THIS
ASSET PURCHASE AGREEMENT made on the 20 th day of October,
2006,
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TORA
TECHNOLOGIES INC. ,
a company incorporated under the laws of
Nevada and with an executive office at 205 - 1990 East Kent Avenue,
Vancouver, British Columbia, V5P 4X5
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MANHATTAN ASSETS CORP.
, a company incorporated under the
laws of Nevada with an executive office at 132 Via Havre, Newport
Beach, California, 92663
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A. The Vendor is the beneficial owner of certain
assets as listed in Schedule “A” attached to and
forming part of the agreement (the “ Assets
”).
B. The Vendor wishes to sell, and the Company
wishes to purchase, the Assets from the Vendor.
NOW
THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants
and agreements contained herein, $10.00 and other good and valuable
consideration paid by each party to the other, the receipt and
sufficiency of which are acknowledged, the parties hereto agree
with each other as follows:
Interpretation
1. The definitions in the recitals are part of this
agreement.
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a.
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“Assets” mean all the assets
pertaining to the Vendor’s online makeup business, including,
among others, the assets listed in Schedule “A”
attached to this agreement, and all other documents and information
related to these assets.
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b.
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“Debt” means the US$216,107 that the
Vendor owes Makeup Incorporated for the Software.
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c.
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“Effective Date” means October 20,
2006.
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d.
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“Software” means the Navision
accounting software that is owned by the Vendor.
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Terms and Conditions of the
Asset Purchase
Acquisition of Assets
3. The Vendor will transfer all of its right, title
and interest in the Assets to the Company at closing so that the
Company becomes the sole beneficial and legal owner of the Assets
as of the Effective Date.
Purchase Price
4. The Purchase Price for the Assets is as
follows:
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a.
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US$1.00 in the lawful currency of the United States;
and
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b.
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the assignment
of the Debt to the Company from the Vendor.
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Payment
of Purchase Price
5. As consideration for the purchase and sale of
the Assets and as payment of the Purchase Price, the Company will
deliver the following to the Vendor:
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a.
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US$1.00 in the
lawful currency of the United States; and
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b.
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a signed
assignment of debt agreement for the assignment of the Debt to the
Company from the Vendor.
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Assignment in Trust
6. It is acknowledged that as of the Effective Date
the Vendor will have transferred, assigned and set over to the
Company all of the right, title, benefit and interest of the Vendor
in the Assets, and that, with respect to those Assets of which the
transfer of legal ownership has not yet been affected, the Vendor
will hold such Asset or Assets in trust for the Company and the
benefits derived thereunder will be for the account of the
Company.
Closing
7. At closing, the Vendor will deliver all the
documents and information relating to the Assets, including any
documents required for the transfer of any Assets.
8. At closing, the Company will deliver the
following:
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a.
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a copy of all
corporate documents required for the acquisition of the Assets,
including the director’s resolutions approving the payment of
the Purchase Price for the Assets; and
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b.
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an assignment
of debt agreement for the Debt.
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Representations and
Warranties
The
Company
9. The Company represents and warrants as
follows to the Vendor, and the Company acknowledges and confirms
that the Vendor is relying upon such representations and warranties
in connection with the purchase by the Company of the
Shares:
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a.
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It is a company
formed and in good standing under the laws of Nevada.
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b.
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It has the
legal capacity and authority to make and perform this
agreement.
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c.
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The signing of
this agreement and the performance of its terms have been duly
authorized by all necessary corporate actions including the
resolution of the board of directors of the Company.
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10. The representations and warranties contained in
Section 9 are provided for the exclusive benefit of the Vendor, and
a breach of any one or more thereof may be waived by the Vendor in
whole or in part at any time without prejudice to its rights in
respect of any other breach of the same or any other representation
or warranty; and the representations and warranties contained in
Section 9 will survive the signing of this agreement.
The
Vendor
11. The Vendor represents and warrants as follows to
the Company and acknowledges and confirms that the Company is
relying on such representations and warranties in connection with
its purchase of the Assets:
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a.
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The Vendor is a
company formed and in good standing under the laws of
Nevada.
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b.
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The Vendor has
the legal capacity and authority to make and perform this
agreement.
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c.
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The Vendor has
the authority to transfer the Assets as described in this
agreement.
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d.
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The Vendor is
and will be, at the time of transfer of the Assets to the Company,
the recorded holder and beneficial owner of the Assets.
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e.
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No person other
than the Company has any proprietary right, present or future,
contingent or absolute, to purchase any or all of the Assets and
there are no outstanding agreements or options to acquire or
purchase the Assets or any portion thereof, and no person has any
royalty or other interest whatsoever in the development and use of
the Assets.
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f.
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There is no
adverse claim or challenge against or to the ownership of or title
to the Assets, nor, to the knowledge of the Vendor, is there any
basis therefor.
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g.
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The Vendor is
not in default with respect to any judgement, order, notice, writ,
injunction, decision, ruling, decree or award of any
govern
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