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Title: |
Asset Purchase Agreement |
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Entities: |
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Date: |
2000 |
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Preview shows 6KB of 52KB total |
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Price: |
$41 |
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ID: |
#1348001 |
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<SEQUENCE>9
<FILENAME>0009.txt
<DESCRIPTION>ASSET PURCHASE AGREEMENT
<TEXT>
ASSET PURCHASE AGREEMENT
THIS AGREEMENT dated the 27th day of August, 1999
BETWEEN:
High Tech Venture Capital Inc., a company incorporated under the laws of British
Columbia and having an office at 1740 Parker Street, Vancouver, British
Columbia, V5L 2K8;
(the "Vendor")
AND:
Predator Ventures Ltd., a corporation continued under the laws of Wyoming and
having an office at 2200 - 885 West Georgia St., Vancouver, British Columbia,
V6C 3E8;
(the "Purchaser")
AND:
Kirk Exner, business person, of 1740 Parker Street, Vancouver, British Columbia,
V5L 2K8;
("Exner")
WHEREAS:
A. The Vendor is the registered holder of the Assets (as defined herein) and
is desirous of selling, assigning, transferring and relinquishing to the
Purchaser all of its right, title and interest in and to the Assets, on the
terms and conditions hereinafter set forth;
B. The Purchaser is desirous of purchasing from the Vendor and of having
assigned, transferred and relinquished to it all of the right, title and
interest of the Vendor in and to the Assets, on the terms and conditions
hereinafter set forth;
C. Exner is the sole shareholder of the Vendor;
NOW THEREFORE in consideration of the premises and the respective covenants,
agreements representations and warranties of the parties herein contained and
for other good and valuable consideration (the receipt and sufficiency of which
is hereby acknowledged) the Parties hereto covenant and agree as follows:
<PAGE>
1 DEFINITIONS AND INTERPRETATION
1.1 For the purposes of this Agreement, unless the context otherwise
requires, the following terms will have the respective meanings set out below
and grammatical variations of such terms will have corresponding meanings:
(a) "Administrative Budget" means the administrative costs of the Vendor as
detailed in Schedule "A" which costs will be incurred in furtherance of
developing the Business and ensuring that the Business Plan is implemented in a
timely manner;
(b) "Advances" means the Website Development funds and the Administrative
Budget funds advanced by to the Vendor by the Purchaser as specified in section
7.1(f);
(c) "Agreement" means this Asset Purchase Agreement;
(d) "Assets" means the Business Assets, the Domain Names and the Material
Contracts;
(e) "Business Assets" means the business model of creating vertically
branded channels under the name "Worldwide Broadcast Network" ("WWBC") and to
utilize the Domain Names for the purpose of positioning WWBC as a leading
aggregator, and ultimately broadcaster of streaming media programming on the
Internet as detailed in the Business Plan;
(f) "Business Plan" means the business plan of the Vendor attached as
Schedule "B";
(g) "Closing Date" means a date on or before September 30, 1999 unless
extended to October 31, 1999 pursuant to section 10.2 hereof;
(h) "Domain Names" means the following names under the InterNIC internet
domain name registration service and includes all and any goodwill and
intellectual property rights, including any trademarks or tradenames, that may
be associated with the Domain Names:
(i) worldwidebroadcast.net;
(ii) wwbroadcast.net;
(iii) wwbc.net;
(iv) wwdrama.net;
(v) wweducation.net;
(vi) wwfamily.net;
(vii) wwfashion.net
(viii) wwgames.net;
(ix) wwhealth.net;
(x) wwbusiness.net;
(xi) wwcomedy.net;
(xii) wwkids.net;
(xiii) wwmovies.net;
(xiv) wwmusic.net;
(xv) wwnews.net;
(xvi) wwsports.net; and
(xvii) wwtravel.net;
(i) "Management Agreement" means a management agreement between the Vendor
and the Purchaser for a term of no less than 12 months, which management
agreement shall provide for the retention of Exner's services in his capacity as
President of the Purchaser and payment by the Purchaser to the Vendor of a
monthly fee of $7,000 per month and shall detail the functions which Exner will
perform for the Purchaser in his capacity as President and will also include
such other reasonable terms as the parties may negotiate such as confidentiality
and non-competition provisions;
(j) "Material Contracts" means the Website Development Agreement and all
other contracts entered into by the Vendor and/or Exner in respect of the Domain
Names or the Business Assets as listed on Schedule "C" attached hereto;
(k) "Purchase Price" means the purchase price to be paid by the Purchaser to
the Vendor for the Assets, as provided for in section 3.1;
(l) "Purchase Shares" means the post-consolidated common shares of the
Purchaser to be issued to the Vendor on the Closing Date which will, be free
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