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Asset Purchase Agreement

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Title:

Asset Purchase Agreement

Entities:

Interactive Television Networks

Date:

2002

Size:

Preview shows 5KB of 30KB total

Price:

$37

ID:

#1508865

► Purchase & Sale ► Purchase ► Asset Purchase Agreements

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ASSET PURCHASE AGREEMENT

THIS AGREEMENT MADE EFFECTIVE AS OF THE 30^th DAY OF APRIL 2002 (the "Effective Date"), EXECUTED ON THE 30^TH DAY OF APRIL 2002.

BETWEEN:

Einscribe Group Inc., a company incorporated under the laws of Delaware having a place of business at 104 - 6th Street, Lynden, Washington, USA 98264;

("Einscribe")

AND:

Radium Ventures Inc., a company incorporated under the laws of Nevada having a place of business at 2840 Mount Seymour Parkway, North Vancouver, British Columbia, Canada V7H 1E9;

("Radium")

WHEREAS:

Einscribe has developed a business (the "Business") which consists principally of an online document editing service which Business is comprised of the assets (the "Assets") described at Schedule "A" of this Agreement;
Radium would like to purchase the Business and Assets from Einscribe, and Einscribe would like to sell the Business and Assets to Radium on the terms and conditions set forth in this Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained, the parties hereto do covenant and agree (the "Agreement") each with the other as follows:

1. Representations and Warranties

1.1 In order to induce Einscribe to enter into this Agreement and complete its obligations hereunder, Radium represents and warrants to Einscribe that:

a. Radium was and remains duly incorporated under the laws of Nevada and:

i. Radium is in good standing with respect to the filing of annual lists of officers and directors with the Nevada Secretary of State;

ii. as at the Effective Date Radium is a private company and a non-reporting issuer;

b. as at the Effective Date the authorized share capital of Radium consists of 25,000,000 common shares with a par value of $0.001 of which 2,500,000 common shares are issued and outstanding;

c. upon their issuance, any common shares of Radium issued pursuant to this Agreement will be validly issued and outstanding fully paid and non-assessable common shares of Radium registered as directed by Einscribe, free and clear of all trade restrictions (except as provided for herein) and, except as may be created Einscribe, liens, charges or encumbrances of any kind whatsoever;

d. Radium holds all licences and permits that are required for carrying on its business in the manner in which such business will need to be carried on in order for Radium to meet its obligations under this Agreement;

e. Radium has the corporate power to carry on the business carried on by it and to be carried on by it to meet its obligations under this Agreement, and Radium is duly qualified to carry on business in all jurisdictions in which it carries on business;

f. Radium has good and sufficient right and authority to enter into this Agreement and to carry out its obligations under this Agreement on the terms and conditions set forth herein, and this Agreement is a binding agreement on Radium enforceable against it in accordance with its terms and conditions;

g. to the extent that they might prevent Radium from meeting its obligations under this Agreement, there are no outstanding actions, suits, judgements, investigations or proceedings of any kind whatsoever against or affecting Radium, at law or in equity or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau or agency of any kind whatsoever nor are there, to the best of its knowledge, any pending or threatened;

h. to the best of its knowledge, Radium is not in breach of any law, ordinance, statute, regulation, by-law, order or decree of any kind whatsoever;

i. the execution and delivery of this Agreement and the performance of its obligations under this Agreement will not:

i. conflict with, or result in the breach of or the acceleration of any indebtedness under, or constitute default under, the Articles of Incorporation or Bylaws of Radium, or any indenture, mortgage, agreement, lease, licence or other instrument of any kind whatsoever to which it is a party or by which it is bound, or any judgement or order of any kind whatsoever of any court or administrative body of any kind whatsoever by which it is bound; and

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