PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (the "Agreement") is made and
entered into as of the 31st day of January, 2003, by and between
the following:
XXXXXXX X. XXXXXXXX, an individual, and XXXXXXXX XXXXX, an
individual, (hereinafter, each being a "Seller" and,
collectively, the "Sellers"); and
PARAMCO FINANCIAL GROUP, INC., a Nevada corporation
(hereinafter "Paramco").
W I T N E S S E T H
WHEREAS, subject to the terms and conditions of this
Agreement, Paramco and Sellers desire for Paramco to purchase
from Sellers and for Sellers to sell to Paramco all of the
outstanding common stock of WOODLANDS S.A. FINANCIAL SERVICES,
INC., a Texas corporation (the "Woodlands Stock" and "Woodlands",
respectively); and
WHEREAS, the Board of Directors of Paramco deems it
desirable and in the best interests of Paramco and its
stockholders that Paramco purchase the Woodlands Stock in
consideration of issuance by Paramco to Sellers an aggregate of
one hundred fifty thousand (150,000) shares of Paramco Series C
Convertible Preferred Stock (the "Paramco Shares"); and
WHEREAS, Sellers deems it desirable and in the best
interests of Sellers that Sellers sell the Woodlands Stock to
Paramco; and
WHEREAS, Paramco and Seller desire to provide for certain
undertakings, conditions, representations, warranties, and
covenants in connection with the transactions contemplated by
this Agreement; and
WHEREAS, Sellers and the Board of Directors of Paramco have
approved and adopted this Agreement, subject to the terms and
conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements herein contained, the parties
hereto do hereby agree as follows:
SECTION 1
DEFINITIONS
1.1 "Agreement", "Woodlands", "Woodlands Stock", "Paramco",
"Paramco Shares", "Seller" and "Sellers", respectively, shall
have the meanings defined in the foregoing preamble and recitals
to this Agreement.
1.2 "Closing Date" shall mean 10:00 a.m., local time,
January 31, 2003, at Denver, Colorado, the date on which the
parties hereto shall close the transactions contemplated herein;
provided that the parties can change the Closing Date and place
of Closing to such other time and place as the parties shall
mutually agree, in writing. As of the Closing Date, all Exhibits
to this Agreement shall be complete and attached to this
Agreement.
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1.3 "1933 Act" shall mean the Securities Act of 1933, as
amended.
1.4 "1934 Act" shall mean the Securities Exchange Act of
1934, as amended.
1.5 "SEC Documents" shall have the meaning defined in
Section 3.5 hereof.
1.6 "Confidential information" shall have the meaning
defined in Section 11.1 hereof.
SECTION 2
AGREEMENT FOR PURCHASE AND SALE OF WOODLANDS STOCK
2.1 Substantive Terms of the Purchase and Sale of Woodlands
Stock.
Sellers shall sell and deliver to Paramco one hundred
percent (100%) of the issued and outstanding capital stock of
Woodlands in a form enabling Paramco, then and there, to become
the record and beneficial owner of said common stock, consisting
of two thousand (2,000) shares, which represent all of the issued
and outstanding capital stock of Woodlands.
2.2 Consideration Paid by Paramco.
(a) Paramco shall deliver to Sellers the Paramco
Shares, as follows: seventy-five thousand (75,000)
shares to be issued in the name of Xxxxxxx X. Xxxxxxxx
and seventy-five thousand (75,000) shares to be issued
in the name of Xxxxxxxx Xxxxx. The Paramco Shares
shall be issued pursuant to an exemption from
registration under the 1933 Act and from registration
under any and all applicable state securities laws and
the certificates representing the Paramco Shares shall
bear the restrictive legend set forth in Rule 144 of
the Rules and Regulations of the 1933 Act and any
appropriate legend required under applicable state
securities laws. The Paramco Shares shall be validly
issued and outstanding, fully paid, and non-assessable.
(b) It is the present intention of Paramco that,
following the Closing Date, Woodlands will operate as a
wholly owned subsidiary of Paramco.
SECTION 3
REPRESENTATIONS AND WARRANTIES OF PARAMCO
Paramco, in order to induce each of Sellers to execute this
Agreement and to consummate the transactions contemplated herein,
represents and warrants to Sellers, as follows:
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3.1 Organization and Qualification. Paramco is a
corporation duly organized, validly existing, and in good
standing under the laws of Nevada, with all requisite power and
authority to own its property and to carry on its business as it
is now being conducted. Paramco is duly qualified as a foreign
corporation and in good standing in each jurisdiction where the
ownership, lease, or operation of property or the conduct of
business requires such qualification, except where the failure to
be in good standing or so qualified would not have a material,
adverse effect on the financial condition or business of Paramco.
3.2 Ownership of Paramco. Paramco is authorized to issue
two classes of stock of up to 50,000,000 common shares, $0.001
par value per share, of which approximately 7,333,678 are
currently issued and outstanding, and of up to 5,000,000
preferred shares, $0.001 par value per share. As of this date,
(a) 131,000 shares of preferred stock have been designated as
Series A Convertible Preferred Stock, all of which shares are
issued and outstanding, (b) 3,750,000 shares of preferred stock
have been designated as Series B Convertible Preferred Stock,
none of which shares are issued and outstanding, and (c) 150,000
shares of preferred stock have been designated as Series C
Convertible Preferred Stock, none of which shares are issued and
outstanding. The remainder 969,000 shares of preferred stock
have not been designated or determined by Paramco. There are no
options, warrants, or other securities exercisable or convertible
into or any calls, commitments, or agreements of any kind
relating to any unissued equity securities of Paramco.
3.3 Authorization and Validity. Paramco has the requisite
power and is duly authorized to execute and deliver and to carry
out the terms of this Agreement. The board of directors and
stockholders of Paramco have taken all action required by law,
its Articles of Incorporation and Bylaws, both as amended, or
otherwise to authorize the execution and delivery of this
Agreement and the consummation of the transactions contemplated
hereby, subject to the satisfaction or waiver of the conditions
precedent set forth in Section 8 of this Agreement. Assuming
this Agreement has been approved by all action necessary on the
part of Sellers, this Agreement is a valid and binding agreement
of Paramco.
3.4 No Defaults. Paramco is not in default under or in
violation of any provision of its Articles of Incorporation or
Bylaws, both as amended. Paramco is not in default under or in
violation of any material provision of any indenture, mortgage,
deed of trust, lease, loan agreement, or other agreement or
instrument to which it is a party or by which it is bound or to
which any of its is subject, if such default would have a
material, adverse effect on the financial condition or business
of Paramco. Paramco is not in violation of any statute, law,
ordinance, order, judgment, rule, regulation, permit, franchise,
or other approval or authorization of any court or governmental
agency or body having jurisdiction over it or any of its
properties which, if enforced, would have a material, adverse
effect on the financial condition or business of Paramco.
Neither the execution and delivery of this Agreement, nor the
consummation of the transactions contemplated herein, will
conflict with or result in a breach of or constitute a default
under any of the foregoing or result in the creation of any lien,
mortgage, pledge, charge, or encumbrance upon any asset of
Paramco and no consents or waivers thereunder are required to be
obtained in connection therewith in order to consummate the
transactions contemplated by this Agreement.
3.5 SEC Documents; Financial Statements. As of the Closing,
Paramco has filed all reports, schedules, forms, statements and
other documents required to be filed by it with the SEC pursuant
to the reporting requirements of the 1934 Act (all of the
foregoing filed prior to the date hereof and all exhibits
included therein and financial statements and schedules thereto
and documents incorporated by reference therein being hereinafter
referred to as the "SEC Documents").
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As of their respective dates, the SEC Documents substantially
complied in all material respects with the requirements of the
1934 Act and the rules and regulations of the SEC promulgated
thereunder applicable to the SEC Documents, and none of the SEC
Documents, at the time they were filed with the SEC, contained
any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances
under which they were made, not misleading. As of their
respective dates, the financial statements of Paramco included in
the SEC Documents substantially complied as to form in all
material respects with applicable accounting requirements and the
published rules and regulations of the SEC with respect thereto.
Such financial statements have been prepared in substantial
accordance with generally accepted accounting principles,
consistently applied, during the periods involved (except (i) as
may be otherwise indicated in such financial statements or the
notes thereto, or (ii) in the case of unaudited interim
statements, to the extent they may exclude footnotes or may be
condensed or summary statements) and fairly present in all
material respects the financial position of Paramco as of the
dates thereof and the results of its operations and cash flows
for the periods then ended (subject, in the case of unaudited
statements, to normal year-end audit adjustments). No other
information provided by or on behalf of Paramco to the Sellers
which is not included in the SEC Documents, including, without
limitation, contains any untrue statement of a material fact or
omits to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which
they are or were made, not misleading. Neither the Company nor
any of its officers, directors, employees or agents has provided
the Sellers with any material, non-public information.
3.6 Absence of Certain Changes. Since the most recent
filing by Paramco with the SEC, there has been no material
adverse change and no material adverse development in the
business, properties, operations, financial condition, results of
operations or prospects of Paramco. Paramco has not taken any
steps, and does not currently expect to take any steps, to seek
protection pursuant to any bankruptcy law nor does Paramco have
any knowledge or reason to believe that its creditors intend to
initiate involuntary bankruptcy proceedings.
3.7 Documents. The copies of all agreements and other
instruments that have been delivered by Paramco to Sellers are
true, correct, and complete copies of such agreements and
instruments and include all amendments thereto.
3.8 Disclosure. The representations and warranties made by
Paramco herein and in any schedule, statement, certificate, or
document furnished or to be furnished by Paramco to Sellers
pursuant to the provisions hereof or in connection with the
transactions contemplated hereby, taken as a whole, do not and
will not as of their respective dates contain any untrue
statements of a material fact, or omit to state a material fact
necessary to make the statements made not misleading.
SECTION 4
REPRESENTATIONS AND WARRANTIES OF SELLERS
Each of Sellers, jointly and severally, in order to induce
Paramco to execute this Agreement and to consummate the
transactions contemplated herein, represents and warrants to
Paramco as follows:
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4.1 Organization and Qualification. Woodlands is a Texas
corporation, duly organized, validly existing, and in good
standing under the laws of the state of Texas with all requisite
power and authority to own its property and assets and to carry
on its business as it is now being conducted. Woodlands is
qualified as a foreign corporation and is in good standing in
each jurisdiction where the ownership, lease, or operation of
property or the conduct of its business requires such
qualification, except where the failure to be in good standing or
so qualified would not have a material, adverse effect on the
financial condition and business of Woodlands.
4.2 Ownership of Woodlands Stock. Woodlands is authorized to
issue one class of stock, of up to five hundred thousand
(500,000) shares of common stock, no par value per share. At the
date hereof, of such authorized shares, two thousand (2,000)
shares of common stock have been validly issued and are
outstanding, fully paid, and non-assessable. All of the shares
of common stock are owned of record and beneficially by either of
Sellers, neither of whom has granted any options, warrants, or
other securities exercisable or convertible into or any calls,
commitments, or agreements of any kind relating to any issued
equity securities of Woodlands. There are no options, warrants,
or other securities exercisable or convertible into or any calls,
commitments, or agreements of any kind relating to any unissued
equity securities of Woodlands by or on behalf of Woodlands.
4.3 Authorization and Validity. Each Seller has the
requisite power and is duly authorized to execute and deliver and
to carry out the terms of this Agreement. Assuming this
Agreement has been approved by all action necessary on the part
of Paramco, this Agreement is a valid and binding agreement of
Sellers.
4.4 Woodlands' Financial Statements.
(a) Woodlands financial statements (as prepared by
Sellers as the management of Woodlands) for the fiscal years
ended December 31, 2000, 2001, and 2002, including, in each
case, any notes thereto for each of the fiscal years then
ended, fairly and accurately present the financial condition
and the results of operations, income, expenses, assets,
liabilities, changes in shareholders' equity, and cash flows
of Woodlands, as of the respective dates thereof, and for
the periods referred to therein, all in accordance with
GAAP, consistent with the past practices of Woodlands
(collectively, "Woodlands' Financial Statements").
(b) Woodlands' Financial Statements are capable of
being examined and reported upon with an unqualified opinion
expressed by an independent public or certified public
accountant and will comply with the requirements and
standards set forth in Regulation S-X, as promulgated and
adopted by the Securities and Exchange Commission.
4.5 Conduct and Transactions of Woodlands. Since
inception, Woodlands has conducted the operations of its business
consistent with past practice and used its best efforts to
maintain and preserve its properties, key employees, and
relationships with customers and suppliers. Without limiting the
foregoing, during such period Woodlands did not:
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(a) Incur any liabilities except to maintain its
facilities and assets in the ordinary course of its
business;
(b) Declare or pay any dividends on any shares of
capital stock or make any other distribution of assets to
the holders thereof;
(c) Issue, reissue, or sell, or issue options or
rights to subscribe to, or enter into any contract or
commitment to issue, reissue, or sell, any shares of capital
stock or acquire or agree to acquire any shares of capital
stock;
(d) Amend its Articles of Incorporation or Bylaws or
merge or consolidate with or into any other corporation or
sell all or substantially all of its assets or change in any
manner the rights of its capital stock or other securities;
(e) Pay or incur any obligation or liability, direct
or contingent, except in the ordinary course of its
business;
(f) Incur any indebtedness for borrowed money, assume,
guarantee, endorse, or otherwise become responsible for
obligations of any other party, or make loans or advances to
any other party except in the ordinary course of its
business;
(g) Increase in any manner the compensation, direct or
indirect, of any of its officers or executive employees,
except as otherwise disclosed in Exhibit 4.5(g), hereto; or
(h) Make any capital expenditures except in the
ordinary course of its business.
4.6 Compensation Due Employees. As of the Closing Date,
Woodlands will not have any outstanding liability for payment of
wages, payroll taxes, vacation pay (whether accrued or
otherwise), salaries, bonuses, pensions, contributions under any
employee benefit plans or other compensation, current or
deferred, under any labor or employment contracts, whether oral
or written, based upon or accruing in respect of those services
of employees of Woodlands that have been performed prior to the
Closing Date, except as specified on Exhibit 4.6 hereto. As of
the Closing Date, Woodlands will not have any unfunded,
contingent or other liability under any defined benefits plan or
any other retirement or retirement-type plan, whether such
plan(s) are to continue or are thereupon terminated, except for
the normal on-going obligations for future contributions under
such plan(s) not related, generally or specifically, to the
termination of such plan(s) or except as specified on Exhibit 4.6
hereto.
4.7 Union Agreements and Employment Agreements. Woodlands
is not a party to any union agreement or any organized labor
dispute. Woodlands has no written or verbal employment
agreements with any of its employees, except as listed in Exhibit
4.7 hereto.
4.8 Contracts and Leases. Except as listed in Exhibit 4.8
hereto, Woodlands is not a party to any written or oral leases,
commitments, or any other agreements. On the Closing Date,
Woodlands has paid or performed in all material respects all
obligations required to be paid or performed by any of them to
such date and will not be in default under any document,
contract, agreement, lease, or other commitment to which any of
them is a party.
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4.9 Insurance. All insurance against losses or damages or
other risks which are in force for the benefit of any of
Woodlands are set forth in Exhibit 4.9 hereto.
4.10 Liabilities. Woodlands has no liabilities, except as
described in Exhibit 4.10 hereto, which liabilities are also set
forth in relevant detail on Woodlands' Financial Statements.
4.11 Proprietary Rights. Woodlands owns or is duly licensed
to use such trademarks and copyrights as are necessary to conduct
its business as presently conducted. The conduct of business by
Woodlands does not, to the best knowledge of Sellers, infringe
upon the trademarks or copyrights of any third party.
4.12 Internal Controls. Since inception,
(a) There have been no transactions except in
accordance with the general or specific authorization of
management of Woodlands;
(b) Woodlands has devised and maintained systems of
internal accounting controls and procedures (the "Internal
Controls") that were designed with the objective of
providing reasonable assurance that (1) Woodlands'
transactions were properly authorized; (2) Woodlands' assets
were safeguarded against unauthorized or improper use; and
(3) Woodlands' transactions were properly recorded and
reported, all (i) to permit the preparation of Woodlands'
financial statements in conformity with generally accepted
accounting principles and (ii) to maintain accountability
for assets and expenses.
(c) Woodlands' chief executive officer and chief
financial officer have evaluated Woodlands' Internal
Controls, which evaluation included a review of the
controls' objectives and design and the controls'
implementation by Woodlands and its management. In the
course of the Internal Controls' evaluation, Woodlands'
management sought to identify data errors, controls
problems, or acts of fraud and to confirm that appropriate
corrective action, including process improvements, were
being undertaken. The Internal Controls were also evaluated
on an ongoing basis by other personnel in Woodlands'
organization. Among other matters, Woodlands has sought to
determine whether there were any "significant deficiencies"
or "material weaknesses" in the Internal Controls, or
whether Woodlands had identified any acts of fraud involving
personnel who had a significant role in the Internal
Controls. For purposes of this subsection, "significant
deficiencies" means "reportable conditions" (control issues
that could have a significant adverse effect on the ability
to record, process, summarize and report financial data in
the financial statements) and "material weakness" means a
particularly serious reportable condition where the Internal
Controls do not reduce to a relatively low level the risk
that misstatements caused by error or fraud may occur in
amounts that would be material in relation to Woodlands'
Financial Statements and not be detected within a timely
period by employees in the normal course of performing their
assigned functions. Woodlands has also sought to deal with
other Internal Controls matters in the evaluation thereof,
and, in each case if a problem were identified, Woodlands
considered what revision, improvement and/or correction to
make in accord with its on-going procedures.
4.13 Contracts and Agreements. Woodlands is not a party to
any material contracts or agreements in respect of the operation
of its business, except as listed in Exhibit 4.13 hereto.
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4.14 Minute Books. The minute books of Woodlands contains
true, complete, and accurate records of all meetings and other
corporate actions of its shareholders and Board of Directors, and
true and accurate copies thereof have been delivered to counsel
for Paramco prior to the Closing Date. The signatures appearing
on all documents contained therein are the true signatures of the
persons purporting to have signed the same.
4.15 Litigation. Except as set forth in Exhibit 4.15, there
are no actions, suits, proceedings, orders, investigations, or
claims (whether or not purportedly on behalf of Woodlands)
pending against or affecting Woodlands at law or in equity or
before or by any federal, state, municipal, or other governmental
department, commission, board, agency, or instrumentality,
domestic or foreign, nor has any such action, suit, proceeding,
or investigation been pending or threatened in writing during the
12-month period preceding the date hereof, which, if adversely
determined, would materially and adversely affect the financial
condition of Woodlands which seeks to prohibit, restrict, or
delay the consummation of the stock sale contemplated hereby.
Woodlands is not operating under or subject to, or in default
with respect to, any order, writ, injunction, or decree of any
court or federal, state, municipal, or other governmental
department, commission, board, agency, or instrumentality.
4.16 Taxes. At the Closing Date, all tax returns required
to be filed with respect to the operations or assets of Woodlands
prior to Closing Date have been correctly prepared in all
material respects and timely filed, and all taxes required to be
paid in respect of the periods covered by such returns have been
paid in full or adequate reserves have been established for the
payment of such taxes. Except as set forth in Exhibit 4.16, as
of the Closing Date, Woodlands has not requested any extension of
time within which to file any tax returns, and all known
deficiencies for any tax, assessment, or governmental charge or
duty shall have been paid in full or adequate reserves have been
established for the payment of such taxes. Woodlands' tax
returns are true and complete in all material respects. No
audits by federal or state authorities are currently pending or
threatened.
4.17 No Defaults. Woodlands is not in default under or in
violation of any provision of its Articles of Incorporation or
Bylaws. Woodlands is not in default under or in violation of any
material provision of any indenture, mortgage, deed of trust,
lease, loan agreement, or other agreement or instrument to which
it is a party or by which it is bound or to which any of its
assets are subject, if such default would have a material,
adverse effect on the financial condition or business of
Woodlands. Woodlands is not in violation of any statute, law,
ordinance, order, judgment, rule, regulation, permit, franchise,
or other approval or authorization of any court or governmental
agency or body having jurisdiction over it or any of its
properties which, if enforced, would have a material, adverse
effect on the financial condition or business of Woodlands.
Neither the execution and delivery of this Agreement, nor the
consummation of the transactions contemplated herein, will
conflict with or result in a breach of or constitute a default
under any of the foregoing or result in the creation of any lien,
mortgage, pledge, charge, or encumbrance upon any asset of
Woodlands and no consents or waivers thereunder are required to
be obtained in connection therewith in order to consummate the
transactions contemplated by this Agreement.
4.18 Documents. The copies of all agreements and other
instruments that have been delivered by Sellers to Paramco are
true, correct, and complete copies of such agreements and
instruments and include all amendments thereto.
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4.19 Disclosure. The representations and warranties made by
Sellers herein and in any schedule, statement, certificate, or
document furnished or to be furnished by Woodlands and/or either
of Sellers to Paramco pursuant to the provisions hereof or in
connection with the transactions contemplated hereby taken as a
whole do not and will not as of their respective dates contain
any untrue statements of a material fact, or omit to state a
material fact necessary to make the statements made not
misleading.
SECTION 5
INVESTIGATION; PRESS RELEASE
5.1 Investigation.
(a) Paramco acknowledges that it has made an
investigation of Woodlands to confirm, among other things,
the assets, liabilities, and status of business of Woodlands
and the cash position, accounts receivable, liabilities, and
mortgages in process. In the event of termination of this
Agreement, Paramco will deliver to Sellers all documents,
work papers, and other materials and all copies thereof
obtained by Paramco, or on its behalf, from Woodlands or
Sellers, whether obtained before or after the execution
hereof, will not use, directly or indirectly, any
confidential information obtained from Woodlands or Sellers
hereunder or in connection herewith, and will keep all such
information confidential and not used in any way detrimental
to Woodlands or Sellers except to the extent the same is
publicly disclosed by Woodlands or Sellers.
(b) Each of Sellers acknowledges that he has made an
investigation of Paramco, which has included, among other
things, the opportunity of discussions with executive
officers of Paramco, and its accountants, investment
bankers, and counsel. In the event of termination of this
Agreement, Sellers will deliver to Paramco all documents,
work papers, and other materials and all copies thereof
obtained by either of them, or on behalf of either of them,
from Paramco, whether obtained before or after the execution
hereof and will not use, directly or indirectly, any
confidential information obtained from Paramco hereunder or
in connection herewith, and will keep all such information
confidential and not used in any way detrimental to Paramco,
except to the extent the same is publicly disclosed by
Paramco.
(c) Except in the event that any party hereto discovers in the
course of its respective investigation any breach of a
representation or warranty by the other party hereto and does not
disclose it to such other party prior to the Closing Date, no
investigation pursuant to this Section 5.1 shall affect or be
deemed to modify any representation or warranty made by any party
hereto.
5.2 Press Release. Paramco and Sellers shall agree with
each other as to the form and substance of any press releases and
the filing of any documents with any federal or state agency
related to this Agreement and the transactions contemplated
hereby and shall consult with each other as to the form and
substance of other public disclosures related thereto; provided,
however, that nothing contained herein shall prohibit either
party from making any disclosure that its counsel deems
necessary.
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SECTION 6
BROKERAGE
6.1 Brokers and Finders. Except as set forth in Exhibit
6.1, neither Paramco nor Sellers, or any of their respective
officers, directors, employees, or agents, has employed any
broker, finder, or financial advisor or incurred any liability
for any fee or commissions in connection with initiating the
transactions contemplated herein. Each party hereto agrees to
indemnify and hold the other party harmless against or in respect
of any commissions, finder's fees, or brokerage fees incurred or
alleged to have been incurred with respect to initiating the
transactions contemplated herein as a result of any action of the
indemnifying party.
SECTION 7
CLOSING AGREEMENTS AND POST-CLOSING
7.1 Closing Agreements. On the Closing Date, the following
activities shall occur, the following agreements shall be
executed and delivered, and the respective parties thereto shall
have performed all acts that are required by the terms of such
activities and agreements to have been performed simultaneously
with the execution and delivery thereof as of the Closing Date:
(a) Sellers shall have executed and delivered
documents to Paramco sufficient then and there to transfer
record and beneficial ownership to Paramco of the Woodlands
Stock, consisting of an aggregate of 2,000 shares of common
stock of Woodlands;
(b) Paramco shall have delivered to Sellers the Paramco Shares,
consisting of one hundred fifty thousand (150,000) shares of
Paramco's Series C Convertible Preferred Stock, as follows:
seventy-five thousand (75,000) shares in the name of Xxxxxxx X.
Xxxxxxxx and seventy-five thousand (75,000) shares in the name of
Xxxxxxxx Xxxxx.
SECTION 8
CONDITIONS PRECEDENT TO PARAMCO'S OBLIGATIONS TO CLOSE
The obligations of Paramco to consummate this Agreement are
subject to satisfaction on or prior to the Closing Date of the
following conditions:
8.1 Representations and Warranties. The representations
and warranties of Sellers contained in this Agreement shall be
true and correct in all material respects on and as of the
Closing Date, and Sellers shall have performed in all material
respects all of his obligations hereunder theretofore to be
performed.
8.2 Other. The joint conditions precedent in Section 10
hereof shall have been satisfied and all documents required for
Closing shall be acceptable to Counsel for Paramco.
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SECTION 9
CONDITIONS PRECEDENT TO SELLERS' OBLIGATIONS TO CLOSE
The obligation of Sellers to consummate this Agreement is
subject to the satisfaction on or prior to the Closing Date of
the following conditions:
9.1 Representations and Warranties. The representations
and warranties of Paramco contained in this Agreement shall be
true and correct in all material respects on and as of the
Closing Date, and Paramco shall have performed in all material
respects all of its obligations hereunder theretofore to be
performed.
9.2 Other. The joint conditions precedent in Section 10
hereof shall have been satisfied.
SECTION 10
JOINT CONDITIONS PRECEDENT
The obligations of Paramco and Sellers to consummate this
Agreement shall be subject to satisfaction or waiver in writing
by all parties of each and all of the following additional
conditions precedent at or prior to the Closing Date:
10.1 Other Agreements. All of the agreements contemplated
by Section 7.1 of this Agreement shall have been executed and
delivered, and all acts required to be performed thereunder as of
the Closing Date shall have been duly performed, including,
without limitation, completion of all exhibits to this Agreement.
10.2 Absence of Litigation. At the Closing Date, there
shall be no action, suit, or proceeding pending or threatened
against any of the parties hereto by any person, governmental
agency, or subdivision thereof, nor shall there be pending or
threatened any action in any court or administrative tribunal,
which would have the effect of inhibiting the consummation of the
transactions contemplated herein.
SECTION 11
CONFIDENTIALITY
11.1 Paramco acknowledges that its principals have, and
will, acquire information and materials from Sellers and/or
Woodlands and knowledge about the technology, business, products,
strategies, customers, clients and suppliers of Woodlands and
that all such information, materials and knowledge acquired, are
and will be trade secrets and confidential and proprietary
information of Woodlands (collectively, such acquired
information, materials, and knowledge are the "Confidential
Information"). Paramco, itself, and behalf of its principals,
covenants to hold such Confidential Information in strict
confidence, not to disclose it to others or use it in any way,
commercially or otherwise, except in connection with the
transactions contemplated by this Agreement and not to allow any
unauthorized person access to such Confidential Information.
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11.2 The Confidential Information disclosed by the Sellers
and/or Woodlands to Paramco shall remain the property of the
disclosing party.
11.3 Paramco, and its principals, shall maintain in secrecy
all Confidential Information disclosed to them by Sellers and/or
Woodlands using not less than reasonable care. Paramco, and its
principals, shall not use or disclose in any manner to any third
party any Confidential Information without the express written
consent of the Seller unless or until the Confidential
Information is:
(a) publicly available or otherwise in the public
domain; or
(b) rightfully obtained by any third party without
restriction; or
(c) disclosed by Sellers and/or Woodlands without
restriction pursuant to judicial action, or government
regulations or other requirements.
11.4 The obligations of Paramco under Sections 11.1, 11.2,
and 11.3 of this Agreement shall expire upon the sooner of the
Closing or one year from the date hereof as to Confidential
Information consisting of commercial and financial information
and two years from the date hereof as to Confidential Information
consisting of technical information. For this purpose, technical
information shall include without limitation all developments,
inventions, innovations, designs, discoveries, trade secrets and
know-how, whether or not patentable or copyrightable.
SECTION 12
TERMINATION AND WAIVER
12.1 Termination. This Agreement may be terminated and
abandoned on the Closing Date by:
(a) the mutual consent in writing of the parties
hereto;
(b) Paramco, if the conditions precedent in Sections 8
and 10 of this Agreement have not been satisfied or waived
by the Closing Date; and
(c) Sellers, if the conditions precedent in Sections 9 and 10 of
this Agreement have not been satisfied or waived by the Closing
Date.
If this Agreement is terminated pursuant to Section 12.1, the
parties hereto shall not have any further obligations under this
Agreement, and each party shall bear all costs and expenses
incurred by it.
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SECTION 13
NATURE AND SURVIVAL OF REPRESENTATIONS, ETC.
13.1 All statements contained in any certificate or other
instrument delivered by or on behalf of Paramco or Sellers
pursuant to this Agreement or in connection with the transactions
contemplated hereby shall be deemed representations and
warranties by such party. All representations and warranties and
agreements made by Paramco or Sellers in this Agreement or
pursuant hereto shall survive the Closing Date hereunder until
the expiration of the 12th month following the Closing Date.
SECTION 14
MISCELLANEOUS
14.1 Notices. Any notices or other communications required
or permitted hereunder shall be sufficiently given if written and
delivered in person or sent by registered mail, postage prepaid,
addressed as follows:
to Sellers: Xxxxxxx X. Xxxxxxxx
Xxxxxxxx Xxxxx
0000 X.X. Xxxx 000
Xxxxx 000
Xxx Xxxxxxx, Xxxxx 00000
to Paramco: Paramco Financial Group, Inc.
Attn: Xxxxxxx X. Xxxxx
0000 Xx. Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
copy to: Xxxxx Xxxx LLP
(which shall not Attn: Xxxxxxx X. Xxxx, Esq.
constitute notice) 0000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
or such other address as shall be furnished in writing by the
appropriate person, and any such notice or communication shall be
deemed to have been given as of the date so mailed.
14.2 Time of the Essence. Time shall be of the essence of
this Agreement.
14.3 Costs. Each party will bear the costs and expenses
incurred by it in connection with this Agreement and the
transactions contemplated hereby.
14.4 Cancellation of Agreement. In the event that this
Agreement is canceled by mutual agreement of the parties or by
failures of any of the conditions precedent set forth in
Paragraphs 8, 9, and 10, neither Sellers nor Paramco shall be
entitled to any damages, fees, costs, or other consideration.
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14.5 Entire Agreement and Amendment. This Agreement and
documents delivered at the Closing Date hereunder contain the
entire agreement between the parties hereto with respect to the
transactions contemplated by this Agreement and supersedes all
other agreements, written or oral, with respect thereto. This
Agreement may be amended or modified in whole or in part, and any
rights hereunder may be waived, only by an agreement in writing,
duly and validly executed in the same manner as this Agreement or
by the party against whom the waiver would be asserted. The
waiver of any right hereunder shall be effective only with
respect to the matter specifically waived and shall not act as a
continuing waiver unless it so states by its terms.
14.6 Counterparts. This Agreement may be executed in one or
more counterparts each of which shall be deemed to constitute an
original and shall become effective when one or more counterparts
have been signed by each party hereto and delivered to the other
party.
14.7 Governing Law. This Agreement shall be governed by,
and construed and interpreted in accordance with, the laws of the
State of Colorado.
14.8 Attorneys' Fees and Costs. In the event any party to
this Agreement shall be required to initiate legal proceedings to
enforce performance of any term or condition of this Agreement,
including, but not limited to, the interpretation of any term or
provision hereof, the payment of moneys or the enjoining of any
action prohibited hereunder, the prevailing party shall be
entitled to recover such sums, in addition to any other damages
or compensation received, as will reimburse the prevailing party
for reasonable attorneys' fees and court costs incurred on
account thereof (including, without limitation, the costs of any
appeal) notwithstanding the nature of the claim or cause of
action asserted by the prevailing party.
14.9 Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the parties hereto and their
respective heirs, executors, personal representatives,
successors, and assigns, as the case may be.
14.10 Access to Counsel. Each party hereto acknowledges
that each has had access to legal counsel of her or its own
choice and has obtained such advice therefrom, if any, as such
party has deemed necessary and sufficient prior to the execution
hereof. Each party hereto acknowledges that the drafting of this
Agreement has been a joint effort and any ambiguities or
interpretative issues that may arise from and after the execution
hereof shall not be decided in favor or, or against, any party
hereto because the language reflecting any such ambiguities or
issues may have been drafted by any specific party or her or its
counsel.
14.11 Captions. The captions appearing in this
Agreement are inserted for convenience of reference only and
shall not affect the interpretation of this Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
PARAMCO FINANCIAL GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------
XXXXXXX X. XXXXX
President
/s/ Xxxxxxx X. Xxxxxxxx
--------------------------
XXXXXXX X. XXXXXXXX
/s/ Xxxxxxxx Xxxxx
--------------------
XXXXXXXX XXXXX
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