EXHIBIT 10.1
ADVISORY AGREEMENT
THIS ADVISORY AGREEMENT ("Agreement") is made effective the 1st day of July
1999, by and between NuVen Advisors, Limited Partnership, a Nevada Limited
Partnership ("Advisor") and NuOasis Xxxxxxxx Inc., a Utah corporation (the
"Company").
WHEREAS, Advisor and Advisor's Personnel (as defined below) have experience
in evaluating and effecting mergers and acquisitions, supervising corporate
management, and in performing general administrative duties for publicly-held
companies and development stage investment ventures; and
WHEREAS, the Company desires to retain Advisor to advise and assist the
Company in its development on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and Advisor
agree as follows:
1. Engagement
The Company hereby retains Advisor, effective the date hereof and
continuing until termination, as provided herein, to assist the Company
in its effecting the purchase of businesses and assets relative to its
business and growth strategy (the "Services"). The Services are to be
provided on a "best efforts" basis directly and through Advisor's
officers or others employed or retained and under the direction of
Advisor ("Advisor's Personnel"); provided, however, that the Services
shall expressly exclude capital raising activities of any nature and
all legal advice, accounting services or other services which require
licenses or certification which Advisor may not have.
2. Term
This Agreement shall have an initial term of five (5) years
(the "Primary Term") from the effective date of July 1, 1999. At the
conclusion of the Primary Term this Agreement will automatically be
extended on an annual basis (the "Extension Period") unless Advisor or
the Company shall serve written notice on the other party terminating
the Agreement. Any notice to terminate given hereunder shall be in
writing and shall be delivered at least thirty (30) days prior to the
end of the Primary Term or any subsequent Extension Period.
3. Time and Effort of Advisor
Advisor shall allocate time and Advisors Personnel as it deems
necessary to provide the Services. The particular amount of time may
vary from day to day or week to week. Except as otherwise agreed,
Advisor's monthly statement identifying, in general, tasks performed
for the Company shall be conclusive evidence that the Services have
been performed. Additionally, in the absence of willful misfeasance,
bad faith, negligence or reckless disregard for the obligations or
duties hereunder by Advisor, neither Advisor nor Advisor's Personnel
shall be liable to the Company or any of its shareholders for any act
or omission in the course of or connected with rendering the Services,
including but not limited to losses that may be sustained in any
corporate act in any subsequent Business Opportunity (as defined
herein) undertaken by the Company as a result of advice provided by
Advisor or Advisor's Personnel.
4. Compensation
The Company agrees to pay Advisor a fee for the services provided by
Advisor pursuant to this Agreement, as follows:
A. Advisory Fee: The Company shall pay Advisor a monthly fee
("Advisory Fee") equal to Three Thousand Five Hundred Dollars
($3,500), payable monthly in advance, in cash or shares of the
Company's common stock, at the Company's election, with such
shares to be registered as set forth herein;
B. Merger Fee: As to Services provided by Advisor related to the
introduction of Business Opportunities which results in a Merger
Transaction or which the Company acquires or otherwise obtain an
equity interest or interest as a creditor, the Company agrees to
pay Advisor a transaction fee (the "Merger Fee"). The Merger Fee
shall be equal to ten percent (10%) of the asset value or
investment made in the Company (including assumed debt) in such
Business Opportunity as a result of Advisor's introduction or
efforts. One third (1/3) of the Merger Fee shall be due and
payable upon completion of the definitive agreements related to
each transaction, and the balance shall be issued upon closing;
C. Transaction Fee: As to Services provided by Advisor related to the
sale of the Company's assets, the Company agrees to pay Advisor a
fee ("Transaction Fee") equal to five percent (5%) of the net
proceeds received by the Company.
As additional incentive to execute this Agreement, the Company hereby
grants to Advisor an option to purchase Five Hundred Thousand (500,000)
shares of its common stock (the "Option"), exercisable at a price per
share of fifty cents ($.50) per share, which represents more than one
hundred ten percent (110%) of the fully diluted net book value of such
shares as of the date of the Company's last quarterly financial
statement. The Option shall be evidenced by an Option Agreement in
form and substance, with a stated exercise price, as that attached
hereto as Exhibit "B" and incorporated herein by reference. The right
of Advisor to exercise the Option will vest to Advisor upon execution
hereof.
5. Other Services
If the Company subsequent to the date hereof enters into a merger or
purchases the assets or enters into a joint venture with, or makes an
investment in a company (a "Business Opportunity") introduced by
Advisor, the Company agrees to pay Advisor a fee equal to five percent
(5%) of the value of each Business Opportunity introduced by Advisor
(collectively referred to herein, in each instance, as the "Transaction
Fee"), which shall be payable upon the closing date each such
transaction in cash or in shares of the Company's common stock on the
same basis as the Fee Shares.
The Company and Advisor acknowledge that in the event Advisor, as a
result of this Agreement, receives shares of the Company's common stock
it may be considered an affiliate subject to Section 16(b) of the
Securities Exchange Act of 1934 (the "'34 Act"). In this regard the
Company and Advisor agree, that for purposes of any "profit"
computation under Section 16(b) of the '34 Act, the price paid for such
shares is equal to the Advisory Fee or the Transaction Fee, as the case
may be.
6. Registration of Shares
No later than ten (10) days following the date hereof as to the Fee
Shares, the Advisory Fee (if paid in shares), the Option Shares and, as
to an event giving use to the obligation by the Company to pay
a Transaction Fee, the shares comprising the Transaction Fee shall be
registered by the Company with the Securities and Exchange Commission
under a Form S-8 or other applicable registration statement, and the
Company shall cause such registration statement to remain effective at
all times while Advisor holds such shares. At Advisor's election, such
shares may be issued prior to registration in reliance on exemptions
from registration provided by Section 4(2) of the Securities
Act of 1933 (the "'33 Act"), Regulation D of the '33 Act, and
applicable state securities laws. Such issuance or reservation of
shares shall be in reliance on representations and warranties of
Advisor set forth herein. Failing to register such shares, or maintain
the effectiveness of the applicable
registration statement, the Company shall satisfy any Advisory Fee,
Transaction Fee or Advisory Fee in cash within ten (10) days of receipt
of Advisor's statement setting out the amount and type of fee then due
and payable.
7. Costs and Expenses
All third party and out-of-pocket expenses incurred by Advisor in the
performance of the Services shall be paid by the Company, or Advisor
shall be reimbursed if paid by Advisor on behalf of the Company, within
ten (10) days of receipt of written notice by Advisor, provided that
the Company must approve in advance all such expenses in excess of $500
per month.
8. Place of Services
The Services provided by Advisor or Advisor's Personnel hereunder will
be performed at Advisor's offices except as otherwise mutually agreed
by Advisor and the Company.
9. Independent Contractor
Advisor and Advisor's Personnel will act as an independent contractor
in the performance of its duties under this Agreement. Accordingly,
Advisor will be responsible for payment of all federal, state, and
local taxes on compensation paid under this Agreement, including income
and social security taxes, unemployment insurance, and any other taxes
due relative to Advisor's Personnel, and any and all business license
fees as may be required. This Agreement neither expressly nor
impliedly creates a relationship of principal and agent, or employee
and employer, between Advisor's Personnel and the Company. Neither
Advisor nor Advisor's Personnel are authorized to enter into any
agreements on behalf of the Company. The Company expressly retains the
right to approve, in its sole discretion, each Business Opportunity
introduced by Advisor, and to make all final decisions with respect to
effecting a transaction on any Business Opportunity.
10. Rejected Business Opportunity
If, during the Primary Term of this Agreement or any Extension Period,
the Company elects not to proceed to acquire, participate or invest in
any Business Opportunity identified and/or selected by Advisor,
notwithstanding the time and expense the Company may have incurred
reviewing such transaction, such Business Opportunity shall re-vest
back to and become proprietary to Advisor, and Advisor shall be
entitled to acquire or broker the sale or investment in such rejected
Business Opportunity for its own account, or submit such assets or
Business Opportunity elsewhere. In such event, Advisor shall be
entitled to any and all profits or fees resulting from Advisor's
purchase, referral or placement of any such rejected Business
Opportunity, or the Company's subsequent purchase or financing with
such Business Opportunity in circumvention of Advisor.
11. No Agency Express or Implied
This Agreement neither expressly nor impliedly creates a relationship
of principal and agent between the Company and Advisor, or employee and
employer as between Advisor's Personnel and the Company.
12. Termination
The Company and Advisor may terminate this Agreement prior to the
expiration of the Primary Term upon thirty (30) days written notice
with mutual written consent. Failing to have mutual consent, without
prejudice to any other remedy to which the terminating party may be
entitled, if any, either party may terminate this Agreement with thirty
(30) days written notice under the following conditions:
(A) By the Company.
(i) If during the Primary Term of this Agreement or any
Extension Period, Advisor is unable to provide the Services
as set forth herein for thirty (30) consecutive business
days because of illness, accident, or other incapacity of
Advisor's Personnel; or,
(ii) If Advisor willfully breaches or neglects the duties
required to be performed hereunder; or,
(B) By Advisor.
(i) If the Company breaches this Agreement or fails to make any
payments or provide information required hereunder; or,
(ii) If the Company ceases business or, other than in the
Initial Merger, sells a controlling interest to a third
party, or agrees to a consolidation or merger of itself
with or into another corporation, or enters into such a
transaction outside of the scope of this Agreement, or
sells substantially all of its assets to another
corporation, entity or individual outside of the scope of
this Agreement; or,
(iii) If the Company has a receiver appointed for its business or
assets, or otherwise becomes insolvent or unable to timely
satisfy its obligations in the ordinary course of business,
including but not limited to the obligation to pay the
Advisory Fee, the Transaction Fee, or the Advisory Fee; or,
(iv) If the Company institutes, makes a general assignment for
the benefit of creditors, has instituted against it any
bankruptcy proceeding for reorganization for rearrangement
of its financial affairs, files a petition in a court of
bankruptcy, or is adjudicated a bankrupt; or,
(v) If any of the disclosures made herein or subsequent hereto
by the Company to Advisor are determined to be materially
false or misleading.
In the event Advisor elects to terminate without cause or this
Agreement is terminated prior to the expiration of the Primary Term or
any Extension Period by mutual written agreement, or by the Company for
the reasons set forth in A(i) and (ii) above, the Company shall only be
responsible to pay Advisor for unreimbursed expenses, Advisory Fee and
Transaction Fee accrued up to and including the effective date of
termination. If this Agreement is terminated by the Company for any
other reason, or by Advisor for reasons set forth in B(i) through
(v) above, Advisor shall be entitled to any outstanding unpaid portion
of reimbursable expenses, Transaction Fee, if any, and the balance of
the Advisory Fee for the remainder of the unexpired portion of the
applicable term (Primary Term or Extension Period) of the Agreement.
13. Indemnification
Subject to the provisions herein, the Company and Advisor agree to
indemnify, defend and hold each other harmless from and against all
demands, claims, actions, losses, damages, liabilities, costs and
expenses, including without limitation, interest, penalties and
attorneys' fees and expenses asserted against or imposed or incurred by
either party by reason of or resulting from any action or a breach of
any representation, warranty, covenant, condition, or agreement of the
other party to this Agreement. In addition, the Company agrees to
indemnify Advisor, its officers, directors and general partner for
expenses and the payment of profits arising from the purchase and sale
by Advisor of securities in violation of Section 16(b) of the
Securities Exchange Act of 1934, as amended, or any similar successor
statute.
14. Remedies
Advisor and the Company acknowledge that in the event of a breach of
this Agreement by either party, money damages would be inadequate and
the non-breaching party would have no adequate remedy at law.
Accordingly, in the event of any controversy concerning the rights or
obligations under this Agreement, such rights or obligations shall be
enforceable in a court of equity by a decree of specific performance.
Such remedy, however, shall be cumulative and non-exclusive and shall
be in addition to any other remedy to which the parties may be
entitled.
15. Miscellaneous
(A) Subsequent Events. Advisor and the Company each agree to notify
the other party if, subsequent to the date of this Agreement,
either party incurs obligations which could compromise its efforts
and obligations under this Agreement.
(B) Amendment. This Agreement may be amended or modified at any time
and in any manner only by an instrument in writing executed by the
parties hereto.
(C) Further Actions and Assurances. At any time and from time to
time, each party agrees, at its or their expense, to take actions
and to execute and deliver documents as may be reasonably
necessary to effectuate the purposes of this Agreement.
(D) Waiver. Any failure of any party to this Agreement to comply with
any of its obligations, agreements, or conditions hereunder may be
waived in writing by the party to whom such compliance is owed.
The failure of any party to this Agreement to enforce at any time
any of the provisions of this Agreement shall in no way be
construed to be a waiver of any such provision or a waiver of the
right of such party thereafter to enforce each and every such
provision. No waiver of any breach of or non-compliance with this
Agreement shall be held to be a waiver of any other or subsequent
breach or non-compliance.
(E) Assignment. Neither this Agreement nor any right created by it
shall be assignable by either party without the prior written
consent of the other.
(F) Notices. Any notice or other communication required or permitted
by this Agreement must be in writing and shall be deemed to be
properly given when delivered in person to an officer of the other
party, when deposited in the United States mails for transmittal
by certified or registered mail, postage prepaid, or when
deposited with a public telegraph company for transmittal, or when
sent by facsimile transmission charges prepared, provided that the
communication is addressed:
(i) In the case of the Company:
NuOasis Xxxxxxxx Inc.
0000 XxxXxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
(ii) In the case of Advisor:
NuVen Advisors, Limited Partnership
0000 Xx. Xxxxxxx, Xxxxx 00-000
Xxx Xxxxx, Xxxxxx 00000
Telephone: (000) 000-0000
Telefax: (000) 000-0000
With copy to:
Xxxxxxx X. Xxxx
Weed & Co. L.P.
0000 XxxXxxxxx Xxxxx, Xxxxx #000
Xxxxxxx Xxxxx, XX 00000
Telephone: (000) 000-0000
Telefax: (000) 000-0000
or to such other person or address designated in writing by the
Company or Advisor to receive notice.
(G) Headings. The section and subsection headings in this Agreement
are inserted for convenience only and shall not affect in any way
the meaning or interpretation of this Agreement.
(H) Governing Law. This Agreement was negotiated and is being
contracted for in the state of Nevada and shall be governed by the
laws of the state of Nevada, notwithstanding any conflict-of-law
provision to the contrary.
(I) Binding Effect. This Agreement shall be binding upon the parties
hereto and inure to the benefit of the parties, their respective
heirs, administrators, executors, successors, and assigns.
(J) Entire Agreement. This Agreement contains the entire agreement
between the parties hereto and supersedes and renders null and
void any and all prior agreements, arrangements, or understandings
between the parties relating to the subject matter of this
Agreement including but not limited to the Advisory and Management
Agreement dated October 1, 1997 and January 1, 1998. No oral
understandings, statements, promises, or inducements contrary to
the terms of this Agreement exist. No representations,
warranties, covenants, or conditions, express or implied, other
than as set forth herein, have been made by any party.
(K) Severability. If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement shall remain in full
force and effect.
(L) Counterparts. A facsimile, telecopy, or other reproduction of
this Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument, by
one or more parties hereto and such executed copy may be delivered
by facsimile of similar instantaneous electronic transmission
device pursuant to which the signature of or on behalf of such
party can be seen. In this event, such execution and delivery
shall be considered valid, binding and effective for all purposes.
At the request of any party hereto, all parties agree to execute
an original of this Agreement as well as any facsimile, telecopy
or other reproduction hereof.
(M) Time is of the Essence. Time is of the essence of this Agreement
and of each and every provision hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement on
the date above written.
"Advisor"
NuVen Advisors, Limited Partnership
a Nevada Limited Partnership
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: General Partner
The "Company"
NuOasis Laughlin Inc.
a Nevada corporation
By: /s/ Xxx X. Xxxxxx
Name: Xxx X. Xxxxxx
Title: Director
EXHIBIT "A"
to the
Advisory Agreement
dated July 1, 1999
THE OPTION
OPTION AGREEMENT
THIS OPTION AGREEMENT ("Agreement") is entered into effective the 1st
day of July 1999, by and between Xxxx X. Xxxx, individually and on behalf of
NuVen Advisor Limited Partnership, a Nevada Limited Partnership (collectively
"NuVen"), and NuOasis Laughlin, a Nevada corporation (the "Company").
WHEREAS, the Company has agreed to issue to NuVen the option to
purchase shares of the Company's common stock (the "Common Stock") to induce
NuVen to execute the Advisory Agreement of even date between the Company and
NuVen, such agreement incorporated herein by reference (the "Advisory
Agreement").
NOW, THEREFORE, for and in consideration of the mutual promises herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and subject to the terms and conditions set forth
below, NuVen and the Company agree as follows:
1. The Option
The Company hereby grants to NuVen the option to acquire Five Hundred
Thousand (500,000) shares of the Company's Common Stock (the "Option"),
subject to adjustment as set forth herein (such shares, as adjusted, are
hereinafter referred to as the "Option Shares"), at a purchase price of
Fifty Cents ($.50) per share ("Option Price").
2. Term and Exercise of Option
A. Term of Option. Subject to the terms of this Agreement, Holder shall
have the right to exercise the Option in whole or in part, commencing
the date hereof through the close of business on July 1, 2004.
B. Exercise of the Option. The Option may be exercised upon written
notice to the Company at its principal office setting out the number
of Option Shares to be purchased, together with payment of the Option
Price
C. Issuance of Option Shares. Upon such notice of exercise and payment
of the Option Price, the Company shall issue and cause to be delivered
within five (5) business days following the written order of Holder,
or its successor as provided for herein, and in such name or names as
the Holder may designate, a certificate or certificates for the number
of Option Shares so purchased. The rights of purchase represented by
the Option shall be exercisable, at the election of the Holder
thereof, either in full or from time to time in part, and in the event
the Option is exercised in respect of less than all of the Option
Shares purchasable on such exercise at any time prior to the date of
expiration hereof, the remaining Option Shares shall continue to be
subject to adjustment as set forth in paragraph 4 hereof. The Company
irrevocably agrees to reconstitute the Option Shares as provided
herein.
3. Reservation of Option Shares
The Company shall at all times keep reserved and available, out of its
authorized Common Stock, such number of shares of Common Stock
sufficient to provide for the exercise of the Option represented by
this Agreement. The transfer agent for the Company's Common Stock and
any successor transfer agent for any shares of the Company's capital
stock issuable upon the exercise of any of such Option rights, will be
irrevocably authorized and directed at all times by the Company in
writing to reserve such number of shares. The Company will cause a
copy of this Agreement to be kept on file with the Company's current
transfer agent or its successors.
4. Adjustment of Option Shares
The number of Option Shares purchasable pursuant to this Agreement shall be
subject to adjustment from time to time upon the occurrence of certain
events, as follows:
A. Adjustment for Recapitalization. In the event the Company shall
(a) subdivide its outstanding shares of Common Stock, or (b) issue
or convert by a reclassification or recapitalization of its shares of
Common Stock into, for, or with other securities
(a "Recapitalization"), the number of Option Shares purchasable
hereunder immediately following such Recapitalization shall be
adjusted so that the Holder shall be entitled to receive the kind and
number of Option Shares or other securities of the Company measured as
a percentage of the total issued and outstanding shares of the
Company's Common Stock as of the date hereof, which it would have been
entitled to receive immediately preceding such Recapitalization, had
such Option been exercised immediately prior to the happening of such
event or any record date with respect thereto; provided however that,
in the event of any change in the Company's Common Stock by reason of
a reverse stock split, neither the number nor the Option Price of the
shares subject to this Option shall be changed or be adjusted.
B. Preservation of Purchase Rights Under Consolidation. Subject to
paragraph 4 above, in case of any Recapitalization or any other
consolidation of the Company with or merger of the Company into
another corporation, or in case of any sale or conveyance to another
corporation of the property of the Company as an entirety or
substantially as an entirety, the Company shall prior to the closing
of such transaction, cause such successor or purchasing corporation,
as the case may be, to acknowledge and accept responsibility for the
Company's obligations hereunder and to grant the Holder the right
thereafter upon payment of the Option Price to purchase the kind and
amount of shares and other securities and property which he would have
owned or have been entitled to receive after the happening of such
consolidation, merger, sale or conveyance. The provisions of this
paragraph shall similarly apply to successive consolidations, mergers,
sales or conveyances.
C. Notice of Adjustment. Whenever the number of Option Shares
purchasable hereunder is adjusted, as herein provided, the Company
shall mail by first class mail, postage prepaid, to the Holder notice
of such adjustment or adjustments, and shall deliver to Holder setting
forth the adjusted number of Option Shares purchasable and a brief
statement of the facts requiring such adjustment, including the
computation by which such adjustment was made.
5. Failure to Deliver Option Shares Constitutes Breach Under Advisory
Agreement
Failure by the Company, for any reason, to deliver the certificates
representing any shares purchased pursuant to this Option within the
five (5) business day period set forth in paragraph 2 above, or the
placement of a Stop Transfer order by the Company on any Option Shares
once issued, shall constitute a "Breach" under the Advisory Agreement
and, for the purpose of determining the terms of this Agreement, shall
automatically toll the expiration of this Agreement for a period of
time equal to the delay in delivering the subject shares or term of the
Stop Transfer order.
6. Indemnification for Section 16 (b) Violation
The Company agrees to indemnify NuVen for expenses and the payment of
profits arising from the exercise of the Option and sale by NuVen of Option
Shares in violation of Section 16(b) of the Securities Exchange Act of
1934, as amended, or any similar successor statute.
7. Assignment
The Option represented by this Agreement may only be assigned or
transferred by NuVen to an Affiliate or subsidiary, or as the result of a
corporate reorganization or recapitalization. For the purpose of this
Option the term "Affiliate" shall be defined as a person or enterprise
that directly, or indirectly through one or more intermediaries, controls,
or is controlled by, or is under common control with the Company
otherwise, this Agreement and the rights hereunder shall not be assigned
by either party hereto.
8. Counterparts
A facsimile, telecopy or other reproduction of this instrument may be
executed by one or more parties hereto and such executed copy may be
delivered by facsimile or similar instantaneous electronic transmission
device pursuant to which the signature of or on behalf of such party can
be seen, and such execution and delivery shall be considered valid,
binding and effective for all purposes. At the request of any party
hereto, all parties agree to execute an original of this instrument as
well as any facsimile, telecopy or other reproduction hereof.
9. Further Documentation
Each party hereto agrees to execute such additional instruments and take
such action as may be reasonably requested by the other party to affect
the transaction, or otherwise to carry out the intent and purposes of this
Agreement.
10. Notices
All notices and other communications hereunder shall be in writing and
shall be sent by prepaid first class mail to the parties at the following
addresses, as amended by the parties with written notice to the other:
To NuVen: Xxxx X. Xxxx
NuVen Advisor Limited Partnership
0000 XxxXxxxxx Xxxxx, Xxxxx #000
Xxxxxxx Xxxxx, XX 00000
Telephone: (000) 000-0000
Telefax: (000) 000-0000
With copy to: Weed & Co. L.P.
0000 XxxXxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
To the Company: NuOasis Xxxxxxxx
0000 XxxXxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
11. Counterparts
This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
12. Governing Law
This Agreement was negotiated, and shall be governed by the laws of Nevada
notwithstanding any conflict-of-law provision to the contrary.
13. Entire Agreement
This Agreement sets forth the entire understanding between the parties
hereto and no other prior written or oral statement or agreement shall be
recognized or enforced.
14. Severability
If a court of competent jurisdiction determines that any clause or
provision of this Agreement is invalid, illegal or unenforceable, the
other clauses and provisions of the Agreement shall remain in full force
and effect and the clauses and provision which are determined to be void,
illegal or unenforceable shall be limited so that they shall remain in
effect to the extent permissible by law.
15. Amendment or Waiver
Every right and remedy provided herein shall be cumulative with every
other right and remedy, whether conferred herein, at law, or in equity,
and may be enforced concurrently herewith, and no waiver by any party of
the performance of any obligation by the other shall be construed as a
waiver of the same or any other default then, theretofore, or thereafter
occurring or existing. At any time prior to Closing, this Agreement may
be amended by a writing signed by all parties hereto.
16. Headings
The section and subsection headings in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first written above.
"NuVen"
Xxxx X. Xxxx, dba
NuVen Advisor Limited Partnership
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: General Partner
The "Company"
NuOasis Laughlin, Inc.
a Nevada corporation
By: /s/ Xxx X. Xxxxxx
Name: Xxx X. Xxxxxx
Title: Director
