Lamarun Resources Inc. - FORM S-1 - EX-10.1 - GOLD COIN PROPERTY PURCHASE AND SALE AGREEMENT - February 16, 2010
PURCHASE AND SALE AGREEMENT
LAMARUN RESOURCES INC.
MICHAEL E. SCHUSS
Dated as of the 16nd day of May, 2008
PURCHASE AND SALE AGREEMENT
THIS AGREEMENT made as of the 16th day of May, 2008
In consideration of the premises, covenants and agreements contained in this Agreement, the parties covenant and agree each with the other as follows:
For the purposes of this Agreement and the recitals in and Schedule to this Agreement, unless the context otherwise requires, the following words and phrases will have the meanings indicated below:
In this Agreement, except as otherwise expressed or provided or as the context otherwise requires:
No amendment, waiver, termination or variation of the terms, conditions, warranties, covenants, agreements and undertakings set out herein will be of any force or effect unless the same is reduced to writing duly executed by all parties hereto in the same manner and with the same formality as this Agreement is executed.
No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar) and no waiver will constitute a continuing waiver unless otherwise expressly provided.
The following Schedules are attached hereto and form a part hereof:
2. PURCHASE AND SALE
2.1 Purchase and Sale
Subject to the terms and conditions of this Agreement and based on the representations and warranties contained in this Agreement, Lamarun hereby offers to purchase the Property from the Vendor and the Vendor hereby agrees to sell the Property to Lamarun.
In consideration for the sale by the Vendor to Lamarun of the Property, Lamarun will pay the Purchase Price for the Property to the Vendor on the Closing date.
3. REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of The Vendor
The Vendor represents and warrants to and in favour of the Lamarun as follows and acknowledges that Lamarun is relying upon such representations and warranties in consummating the transactions contemplated by this Agreement:
3.2 Representations and Warranties of Lamarun
Lamarun represents and warrants to and in favour of the Vendor as follows and acknowledges that the Vendor are relying upon such representations and warranties in consummating the transactions contemplated by this Agreement:
4.1 Time and Place of Closing
The closing (the Closing) of this Agreement will take place at the offices of Lamarun at 2:00 p.m. (Toronto time) on May 16, 2008.
4.2 Closing Documents
At Closing, the parties hereto will table the following documents:
5.1 Mutual Termination
This Agreement may, prior to Closing, be terminated by the parties hereto by mutual agreement in writing notwithstanding anything contained herein.
6. GENERAL PROVISIONS
6.1 Time of Essence
Time is and will be of the essence of each and every provision of this Agreement.
6.2 Finders Fees and Brokers Commission
Each of the parties hereto represents to the other that it has not incurred any liability for any finders fee or brokers commission in connection with the execution of this Agreement or the consummation of the transactions contemplated herein.
Lamarun will be responsible for all fees and expenses in connection with the preparation, execution and delivery of this Agreement and the preparation and completion of all other agreements, documents, approvals and transactions contemplated by this Agreement.
6.4 Further Assurances
Each of the parties hereto will, whether before or after Closing and at the expense of Lamarun, execute and deliver all such further documents and instruments, give all such further assurances, and do all such acts and things as may reasonably be required to carry out the full intent and meaning of this Agreement.
6.5 Entire Agreement
This Agreement and the Schedule hereto contain the whole agreement among the parties hereto in respect of the subject matter hereof and supersedes and replaces all prior negotiations, communications and correspondence between the parties hereto. There are no warranties, representations, terms, conditions or collateral agreements, express or implied, statutory or otherwise, among the Vendor and Lamarun other than as expressly set forth in this Agreement and the Schedule hereto.
This Agreement will enure to the benefit of and be binding upon each of the parties hereto and their respective successors, liquidators and permitted assigns.
No party hereto may assign any of its right, title or interest in, to or under this Agreement, nor will any such purported assignment be valid amongst the parties hereto, except with the prior written consent of all parties hereto, such consent not to be unreasonably withheld.
6.8 Governing Law
This Agreement will be construed and interpreted in accordance with the laws of the Province of Ontario, Canada and the laws of Canada applicable therein. The parties hereto irrevocably attorn to the jurisdiction of the arbitrators and courts of the Province of Ontario, Canada and the venue for any actions or arbitrations arising out of this Agreement will be Toronto, Ontario Canada.
All notices, payments, and other required communications (Notices) to the parties hereto shall be in writing and shall be addressed respectively as follows:
All notices shall be given (i) by personal delivery to the party by leaving a copy at the place specified for notice with a receptionist or an apparently responsible individual, or (ii) by electronic facsimile communication. All notices will be effective and will be deemed delivered (i) if by personal delivery, on the date of delivery if delivered during normal business hours and, if not delivered during normal business hours, on the next business day following delivery, and (ii) if by electronic communication, on the next business day following receipt of the electronic communication. A party hereto may change its address for notice by notice to the other party.
This Agreement, and any certificates or other writing delivered in connection herewith, may be executed in any number of counterparts with the same effect as if all parties hereto had all signed the same documents, and all such counterparts will be construed together and will constitute one and the same instrument. The execution of this Agreement and any other writing by any party hereto or thereto will not become effective until counterparts hereof or thereof, as the case may be, have been executed by all the parties hereto or thereto, and executed copies delivered to each party who is a party hereto or thereto. Such delivery may be made by facsimile transmission of the execution page or pages, hereof or thereof, to each of the other parties by the party signing the particular counterpart, provided that forthwith after such facsimile transmission, an originally executed execution page or pages is forwarded by prepaid express courier to the other party by the party signing the particular counterpart.
The parties hereto have executed and delivered this Agreement as of the date first written above.
LAMARUN RESOURCES INC.
Description of Property