Title: AGREEMENT: ASSET ACQUISITION OF INTERNATIONAL WASTEWATER SYSTEMS AND ALL IP Date: 9/28/2006
UC HUB GROUP INC.
AGREEMENT: ASSET ACQUISITION OF INTERNATIONAL WASTEWATER SYSTEMS AND ALL IP: ----------------------------------------------------------------------------
This document completes our discussions pursuant to which UC HUB GROUP INC.(the "Company"), will acquire the assets, as listed in Attachment A ("Assets"), of International Wastewater Systems at 2020 Charlotte St, Bozeman, MT 59718 ("IWS"), for One Million Five Hundred Shares upon signing the formal agreements and an additional equal amount (One Million Five Hundred Thousand R 144 shares) upon hitting sales benchmarks to be agreed upon by Larry Wilcox and Claude Smith. Notwithstanding this, in the event, the IWS subsidiary, after acquisition, is sold or made available in some new corporate form, the additional One Million Five Hundred thousand Shares, will be deemed earned by the original owners of IWS.
The following are the material terms of the acquisition:
1. ACQUISITION. Acquisition, a Wastewater System with software and licenses and related Intellectual Properties organized and in business for the past years, shall be acquired with the Assets of "IWS" . "IWS" will become a subsidiary of the parent company, UC Hub, Group Inc. In addition the operating liabilities of past and during transition will not be part of any deal or liability to UC Hub and IWS hereby represents that they do not and will not have a negative burn or loss during this transition as the full intent of this acquisition is to remain and build a positive balance sheet.
2. ASSET PURCHASE AGREEMENT. A detailed Asset Purchase Agreement (the "Agreement") will be prepared by our counsel which will contain the terms set forth herein and other mutually acceptable and customary provisions including, but not limited to representations and warranties of each party to the other, undertakings of "IWS" as to the conduct of its business prior to the acquisition, conditions precedent to the acquisition, and required opinions of counsel for each party. The Agreement will be executed on the Closing Date, as defined in Section 6 hereof.
3. REPRESENTATIONS AND WARRANTIES. The Agreement contains customary detailed representations and warrantie
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