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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
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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
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