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ASSET PURCHASE AGREEMENT

Asset Purchase Agreement

ASSET PURCHASE AGREEMENT | Document Parties: PLATINA ENERGY GROUP INC. | TRI GLOBAL HOLDINGS, LLC You are currently viewing:
This Asset Purchase Agreement involves

PLATINA ENERGY GROUP INC. | TRI GLOBAL HOLDINGS, LLC

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Title: ASSET PURCHASE AGREEMENT
Governing Law: Kentucky     Date: 11/6/2006

ASSET PURCHASE AGREEMENT, Parties: platina energy group inc. , tri global holdings  llc
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                  ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into this
27th day of October, 2006, by and among TRI GLOBAL HOLDINGS, LLC, a Kentucky
limited liability company ("Seller" or "Tri Global"), and PLATINA ENERGY
GROUP, INC., a Delaware corporation ("Purchaser").

      EXPLANATORY STATEMENT

A.    As part of its business, Seller owns the assets as described in Section
1.1 below (the "Assets").

B.     Purchaser desires to purchase and Seller desires to sell and
transfer to Purchaser, all rights, title and interest in and to all
the Assets.

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:

1.   Purchase and Sale of Assets.

1.1.   Assets.   Purchaser agrees to purchase from Seller, and Seller agrees to
sell, transfer and assign to Purchaser free and clear of any and all
mortgages, liens, security interests, encumbrances, pledges, leases,
equities, claims, charges, restrictions, conditions, conditional sale
contracts and any other adverse interests of any kind whatsoever, except
as set forth in Schedule 1.2 attached hereto, all of the Assets, as set
forth in Schedule 1.1 (the "Assets").  

1.2. Purchase Price for Assets. The purchase price for the Assets is Twenty
Two Thousand Five Hundred (22,500) shares (the "Shares") of the Purchaser's
Series B Preferred Stock (the "Purchase Price") to be issued and delivered to
Seller at Closing as defined below.
 
1.3.   Inspection.   Purchaser or its designee shall have the right to enter
upon and inspect the Assets and all documents relating in any manner to the
Assets at Purchaser's expense.

2.   Liabilities of Seller.   Purchaser has not and shall not assume any
debts, liabilities and obligations of Seller and the Seller shall be and
remain solely liable and responsible for all debts, obligations, duties, and
liabilities of the Seller and shall indemnify and hold Purchaser harmless
therefrom.

3.   Creditor Matters.   The transactions reflected by this Agreement are
intended by the parties to be a contemporaneous exchange between the Seller
and the Purchaser accomplished at Closing.   The transactions reflected in this
Agreement represent a regularly conducted, noncollusive sale, and have been
negotiated by the parties in an arm's length manner with due regard for the
respective obligations of the parties and value of the assets transferred.

4.   Brokerage Commissions.   Each party hereto represents to the other parties
that it, he or she, as applicable, has not incurred any obligation or
liability, contingent or otherwise, for brokerage fees, finder's fees, agent's
commissions, or the like in connection with this Agreement or the transactions
reflected hereby.

5.   Representations and Warranties.

5.1.    Representations and Warranties of Seller.   The Seller represents and
warrants to the Purchaser as of the date hereof and as of the Closing on the
Closing Date that:

5.1.1. Due Organization; Good Standing, Authority of Seller.   The Seller is a
limited liability company duly organized, validly existing and in good
standing under the laws of the State of Kentucky. The Seller has full
right, corporate power and authority to own, lease, operate and sell, transfer
and convey any or all of its properties and assets, and to carry on its
business.   The Seller is duly licensed, qualified and authorized to do
business in each jurisdiction in which the properties and assets owned by
it or the nature of the business conducted by it make such licensing,
qualification and authorization legally unnecessary.   The Seller is not in
breach   or violation of, and the execution, delivery and performance of
this Agreement will not result in a breach or violation of, any of the
provisions of the Seller's Articles of Organization amended to the date of
this Agreement (the "Articles") or bylaws, as amended to the date of this
Agreement (the "Bylaws") or any valid contracts or lawful agreements to which
the Seller is a party.   No actions, proceedings or transactions have been
commenced or undertaken by the Seller which (i) give or would give rights to
any person or entity, other than the Purchaser, in any of the Assets or (ii)
interfere with the consummation of the transactions contemplated by this
Agreement.

5.1.2. Authorization and Validity of Agreements.   The Seller has the legal
capacity, right, power and authority to enter into this Agreement.   The
Seller has the full right, power and authority to execute, acknowledge, seal
and deliver this Agreement and to perform the transactions contemplated by
this Agreement.   The execution, acknowledgment, sealing and delivery of this
Agreement by the Seller and the performance by the Seller of the transactions
contemplated hereby have been duly and validly authorized by all necessary
corporate action.   This Agreement has been duly executed, acknowledged and
delivered by the Seller and is the legal, valid and binding obligation of
Seller, enforceable against the Seller in accordance with its terms.

5.1.3.   Agreement Not in Conflict with Other Instruments; Required Approvals
Obtained.   The execution, acknowledgment, sealing, delivery, and performance
of this Agreement by   the Seller, and the consummation of the transactions
reflected by this Agreement will not (a) violate or require any consent,
approval, or filing under, (i) any common law, law, statute, ordinance,
rule or regulation (collectively referred to throughout this Agreement as
"Laws") of any federal, state or local government (collectively referred
to throughout this Agreement as "Governments") or any agency, bureau,
commission, instrumentality or judicial body of any Governments (collectively
referred to throughout this Agreement as "Governmental Agencies"), or (ii) any
judgment, injunction, order, writ or decree of any court, arbitrator,
Government or Governmental Agency by which the Seller, any of the Purchased
Assets or any of the Seller and Seller's Shareholders are bound; (b) conflict
with, require any consent, approval, or filing under, result in the breach or
termination of any provision of, constitute a default under, or result in the
creation of any claim, security interest, lien, charge, or encumbrance upon
any of the Assets pursuant to, (i) the Seller's Articles or Bylaws, (ii) any
indenture, mortgage, deed of trust, license, permit, approval, consent,
franchise, lease, contract or other instrument, document or agreement to
which the Seller is a party or by which the Seller or any of the Assets is
bound, or (iii) any judgment, injunction, order, writ or decree of any court,
arbitrator, Government or Governmental Agency by which the Seller or any of
the Assets is bound; and all permits, licenses and authorizations of any
Government or Governmental Agency required to be obtained prior to the Closing
have been obtained and were in full force and effect as of the Closing Date.



5.1.4. Conduct of Business in Compliance with Regulatory and Contractual
Requirements.   The Seller has conducted its business in compliance with
all applicable Laws of the Government and Governmental Agencies and in
compliance with all restrictions, covenants, agreements, contracts,
commitments, understandings and arrangements applicable with respect thereto.

5.1.5.   Legal Proceedings.   Except as set forth in Schedule 6.1.5. there is
no action, suit, proceeding, claim or arbitration, or any investigation by
any person or entity, including, but not limited to, any Government or
Government Agency, (i) pending, to which the Seller is a party, or (ii)
challenging the Seller's right to execute, acknowledge, deliver, perform
under or consummate the transactions reflected by this Agreement, or
(iii) asserting any right with respect to any of the Assets, and, in each such
case, there is no known basis for any such action, suit, proceeding, claim,
arbitration or investigation.

5.1.6.   Tax Matters.   The Seller is not a party to, and is not aware of, any
pending or threatened action, suit, proceeding, or assessment against it for
the collection of taxes by any Government or Governmental Agency.   The Seller
has duly and timely filed with all appropriate Governments and Governmental
Agencies, all tax returns, information returns, and reports required to be
filed by the Seller.   The Seller has paid in full all taxes, interest,
penalties, assessments and deficiencies owed by the Seller to all taxing
authorities.   All taxes and other assessments and levies which the Seller is
required by applicable Law to withhold or to collect have been duly withheld
and collected and have been paid over to the proper Governments and
Governmental Agencies or are properly held by the Seller for such payment.  
All claims by the IRS or any state taxing authorities for taxes due and
payable by the Seller have been paid for the liabilities for unpaid taxes
(whether or not disputed).   The Seller is not a party to, and is not aware
of, any pending or threatened action, suit, proceeding, or assessment against
it for the collection of taxes by any Government or Governmental Agency.

5.1.7.   Title of Assets.   The Seller currently and as of the Closing Date has
and will have, and Purchaser will acquire at Closing, sole and exclusive,
good and marketable title to all of the Assets free and clear of any and
all pledges, claims, threats, liens, restrictions, leases, security interests,
charges and encumbrances, except as disclosed on Schedule 1.2 attached
hereto and made a part hereof.     

5.1.8.   Adverse Conditions.   The Seller does not have any knowledge of any
past, present or future condition, state of facts or circumstances which has
affected or which might affect adversely the Purchaser's full use of the
Assets except as set forth in this Agreement.

5.1.9.   Full Disclosure.   This Agreement (including the Schedules and Exhibits
hereto) does not contain any untrue statement of a material fact or omit to
state any material fact necessary to make the statements contained herein not
misleading.   There is no fact known to the Seller which is not disclosed in
this Agreement which does or may materially adversely affect the accuracy of
the representations and warranties contained in this Agreement.

5.1.10.   Disclaimer of Fraudulent Intent.   The transactions described in this
Agreement have been undertaken by Seller in good faith, considering its
obligations to any person or entity to whom the Seller owes a right to
payment, whether or not the right is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, claims (persons or
entities holding such claims are called "Creditors" under this section), and
have undertaken these transactions without any intent to hinder, delay or
defraud any such Creditors, and either have disclosed in the ordinary course
of business or will undertake to disclose to all such Creditors the existence
of this transaction, and has not and will not conceal this transaction or the
proceeds of this transaction from any such Creditors.   Seller further
represents and warrants that: (i) it will not retain possession or control of
any of the property transferred as reflected in this Agreement; (ii) the
Seller has not been sued or threatened with suit by any Creditor prior to the
execution of this Agreement; (iii) the Seller has not removed or concealed any
assets from any Creditors; (iv) the Seller has not incurred any individual or
aggregate debt that is significantly greater than the normal and customary
debts of the Seller in the ordinary course of business; and (v) the Seller
believes in good faith that Seller will receive consideration reasonably
equivalent to the value of the assets transferred under this Agreement.

5.1.11.   Representations as to Solvency.   Seller is solvent in that the
fair value of its assets exceeds its liabilities and it is able to pay its
lawful debts and obligations as they mature.

5.1.12   Restricted Securities.   Seller acknowledges that all of the
shares of Series B Preferred Stock to be issued by Purchaser as the Purchase
Price in accordance with Section 1.2 above will be restricted securities and
none of su


 
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