any of the foregoing.
"Tax Return" means any return (including any information return), report,
statement, declaration, estimate, schedule, notice, notification, form,
election, certificate or other document or information that is, has been or may
in the future be filed with or submitted to, or required to be filed with or
submitted to, any Governmental Authority in connection with the determination,
assessment, collection or payment of any Tax or in connection with the
administration, implementation or enforcement of or compliance with any Legal
Requirement relating to any Tax.
"Transaction Documents" means, collectively, this Agreement, the Assignment and
Assumption Agreement, the Registration Rights Agreement, and the other
documents, instruments and agreements to be executed and delivered in connection
with the transactions contemplated hereby or thereby.
SECTION 2.
TRANSFER OF ASSETS AND PAYMENT OF PURCHASE PRICE.
2.1
AGREEMENT TO SELL AND PURCHASE.
BASED UPON AND SUBJECT TO THE TERMS
AND CONDITIONS, AND REPRESENTATIONS AND WARRANTIES, OF THIS AGREEMENT, SELLER
HEREBY AGREES TO SELL, CONVEY, TRANSFER, ASSIGN AND DELIVER TO BUYER ON THE
CLOSING DATE, AND BUYER HEREBY AGREES TO PURCHASE AND ACCEPT ON THE CLOSING
DATE, ALL RIGHT, TITLE OR INTEREST OF SELLER IN AND TO THE ASSETS, FREE AND
CLEAR OF ALL LIENS AND LIABILITIES.
2.2
[INTENTIONALLY OMITTED].
2.3
EXCLUDED LIABILITIES.
EXCEPT AS EXPRESSLY SPECIFIED IN SECTION 2.2,
BUYER SHALL NOT ASSUME, OR OTHERWISE BE RESPONSIBLE FOR, ANY OF SELLER'S
LIABILITIES (COLLECTIVELY, THE "EXCLUDED LIABILITIES").
2.4
PURCHASE PRICE.
(A)
UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH HEREIN, BUYER
SHALL ISSUE TO SELLER IN CONSIDERATION FOR THE ASSETS 920,000 SHARES OF
RESTRICTED COMMON STOCK OF THE BUYER AT A PER SHARE PRICE OF $0.2725 FOR A TOTAL
PURCHASE PRICE OF $250,700 (THE "PURCHASE PRICE").
(B)
WITHIN 60 DAYS FOLLOWING THE CLOSING DATE, THE BUYER AND THE SELLER
SHALL MUTUALLY AGREE ON A WRITTEN STATEMENT SETTING FORTH THE PARTIES' GOOD
FAITH DETERMINATION OF THE MANNER IN WHICH THE CONSIDERATION REFERRED TO IN
SECTION 2.4(A) IS TO BE ALLOCATED AMONG THE
3
ASSETS.
THE PARTIES ACKNOWLEDGE AND AGREE THAT SUCH ALLOCATION IS CONSISTENT
WITH SECTION 1060 OF THE CODE.
THE ALLOCATION PRESCRIBED BY SUCH STATEMENT
SHALL BE CONCLUSIVE AND BINDING UPON THE PARTIES FOR ALL PURPOSES, AND NEITHER
PARTY SHALL FILE ANY TAX RETURN OR OTHER DOCUMENT WITH, OR MAKE ANY STATEMENT OR
DECLARATION TO, ANY GOVERNMENTAL AUTHORITY THAT IS INCONSISTENT WITH SUCH
ALLOCATION, UNLESS REQUIRED BY AN APPLICABLE LEGAL REQUIREMENT.
2.5
CLOSING.
THE CLOSING OF THE SALE OF THE ASSETS TO BUYER AND ALL
RELATED TRANSACTIONS DESCRIBED HEREIN (THE "CLOSING") SHALL TAKE PLACE REMOTELY
VIA THE EXCHANGE OF DOCUMENTS AND SIGNATURES ON THE LATER OF (A) JULY 20, 2008
OR (B) SEVEN (7) BUSINESS DAYS FOLLOWING THE EFFECTIVENESS OF THE BUYER'S
REGISTRATION STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION), OR AT SUCH
OTHER TIME AND PLACE AS THE BUYER AND SELLER MUTUALLY AGREE UPON, ORALLY OR IN
WRITING (SUCH DATE, THE "CLOSING DATE").
2.6
CLOSING COSTS; TRANSFER TAXES AND FEES.
SELLER SHALL BE RESPONSIBLE
FOR ANY AND ALL TRANSFER TAXES