EXHIBIT 10.1
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ASSET PURCHASE AGREEMENT
DATED MAY 15, 2005
BY AND AMONG
THE RESOURCING SOLUTIONS GROUP, INC.
AS BUYER,
ALLEGRO, INC
AS SELLER
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ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT is made and entered into as of the
15th
day of May, 2005 ("Agreement"), by and
among The Resourcing Solutions Group,
Inc., a Nevada corporation ("Seller") and
Allegro, Inc., a South Carolina
corporation ("Buyer").
RECITALS:
WHEREAS, Seller is engaged in the business of providing
professional
and administrative services to employers
(the "Business"); and
WHEREAS, Seller desires to sell to Buyer, and Buyer desires to
purchase
from Seller, on the terms and conditions
set forth herein, certain assets of
Seller described herein;
NOW, THEREFORE, in consideration of the representations,
warranties,
covenants and agreements contained herein,
the parties hereto, intending to be
legally bound hereby, agree as follows:
1. SALE OF ASSETS; ASSUMPTION OF
LIABILITIES.
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1.1 Sale of Assets of Seller. Subject to the terms and
conditions
hereof, Seller will sell, convey, assign,
transfer and deliver to Buyer at the
Closing (as hereafter defined), and Buyer
will purchase and accept at the
Closing, the assets listed on Schedule 1.1
hereto.
1.2 Assets Retained by Seller. There shall be excluded from the
Assets
and retained by Seller all of Seller's
assets not listed on Schedule 1.1.
1.3 No Assumption of Liabilities. At the Closing, Buyer shall
assume,
and shall agree to satisfy and discharge as
the same become due only those
liabilities and obligations of Seller
arising out directly out of the contracts
listed on Schedule 1.1 (the "Assumed
Obligations"). Buyer's assumption of the
Assumed Obligations shall in no way expand
the rights and remedies of third
parties against Buyer as compared to the
rights and remedies which such parties
would have had against Seller had this
Agreement not been consummated.
1.4. Assignment of Contracts. As part of the sale and purchase
of
Assets described in described herein,
Seller shall assign the to Buyer the
contracts described in the Assignment and
Assumption Agreement attached hereto
as Exhibit 1.4, and Seller shall execute
the Assignment and Assumption Agreement
as a condition of performance by Buyer
under this Agreement.
1.5 Payment for Assets. Buyer shall purchase the Assets for a
purchase
price described in Exhibit 1.5 attached
hereto.
1.6 Encumbrances. The Assets shall be sold and conveyed to Buyer
free
and clear of all mortgages, security
interests, charges, encumbrances, liens,
assessments, covenants, claims, title
defects, pledges, encroachments and
burdens of every kind or nature
whatsoever.
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1.7 Proration. Seller shall pay at Closing all applicable
transfer,
sales, use, bulk sales and other taxes, and
all documentary, filing, recording
and vehicle registration fees payable as a
result of the transfer of the Assets.
2. CLOSING DATE.
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2.1 Time and Place of Closing. The closing of the sale and purchase
of
the Assets (the "Closing") will take place
at Charlotte, North Carolina, at
12:01 am Standard Time, on May 15, 2005, or
at such other time and place as the
parties may establish (the date of the
Closing being hereinafter referred to as
the "Closing Date"). The transactions
contemplated hereby shall be deemed to be
effective as of 12:01 a.m., Central
Daylight Time, on the Closing Date.
2.2 Deliveries by Seller. At or prior to the Closing, Seller
shall
execute and deliver or cause to be executed
and delivered to Buyer the
following:
(a) A Bill of Sale for the Assets attached hereto as Exhibit
2.2(a);
(b) An Assignment and Assumption Agreement listing the
contracts
described in Schedule 1.1;
(c) A Certificate executed as of the Closing Date by a duly
authorized
officer of Seller certifying the
resolutions of the Board of Directors and
Shareholders of Seller approving the
transactions contemplated hereby; and
(d) Such other instruments of sale, transfer, conveyance and
assignment
as Buyer and its counsel may reasonably
request.
2.3 Deliveries by Buyer. At or prior to Closing, Buyer shall
execute
and deliver or cause to be executed and
delivered to Seller the following:
(a) The Assignment and Assumption Agreement;
(b) A Certificate executed as of the Closing Date by a duly
authorized
officer of Buyer certifying the resolutions
of the Board of Directors of Buyer
approving the transactions contemplated
hereby; and
(c) Such other instruments of assumption as Seller and its counsel
may
reasonably request.
3. REPRESENTATIONS AND WARRANTIES OF
SELLER. As a material inducement to Buyer
to enter into this Agreement and consummate
the transactions contemplated
hereby, Seller makes the following
representations and warranties to Buyer. The
term "knowledge" or similar language used
in this Section 3 shall, in each case,
mean the best knowledge of Seller, as the
case may be, after reasonable
investigation.
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3.1 Contracts. Neither Seller nor Seller's clients are in default
under
any of the contracts described in Schedule
1.1 (the "Contracts"). None of the
Contracts prohibits an assignment as
contemplated by this Agreement. Seller does
not need authority from any of its clients
to sell or assign the Contracts.
Seller has performed all material
obligations under the Contracts as of the date
of this Agreement.
3.2 Title to the Assets. Seller will have transferred to Buyer
good,
marketable and unencumbered title to the
Assets as of the Closing Date.
3.3 Corporate Status of Seller. Seller is a corporation duly
organized,
validly existing and in good standing under
the laws of the State of Nevada.
Seller is qualified to do business and in
good standing in each jurisdiction
where the operation of its business
requires that it be so qualified. Seller has
all requisite corporate power and authority
to own and operate the Assets, to
conduct its business as it is now being
conducted, to execute, deliver and
perform its obligations under this
Agreement and to consummate the transactions
contemplated hereby.
3.4 Authority Concerning this Agreement. The execution, delivery
and
performance by Seller of this Agreement and
of each agreement, document or
instrument executed and delivered or to be
executed and delivered in connection
with the transactions contemplated hereby,
and the consummation of the
transactions contemplated hereby and
thereby, have been duly and validly
authorized and approved by all necessary
corporate action of Seller. This
Agreement is (and, when executed and
delivered, each agreement, document or
instrument to be executed and delivered in
connection with the transactions
contemplated hereby will be) valid and
binding upon Seller, and enforceable
against Seller in accordance with their
respective terms except to the extent
that enforcement thereof may be limited by
applicable bankruptcy,
reorganization, insolvency or moratorium
laws, or other laws affecting the
enforcement of creditors' rights or by the
principles governing the availability
of equitable remedies.
3.5 Consents and Approvals; No Violation. Neither the execution
nor
delivery by Seller of this Agreement, or
any agreement, document or instrument
executed and delivered or to be executed
and delivered in connection with the
transactions contemplated hereby, nor the
consummation by Seller of the
transactions contemplated hereby or
thereby, nor compliance by Seller with any
of the provisions hereof or thereof, will:
(a) conflict with or result in a
breach of any provision of Seller's
Articles of Incorporation or Bylaws; (b)
result in the breach of, or conflict with,
any of the terms and conditions of,
or constitute a default (with or without
the giving of notice or the passage of
time or both) with respect to, or result in
the cancellation or termination of,
or the acceleration of the performance of
any obligations or of any indebtedness
under, any Material Agreement; (c) result
in the creation of a lien, security
interest, charge or encumbrance upon any of
the Assets; or (d) violate any law
or any rule or regulation of any
administrative agency or governmental body, or
any order, writ, injunction or decree of
any court, administrative agency or
governmental body to which any Seller or
its properties or assets may be
subject. No approval, authorization,
consent or other action of, or filing with,
or notice to any court, administrative
agency or other governmental authority or
any other person or entity is required for
the execution and delivery by any
Seller of this Agreement or any agreement,
document or instrument executed and
delivered or to be executed and delivered
in connection
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with the transactions contemplated hereby
or thereby, or the consummation of the
transactions contemplated hereby or
thereby.
3.6 Licenses and Authorizations. Seller is currently licensed in
all
states in which it is providing services to
the customers pursuant to the
Contracts.
3.7 Guarantees. Neither the Business nor any of the Assets is nor
will
be at the Closing, directly or indirectly:
(i) liable, by guarantee or
otherwise, upon or with respect to, (ii)
obligated, by discount or repurchase
agreement or in any other way, to provide
funds in respect of; or (iii)
obligated to guarantee or assume, any debt,
dividend or other obligation of, any
person, corporation, association,
partnership or other entity including, without
limitation, Seller or any of its
affiliates.
3.8 Accuracy of Information Furnished. No statement contained in
this
Agreement or any Exhibit or Schedule
attached hereto, and no statement contained
in any certificate or other instrument or
document furnished by or on behalf of
Seller pursuant to this Agreement, contains
or will contain any untrue statement
of a material fact or omits or will omit to
state any material fact that is
necessary to make the statements contained
herein or therein not misleading.
4. REPRESENTATIONS AND WARRANTIES OF BUYER.
As a material inducement for Seller
to enter into this Agreement and to
consummate the transactions contemplated
hereby, Buyer represents and warrants to
Seller as follows:
4.1 Organization. Buyer is a corporation duly organized,
validly
existing and in good standing under the
laws of the State of South Carolina.
Buyer has all requisite corporate power and
authority to own and operate its
properties, to carry on its business as now
being conducted and to execute,
deliver and perform its obligations under
this Agreement and to consummate the
transactions contemplated hereby.
4.2 Authority Concerning this Agreement. The execution, delivery
and
performance by Buyer of this Agreement and
of each agreement,
