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Title: |
Asset Purchase Agreement |
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Entities: |
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Date: |
2006 |
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Size: |
49KB total |
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Price: |
$33 |
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ID: |
#2073111 |
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Start of Preview |
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ASSET PURCHASE AGREEMENT
between
PIANCONE GROUP INTERNATIONAL, INC.
as Piancone
and
NASCENT WINE COMPANY, INC.
as Purchaser
Dated: May 25, 2006
TABLE OF CONTENTS
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1. Purchase and Sale of Assets. |
1 |
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1.1. Purchased Assets |
1 |
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1.2. Excluded Assets |
3 |
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1.3. Purchase Price for Assets: Allocations |
3 |
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1.4. Inventory |
3 |
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1.5. Payment of Aggregate Price |
3 |
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1.6. Inspection |
3 |
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1.7. Tax Information |
3 |
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2. Liabilities of Piancone |
4 |
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3. Creditor Matters |
4 |
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4. Assembly of Assets |
4 |
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5. Customer and Supplier Lists and Records |
4 |
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6. Adjustment of Purchase Price |
4 |
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7. Approvals, Permits, Licenses and Authorizations |
4 |
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8. Brokerage Commissions |
4 |
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9. Representations and Warranties |
4 |
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9.1. Representations and Warranties of Piancone |
4 |
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9.1.1. Power |
4 |
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9.1.2. Due Organization; Name and Address; |
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Good Standing, Authority of Piancone |
5 |
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9.1.3. Authorization and Validity of Agreements |
5 |
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9.1.4. Agreement Not in Conflict with Other Instruments; |
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Required Approvals Obtained |
5 |
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9.1.5. Disclaimer of Fraudulent Intent |
5 |
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9.1.6. Conduct of Business in Compliance with |
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Regulatory and Contractual Requirements |
6 |
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9.1.7. Legal Proceedings |
6 |
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9.1.8. Financial Information |
6 |
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9.1.9. Tax Matters |
6 |
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9.1.10. Title of Assets |
7 |
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9.1.11. Inventory |
7 |
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9.1.12. Records |
7 |
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9.1.13. Adverse Conditions |
7 |
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9.1.14. Full Disclosure |
7 |
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9.1.15. Suppliers |
7 |
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9.1.16. Operation of Business |
7 |
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9.2 Representations and Warranties of the Purchaser |
8 |
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9.2.1. Power |
8 |
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9.2.2. Due Organization; Name and Address; |
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Good Standing, Authority of Purchaser. |
8 |
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9.2.3. Authorization and Validity of Documents |
8 |
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i
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10. Particular Covenants |
8 |
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10.1. Risk of Loss |
8 |
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10.2. Full Access |
8 |
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10.3. Furnishing of Certain Information |
8 |
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11. Closing |
9 |
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11.1. Time, Date and Place |
9 |
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11.2. Piancone?s Conditions to Close |
9 |
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11.3. Purchaser?s Conditions to Close |
9 |
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11.4. Actions to Be Taken at the Closing |
10 |
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11.5. Contemporaneous Transfer |
11 |
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12. Indemnification |
11 |
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12.1. Indemnification by Piancone |
11 |
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12.2. Indemnification by Purchaser |
11 |
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13. Expenses of Transactions |
11 |
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14. Miscellaneous |
12 |
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14.1. Survival of Representations, Warranties and Agreements |
12 |
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14.2. Notices |
12 |
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14.3. Entire Agreement |
12 |
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14.4. Assignability |
12 |
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14.5. Binding Effect; Benefit |
12 |
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14.6. Severability |
13 |
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14.7. Amendment; Waiver |
13 |
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14.8. Section Headings |
13 |
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14.9. Counterparts and Facsimile Signatures |
13 |
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14.10. Applicable Law; Jurisdiction and Venue; Service of Process |
13 |
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14.11. Legal Expenses |
13 |
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14.12. Remedies |
13 |
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14.13. Further Assurances |
14 |
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14.14. Use of Genders |
14 |
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14.15. Tax Free Exchange |
14 |
SCHEDULE 1.1.1 ? Tangible Assets
SCHEDULE 1.1.2 ? Assumed Contracts
SCHEDULE 1.1.5 ? Intangible Property Rights
SCHEDULE 1.1.6 ? Copyrights, Trade Names and Service Marks
SCHEDULE 1.1.8 ? Computer Software Programs
SCHEDULE 1.1.9 ? Actions by Piancone Against Third Parties
SCHEDULE 1.2 ? Excluded Assets
SCHEDULE 1.3 ? Assumed Liabilities
SCHEDULE 1.7 ? Tax Matters
SCHEDULE 9.1.7 ? Legal Proceedings
EXHIBIT A ? Financial Statements of Piancone
ii
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ASSET PURCHASE AGREEMENT |
THIS ASSET PURCHASE AGREEMENT (the ?Agreement?) is made and entered into and effective as of May 25, 2006, by and among Piancone Group International, Inc., a Nevada corporation (?Piancone?), and Nascent Wine Company, Inc., a Nevada corporation (?Purchaser?).
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EXPLANATORY STATEMENT |
A. Piancone operates as a distribution company (the ?Business?) located at 2355-A Paseo De Las Americas, San Diego, California 92154.
B. Purchaser desires to purchase and Piancone desires to sell and transfer to Purchaser, substantially all of the assets of Piancone used in connection with the Business on the terms and conditions stated herein.
NOW THEREFORE, for and in consideration of the Explanatory Statement that shall be deemed a substantive part of this Agreement, and the mutual covenants, promises, agreements, representations and warranties contained herein, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged by the parties, the parties hereto agree, represent and warrant as follows:
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1. |
Purchase and Sale of Assets. |
1.1. Purchased Assets. Except as and to the extent otherwise provided in Section 1.2 below, Purchaser agrees to purchase from Piancone, and Piancone agrees to sell, transfer and assign to Purchaser, all of the assets, wherever located, which are owned by Piancone, or in which Piancone has any rights, title or interest (to the extent of such right, title or interest), and used in connection with the Business (collectively referred to herein as the ?Purchased Assets?). The Purchased Assets shall include, but shall not be limited to, all of Piancone?s right, title and interest in the following:
1.1.1. All of the tangible personal property, machinery, equipment, phones, tools, machines and electric parts, supplies, computers, office furniture and fixtures and vehicles, wherever located, owned by Piancone and used in connection with the Business (collectively, the ?Tangible Assets?), substantially all the items of which are identified in Schedule 1.1.1 attached hereto;
1.1.2. All of the rights, tangible and intangible, and leasehold interests in personal property, of Piancone existing under any of the contracts, agreements, leases, licenses, instruments or commitments that are listed in Schedule 1.1.2 attached hereto, and under any contracts, agreements, leases, licenses, instruments and commitments which are entered into by Piancone in connection with the Business after the date hereof and prior to the ?Closing? (as defined below) with the prior written consent of Purchaser (collectively, the ?Personal Property Contracts? or collectively referred to as the ?Assumed Contracts?);
1.1.3. All rights in and to any governmental and private permits, licenses, certificates of occupancy, franchises and authorizations, to the extent assignable, used in connection with the Business;
1.1.4. All raw materials, work-in progress and finished-goods inventories, and all repair and replacement parts and materials, and all other parts and materials, used in the Business (collectively, the ?Inventory?);
1.1.5. All rights in and to any requirements, processes, formulations, methods, technology, know-how, formulae, trade secrets, designs, inventions and other proprietary rights and all documentation embodying, representing or otherwise describing any of the foregoing, owned or held by Piancone in connection with the Business, which are more fully described in Schedule 1.1.5 (the assets described in Sections 1.1.5 through 1.1.8 are referred to as the ?Intangible Property Rights?);
1.1.6. All copyrights, trade names and service marks of Piancone used in the Business, all of which are set forth in Schedule 1.1.6, and all applications therefor, and all documentation embodying, representing or otherwise describing any of the foregoing with the agreement that the name ?Piancone Group International? will be transferred by Piancone to Purchaser at Closing;
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