|
Exhibit
10.9
ASSET PURCHASE
AGREEMENT
THIS
AGREEMENT is dated effective
23 rd
day of
December, 2005.
BETWEEN:
SEALWELD
INTERNATIONAL COMPANY LTD. , of Suite
“A”, Coveham
House,
Downside Bridge Road, Cobham, Surrey, England, KT 113EP
(hereinafter called
the “Vendor”)
OF THE FIRST
PART
AND:
HIGH GRADE
MINING CORP. , of 885 Pyrford
Road
West
Vancouver, British Columbia, Canada, V7S 2A2;
(hereinafter called
the “Purchaser”)
OF THE SECOND
PART
AND:
HUGH CHISHOLM
AND BRUCE CHISHOLM , Businessmen, of
16211 Clay
Road,
Suite 106-212, Houston, Texas, 77084
(hereinafter called
the “Principals”)
OF THE THIRD
PART
WHEREAS:
A.
The Vendors have established a business to fund projects capable of
providing significant reductions in fugitive gas emissions from gas
pipeline transmission systems operating in the world and to qualify
the resulting credits under the Kyoto Accord for sale on the world
markets;
B.
The Vendor has conditionally agreed to sell, and the Purchaser has
conditionally agreed to purchase, the assets, goodwill and the
benefits of the relationships established by the Vendor over a
seven year period working in Eastern Europe, Great Britain, Russia,
Canada, Mexico and South America;
C.
The Principals are the sole shareholders of the Vendor, and have
become parties to this Agreement in order to ensure that personnel
is available to develop and exploit the assets and goodwill of the
Vendor for the issuance of Kyoto credits.
NOW THEREFORE
THIS AGREEMENT WITNESSETH that in
consideration of the premises and the covenants, agreements,
representations, warranties and payments hereinafter contained, the
parties hereto covenant and agree as follows:
1.
INTERPRETATIONS
1.1
Definitions
In and
for the purposes of this Agreement, unless there is something in
the subject matter or context inconsistent therewith or unless
otherwise specifically provided, each of the words, phrases and
expressions described in Schedule A - Definitions shall have the
meanings ascribed thereto.
1.2
Governing Law
and Forum
This
Agreement and all matters arising hereunder will be governed by and
construed in accordance with the laws of the State of Nevada, USA
and all disputes and claims, whether for specific performance,
injunction, declaration or otherwise howsoever both at law and in
equity, arising out of or in any way connected with this Agreement
will be referred to the courts of the State of Nevada exclusively,
and, by execution and delivery of this Agreement, each party hereby
irrevocably submits and attorns to such jurisdiction.
1.3
Severability
If any one or more
of the provisions contained in this Agreement should be invalid,
illegal, or unenforceable in any respect in any jurisdiction, the
validity, legality and enforceability of such provision or
provisions shall not in any way be affected or impaired thereby in
any other jurisdiction and the validity, legality and
enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby, unless in either
case as a result of such determination this Agreement would fail in
its essential purpose.
1.4
Headings
The headings to the
sections and subsections of this Agreement are inserted for
convenience only and do not form a part of this Agreement and are
not intended to interpret, define or limit the scope, extent or
intent of this Agreement or any provision hereof.
1.5
Cross-Reference
Unless otherwise
stated, all references in this Agreement to a designated
“section”, “subsection” or other
subdivision or to a schedule is to the designated section,
subsection or other subdivision of, or schedule to, this
Agreement.
-2-
1.6
Referenced to
Whole Agreement
Unless otherwise
stated, the words “herein”, “hereof” and
“hereunder” and other words of similar import refer to
this Agreement as a whole and not to any particular section,
subsection or other subdivision or schedule.
1.7
References to
Successors Included
Any reference to a
corporate entity includes and is also a reference to any corporate
entity that is a successor to such entity.
1.8
No Contra
Proferentum
The language in all
parts of this Agreement shall in all cases be construed as a whole
and neither strictly for nor strictly against any of the
parties.
1.9
No
Merger
The
representations, warranties, covenant and agreements contained in
this Agreement shall not merge in the Closing and shall continue in
full force and effect from and after the Closing Date.
1.10
Currency
All
references to money in this Agreement are or shall be to money in
lawful currency of the United States of America.
1.11
Schedules
The
following are the Schedules attached to and incorporated in this
Agreement by this reference and deemed to form a part
hereof:
Schedule A -
Definitions
Schedule
B- Intangible Property
Schedule
C- Material Contracts
Schedule
D- Employment Agreement
Schedule
E- Share Transfer Agreement for restricted
shares
2.
PURCHASE AND SALE
2.1
Purchase and
Sale
Relying
on the warranties and representations set forth in this Agreement,
and subject to the terms and conditions hereof, on the Closing
Date, but effective as of and from the Effective Date, the
Purchaser will purchase from the Vendor and the Vendor will sell,
assign and transfer to the Purchaser the Assets, free and clear of
all Encumbrances, for the Purchase Price.
-3-
| 2.2
|
Purchase
Price
|
| |
| |
The Purchase Price
shall be:
|
| |
| |
a.
|
the sum of $100.00;
and
|
| |
| |
b.
|
the continuing
covenants of the Purchaser as contained in paragraphs 6.3, 6.4, 6.5
and 6.6.
|
| |
| 3. P
AYMENT OF THE
PURCHASE PRICE |
| |
| 3.1
|
Payment of
Purchase Price
|
| |
| |
The Purchase Price
shall paid by a cheque drawn on the account of the Purchaser at
Closing.
|
| |
| 4.
REPRESENTATIONS
AND WARRANTIES OF THE VENDOR |
| |
| 4.1
|
Representations
and Warranties of Vendor
|
| |
To
induce the Purchaser to enter into and complete the transactions
contemplated by this Agreement, the Vendor hereby jointly and
severally represents and warrants that:
|
|
a.
|
the
Vendor:
|
|
|
|
|
i.
|
is a company duly
incorporated under the Laws of the United Kingdom in good standing
under the laws of its jurisdiction of incorporation;
|
|
|
|
|
ii.
|
is in good standing
in each jurisdiction in which the nature of its business conducted
by it or the property owned or leased by the Vendor makes such
qualification necessary;
|
|
|
|
|
iii.
|
has the full power,
authority, right and capacity to own, lease and dispose of the
Assets, to carry on the Business as now being conducted by it, to
execute and deliver this Agreement, to complete the transactions
contemplated hereby and to duly observe and perform all of its
covenants and obligations herein set forth; and
|
|
|
|
b.
|
Authority to
Sell
|
|
|
|
|
the execution and
delivery of this Agreement and the completion of the transaction
contemplated hereby have 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 it in accordance with its terms except
as may be limited by laws of general application affecting the
rights of creditors;
|
|
|
-4-
|
|
c.
|
Sale Will Not Cause
Default
|
|
|
|
|
neither the
execution and delivery of this Agreement, nor the other agreements
and instruments contemplated hereby, nor the completion of the
transactions contemplated herein will:
|
|
|
|
|
i.
|
violate any of the
terms and provisions of the constating documents or by-laws or
articles of the Vendor, or any order, decree, statute, by-law,
regulation, covenant, restriction applicable to the Vendor or any
of the Assets;
|
|
|
|
|
ii.
|
give any person the
right to terminate, cancel or remove any of the Assets, or the
Material Contracts;
|
|
|
|
|
iii.
|
result in the
creation of any lien, charge or encumbrance on any of the
Assets.
|
|
|
|
d.
|
Assets
|
|
|
|
|
the Vendor is the
legal and beneficial owner of the Assets and possesses and has good
and marketable title to the Assets free and clear of all mortgages,
liens, charges, pledges, security interests, encumbrances or other
claims whatsoever;
|
|
|
|
e.
|
Litigation
|
|
|
|
|
there is no
litigation, arbitration, or administrative or governmental
proceeding or inquiry pending, or to the knowledge of the Vendor,
threatened against or relating to the Vendor, the Business, or any
of the Assets, nor does the Vendor know of or have reasonable
grounds that there is any basis for any such action, proceeding or
inquiry;
|
|
|
|
f.
|
Conformity with
Laws
|
|
|
|
|
all governmental
licenses and permits required for the conduct in the ordinary
course of the operations of the Business and the uses to which the
Assets have been put, have been obtained and are in good standing
and such conduct and uses are not in breach of any statute, by-law,
regulation, covenant, restriction, plan or permit;
|
|
|
|
g.
|
Material
Contracts
|
|
|
|
|
the Schedule C -
Material Contracts contains a true and correct listing of each
written or oral contract or business relationship established by
the Vendor, to be acquired or assumed by the Purchaser;
|
|
|
-5-
|
|
h.
|
Material
Facts
|
|
|
|
|
this Agreement does
not contain any untrue statement by the Vendor of a material fact
nor has the Vendor omitted to state in this Agreement a material
fact necessary in order to make the statements contained herein not
misleading;
|
|
|
|
i.
|
Schedule
Information
|
|
|
|
|
all information set
out in the Schedules to this Agreement is accurate and correct in
every material respect;
|
|
|
|
j.
|
No
Defaults
|
|
|
|
|
except as otherwise
expressly disclosed herein or in any Schedule hereto there has not
been any default in any obligation to be performed under any
Material Contract, each of which is in good standing and in full
force and effect, unamended, except as set forth in the Schedule of
Material Contracts;
|
|
|
4.2
Survival of
Representations and Warranties
The representations
and warranties of the Vendor and the contained in this Agreement
shall survive the Closing and the Payment of the Purchase Price
and, notwithstanding the Closing and the Payment of the Purchase
Price, the representations and warranties of the Vendor shall
continue in full force and effect for the benefit of the Purchaser
for a period of one year.
4.3
Reliance
The Vendor
acknowledge and agree that the Purchaser has entered into this
Agreement relying on the warranties and representations and other
terms and conditions of this Agreement notwithstanding any
independent searches or investigations that may be undertaken by or
on behalf of the Purchaser and that no information which is now
known or should be known or which may hereafter become known to the
Purchaser or its officers, directors or professional advisers shall
limit or extinguish the right to indemnity under section
8.
5.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
5.1
To induce the Vendor and the Principals to enter into and complete
the transactions contemplated by this Agreement, the Purchaser
hereby represents and warrants, as representations and warranties
that are true and correct as at the date hereof and will be true
and correct on the Closing Date as if such representations and
warranties were made on the Closing Date (except insofar as such
representations and warranties are stated to be given as of a
particular date or for a particular period and relate solely to
such date or period) that:
-6-
|
|
a.
|
Status of
Purchaser
|
|
|
|
|
the Purchaser is a
corporation duly incorporated, validly existing and in good
standing under the laws of the State of Nevada, USA, and has the
power and capacity to enter into this Agreement and carry out its
terms;
|
|
|
|
b.
|
Authority to
Purchase
|
|
|
|
|
the execution and
delivery of this Agreement and the completion of the transaction
contemplated hereby has been duly and validly authorized by all
necessary corporate action on the part of the Purchaser, and this
Agreement constitutes a legal, valid and binding obligation of the
Purchaser enforceable against the Purchaser in accordance with its
terms except as limited by laws of general application affecting
the rights of creditors.
|
|
|
|
c.
|
Finder's
Fee
|
|
|
|
|
the relationship
between the Vendor and the Purchaser has been established through
the efforts of Sebrew Investments Inc., a British Columbia
Corporation that will with its agent, Sanya Asprovski receive a fee
of 150,000 treasury shares of the Purchaser to be issued at a price
of $0.001 per share a finder that will receive a fee from the
Purchaser for brokering the arrangement evidenced in this Agreement
between the Vendor and Purchaser. The finders fee shall be issued
in the following increments:
|
|
|
|
|
a.
|
Sebrew Investments
Ltd. – 130,000 shares; and
|
|
|
|
|
b.
|
Sanya Asprovski -
20,000 shares.
|
|
|
5.2
Survival of
Representations and Warranties
The representations
and warranties of the Purchaser contained in this Agreement shall
survive the Closing and the conveyance of the Assets and,
notwithstanding the Closing and the conveyance of the Assets, the
representations and warranties of the Purchaser shall continue in
full force and effect for the benefit of the Vendor for a period of
one year.
5.3
Reliance
The Purchaser
acknowledges and agrees that the Vendor and the Principals have
entered into this Agreement relying on the warranties and
representations and other terms and conditions of this Agreement
notwithstanding any independent searches or investigations that may
be undertaken by or on behalf of the Vendor and the Principals and
that no information which is now known or should be known or which
may hereafter become known to any of the Vendor, the Principals or
the Vendor’s officers, directors or professional advisers
shall limit or extinguish the right to indemnity under section
8.
-7-
6.
COVENANTS OF THE VENDOR
6.1
Conduct of
Business
Until the Time of
Closing, the Vendor shall conduct the Business diligently and only
in the ordinary course and will use its best efforts to preserve
the Assets and the Business intact, to keep available to the
Purchaser its present employees and to preserve for the Purchaser
its relationships with its suppliers, customers and others having
business relations with it.
6.2
Access by
Purchaser
The Vendor will
give to the Purchaser and the Purchaser's counsel, accountants and
other representatives full access, during normal business hours
throughout the period prior to the Time of Closing, to all of the
properties, books, contracts, commitments, records, and other
information of the Vendor relating to the Business and the Assets,
and will furnish to the Purchaser during such period all such
information as the Purchaser may reasonably request.
6.3
Confidentiality
Each of
the Vendor and the Principals, and any and all of their agents,
employees, representatives, relatives and other persons who acted
on behalf of the Vendor or the Principals and were or are involved
in any negotiations relating to this Agreement, or had, have, will
or may have any knowledge about any part in such negotiations, will
not, without the prior written consent of the Purchaser, reveal or
disclose any of the terms of this Agreement, any portion of this
Agreement or any of the transactions contemplated hereby, and will
keep strictly confidential the terms of this Agreement, all
information, communications, documents and material of any kind and
in any form whatsoever, whether written, oral, technical, copied or
relating to this Agreement and any of the transactions contemplated
hereby. Notwithstanding the generality of the foregoing, each of
the Vendor and the Principals shall be permitted to disclose any
information which is within the public domain. Each of the Vendor
and the Principals acknowledge that a breach of the covenants
contained in this paragraph will result in damage to the Purchaser,
that such damage will be difficult to determine and that the
Purchaser could not be adequately compensated for such damage by
monetary award. Accordingly, in the event of a breach of any of the
covenants contained in this paragraph, in addition to any and all
other remedies available to the Purchaser in law or in equity, each
of the Vendor and the Principals hereby consent to the covenants,
and each of them, contained in this paragraph being enforced by
temporary or permanent injunction, restraining order or
declaration, or all of such relief, and to such enforcement being
without the necessity of a bond. Each of the Vendor and the
Principals acknowledge and agree that the scope of this paragraph
is reasonable and commensurate with the protection of the
legitimate interest of the Purchaser.
-8-
6.4
Covenant Not
to Disclose
The
Vendor and the Principals covenant that, it or they will not at any
time disclose or otherwise make known or available to any person,
firm, corporation or other entity other than its affiliates, or use
for each of their respective own accounts, any information that
relates to the Vendor, this Agreement, the transactions
contemplated hereby, the existing business of the Vendor or the
reasonably contemplated or foreseeable business of the Vendor
including, but not limited to confidential and proprietary trade
secrets, contacts, concepts, formulae, marketing plans or
proposals, financial information, or any observations, data,
written material, records of documents used by or relating to the
business of the Vendor which are of a confidential nature
(collectively, the “Proprietary Information”) for any
reason or purpose except this provision shall not prohibit the
Principals from making disclosure in each of their respective
capacities as an intended employee or Officer of the Purchaser
provided such disclosure is for the benefit of the Purchaser and is
made in the ordinary course of the Purchaser’s business.
Proprietary Information includes any such information whether or
not such information was developed, devised or otherwise created in
whole or in part by the Vendor, the Principals or any associates or
affiliates of either of them, and whether or not it is a matter of
public knowledge unless it became public knowledge as a result of
authorized disclosure to the general public.
6.5
Covenant Not
to Compete
The
Vendor and the Principals covenant that during the term of
Employment of the Principals under the terms of the Employment
Contract provided for hereunder and for a period of three years
from the date of termination of the Employment Contract (the
“Termination Date”), for both of the Principals neither
of them will directly or indirectly compete with the Purchaser.
This covenant not to compete shall include all geographical areas
in which the Purchaser is actively engaged in business as of the
Termination Date and shall prohibit the following
activities:
|
|
(a)
|
the development,
marketing or soliciting of orders with regard to any product,
concept, or business involving the Kyoto Accord which is directly
competitive with any aspect of the business of the Purchaser as
conducted as of the Termination Date, whether or not using any
Confidential Information (as defined in the Employment Contract);
or
|
|
|
|
(b)
|
anywhere in the
world where the Purchaser is actively marketing products, concepts
or credits, or providing services as of the Termination Date;
or
|
|
|
|
(c)
|
be an employee,
employer, consultant, officer, director, partner, trustee or
shareholder of more than 5% of the outstanding common stock of any
person or entity that does any of the activities referred to in the
preceding paragraphs (a) and (b).
|
|
|
-9-
6.6
Covenant Not
to Interfere
The
Vendor and the Principals jointly and severally covenant that, for
as long as the covenant set forth in Section 6.5 is in effect,
neither of them will directly or indirectly solicit any person,
firm, corporation or other business organization who at the time
is, or at any time within the twelve (12) month period prior to
such act was, an employee, client, customer or supplier of the
Purchaser or otherwise deals or dealt with the Purchaser, in any
manner which results in a change in the relationship between the
Purchaser and that employee, client, customer or supplier which is
materially adverse to the Purchaser.
7.
COVENANTS OF THE PURCHASER
7.1
Offer
Employment
The
Purchaser covenants with each of the Principals to offer employment
on the Effective Date to each of the Principals on the terms and
conditions set out in Schedule D, Employment Contract.
8.
INDEMNITIES
8.1
Indemnity by
the Vendor and the Principals
Without prejudicing
any other remedy available to the Purchaser at law or in equity,
the Vendor and the Principals hereby jointly and severally agree,
forthwith upon demand, to indemnify and save harmless the Purchaser
from and against any and all costs, losses, damages or expenses
suffered or incurred by the Purchaser in any manner arising out of,
in connection with, with respect to or relating to:
|
|
a.
|
any representation
or warranty of the Vendor or the Principals set forth in this
Agreement being untrue or incorrect or the failure of the Vendor or
the Principals to observe or perform any of their obligations
pursuant hereto;
|
|
|
|
b.
|
any
misrepresentation in this Agreement;
|
|
|
8.2
Clarification
of Indemnity by Vendor and Principals
With
respect to the indemnity provided in subsection 8.1, each of the
Vendor and the Principals hereby:
|
|
a.
|
waive notice of
demand for payment, performance or satisfaction of all or any part
of his obligations under the indemnity given in subsection 8.1,
protest, notice of protest and notice of default, any right he may
have to require that an action be brought against the Vendor or the
Principals, as the case may be, or any other person and any and all
other notices and legal and equitable defences to which he may be
entitles;
|
|
|
-10-
|
|
b.
|
agrees to honour
its or his obligations under the indemnity given in subsection 8.1
forthwith upon demand and acknowledges that such liability is not
contingent or conditional upon the pursuit of any remedies against
the Vendor or the Principals, as the case may be, or any other
person and that such liability shall not be diminished, relieved or
otherwise affected by the extension of time, credit or any other
indulgence which the Purchaser may from time to time grant to the
Vendor or the Principals, as the case may be, or to any other
person, including the acceptance of and partial payment,
performance or satisfaction, or the compromise or release of any
claims, or by the Vendor or the Principals not having legal
existence, or the Vendor or the Principals, as the case may be,
being under no obligation to pay the indebtedness under the
indemnity, or any part thereof, or by the indebtedness under the
indemnity becoming irrecoverable or unenforceable in whole or in
part from or against the Vendor or the Principals, as the case may
be, by operation of law or otherwise, none of which shall in any
way modify or amend any of the Vendor's and the Principal's
obligations under the indemnity given in subsection 8.1;
|
|
|
9.
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE
VENDOR
9.1
All obligations of the Vendor under this Agreement are subject to
the fulfillment, prior to or
at the
Effective Date, of:
|
|
a.
|
the Purchaser being
successful in arranging for the transfer of 4,250,000 previously
issued common shares of the Purchaser to each of the Principals on
the terms set out in Schedule E;
|
|
|
|
b.
|
the Purchaser
executing an employment contract for the benefit of each of the
Principals to be effective as of the Effective Date;
|
|
|
9.2
The conditions contained in subsection 9.1 are for the exclusive
benefit of the Vendor and any such condition may be waived in whole
or in part by the Vendor at or prior to the Time of Closing by
delivering to the Purchaser a written waiver to that effect signed
by the Vendor.
10. CLOSING
10.1
Time of
Closing
Subject to the
terms and conditions hereof, the purchase and sale of the Assets
shall be completed at a closing to be held at 11:00 a.m., Pacific
time, in Vancouver, British Columbia, Canada, on the earlier of the
3rd business day following the date upon which the Principals shall
have received the transfer of the shares referred to in paragraph
9.1(a) (herein called the “Effective Date”) or January
31 st
,
2006.
-11-
10.2
Place of
Closing
The
Closing shall take place at the offices of the Purchaser's
solicitors, Kjeld Werbes Law Corporation, Suite 708, 1111 West
Hastings Street, Vancouver, British Columbia.
| 10.3
|
Documents to
be Delivered by the Vendor
|
| |
| |
At the Closing, the
Vendor shall deliver or cause to be delivered to the
Purchaser:
|
| |
| |
a.
|
all deeds of
conveyance, bills of sale, transfer and assignments in form and
content satisfactory to the Purchaser's counsel, appropriate to
effectively vest a good and marketable title to the Assets in the
Purchaser to the extent contemplated by this Agreement;
|
| |
| |
b.
|
possession of the
Assets;
|
| |
| |
c.
|
certified copies of
the such resolutions of the shareholders and directors of the
Vendor and the Principals as are required to be passed to authorize
the execution delivery and implementation of this Agreement and of
all documents to be delivered by the Vendor and the Principals
pursuant thereto;
|
| |
| |
d.
|
all lists of
customers, outstanding orders for the purchase and sale of
inventory, brochures, samples, price lists, files, records,
documents and other information related to the Business and all
consents, Permits and other rights used in connection with the
Business;
|
| |
| 10.4
|
Documents to
be Delivered by the Purchaser
|
| |
| |
At the Closing, the
Purchaser shall deliver or cause to be delivered to the
Vendor:
|
| |
| |
a.
|
two share
certificates each representing 4,250,000 shares of the Purchaser
one share certificate registered in the name of each of the
Principals;
|
| |
| |
b.
|
a certified cheque
or banker's draft payable to the Vendor for the Purchase
Price;
|
| |
| 11.
CONVEYANCE |
| |
| 11.1
|
Conveyance of
Assets
|
|
On completion of
the Closing, this Agreement shall, without further act or
formality, operate as a transfer to the Purchaser of all Assets to
be sold and purchased hereunder as the same shall be at the close
of business on the Effective Date. The Vendor shall nevertheless,
at the Closing and from time to time after the Closing, execute and
deliver to the Purchaser all such conveyances, transfers,
assignments and other instruments in writing and further assurances
as the Purchaser or the Purchaser's Solicitors shall reasonably
require from the Vendor, and the Purchaser shall execute
-12-
and deliver to the
Vendor all such agreements of assumptions and other instruments in
writing and further assurances as the Vendor or the Vendor's
Solicitors shall reasonably require in order to give effect to the
provision of this Agreement.
11.2
Trust
Regarding Assets Not Conveyed
Should any of the
Assets intended to be transferred hereunder not be transferred to
the Purchaser at the completion of the Closing on the Closing Date,
the Vendor shall hold as bare trustee in trust for, and at the sole
cost of the Purchaser, all such Assets from the commencement of
business on the Closing Date until such Assets are effectively
transferred.
12. GENERAL
PROVISIONS
12.1 No
amendments, modification, supplement, termination or waiver of any
provision of this Agreement will be effective unless in writing
signed by the appropriate party and then only in the specific
instance and for the specific purpose given.
12.1
Unless otherwise specifically provided herein, the parties will pay
their respective legal, accounting and other professional fees and
expenses, including goods and services taxes on such fees and
expenses, incurred by each in connection with the negotiation and
settlement of this Agreement, the completion of the transactions
contemplated hereby and the other matters pertaining
hereto.
13.
NOTICE
13.1
Any Notice, director or other instrument required or permitted to
be given under this Agreement shall be in writing and may be given
by the delivery of the same or by mailing the same by prepaid
registered or certified mail or by sending the same by facsimile,
telecommunication, email or other similar form of communication, in
each case addressed as follows:
a.
if to the Vendor at:
Sealweld International Company Ltd.
Suite “A”
Coveham House
Downside Bridge Road
Cobham, Surrey
England
KT 113EP
Facsimile: 011-44-1932-868-203
Email Address: swiuk@netscape.net
b.
if to the Purchaser at:
-13-
High Grade Mining
Corp.
885
Pyrford Road
West
Vancouver, BC, Canada
V7S
2A2
Facsimile: (604)
925-3640
Email
Address: bob.baker2@shaw.ca
c.
if to the Principals at:
Bruce
Chisholm
Hugh
Chisholm
SWI
Company
16211
Clay Road
Suite
106-212
Houston,
Texas
77084
Facsimile:
713-856-8560
Email
Address: houstondirect@swbell.net
d. all
with a copy to:
Conrad C.
Lysiak
Attorney
and Counselor at Law
Metropolitan
Financial Center
601 West
First Avenue, Suite 503
Spokane,
Washington, USA, 99201
Facsimile: (509)
747-1770
Email
Address: cclysiak@qwest.net
13.2
Any notice, direction or other instrument aforesaid will, if
delivered, be deemed to have been given and received on the day it
was delivered, and if mailed, be deemed to have been given and
received on the fifth business day following the day of mailing,
except in the event of disruption of postal service in which event
notice will be deemed to be received only when actually received
and, if sent by facsimile, telecommunication, email or other
similar form of communication, be deemed to have been given or
received on the day it was so sent.
13.3
Any party may at any time give to the other notice in writing of
any change of address of the party giving such notice and from and
after the giving of such notice, the address or addresses therein
specified will be deemed to be the address of such party for the
purpose of giving notice hereunder.
-14-
14.
FURTHER ASSURANCES
14.1
The parties hereto shall execute such further and other documents
and do such further and other things as may be necessary to carry
out and give effect to the intent of this Agreement.
15.
ENTIRE AGREEMENT
15.1
This Agreement constitutes the entire Agreement between the parties
and there are no representations or warranties, express or implied,
statutory or otherwise and no agreements collateral hereto other
than as expressly set forth or referred to herein.
16.
TITLES
16.1
The titles appearing in this Agreement are inserted for convenience
of reference only and shall not affect the interpretation of this
Agreement.
17.
COUNTERPARTS
17.1
This Agreement may be executed in an
|
