Verus International Inc (VRUS)

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Looks like VRUS got a very good deal - and unlike most otc companies' acquisitions of this nature, they assumed massive assets while only taking very specific and limited liabilities (i.e. they didn't take any of the french fry company's long-term debt or any obligations other than those related to order fulfillment and warranties). They acquired an operational business making a target product for their target market that will almost immediately contribute revenues--all for the price of a cheap house. Items C and D and H below are huge. They're acquiring the customer and vendor lists, which will help them grow the entire CPG business. Read the filing (specific negligible obligations/liabilities in bold below--this is the fine print that's usually troublesome in acquisitions - in VRUS's case it's gold):
https://sec.report/Document/0001493152-19-013597/ex10-1.htm


RECITALS; PURCHASE AND SALE

Section 1.1 Recitals. Each of the Parties hereby agree that the recitals set forth above are true and correct and are incorporated into the terms of this Agreement.

Section 1.2 Purchase and Sale. On the Closing Date (as defined in Section 1.6) Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, free and clear of any lien, claim, pledge, security interest or encumbrance of whatever kind or character, all of the assets, properties, goodwill and rights of Seller relating to the Business of every nature, kind and description, tangible and intangible, wheresoever located and whether or not carried or reflected on the books and records of Seller (the “Acquired Assets”), including, without limitation, the following (except to the extent any item of the following is part of the Excluded Assets):

(a) All equipment, furniture, supplies, computer hardware and other tangible personal property of Seller (the “Personal Property”);

(b) All work-in-process and other inventory of Seller (the “Inventory”);

(c) All franchises, licenses, permits, consents, authorizations, approvals, and certificates of any regulatory, administrative or other government agency or body relating to the Business (the “Permits”);

(d) All patents, patentable materials, formula, packaging, brand names, trade secrets, processes, procedures, systems, proprietary rights, proprietary knowledge, confidential or proprietary information, know-how, show-how, inventions, computer software, technology, trademarks, names, service marks, trade names, internet domain names, URL addresses, electronic mail addresses, copyrights, copyrighted and copyrightable materials (whether or not registered, published or containing a copyright notice, and including, but not limited to, any and all moral rights and similar rights, and derivatives), symbols, logos, customer lists, inventions, franchises and permits and all filings, applications for registrations, registrations, renewals and reissues of any such registrations with or by an federal, state, local or foreign regulatory, administrative, governmental or quasi-governmental office or authority, any of the foregoing that might be issued upon any such registration, and all licenses, sublicenses or agreements in respect thereof, that Seller owns or has the right to use or to which Seller is a party, whether or not used in the Business (collectively, the “Proprietary Rights”);

Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

(e) All claims and rights under contracts, agreements, contract rights, leases, license agreements, franchise rights and agreements, policies, purchase and sales orders ( the “Pending Sales Orders”), engagement letters, executory commitments, instruments, guaranties, indemnifications, arrangements, and understandings of Seller, whether oral or written, to which Seller is a party (whether or not legally bound thereby) (the “Contracts”), including, without limitation, the Pending Sales Orders Contracts and that each of said Pending Sales Orders is valid, still pending, on time, and is not the subject of any cancellation and Seller has no knowledge of any potential cancellation or reduction of any Pending Sales Order.

(f) All investments, deposits and prepaid expenses;

(g) All causes of action, judgments and claims or demands against others of whatever kind or description;

(h) [color=green]All books of account, records, customer lists, vendor lists, files, papers, records, promotional marketing and advertising materials, catalogs, brochures, forms, plans, manuals and handbooks relating to the conduct of the Business or otherwise relating to the conduct of the Business or otherwise relating to the Acquired Assets or usable in connection with the Business;[/green]

(i) All goodwill (excluding any unamortized goodwill reflected on the financial statements of Seller); and

(j) All of Seller’s telephone numbers, including, without limitation, all local and toll free telephone numbers.

Section 1.3 Excluded Assets. Notwithstanding any other provision of this Agreement to the contrary, the following items shall be excluded from the Acquired Assets (the “Excluded Assets”):

(a) all corporate minute books, stock records, corporate seals, treasury shares and tax returns and supporting schedules of Seller (all of which shall be subject to Buyer’s right to inspect and copy); and

(b) all fixed assets including vehicles, machinery and equipment and any and all liabilities of the Buyer.

Section 1.4 Assumption of Liabilities. Buyer shall not and does not assume any obligations of Seller, with the exception of trade payables that is directly linked as associated accounts receivables as shown on the balance sheet and financial statements provided by Seller to Buyer hereunder, as well as any obligations that Seller has under previous product warranties given pursuant to the sale of its products to its customers, which shall not be deemed to be extended or renewed hereby (the “Assumed Liabilities”). With the exception of the Assumed Liabilities, Buyer shall not by the execution and performance of this Agreement, or otherwise, assume or otherwise be responsible for any liability or obligation of any nature of Seller, or claims of such liability or obligation, matured or unmatured, liquidated or unliquidated, fixed or contingent, or known or unknown, whether arising out of occurrences prior to, at or after the Closing Date.



Section 1.5 Acquisition Consideration. The consideration to be paid for the Acquired Assets shall be equivalent to 2,000,000 AED ($544,477 USD) in cash, plus assumption of the Assumed Liabilities (the ‘Acquisition Consideration”).