ASSET SALE AGREEMENT
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THIS AGREEMENT is made and entered into
this 29th day of September, 2005, among
Gift Liquidators, Inc., an Oklahoma
corporation (hereinafter referred to as the
"Seller") and Laid Back Enterprises Corp.,
an Oklahoma corporation (hereinafter
referred to as the "Buyer").
WHEREAS, Seller is the owner of certain
liquidation inventory purchased over the
last several years from Buyer; and
WHEREAS, Seller desires to sell and Buyer
desires to purchase all of the
inventory in exchange for the cancellation
of the indebtedness due Buyer from
Seller and upon the terms and conditions
contained herein; and
WHEREAS, Seller has performed a present
value calculation of the complete and
immediate sales value of the inventory
taking into account the stale nature of
the inventory, the time in which the Seller
estimates that the inventory will
take to sell and discounting the same to a
present value, and following such
determination, Seller and Buyer agree that
the present value of the inventory
does not exceed the amount of the
indebtedness owned by Seller to Buyer;
NOW, THEREFORE, in consideration of the
foregoing, the mutual covenants and
agreements contained herein, and other good
and valuable consideration, the
receipt and sufficiency of which are
acknowledged, the parties hereto agree as
follows:
1. Purchase and Sale of Assets. On the
terms and subject to the conditions set
forth in this Agreement, Seller agrees to
sell, assign, transfer and deliver to
Buyer and Buyer agrees to purchase from the
Seller all of Seller's inventory and
miscellaneous other assets listed on
Exhibit "A" attached hereto and made a part
hereof (the "Assets").
2. Purchase Price and Delivery. The total
purchase price shall be the
cancellation of the indebtedness due from
Seller to Buyer in the amount of
$50,485.
3. Closing. Closing shall occur on
September 29, 2005, effective August 31,
2005, at the offices of Seller's attorneys
at 3033 N.W. 63rd Street, Suite 200,
Oklahoma City, Oklahoma at 10:00 a.m.
unless a different date or time is agreed
to by the parties in writing in advance.
Failure to close on said date or on any
extension date agreed to in writing by the
parties shall terminate this
Agreement.
4. Termination of Agreements. Effective at
Closing, the parties agree that the
Administrative Services Agreement and the
Tax Sharing Agreement entered into
between the parties December 20, 2002 are
terminated and will be of no further
force or effect and each party releases the
other from any and all liability and
responsibility under the same.
5. Representations and Warranties of
Seller. The Seller represents and warrants
to the Buyer that:
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(a) Ownership of Seller's Assets. The
Seller is the exclusive owner of the
Assets. The Seller possesses good title to
the Assets and own the Assets free
and clear of any and all security
interests, agreements, restrictions, claims,
liens, pledges and encumbrances of any
nature or kind. The Seller has the
absolute and unconditional right to sell,
assign, transfer and deliver the
Assets to the Buyer in accordance with the
terms of this Agreement.
(b) Validity of Agreement. The Seller has
the legal capacity and authority to
enter into this Agreement. This Agreement
is a valid and legally binding
obligation of the Seller and is fully
enforceable against the Seller in
accordance with its terms, except as such
enforceability may be limited by
general principles of equity, bankruptcy,
insolvency, moratorium and similar
laws relating to creditors' rights
generally.
(c) Agreement Not in Conflict with Other
Instruments; Required Approvals
Obtained. The execution, delivery and
performance of this Agreement by the
Seller and the consummation of the tran
