ASSETPURCHASE AGREEMENT

(A) Sellers have full power and authority to conduct its business as now carried on, and to carry out and perform its undertakings and obligations as provided herein.

 

(B) No action, approval, consent or authorization of any governmental authority is necessary for Sellers to consummate the transactions contemplated hereby.

(C) Seller is the owner of and has good and marketable title to the Purchased Assets, free of all liens, claims and encumbrances, except as may be set forth herein.

 

(D) There are no violations of any law or governmental rule or regulation pending against Seller or the Purchased Assets, and Seller has complied with all laws and governmental rules and regulations applicable to the Business or the Purchased Assets.

(A) Purchaser has full power and authority to carry out and perform its undertakings and obligations as provided herein.

 

(B) No action, approval, consent or authorization of any governmental authority is necessary for the Purchaser to consummate the transactions contemplated hereby.

 

(C) There are no judgments, liens, suits, actions or proceedings pending or, to the best of Purchaser's knowledge, threatened against Purchaser or its property.

 

(2) With respect to all losses, claims, damages and liabilities, including accounts payable at the Closing Date, from Seller's conduct of the Business arising before the Closing Date;

 

(3) With respect to any causes of action, proceedings, suits, claims, demands, taxes, assessments, judgments, costs and expenses, including reasonable attorneys' fees incident to the foregoing.

 

If any claim is asserted in writing against the Purchaser relating to any of the matters described in this Section, Purchaser shall notify Seller within fifteen (15) days a receipt of the claim or demand, and Seller shall have the right to control the defense, compromise or settlement of the claim or demand, provided that Seller covenants and agrees to keep Purchaser periodically and reasonably appraised of the status of same, and provided further that Seller does not take any action or omit taking any action, the effect of which would cause a material detriment to Purchaser or its Assets.

(1) from and against all losses, costs, damages, expenses or liabilities arising out of Purchaser's conduct of the Business as of the Closing Date or ownership of the Purchased Assets as of the Closing Date;

 

(2) from and against any claim in conjunction with liabilities and obligations being assumed by Purchaser hereunder:

 

(3) with respect to any material breach of a material representation, warranty, covenant, or agreement (including without limitation any breach of one or more of Purchaser's covenants and/or agreements under this Agreement), or non-fulfillment of any material obligation on the part of Purchaser under this Agreement or contained in the Schedules or Exhibits annexed to this Agreement, or otherwise delivered to Seller, or any material misrepresentation in any certificate or other instrument furnished to Seller under this Agreement:, and

 

(4) with respect to any causes of action, proceedings, suits, claims, demands, assessments, judgments, costs and expenses, including reasonable attorneys' fees incident to the foregoing.

 

If any claim is asserted in writing against the Seller relating to any of the matters described in this Section, Seller shall notify Purchaser within fifteen (15) days of receipt of the claim or demand, and Purchaser shall have the right to control the defense, compromise or settlement of the claim or demand, provided that Purchaser covenants and agrees to keep Seller periodically and reasonably appraised of the status of same, and provided further that Purchaser does not take any action or omit taking any action, the effect of which would cause a material detriment to Seller or its assets.

(A) All of the terms, covenants and conditions to be complied with or performed by the other party under this agreement on or before the closing shall have been complied with or performed in all material respects.

Before me this    29   day of December, 2008, personally appeared the above named individual, to me known to be the person who is described herein (or presented     Folrida Drivers License     as identification), and who executed the foregoing assignment instrument and acknowledged to me that he executed the same of his own free will for the purpose therein expressed.

and the successors, assigns and legal representatives of the ASSIGNEE the entire right, title and interest for the United States and its territorial possessions and in all foreign countries, including all rights to claim priority, in and to any and all improvements which are disclosed in the invention entitled:

and which is found in U.S. Patent No. 6,926,872, issued on August 9, 2005, and any legal equivalent thereof in a foreign country, including the right to claim priority and, in and to, any continuation, division, renewal, or substitute thereof, and as to Letters Patent any reissue or re­examination thereof.

    ASSIGNOR hereby covenants that no assignment, sale, agreement or encumbrance has been or will be made or entered into which would conflict with this assignment.

 

    ASSIGNOR further covenants that ASSIGNEE will, upon its request, be provided promptly with all pertinent facts and documents relating to said invention and said Letters Patent and legal equivalents as may be known and accessible to ASSIGNOR and will testify as to the same in any interference, litigation or proceeding related thereto and will promptly execute and deliver to ASSIGNEE or its legal representatives any and all papers, instruments or affidavits required to maintain and enforce said invention and said Letters Patent and said equivalents thereof which may be necessary or desirable to carry out the purposes thereof.

Before me this    29   day of December, 2008, personally appeared the above named individual, to me known to be the person who is described herein (or presented     Folrida Drivers License     as identification), and who executed the foregoing assignment instrument and acknowledged to me that he executed the same of his own free will for the purpose therein expressed.

    In consideration of the payment by ASSIGNEE to ASSIGNOR of the sum of One Dollar ($1.00), the receipt of which is hereby acknowledged, and for other good and valuable consideration,

and the successors, assigns and legal representatives of the ASSIGNEE the entire right, title and interest for the United States and its territorial possessions and in all foreign countries, including all rights to claim priority, in and to any and all improvements which are disclosed in the invention entitled:

and which is found in U.S. Patent No. 6,972,118, issued on December 6, 2005, and any legal equivalent thereof in a foreign country, including the right to claim priority and, in and to, any continuation, division, renewal, or substitute thereof, and as to Letters Patent any reissue or re­examination thereof.

    WHEREAS, HYFUELS, INC., (Assignor) is the owner of United States Trademark Registration No. 2,812,824, registered February 10, 2004, for the trademark MAGNEGAS, (hereinafter the "Trademark"), and HYFUELS, INC., warrants that it is legally entitled to assign said Trademark unto Assignee, that said Trademark is not encumbered by license or other interest; and

 

    WHEREAS, MAGNEGAS CORPORATION (Assignee) desires to acquire the entire right, title and interest in the Trademark, and the good will represented therewith.

 

    NOW THEREFORE, in consideration of valuable consideration, the sufficiency of which is hereby acknowledged, Assignor, by these presents, does sell, assign and transfer unto said Assignee the entire right, title and interest in and to the Trademark, together with the goodwill of the business, including all right to bring and maintain actions for all past and future infringement of said Trademark. The undersigned Assignor hereby authorizes and requests the Commissioner of Patents and Trademarks to record this Assignment of the Trademark, unto said Assignee, as the owner by assignment of the entire right, title and interest in and to said Trademark, and any renewals thereof, for its sole use and for the use of its legal representatives, to the full end of the term for which the Trademark is granted, as fully and entirely as the same had this assignment and sale not been made.