SALE AGREEMENT
dated as of March 28, l997
by and between
IDM ENVIRONMENTAL CORP.
and
CAG TECHNOLOGIE MANAGEMENT CONSULTANTS
GREIFSWALD GMBH
SALE AGREEMENT dated as of March 28, l997 (this "Agreement") by and between
IDM ENVIRONMENTAL CORP., a New Jersey corporation ("Seller"), and CAG
TECHNOLOGIE MANAGEMENT CONSULTANTS GREIFSWALD GMBH, a corporation formed under
the laws of the Federal Republic of Germany ("Purchaser").
WITNESSETH:
WHEREAS, Seller is the owner of certain power generating equipment (the
"Equipment"); and
WHEREAS, Purchaser desires to acquire all of the Equipment as hereinafter
provided.
NOW, THEREFORE, Seller and Purchaser, intending to be legally bound hereby
agree as follows:
I. PURCHASE AND SALE OF EQUIPMENT
1.01 Purchase of Equipment. Subject to the terms and conditions of this
Agreement, Seller hereby sells, assigns, transfers, sets over, conveys and
delivers to Purchaser and Purchaser hereby purchases from Seller the Equipment
for the Purchase Price on an AS IS/WHERE IS basis. The Equipment shall mean all
equipment specifically set forth on Schedule l.0l attached hereto.
II. PURCHASE PRICE
2.01 Purchase Price; Method of Payment; Collateral Security. The purchase price
for the Equipment is Six Million (US$6,000,000.00) U.S. Dollars (the "Purchase
Price"). Purchaser shall pay the Purchase Price to Seller upon execution and
delivery of this Agreement as follows: (i) Purchaser shall pay Six Hundred
Thousand (U.S. $600,000.00) U.S. Dollars to Seller by wire transfer of
immediately available funds into an account designated by Seller and (ii)
Purchaser shall deliver simultaneously herewith to Seller a promissory note
("Promissory Note") in the amount of Five Million Four Hundred Thousand (U.S.
$5,400,000.00) U.S. Dollars in the form of Exhibit A attached hereto. The debt
underlying the Promissory Note shall be secured by a lien on the Equipment.
III. THE CLOSING
3.01 Time of Closing. The closing of the transactions contemplated in this
Agreement (the "Closing") shall be effective upon the delivery of (i) fully
executed originals of this Agreement to Seller and Purchaser; (ii) the
Promissory Note to Seller; (iii) delivery of a security agreement made by
Purchaser in favor of Seller; and (iv) the delivery by Seller to Purchaser of an
executed xxxx of sale for the Equipment substantially in the form of Exhibit B
attached hereto.
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IV. REPRESENTATIONS AND WARRANTIES
4.0l Representations and Warranties of Seller. Seller represents and warrants to
Purchaser that:
a. The Seller is a New Jersey corporation, validly existing and in good
standing under the laws of New Jersey.
b. The Seller has full corporate power and authority to own its
properties and assets and operate its business and to perform all of
the Seller's obligations under this Agreement.
c. The Seller has taken all corporate actions necessary to authorize the
execution, delivery and performance of this Agreement, and this
Agreement constitutes the valid, legal and binding obligation of the
Seller.
d. No approval, authorization, consent, or other action by any
governmental authority, administrative agency or other person is
necessary for the Seller's execution and delivery of the Agreement or
the performance of the Seller's obligations hereunder.
e. The Seller's execution and delivery of this Agreement and the
performance of the obligations hereunder will not cause a material
breach or violation of, or default under, any provision of (i) the
charter or bylaws of the Seller, (ii) any security issued by the
Seller, (iii) any written agreement, contract, commitment, or other
arrangement to which the Seller is a party or by which the Seller is
bound, (iv) any applicable law, rule, or regulation of any
governmental authority, or (v) any applicable decree, order,
injunction, or other decision of any court, arbitrator, governmental
authority or administrative agency.
f. The Equipment is being sold to Purchaser on an AS IS WHERE IS basis.
Seller makes no representation or warranty of merchantability or
fitness for a particular purpose.
4.02 Representations and Warranties of Purchaser. Purchaser represents and
warrants to Seller that:
a. Purchaser is a German company, validly existing and in good standing
under the laws of the Federal Republic of Germany.
b. Purchaser has full corporate authority and power to own its properties
and assets and operate its business and to perform all of Purchaser's
obligations under this Agreement.
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c. Purchaser has taken all corporate actions necessary to authorize the
execution, delivery and performance of this Agreement, and this
Agreement constitutes the valid, legal and binding obligation of
Purchaser. Purchaser has the financial ability and capacity to
purchase the Equipment and pay for same pursuant to the terms of the
Promissory Note.
d. No approval, authorization, consent, or other action by any
governmental authority, administrative agency or other person is
necessary for Purchaser's execution and delivery of this Agreement.
e. Purchaser's execution and delivery of this Agreement will not cause a
material breach or violation of, or default under, any provision of
(i) the charter or bylaws of the Purchaser, (ii) any written
agreement, contract, commitment, or other arrangement to which
Purchaser is a party or by which Purchaser is bound, (iii) any
applicable law, rule, or regulation of any governmental authority, or
(iv) any applicable decree, order, injunction, or other decision of
any court, arbitrator, governmental authority, or administrative
agency.
V. MISCELLANEOUS
5.01 Notice. Any notice given pursuant to this Agreement shall be in writing
signed by the party giving such notice (or by its agent) and shall be delivered
either by hand, messenger, overnight delivery or by telecopier to the other
party at the address listed below and shall be effective upon receipt unless
otherwise provided herein:
Seller: IDM Environmental Corp.
X.X. Xxx 000
000 Xxxxxxxxx Xxxxxx
Xxxxx Xxxxx, Xxx Xxxxxx 00000
Attention: Xxxx Xxxxxxxx, President
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Purchaser: CAG Technologie Management Consultants
Xxxxxxxxxx XXXX
Xxxxxxxxxxx Xxxxxxxxxx
00000 Greifswald
Attention:Xxxxxxxxx Xxxxxx, President
Telephone: #00000 00 00 0
Telecopier: #03834 80 32 13
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Each party shall have the right to change the place to which notice shall be
sent or delivered by similar notice sent in like manner to the other party.
5.02 Governing Law. This Agreement shall be governed by the laws of the State of
New Jersey, U.S.A.
5.03 Entire Agreement. This Agreement (including the Schedules and Exhibits
hereto) contains the entire understanding of the parties with respect to the
subject matter hereof.
5.04 Further Assurances. Without limiting the generality of any provisions of
this Agreement, each party agrees that upon request of any other party, it
shall, from time to time, do any and all other acts and things as may reasonably
be required to carry out its obligations hereunder, to consummate the
transactions contemplated hereby, and to effectuate the purposes hereof.
5.05 Amendments. No amendment or modification of this Agreement shall be valid
or binding upon the parties unless made in writing and executed by the parties.
5.06 Severability. If any provision of this Agreement or the application thereof
to any person(s) or circumstances shall be invalid or unenforceable to any
extent, (i) the remainder of this Agreement and the application of such
provision to other person(s) or circumstance(s) shall not be affected thereby;
and (ii) each such provision shall be enforced to the greatest extent permitted
by law.
5.07 No Waiver. No consent or waiver, express or implied, by a party to or of
any breach by a party in the performance by it of any of its obligations
hereunder shall be deemed or construed to be a consent or waiver to or of the
breach in the performance by such party of the same or any other obligation of
such party hereunder. Failure on the part of any party to complain of any act or
failure to act of any other party or to declare any other party in default,
irrespective of how long such failure continues, shall not unless otherwise
herein provided to the contrary constitute a waiver by a party of its rights
hereunder. All consents and waivers shall be in writing.
5.08 Successors and Assigns. Subject to the restrictions on transfers set forth
herein, this Agreement shall inure to the benefit of, be binding upon and be
enforceable by and against the parties and their respective successors and
permitted assigns.
5.09 Joint Effort. Preparation of this Agreement has been a joint effort of the
parties and this Agreement shall not be construed more severely against any
party.
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5.10 Expenses. Purchaser and Seller shall pay all of their own expenses,
respectively, including legal and accounting fees, relating to the transactions
contemplated hereby, regardless of whether the transactions contemplated hereby
are consummated.
5.11 Counterparts. This Agreement may be executed in counterparts, each of which
shall constitute an original, but all of which when taken together shall
constitute but one Agreement. It shall not be necessary that any counterpart be
signed by the parties so long as each party shall have executed a counterpart.
IN WITNESS WHEREOF, the parties have hereto set their hands and seals as of
the date first set forth above.
IDM ENVIRONMENTAL CORP.
By: /s/ Xxxx Xxxxxxxx
-------------------------------------------
Xxxx Xxxxxxxx
President
By: /s/ Xxxxx Xxxxx
-------------------------------------------
Xxxxx Xxxxx
Executive Vice President
CAG TECHNOLOGIE MANAGEMENT
CONSULTANTS GREIFSWALD GMBH
By: /s/ Xxxxxxxxx Xxxxxx
-------------------------------------------
Xxxxxxxxx Xxxxxx
President
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