Exhibit
10.41
ASSET PURCHASE
AGREEMENT
THIS ASSET PURCHASE
AGREEMENT (this "Agreement" ) is made
and entered by and between Flash Motors, Inc., an Arizona
corporation ( "Seller" ), and Colfax Financial Corporation,
a Utah corporation ( "Buyer" ).
RECITALS
A.
Seller desires to sell
and Buyer desires to buy all of the assets used in or relating to
financing loans and all other businesses conducted by Seller at the
following location (the " Location ") and assume the office
lease at the following Location:
7607
East McDowell Road, Scottsdale, Arizona 85257
(the business operations
conducted by Seller at any location being collectively referred to
herein as the " Business "), subject to the terms and
conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in
consideration of the foregoing and of the mutual covenants and
agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto covenant and agree as
follows:
1.1
Assets
. Subject to the
terms and conditions contained herein, at the Closing, as defined
herein, Seller shall sell, convey, transfer, assign and deliver to
Buyer, and Buyer will purchase, receive and accept from Seller, the
Business as a going concern, and all of Seller's right, title and
interest in and to all assets of every kind, character and
description (other than assets specifically excluded in this
Agreement) which are related to or used or useful in connection
with the conduct and operation of Business, whether tangible or
intangible and wherever located, whether or not reflected on the
Seller’s financial statements, as such assets may exist on
the Closing Date, as defined herein (collectively referred to
hereinafter as the " Assets "), including but not limited
to:
(a)
all inventory of
materials and supplies, and all furniture, signage, fixtures,
equipment, machinery, trade fixtures, electrical installations,
safes, leasehold improvements, and all other tangible assets
relating to the Business of every kind and nature;
(b)
all goodwill associated
with the Business, all value of the Business as a going concern,
and all records related to the Business including, without
limitation, customer records, customer information, customer cards,
advertising matter, correspondence, mailing lists, credit records,
purchasing materials and records, blueprints, data bases, supplier
information and records, and all other data and know-how related to
the Business, in any form or medium wherever located;
(c)
all right, title and
interest of Seller in any and all intellectual property relating to
the Business including without limitation, all telephone and fax
numbers, trade names, trademarks and trademark applications,
service marks and service mark applications, patents and patent
applications, copyrights and copyright applications (in any such
case, whether registered or to be registered in the United States
of America, Arizona or elsewhere), assumed names, fictitious names,
domain names, web addresses, web sites, all software and software
licenses and all rights in all data processing systems and
networks, and all operations manuals, computer hardware, data
bases, related documentation, know-how of any kind;
(d)
all credits, prepaid
expenses, advance payments and prepaid items;
(e)
all accounts previously
written-off in the amount of approximately THREE MILLION DOLLARS
($3,000,000).
Page 1
of 4
To the best of
Seller’s knowledge, and except to the extent expressly
provided herein to the contrary, all of the Assets are being sold,
assigned, transferred, conveyed and delivered to Buyer hereunder
free and clear of all Liens, as hereinafter defined, and are
transferred to Buyer in their “as is” condition free of
any specific representations or warranties as to condition or
fitness for purpose.
1.2
Excluded
Assets . Seller is not selling and
Buyer is not buying any of the contracts entered into by Seller
prior to the Closing Date except those contracts generated by
J&J which are to be purchased for a sum in addition to the
Purchase Price provided for below in an amount equal to their
current principal values. Notwithstanding the above Buyer
shall have the option to purchase the Glendale Car contracts for an
amount equal to their then current principal values less the dealer
reserves. It is specifically understood and agreed that Buyer
is not acquiring any of Seller’s liabilities associated with
the assets or any other assets
