ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT
between
E-DEBIT GLOBAL CORPORATION,
a Colorado corporation,
and
AGH WA, LLC, a Washington Limited Liability corporation.
Dated as of April 1, 2018
SECTION INDEX
Section
ASSET PURCHASE AGREEMENT SECTION 1 SALE AND PURCHASE
1.1 Acquired Assets
1.2 Excluded Assets 1.3a Assumed Liabilities 1.3b Excluded Liabilities SECTION 2 PURCHASE PRICE 2.1 Purchase Price SECTION 3 THE CLOSING
3.1 Closing
3.2 Deliveries of Seller 3.3 Deliveries of Purchaser SECTION 4 REPRESENTATIONS
4.1 Organization 4.2 Authority 4.3 Validity 4.4 Acquired Assets 4.5 Real Property
4.6 Environmental
4.7 Inventory
4.8 Accounts Receivable
4.9 Accounts Payable
4.10 Insurance Policies 4.11 Contracts
4.12 Litigation
Page
6 6
6
6 6 6 7 7 7
7
7 8 9
9 9 9 10 10
11
11
11
12
12 12
12
4.13 Government Autorizations
12
4.14 Customers and Suppliers
13
4.15 Taxes
13
4.16 Employees
13
4.17 Intellectual Property
14
4.18 Undisclosed Liabilities
14
4.19 Compliance with Laws
14
4.20 Changes
15
4.21 Conditions Affecting Seller
15
4.22 Affiliate Interests
15
4.23 No Brokers
15
4.24 Disclosure
15
SECTION 5 REPRESENTATIONS OF PURCHASER
16
5.1 Organization; Good Standing
16
5.2 Authority; No Consent
16
5.3 Validity of Agreement
16
5.4 Financial Ability
16
SECTION 6 INDEMNITY
16
6.1 Survival
16
6.2 Indemnification by Seller
16
6.3 Indemnification by Purchaser
17
6.4 Notice and Defense of Indemnity Claims
17
6.5 Indemnification Adjustments
18
6.6 Materiality; No Waiver
18
SECTION 7 COVENANTS
19
7.1 Use of Names..
19
7.2 Further Assurances
19
7.3 Confidentiality
19
7.4 Delivery of Property
20
7.5 Payment of Liabilities
20
7.6 Non-Competition and Non-Solicitation
20
7.7 Transactional Taxes
21
7.8 Expenses
21
SECTION 8 NOTICES
22
SECTION 9 DEFINITIONS
22
9.1 Definitions
22
SECTION 10 MISCELLANEOUS
24
10.1 Entire Agreement
25
10.2 Binding Agreement; Assignability
25
10.3 Counterparts
25
10.4 Remedies Cumulative; Waiver
25
10.5 Applicable Law
25
10.6 Headings; Exhibits and Sections
25
10.7 Severability
25
10.8 Interpretation; Rules of Construction
25
10.9 Waiver of Jury Trial
26
EXHIBIT INDEX
Section
SECTION 1.2c SECTION 1.3a SECTION 3.2a SECTION 3.2b SECTION 3.2c
SECTION 3.2d SECTION 3.2e SECTION 4.5
SECTION 4.7
SECTION 4.8
SECTION 4.9
SECTION 4.10 SECTION 4.11
SECTION 4.17
Exhibit
Page
Excluded Assets
6
Exhibit 1.2c.i
Assumed Liabilities
6
Exhibit 1.3a.i
Certificate of Titles (Vehicles, machinery, equipment)
7
Exhibit 3.2a.i
Certificates of Good Standing (Tax Status)
8
Exhibit 3.2b.i
Certificates of Seller's Board Approval (Board Resolution)
8
Exhibit 3.2c.i
Exhibit 3.2c.ii
Assignment of Real Property (Coulee City Farm Site)
8
Exhibit 3.2d.i
Assignment of Real Property (Tacoma Production Site)
8
Exhibit 3.2e.i
Real Property
9
Exhibit 4.5.b.i - (related to Section 3.2.d)
Exhibit 4.5.b.ii - (related to Section 3.2.e)
Inventory
18
Exhibit 4.7.a.i - (related to Section 3.2.d)
Exhibit 4.7.a.ii - (related to Section 3.2.e)
Accounts Receivable
11
Exhibit 4.8.a.i - (related to Section 3.2.d)
Exhibit 4.8.a.ii - (related to Section 3.2.e)
Accounts Payable
10
Exhibit 4.9.a.i - (related to Section 3.2.d)
Exhibit 4.9.a.ii - (related to Section 3.2.e)
Insurance Policies
11
Exhibit 4.10
Contracts
12
Exhibit 4.11.a - (related to Section 3.2.d)
Exhibit 4.11.b - (related to Section 3.2.e)
Intellectual Property
14
Exhibit 4.17.a - (Names, Trademarks and other Company Logos)
Exhibit 4.17.b - (Trade or Brand Names)
Exhibit 4.17.C - (Recipes)
Exhibit 4.17.d - (Designs, Patents and Manuals)
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