EXHIBIT
10.1
ASSET PURCHASE
AGREEMENT
THIS
AGREEMENT (the “ Agreement ”) is made and
entered into as of this 24th day of August 2005 (the “
Closing Date ”), by and between US Pro Golf League,
Inc. a Nevada corporation (“ Purchaser ”)USPGL,
and Greens Worldwide Incorporated (“ Seller ”),
GRWW.
Background
Seller
is engaged in the business of marketing, managing and conducting
Golf Tournaments and owns certain assets and intellectual property
in connection with the US Pro Golf League, (the “
Business ”). Seller wishes to sell, and
Purchaser wishes to purchase all of the assets used in the Business
upon and subject to the terms and conditions set forth in this
Agreement.
Agreement
Now,
therefore, for and in consideration of the mutual representations,
warranties, covenants, and agreements contained herein and for
other good and valuable consideration, the receipt and legal
sufficiency of which is hereby acknowledged, the parties hereto
agree:
Section 1. PURCHASE AND SALE OF
ASSETS
Section
1.1
Purchase of
Assets.
On and
subject to the terms and conditions of this Agreement, Purchaser
hereby purchases and Seller hereby sells, assigns, grants,
transfers, and conveys to Purchaser all of the right, title, and
interest of Seller in and to all of the assets of Seller used
exclusively in the Business (collectively, the “ Purchased
Assets ”) free and clear of any and all liens, claims,
charges, security interests, and encumbrances as the same exist on
the Closing Date, as follows:
a.
All
intellectual property, trade name, trade secrets, trademarks,
personnel contracts, web site, strategic partnerships,
sponsors, publications, operating model, manuals, and confidential
information relating to the Business; and
b.
Access
Development benefits contract.
c.
Section .
Excluded
Liabilities.
Purchaser shall
not assume or be or become liable for any liability or obligation
of Seller, whether known, unknown, absolute, contingent, or
otherwise, with the exception of any future obligations under
royalty agreements with Brian Schindler, Access Development
corporation and Golf Action. All other liabilities of
Seller are hereinafter referred to as “Excluded
Liabilities.”
Section 2. PURCHASE PRICE AND
CLOSING
Section
2.1
Purchase
Price.
The
Purchase price for the Purchased Assets shall be a 6% convertible
promissory note in the amount of $100,000.00, attached hereto and
incorporated herein. In addition, Purchaser agrees to pay Seller an
amount equivalent to 8% of the Gross Revenue of Purchaser,
successors and assigns for a period of 10 years from the date of
closing, ending on December 31, 2015. Said payments to seller shall
be made on a quarterly basis beginning with the quarter ending
December 31, 2005 and continuing quarterly until December 31,
2015.
Section 2.2
Time and Place of
Closing.
The
closing of the purchase and sale of the Purchased Assets (the
“ Closing ”) will be held at Hertford, NC, on
August 22, 2005. The effective time of the closing and the
transfer of the Purchased Assets to Purchaser is 12:00 a.m. on
the Closing Date.
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Section 2.3
Transfer
Expenses.
Seller
shall pay all sales and transfer taxes levied on the transfer of
the Purchased Assets, if any. Ad valorem taxes, if any,
relating to the Purchased Assets shall be prorated as of the
Closing Date.
Section
2.4
Allocation of
Purchase Price.
The
consideration paid for the Purchased Assets shall be allocated
among the Purchased Assets in accordance with the provisions
contained in Treasury Regulation Section 1.1060-1T(d). The
parties agree to be bound by such allocation and to report the
transaction contemplated herein for federal income tax purposes in
accordance with such allocation. In furtherance of the
foregoing, the parties hereto agree to execute and deliver Internal
Revenue Service Form 8594 reflecting such allocation.
Section 2.5 Condition Subsequent . Purchaser and
Seller agree that the Purchaser will be developing the business for
the express purpose of going public or being acquired by a publicly
traded entity as soon as possible.
Purchaser and
Seller agree that Seller shall have the right to inspect and audit
Purchaser books and records upon reasonable notice through and
including the date ending 12-31-2015 with respect to verification
of Gross Revenue and percentages due Seller under this
agreement.
Section 3.
REPRESENTATIONS AND WARRANTIES OF SELLER
For
the purpose of inducing the Purchaser to purchase the Purchased
Assets, Seller represents and warrants to Purchaser as
follows:
Section
3.1
Organization and
Qualification.
Seller
is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Arizona and has all
corporate power and authority to conduct the Business, and to own,
lease, or operate the Purchased Assets in the places where the
Business is conducted and the Purchased Assets are owned, leased,
or operated.
Section 3.2
Authority.
Seller
has full power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby. The
execution, delivery, and performance of this Agreement by Seller
has been duly and validly authorized and approved by all necessary
action on the part of Seller. This Agreement is the legal,
valid, and binding obligation of Seller enforceable against Seller
in accordance with its terms, except as enforceability may be
limited by applicable equitable principles or by bankruptcy,
insolvency, reorganization, moratorium, or similar laws affecting
creditors’ rights generally, and to the exercise of
judicial discretion in accordance with general equitable
principles. Neither the execution and delivery of the
Agreement by Seller nor the consummation by Seller of the
transactions contemplated hereby will (i) violate
Seller’s Certificate of Incorporation or Bylaws,
(ii) violate any provisions of law or any order of any
court or any governmental unit to which Seller is subject, or by
which any of the Purchased Assets are bound, or conflict with,
result in a breach of, or constitute a default under any indenture,
mortgage, lease, agreement, or other instrument to which Seller is
a party or by which it or any of the Purchased Assets are bound, or
(iii) result in the creation of any lien, charge, or
encumbrance upon any of the Purchased Assets.
Section
3.3
Personal
Property . Seller has
good and marketable title to all of its Purchased Assets free and
clear of all liens, claims, charges, security interests, and other
encumbrances of any kind or of any nature. The Purchased
Assets include all rights, properties, interest in properties, and
assets necessary to permit Purchaser to carry on the Golf
League Business as the same has heretofore been conducted by
Seller.
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Section
3.4
Compliance with
Laws.
Seller, to the
best of its knowledge, is not subject to any judgment, order, writ,
injunction, or decree that adversely affects, or might in the
future reasonably be expected to adversely affect any of the
Purchased Assets or the Golf League Business. Seller
is, to the best of its knowledge, in substantial compliance with
all laws applicable to the Business and the Purchased Assets,
including without limitation, all laws related to zoning,
occupational safety, labor, wages, working hours, working
conditions, environmental protection, and fair business
practices. Seller, to the best of its knowledge, has all
permits, licenses, approvals, consents, and authorizations which
are required for the operation of Seller’s business under
federal, state, or local laws, rules, and regulations.
Section
3.5
Litigation.
Except
as provided herein, there are no formal or informal complaints,
investigations, claims, charges, arbitration, grievances, actions,
suits, or proceedings pending, or to the knowledge of Seller
threatened against any of the Purchased Assets at law or in equity
or admiralty, or before or by any federal, state, municipal, or
other governmental department, commission, board, bureau, agency,
or instrumentality, domestic or foreign which would affect the
purchased assets materially. Seller is not subject to any
order, writ, injunction, or decree of any federal, state, municipal
court, or other governmental department, commission, board, bureau,
agency, or instrumentality, domestic or foreign, affecting the
Purchased Assets.
Section 3.6
Brokers and
Finders.
Seller
has not incurred any obligation or liability to any party for any
brokerage fees, agent’s commissions, or finder’s fees
in connection with the transactions contemplated hereby.
Section 3.7
Governmental
Approval and Consents.
Seller
has obtained all governmental approvals, authorizations, permits,
and licenses required to permit the operation of the Business as
presently conducted.
Section
4. REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser hereby represents and warrants
to Seller as follows:
Section
4.1
Organization and
Qualification.
Purchaser is a
corporation duly organized, validly existing, and in good standing
under the laws of the State of Nevada and has all necessary power
and authority to conduct its business, to own, lease, or operate
its properties in the places where such business is conducted and
such properties are owned, leased, or operated.
Section 4.2
Authority.
Purchaser has full
power and authority to enter into this Agreement and to consummate
the transactions contemplated hereby. The execution,
delivery, and performance of this Agreement by Purchaser has been
duly and validly authorized and approved by all necessary action on
the part of Purchaser, and this Agreement is the legal, valid, and
binding obligation of Purchaser enforceable against Purchaser in
accordance with its terms, except as enforceability may be limited
by applicable equitable principles or by bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting
creditors’ rights generally, and by the exercise of judicial
discretion in accordance with equitable principles. Neither
the execution and delivery of this Agreement by Purchaser nor the
consummation by Purchaser of the transactions contemplated hereby
will (i) violate Purchaser’s articles of incorporation
or bylaws, (ii)&nb
