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Asset Purchase Agreement

 

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Title:

Asset Purchase Agreement

Entities:

Snocone Systems Inc.

Date:

2004

Size:

Preview shows 5KB of 16KB total

Price:

$40

ID:

#1334842

 

 

► Purchase & Sale ► Purchase ► Asset Purchase Agreements

 

 

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THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"), NOR REGISTERED UNDER ANY STATE SECURITIES LAW, AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE ISSUER.

ASSET PURCHASE AGREEMENT

          THIS AGREEMENT is made and entered into this 29th day of October, 2004, by and between SNOCONE SYSTEMS INC., a Nevada corporation (the ISSUER), and RISKEBIZ INTERNET SERVICES INC., a corporation formed under the laws of British Columbia, Canada (RISKEBIZ ).

          WHEREAS, ISSUER desired to acquire certain assets of RISKEBIZ, as defined in Paragraph 1, herein (the Acquired Assets), all on the terms and subject to the conditions hereinafter set forth, and;

          WHEREAS, RISKEBIZ desires to sell such assets to ISSUER, on the terms and subject to the conditions hereinafter set forth;

          NOW, THEREFORE, INTENDING TO BE LEGALLY BOUND, and in consideration of the premises and mutual representations, warranties, covenants and agreements contained herein, ISSUER and RISKEBIZ hereby agree as follows:

  1. 
Acquired Assets. ISSUER shall acquire the assets, known as RISKeye, owned by RISKEBIZ as listed in Exhibit A attached hereto (the Assets). RISKEBIZ agrees to sell the Assets to Issuer.
     
  2.  No Liabilities Assumed. ISSUER shall not assume any liabilities of RISKEBIZ.
     
  3. 
Purchase Price and Payment. In consideration for the transfer to ISSUER of the Assets, ISSUER shall deliver to RISKEBIZ and/or its assigns, one million (1,000,000) shares of restricted common stock (the Purchase Price). ISSUER understands and acknowledges that said shares may be issued to the RISKEBIZ.
     
  4. 
Closing and Delivery of Acquired Assets. The closing of the transaction (the Closing) and delivery of the Assets, will take place upon execution of this Agreement (the Closing Date), and at such date or s agreed to by the parties hereto.

-4-




 
  5. 
Conveyance of Acquired Assets. The sale, conveyance, transfer, assignment and delivery to ISSUER of the Assets, as herein provide, shall be effected by the execution of this Agreement, and if requested, by such bills of sale, endorsements, assignments and other instruments of transfer and conveyance as may be necessary to vest in ISSUER the right, title and interest in and to the assets, free and clear of all liens, claims, charges and encumbrances, except as otherwise provided in this Agreement. Such documents may include, without limitation, a Bill of Sale and an Assignment of rights. RISKEBIZ shall, at Closing or at any time or from time to time after the Closing, upon request, perform or cause to be performed such acts, and execute, acknowledge and deliver or cause to be executed, acknowledged and delivered such documents as may be reasonably required or requested to effectuate the sale, conveyance, transfer, assignment and delivery to ISSUER of any of the Assets or for the performance by RISKEBIZ of any of its obligations hereunder.

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