any fees, duties, taxes, assessments or other
amounts relating to any of the Assets becoming due or payable other
than sales tax payable by Purchaser in connection with the purchase and
sale.

4.03. Assets. Except as disclosed to Purchaser by Seller herein, the
Seller owns and possesses and has a good and marketable title to the
Assets, free and clear of all mortgages, liens, charges, pledges,
security interests, encumbrances or other claims whatsoever, whether
secured or unsecured and whether arising by reason of statute or
otherwise howsoever.

4.04. Litigation. Other than as previously disclosed by Seller
to Purchaser, there is no litigation or administrative or governmental

 

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