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Exhibit 10.1
ASSET SALE AGREEMENT , dated as of October 2, 2007 (the
“Agreement”), by and between
(1) BRITTON
INTERNATIONAL, INC., a Nevada corporation
(“Seller”),
and
(2) BRITTON JEWELLERY
INC., a British Columbia, Canada company
(“Purchaser”).
WITNESSETH:
WHEREAS,
Seller was in the business of operating a website known as
www.Britton.com (the
“Website”) which has been in the business of retailing
jewelry and related products over the Internet;
WHEREAS,
Seller desires to sell to Purchaser, and Purchaser desires to
purchase from Seller, the Website and certain of the business
assets of the Seller utilized in the operation of the Website,
together with the goodwill associated with the Website and the
assets, as are identified to be purchased by Purchaser under this
Agreement (collectively, the “Purchased Assets”), upon
the terms and subjects to the conditions set forth in this
Agreement;
NOW,
THEREFORE, in consideration of the mutual benefits to be derived
and the representations and warranties, conditions and promises
herein contained, and intending to be legally bound hereby, Seller
and Purchaser hereby agree as follows:
1.01.
Assets Included.
(a) As
of the date hereof, Seller shall convey, sell, transfer, assign and
deliver unto Purchaser, and its successors and assigns forever, the
Purchased Assets as set on Exhibit 1.01 hereof, together with all
other intangible assets which derive from the Purchased Assets
together with copies of all files, books and records relating to
the Purchased Assets.
(b) From
and after the date hereof, Seller shall give to Purchaser or its
representatives free and unrestricted access to the books, files
and records of Seller relating to the Purchased Assets. Prior
to destroying or disposing of such books, files and records, Seller
shall give 30-days notice to Purchaser of the intended destruction
or disposition, and Purchaser shall have the right to take
possession of the same or to make copies of the same at its
expense.
1.02.
Excluded Assets. The Purchased Assets shall not include any
right, title, interest and claims of Seller in, to or under any of
the following assets: cash and cash equivalents; tax returns;
articles of incorporation and by-laws of Seller; corporate minutes;
seals and stock books of Seller; bank deposits or accounts of
Seller, other than Seller’s PayPal account; refunds or claims
for refunds of taxes payable by Seller; and any assets tangible or
intangible, which do not relate to the Purchased Assets.
1.03.
No Liabilities Assumed by Purchaser. Except as described on Exhibit
1.03, Purchaser shall not assume any liabilities, payments or
obligations of the Seller (absolute, contingent or otherwise)
arising out of the Purchased Assets, the ownership or operation of
any of the Purchased Assets, or the consummation of the
transactions under this Agreement or otherwise.
1.04.
The Seller will provide the Purchaser with sufficient vendor
information regarding the third party which has supplied the Seller
with leased hardware and standard operating software for operation
of the Website so that the Purchaser might form its own
arrangements with this supplier;
1.05.
Functional Currency. All amounts included in this Agreement are
state in United States dollars;
1.06.
Net Consideration. Payment for the Purchased Assets is as described
on Exhibit 1.06 and is $2,356.08.
1.07.
Form of Payment. It is agreed receipt of a confirmation letter from
the supplier listed in Exhibit 1.03 will form evidence of payment
by Purchaser. This letter must be received within 15 days from the
date herein of this Agreement and must state that Purchaser has
confirmed to the supplier that it is responsible for the debts of
Seller to said supplier. Additionally, with respect to the
assumption of customer credits, Seller will accept
Purchaser’s warranty made herein that it will maintain on
Purchaser’s books these deposits made by customers of Seller
and will deliver to said customers either: (i) full refunds of
deposits; or (ii) satisfactory merchandise as agreed between
Purchaser and each customer.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.01.
Representations and Warranties of Seller. Seller represents and
warrants to Purchaser as follows, and acknowledges and confirms
that Purchaser is relying upon such representations and warranties
in connection with the execution, delivery and performance of this
Agreement:
(a) Organization
and Good Standing. Seller is a company duly organized, validly
existing and in good standing under the laws of the State of
Nevada.
(b) Consents,
Authorizations, Binding Effect, Etc. Seller may execute, deliver
and perform this Agreement without the necessity of any consent,
approval, authorization or waiver or giving any notice or otherwise
(including without limitation any consent of or notice to any other
stockholder of Seller), except for such consents, approvals,
authorizations, waivers and notices which have been obtained and
are unconditional and remain in full force and effect and such
notices which have been given. This Agreement has been duly
authorized, executed and delivered by Seller and this Agreement
constitutes the legal, valid and binding obligation of Seller,
enforceable against Seller in accordance with its terms. The
execution, delivery and performance of this Agreement by Seller
will not (1) constitute a violation of the certificate of
information or the by-laws of Seller, as amended and in effect on
the date hereof (2) conflict with, result in the breach of or
constitute a default under any contract, lease, agreement, license,
commitment or order of, or binding upon, Seller, (3) constitute a
violation of any statute, judgment, order, decree or regulation or
rule of any court, governmental authority or arbitrator applicable
or relating to Seller or the Purchased Assets, or (4) result in the
creation of any lien
upon any of the Purchased Assets pursuant to the provisions of any
of the foregoing. Each tangible and intangible Purchased Asset
owned or used by Seller immediately prior hereto will be owned or
available for use by Purchaser immediately subsequent to the
Closing hereunder on the same basis as the Seller used such asset
or right.
(c) Litigation
and Compliance. There are no actions, suits, claims or proceedings,
whether in equity or at law, pending or threatened, and to the best
knowledge of Seller, there are no governmental or administrative
investigations pending or threatened, against Seller with respect
to the Purchased Assets.
To
the best of its knowledge, Seller has duly filed all reports and
returns required to be filed by it with governmental authorities
and has obtained all governmental permits and licenses and other
governmental consents which are required in connection with the
operation of the Purchased Assets by Seller.
(d) Intellectual
Property. To the best of its knowledge, Seller owns or has the
right to use pursuant to written license, sublicense, agreement or
permission all intellectual property necessary for the operation of
the Purchased Assets as presently conducted. As used in this
Agreement, intellectual property means and includes (i) patents,
patent applications, patent disclosures and improvements thereto;
(ii) trademarks, service marks, trade dress, logos, trade names and
corporate names (including without limitation all brand names and
trade style), and registrations and applications for registration
thereof and all rights related thereto, including all goodwill;
(iii) copyrights and registrations and applications for
registration thereof; (iv) computer software, data and
documentation; (v) trade secrets and confidential business
information (including ide
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