EX-10
from 8-K/A
15 pages
Asset Purchase Agreement This Asset Purchase Agreement (The "Agreement") Is Made and Entered Into as of This 10th Day of July, 2012 by and Between Genesis Holdings, Inc, a Washington Corporation (Hereinafter Referred to as "Seller"), and Genesis Financial, Inc., a Washington Corporation (Hereinafter Referred to as "Buyer"). Recitals A. Seller Is Engaged in the Business of Buying and Selling Real Estate Loans Secured by Real Property, (The "Business"). B. Seller Desires to Sell to Buyer Certain Assets and Properties Used in the Business, and Buyer Desires to Purchase the Same, All on the Terms and Conditions Set Forth in This Agreement. Now, Therefore, in Consideration of the Mutual Representations, Warranties, Covenants and Agreements Contained Herein, and Subject to the Conditions Hereinafter Set Forth, Seller and Buyer Hereby Agree as Follows: I. Defined Terms for Purposes of This Agreement, the Following Capitalized Terms Shall Have the Meanings Set Forth Below, Unless the Context Clearly Indicates Otherwise. 1.1 "Loans Receivable" Means All Loans Receivable as of the Closing Date. the Loans Receivable Shall Be Listed and Valued as of the Close of Business on the Day Preceding the Closing Date on a Schedules. 1.2 "Agreement" Means This Asset Purchase Agreement. 1.3 "Buyer" Is Defined in the First Paragraph of This Agreement. 1.4 "Business Agreements" Means Those Certain Agreements, Contracts and Commitments Entered Into by Seller in Connection With the Business, as More Particularly Described on Schedule III Attached Hereto, Including All Renewals, Extensions and Modifications Thereof. 1.5 "Business" Is Defined in the Recitals Above
12/34/56