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Title: |
Asset Purchase Agreement |
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Entities: |
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Date: |
2006 |
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Size: |
Preview shows 6KB of 15KB total |
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Price: |
$39 |
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ID: |
#2590394 |
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ASSET PURCHASE AGREEMENT
THIS AGREEMENT dated the 29th day of JANUARY, 2006.
BETWEEN:
JAMES LAIRD
(the Vendor)
OF THE FIRST PART
AND:
NUPORT GROUP
(the Purchaser)
OF THE SECOND PART
WHEREAS:
A. The Vendor is the registered and beneficial owner of various mineral claims (hereinafter the Claims), collectively called CONSTITUTION GOLD PROPERTY. The Claims of the Vendor are more particularly described in Schedule A attached hereto and forming part of this Agreement;
B. The Vendor has agreed to sell and the Purchaser has agreed to purchase all of the Claims of the Vendor in accordance with the terms of this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the terms and covenants herein and other good and valuable consideration, the receipt and sufficiency of which each party acknowledges, the parties hereto agree as follows:
1. PURCHASE AND SALE OF ASSETS
1.1 Sale of Assets. Subject to the terms and conditions of this Agreement, the Vendor hereby sells, assigns and transfers to the Purchaser, and the Purchaser hereby purchases the Vendors Claims.
| 1.2 |
Purchase Price. The purchase price payable by the Purchaser to the Vendor for the Vendors Claims is USD $ 6000 (the Purchase Price). If applicable, subject to a carried 3% Net Smelter Royalty as described in Appendix A. |
| 1.3 |
Payment of the Purchase Price. The Purchase Price will be paid by the delivery of a cheque. |
1.4 Delivery of Claims. The Vendor delivers to the Purchaser, on execution hereof, all of the Claims unconditionally and free and clear of all liens, charges, or encumbrances, except where disclosed.
2. COVENANTS OF THE PARTIES
2.1 Covenants. The parties undertake to keep the information with respect to this Agreement, the terms herein, and any related, underlying or subsequent agreements (the Information) confidential and not to directly or indirectly disclose the Information at any time to any person or persons or use the Information for any purpose whatsoever.
3. REPRESENTATIONS OF THE VENDOR
3.1 Representations. The Vendor represents and warrants to the Purchaser as follows, with the intent that the Purchaser will rely on the representations in entering into this Agreement, and in concluding the purchase and sale contemplated by this Agreement:
| (a) |
Capacity to Sell. The Vendor is James Laird, having the power and capacity to own and dispose of the Claims, and to enter into this Agreement and carry out its terms to the full extent; | ||
| (b) |
Authority to Sell. The execution and delivery of this Agreement, and the completion of the transaction contemplated by this Agreement has been duly and validly authorized by all necessary corporate action on the part of the Vendor, and this Agreement constitutes a legal, valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors; | ||
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