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Title: |
Acquisition Agreement |
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Date: |
2006 |
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Preview shows 9KB of 35KB total |
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Price: |
$44 |
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ID: |
#2491157 |
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AGREEMENT
OF A
ACQUISITION AGREEMENT
Between
INFORMATION ARCHITECTS CORPORATION
And
GLOBAL TRIAD, INC.
Dated July 25, 2006
AGREEMENT
THIS AGREEMENT (hereinafter referred to as this "Agreement") is entered into as of this 25th day of July, 2006 by and between INFORMATION ARCHITECTS CORPORATION (IACH as to this agreement) a North Carolina Corporation (hereinafter referred to as IACH) and Global Triad, Inc a Nevada Corporation (CORP as to this agreement) (hereinafter referred to as "CORP "), upon the following premises:
Premises
WHEREAS, INFORMATION ARCHITECTS CORPORATION is a publicly held corporation organized under the laws of North Carolina;
WHEREAS, GLOBAL TRIAD INC is a publicly held corporation organized under the laws of Nevada on the Pink Sheets,
WHEREAS, Management of the constituent corporations have determined that it is in the best interest of the parties that IACH acquire ownership of CORP , as defined in the attached schedules, in exchange for the issuance of certain shares of IACH (the "Exchange).
AGREED
NOW THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the parties to be derived here from, it is hereby agreed as follows:
ARTICLE I
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF CORP
As an inducement to, and to obtain the reliance of IACH, except as set forth on the CORP Schedules (as hereinafter defined), CORP represents and warrants as follows:
Section 1.01
Organization. CORP is a Corporation duly organized, validly existing, and in good standing under the laws of Nevada and has the corporate power and is duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign corporation in the states or countries in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification, except where failure to be so qualified would not have a material adverse effect on its business. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of CORPS Corporation documents, or otherwise to authorize the execution and delivery of this Agreement. CORP has full power, authority, and legal right and has taken all action required by law and otherwise to consummate the transactions herein contemplated.
Section 1.01
Title and Related Matters. CORP has good and marketable title to all of the assets free and clear of all liens, pledges, charges, or encumbrances. CORP owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with CORP and CORP has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of CORP or any material portion of its properties, assets, or rights.
Section 1.02
Contracts. There are no "material" contracts, agreements, franchises, license agreements, debt instruments or other commitments to which CORP is a party or by which it or any of its patents, assets, products, technology, or properties are bound other than those incurred in the ordinary course of business (as used in this Agreement, a "material" contract, agreement, franchise, license agreement, debt instrument or commitment is one which (i) will remain in effect for more than six (6) months after the date of this Agreement or (ii) involves aggregate obligations of at least twenty five thousand dollars ($25,000);
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