Exhibit 1
Asset Purchase
Agreement
Safari Associates,
Inc.
12753 Mulholland Drive
Beverly Hills, CA 90210
(hereinafter referred to as
“Green Rock Ventures” or "Purchasor")
AND:
Power-Save Energy
Corp.
3940-7 Broad Street
San Luis Obispo, CA 93401
(hereinafter referred to as
“Power-Save ” or "Seller")
R E C I T A L S
WHEREAS Seller has developed a business, Power-Save
Energy Corp., a company dedicated to the mass market sale of energy
saving products for homeowners. Without limiting the generality of
the foregoing the Business is as set out in Schedule A.
WHEREAS Purchaser desires to obtain an exclusive
purchase agreement to establish the Business worldwide, in all
markets, utilizing Seller’s property, business model, assets
and proprietary information and acknowledges that use of such
property, business model, assets and its proprietary information
are subject to controls and restrictions established by Seller for
the purpose of maintaining a high level of uniform quality and
goodwill in the operation of the Business; and
WHEREAS
the Seller desire to sell to
Purchaser and Purchaser desires to acquire from the Seller the
property, assets, model and proprietary information on the terms
and subject to the conditions contained in this Agreement;
and
WHEREAS
the Parties are desirous of reducing
the terms and conditions of their agreement to writing;
NOW,
THEREFORE, in
consideration of the premises, mutual promises, and obligations set
forth herein, Purchaser and Seller agree as follows:
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1)
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PROPERTY
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Subject to the terms and conditions
of this Agreement, Seller agrees to sell and convey to Purchaser
and Purchaser agrees to purchase from Seller the Property as
described in Schedule A .
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2)
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PURCHASE PRICE
.
Subject to the terms and conditions
of this Agreement, Seller agree to sell, convey and/or assign, as
permitted, to Purchaser and Purchaser agrees to purchase from
Seller the Property, assets, model and proprietary information for
75,000,000 Shares of Common Stock of Safari Associates, Inc.. The
Purchase Price will be allocated between the Assets by agreement of
the Parties no later than three (3) days prior to Closing and, in
the absence of an agreement, in accordance with the Seller’
reasonable allocation at Closing.
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3).
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LIABILITIES
.
In consideration of the Purchase
Price, the Purchaser agrees to assume all contracts and liabilities
relating to the operation of Seller incurred in the ordinary course
of the Seller business and operation of the Property existing and
that are in effect as of the Closing Date, but excluding (a)
Seller’ state and federal income tax obligations as of the
date of Closing; and (b) Seller’ liabilities existing and in
effect as of the Closing Date. Except as expressly identified in
Schedule B , after Closing, Purchaser shall hold Seller
harmless from any and all liabilities and contracts of Seller
existing and in effect as of the date of Closing.
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a)
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Closing
Date. Closing on the
Property shall occur on September 12, 2006.
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b)
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Time and
Location of Closing. Unless otherwise agreed by Purchaser and Seller,
the Closing shall take place at 10:00 a.m. on the Closing Date at
the offices of the General Counsel for Safari Associates,
Inc.
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c)
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Possession. Possession of the Property and Assets which are
the subject of Closing shall be delivered to Purchaser on the
Closing Date.
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5).
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REPRESENTATIONS AND WARRANTIES OF
SELLER . Seller hereby represents and warrants that the
following are true and correct as of the date of this Agreement and
shall be reaffirmed by Seller at Closing:
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a)
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Seller has the
power to own their properties and assets, and to carry on their
business as now being conducted by it. Seller has the power to
assign and transfer to Purchaser the Property and Assets to be
transferred to Purchaser as specified in this Agreement.
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b)
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The execution
and delivery of this Agreement does not, and the consummation of
the transactions contemplated hereby will not, violate any
provision of the documents controlling the operation of Seller, nor
violate any provision of the Operating Agreements, Articles of
Incorporation, By-Laws, mortgage, lien, agreement, instrument,
order, judgment or decree to which Seller are a party, or whereby
it is bound, and will not violate any other restriction of any
other kind or character to which Seller are subject. Seller has
taken or will take action required by law, their Operating
Agreements, Articles of Incorporation and By-Laws, or otherwise, to
authorize execution and delivery of this Agreement and the
consummation of the transactions described herein.
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c)
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Seller has or
will have by the Closing Date, good and marketable title and own
the Property and Assets to be sold hereunder.
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d)
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Seller have
filed or caused to be filed, all returns for federal, state and
local taxes which are due. To the best of Seller’ knowledge,
there are no assessments or additional taxes threatened against
Seller, the Property or Assets. Seller are not delinquent in the
payment of any tax assessment or governmental charge, do not have
any tax deficiencies imposed or assessed against them and have not
executed any waiver of the statute of limitations on the assessment
or collection of any tax, which actions in any manner would affect
title to any of the Property and Assets to be
transferred.
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e)
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From the date
of this Agreement until the final Closing Date provided for herein,
Seller shall not: (a) commit or permit to be committed any waste on
the Property, and (b) enter into any agreement or instrument or
take any action that would encumber the Property after Closing,
that would bind Purchaser or the Property after Closing, or that
would be outside the normal scope of maintaining and operating the
Property.
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f)
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There are no
obligations of the Seller pertaining to the operation of the
Property that would be a direct obligation of the Purchaser, other
than as disclosed in this Agreement.
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g)
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Seller makes no
representations or warranties by delivering and making available to
Purchaser any documents or reports relating to the Property or the
Assets. Neither Seller nor any of their employees, agents, or
representatives shall be responsible or liable for any damage or
loss resulting from Purchaser's reliance upon any documents or
reports, studies or other information made available to Purchaser
by Seller relating to the Property and Assets.
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The
representations and warranties of the Seller contained in this
Agreement and the certificates and documents to be delivered
pursuant hereto, shall be true, complete, and correct when made,
and as of the Closing Date, and will not contain any untrue
statement of a material fact required to make the statements herein
or therein not misleading. Seller shall have performed and
satisfied all the covenants, agreements, and conditions required by
this Agreement to be performed and satisfied by it
hereunder.
For purposes of
the foregoing, the term “best of Seller’
knowledge” shall mean the actual and personal knowledge of
Seller, Seller’ directors, officers, shareholders, managers,
members, and employees and (a) shall not obligate such individuals
to carry out any investigation of the matters discussed above, and
(b) does not imply that anyone else's knowledge is imputed to such
individuals. Purchaser's consummation of the purchase and sale
transactions contemplated by this Agreement notwithstanding
Purchaser’s actual knowledge at the time of the Closing of
any alleged breach of the foregoing representations and
warrantie
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