EXHIBIT 10.3
AGREEMENT FOR SALE AND PURCHASE
OF BUSINESS ASSETS
DATE: April 30, 2003
PARTIES: INTERNET VENTURES OREGON, INC.
an Oregon corporation
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("Seller")
IVI COMMUNICATIONS, INC
a(n) Nevada Corporation
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("Selling Shareholder")
PRIME TIME VENTURES LLC
an Oregon Limited Liability Company
X.X. Xxx 000
Xxxxxxx, XX 00000
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("Buyer")
RECITALS:
A. Seller owns and operates various internet service provider ("ISP")
businesses engaged in the provision of internet service to individual and
business customers, including "Infostructure" in Ashland, Oregon, "Medford
Internet" in Medford, Oregon and "Klamath Falls Internet" in Klamath Falls,
Oregon (hereinafter referred to collectively as "the ISPs"). Seller owns
equipment, inventories, contract rights, leasehold interests, and miscellaneous
assets used in connection with the operation of the ISPs.
B. Buyer desires to acquire substantially all the assets used or
useful, or intended to be used, in the operation of the ISPs, and Seller desires
to sell such assets to Buyer.
C. Selling Shareholder owns and represents 100% of the outstanding
shares of Seller.
AGREEMENT:
SECTION 1. ASSETS PURCHASED; LIABILITIES ASSUMED
1.1 Assets Purchased. Seller agrees to sell to Buyer and Buyer agrees
to purchase from Seller, on the terms and conditions set forth in this
Agreement, the following assets ("Assets"):
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1.1.1 All equipment, tools, furniture, and fixtures listed on attached
Schedule 1.1.1, together with any replacements or additions to the
equipment, etc., made before the Closing Date, as well as any other
equipment, tools, furniture, and fixtures not listed on Schedule 1.1.1
but useful and necessary to the operation of the ISPs and located on
the premises of the ISPs or in use by customers of the ISPs.
1.1.2 All inventories of supplies and merchandise owned by Seller in
connection with the ISPs, including but not limited to approximately
350 Samsung and Toshiba cable modems currently being leased to
customers of the ISPs, together with any replacements or additions to
the inventories made before the Closing Date, but excluding inventory
disposed of in the ordinary course of Seller's business.
1.1.3 All assumable equipment leases, real property leases, and other
contracts listed on attached Schedule 1.1.3. Buyer and Seller will
execute any assignment documents required after Closing.
1.1.4 All of Seller's rights under customer accounts and supplier
contracts to which the ISPs are a party, including those entered into
in the ordinary course of business before the Closing Date.
1.1.5 Seller's goodwill for the ISPs and the rights to Seller's assumed
business names, "Infostructure," "Medford Internet" and "Klamath Falls
Internet," Seller's domain names and logos associated with the ISPs,
and the assigned address space for InfoStructure, which address is
00.0.000.0/00.
1.1.6 All prepaid and deferred items of Seller, including without
limitation prepaid rent and deposits relating to the ISPs.
1.1.7 All customer lists, supplier lists and other business records
relating to the ISPs.
1.1.8 All assignable rights, if any, to all telephone and fax lines and
numbers used in the conduct of the ISPs, including without limitation
those listed on Schedule 1.1.8.
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1.2 Liabilities Assumed. Buyer shall accept the assignment and assume
responsibility for (1) all customer service contracts, including prepaid service
contracts, which are not terminated prior to Closing Date; and (2) all of
Seller's obligations under the facilities leases, equipment leases and circuit
agreements listed on Schedule 1.1.3. Any and all obligations and liabilities of
Seller not described in this Section 1.2, including but not limited to any and
all accounts payable in existence on the Closing Date and any contract
termination fees payable by Seller as of the Closing Date, shall remain and be
the obligations solely of Seller and shall not be assumed by Buyer. Schedule 1.2
contains a list of all accounts payable in existence and how those accounts will
be paid by Seller as of Closing. Seller and Selling Shareholder shall indemnify
and hold Buyer free and harmless against any and all liabilities and obligations
not expressly assumed by Buyer under this Agreement and which pertain to the
assets being purchased by Buyer hereunder.
SECTION 2. EXCLUDED ASSETS
Excluded from this sale and purchase are Seller's accounts receivable
for the ISPs up to the date of Closing, as set forth in more detail in Section
4.4, the inventory located at Bear Creek Storage unit H339, and Seller's cash on
hand as of Closing.
SECTION 3. PURCHASE PRICE FOR ASSETS
3.1 PURCHASE PRICE; ALLOCATION. The purchase price for the Assets shall
be FIVE HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($550,000.00) (the "Purchase
Price"). The entire amount of the Purchase Price, after reduction for the
credits to Buyer described below, shall be allocated to the hard assets of the
ISPs.
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3.2 BUYER'S CREDITS AGAINST PURCHASE PRICE.
3.2.1 PREPAID SERVICE CONTRACTS. Buyer shall receive a credit
against the Purchase Price equal to the amount of Seller's prepaid
service contracts for the ISPs in the approximate amount of FORTY-NINE
THOUSAND ONE HUNDRED THIRTY FIVE and 00/100 DOLLARS ($49,135.00). Both
parties recognize and agree that the amount of this credit may change
between the date of this Agreement and Closing, depending on the actual
value of the prepaid service contracts.
3.2.2 AFN EQUIPMENT DEPOSITS. Buyer shall also receive a
credit against the Purchase Price in the amount of EIGHT THOUSAND THREE
HUNDRED FIFTY and 00/100 DOLLARS ($8,350.00) for the customer deposits
paid on the rental of modems (334 rental accounts at $25.00 each) and
which Buyer will be responsible for returning to the customers upon
return of the modems.
The balance of the Purchase Price, approximately FOUR HUNDRED NINETY
TWO THOUSAND FIVE HUNDRED FIFTEEN and 00/100 DOLLARS ($492,515.00) after
application of the credits for the prepaid service contracts and AFN Equipment
deposits described above, shall be payable in cash at Closing.
SECTION 4. ADDITIONAL AGREEMENTS AND OBLIGATIONS.
4.1 NONCOMPETITION AGREEMENT. At Closing, Buyer, Seller and Selling
Shareholder shall execute the Noncompetition Agreement attached hereto as
Schedule 4.
4.2 ASSIGNMENT OF ACCOUNTS RECEIVABLES. At Closing, Buyer shall execute
an assignment of any and all accounts receivable in existence as of Closing.
4.3 CONSULTING OBLIGATION. Seller, at no cost to Buyer, also agrees to
make its technicians and other employees reasonably available to Buyer for
consultation regarding future operations of the ISPs for a period of thirty (30)
days following Closing.
4.4 COLLECTION OF ACCOUNTS RECEIVABLES. A schedule of Seller's accounts
receivables, including closed and/or suspended accounts, resulting from business
accrued for the period ending as of the close of business on the day before
Closing is attached hereto as Schedule 4.4. For a period of sixty (60) days from
the date of Closing, Buyer will collect all payments received by Seller on the
accounts identified on Schedule 4.4 and will remit said payments to Seller
within seven (7) days of receipt thereof by Buyer. The obligation of Buyer under
this provision is to collect such accounts receivable in the ordinary and normal
course of business and does not extend to the institution of litigation,
employment of counsel or other collection agents, or extraordinary means of
collection. Buyer shall have no obligation to collect Seller's accounts
receivable after sixty (60) days from the date of Closing, at which time any
such accounts receivable, including but not limited to closed and/or suspended
accounts, which remain uncollected shall become the property of Buyer and Buyer
shall have the right, if it so desires, to continue any collection efforts in
connection with such accounts and any amounts received thereon shall be for the
account of Buyer, not Seller.
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SECTION 5. ADJUSTMENTS
NONCOMPETITION AGREEMENT
Except for those liabilities specifically assumed by Buyer under this
Agreement, the operation of the ISPs and related income and expenses up to the
close of business on the day before the Closing Date shall be for the account of
Seller and thereafter for the account of Buyer. Expenses, including but not
limited to utilities, personal property taxes, and real property taxes, if any,
shall be prorated between Seller and Buyer as of the close of business on the
Closing Date, the proration to be made and paid, insofar as reasonably possible,
on the Closing Date, with settlement of any remaining items to be made within
sixty (60) days following Closing.
SECTION 6. SELLER'S AND SELLING SHAREHOLDER'S REPRESENTATIONS AND WARRANTIES
Seller and Selling Shareholder represent and warrant to Buyer as
follows:
6.1 CORPORATE EXISTENCE. Seller is now and on the Closing Date will be
a corporation duly organized and validly existing under the laws of the state of
Oregon. Seller has all requisite corporate power and authority to own, operate,
and/or lease the Assets, as the case may be, and to carry on its business as now
being conducted.
6.2 AUTHORIZATION. The execution, delivery, and performance of this
Agreement have been duly authorized and approved by the board of directors and
shareholders of Seller and Selling Shareholder, and this Agreement constitutes a
valid and binding agreement of Seller, enforceable in accordance with its terms.
6.3 FINANCIAL STATEMENTS. Seller has delivered to Buyer profit and loss
statements for the ISPs for the period April 1, 2000 through July 31, 2002 and
balance sheets for the ISPs as of July 31, 2002, and will deliver to Buyer
financial information for all additional interim periods ending before the
Closing Date. The financial information that has been or will be delivered is in
accordance with the books and records of Seller and is true, correct, and
complete; fairly representing the general condition of the ISPs as of the dates
indicated; and were prepared in accordance with generally accepted accounting
principles applied on a basis consistent with prior accounting periods. Except
as described in this Agreement, since the close of Seller's last fiscal year and
the date of this Agreement, there has been no material adverse change in the
information provided to Buyer regarding the ISPs.
6.4 TRANSFER NOT SUBJECT TO ENCUMBRANCES OR THIRD-PARTY APPROVAL. The
execution and delivery of this Agreement by Seller and Selling Shareholder, and
the consummation of the contemplated transactions, will not result in the
creation or imposition of any valid lien, charge, or encumbrance on any of the
Assets, and will not require the authorization, consent, or approval of any
third party, other than the consent of the lessors or other parties to the
leases, contracts and other parties to the agreements identified in Schedule
1.1.3, which consent will be obtained by Seller prior to Closing.
6.5 COMPLIANCE WITH CODES AND REGULATIONS. Seller and Selling
Shareholder have no knowledge that leasehold improvements violate any provisions
of any applicable building codes, fire regulations, building restrictions, or
other ordinances, orders, or regulations.
6.6 LITIGATION. Seller and Selling Shareholders have no knowledge of
any claim, litigation, proceeding, or investigation pending or threatened
against Seller that might result in any material adverse change in the business
or condition of the Assets being conveyed under this Agreement. At Closing,
Seller will not have any liens or judgments outstanding against it, nor shall
any amounts be owed by Seller to any third parties, including but not limited to
the Internal Revenue Service, the State of Oregon, Xxxxxxx County or Klamath
County, which, if not paid, could result in the imposition of liens or judgment
against Seller.
6.7 COMPLIANCE WITH LAWS. To the best of Seller's and Selling
Shareholder's knowledge, Seller has at all relevant times conducted the ISPs in
compliance with the its articles of incorporation, its bylaws, and all
applicable laws and regulations. To the best of Seller's and Selling
Shareholder's knowledge, Seller is not in violation of any applicable laws or
regulations, is not subject to any outstanding order, writ, injunction, or
decree, and has not been charged with, or threatened with a charge of, a
violation of any provision of federal, state, or local law or regulation.
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6.8 EMPLOYMENT MATTERS.
6.8.1 LABOR MATTERS. Seller is not a party or otherwise subject to
any collective bargaining or other agreement governing the wages,
hours, or terms of employment of its employees.
6.8.2 EMPLOYMENT CLAIMS. There are no pending claims and, to Seller's
and Selling Shareholder's best knowledge, no threatened claims by or on
behalf of any of its employees under any federal, state, or local labor
or employment laws or regulations.
6.8.3 EMPLOYMENT AGREEMENTS. Each of Seller's employees is an "at-will"
employee and there are no written employment, commission, or
compensation agreements between Seller and its ISP employees.
6.8.4 COMPENSATION. Schedule 6.8.4 contains a complete and accurate
list of all employees of the ISPs, specifying their names and job
designations, the total amount paid or payable as compensation to each
employee, and the basis of such compensation, whether fixed or
commission or a combination thereof, and accrued benefits for such
employees as of the date of this Agreement.
6.8.5 SEVERANCE. Seller has no severance pay plan, policy, practice, or
agreement with any of its ISP employees.
6.9 TANGIBLE ASSETS.
6.9.1 PERSONAL PROPERTY. Schedule 1.1.1 contains a complete and
accurate list of all the tangible personal property owned by Seller
with respect to the ISPs ("Tangible Personal Property") based on the
last inventory that was performed by Seller. In order to avoid the
delay of performing another inventory, the parties agree that the
Assets include all of the assets, properties, and rights owned or used
by Seller or necessary to maintain and operate the ISPs, whether or not
identified on Schedule 1.1.1 and as more fully set forth in Section
1.1.1.
6.9.2 LEASES. Other than the lease of Bear Creek Storage unit H339,
Seller is not a party to any lease of personal or real property with
respect to the ISPs other than those leases identified on Schedule
1.1.3. Seller and Selling Shareholder represent and warrant that all
lease payments due under the leases identified on Schedule 1.1.3 have
been made through Closing, that Seller is now current in all lease
payments and not otherwise in default under the leases, and that lease
payments for the month in which Closing is to occur shall be prorated
as of the date of Closing, pursuant to Section 5 of this Agreement.
6.10 TITLE AND CONDITION OF TANGIBLE ASSETS.
6.10.1 Seller owns, or will own as of Closing, all of the assets and
properties described on Schedule 1.1.1 free and clear of all mortgages,
pledges, security interests, options, claims, charges, or other
encumbrances or restrictions of any kind, and Buyer will acquire good
and clear title to all the Assets, free and clear of all mortgages,
pledges, security interests, options, claims, charges, or other
encumbrances or restrictions of any kind.
6.10.2 All of the equipment and other assets identified on Schedule
1.1.1 have been maintained and operated in accordance with prudent
industry practices, are in a good state of maintenance and repair,
ordinary wear and tear excepted, are adequate for the conduct of
Buyer's business.
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6.11 NONCANCELLABLE CONTRACTS. At Closing there will be no material
leases, employment contracts, contracts for services or maintenance, or other
similar contracts existing or relating to or connected with the operation of
Seller's business which Buyer is obligated to assume, other than those
specifically described in Section 1.2 of this Agreement.
6.12 UNDISCLOSED LIABILITIES. With respect to the ISPs, to the best of
Seller's and Selling Shareholder's knowledge, and excluding any accounts payable
or liabilities being retained and paid by Seller at or before Closing (or as
soon as reasonably practicable thereafter pursuant to any valid supersedure
agreement), Seller does not have any liability or obligation (whether absolute,
accrued, contingent, or other, and whether due or to become due) that is not
accrued, reserved against, or disclosed in the financial statements provided to
Buyer, other than liabilities incurred in the ordinary course of business
consistent with past practice since the date of the last financial statement or
which have otherwise been disclosed to Buyer in writing and which individually
or in the aggregate will not have a material adverse effect on the transaction.
6.13 CANCELLATION AND TERMINATION FEES. Other than the cancellation and
termination fees that will be paid by Seller, Seller and Selling Shareholder are
not aware of any future or threatened cancellations or terminations of any
existing accounts, agreements or contracts with any existing customers, vendors
or suppliers.
6.14 BROKERS AND FINDERS. Seller has employed Xxxx Xxxxxx, of Xxxxxx
Group, Inc., as broker in connection with the transactions contemplated by this
Agreement and shall be solely responsible for the payment of any broker's fees
or commissions owed to Xxxx Xxxxxx and/or Xxxxxx Group, Inc. in connection with
this transaction.
6.15 ACCURACY OF REPRESENTATIONS AND WARRANTIES. None of the
representations or warranties of Seller and/or Selling Shareholder set forth in
this Agreement or in any other written materials provided to Buyer contain or
will contain any untrue statement of a material fact or omit or will omit or
misstate a material fact necessary in order to make statements in this Agreement
not misleading. Seller and Selling Shareholder know of no fact that has
resulted, or that in the reasonable judgment of Seller and/or Selling
Shareholder will result, in a material change in the business, operations, or
Assets of Seller that has not been set forth in this Agreement or otherwise
disclosed in writing to Buyer.
SECTION 7. REPRESENTATIONS OF BUYER
Buyer represents and warrants as follows:
7.1 VALID EXISTENCE. Buyer is an LLC duly organized and validly
existing under the laws of the state of Oregon. Buyer has all requisite power
and authority to enter into this Agreement and perform its obligations
hereunder.
7.2 AUTHORIZATION. The execution, delivery, and performance of this
Agreement have been duly authorized and approved by the members of Buyer, and as
ratified by their respective signatures on this Agreement, and this Agreement
constitutes a valid and binding agreement of Buyer, enforceable in accordance
with its terms, except as enforceability may be limited by bankruptcy,
reorganization, insolvency, or similar laws affecting the enforcement of
creditors' rights or by the application of general principles of equity.
7.3 BROKERS AND FINDERS. Buyer has not employed any broker or finder in
connection with the transactions contemplated by this Agreement and has taken no
action that would give rise to a valid claim against any party for a brokerage
commission, finder's fee, or other like payment.
SECTION 8. COVENANTS OF SELLER AND SELLING SHAREHOLDER
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8.1 SELLER'S OPERATION OF BUSINESS PRIOR TO CLOSING. Seller and Selling
Shareholder agree that between the date of this Agreement and the Closing Date,
Seller will:
8.1.1 Continue to operate the ISPs in the usual and ordinary course and
in substantial conformity with all applicable laws, ordinances,
regulations, rules, or orders, and will use its best efforts to
preserve the business organization and continued operation of the ISPs
with its customers, suppliers, and others having business relations
with Seller.
8.1.2 Not assign, sell, lease, or otherwise transfer or dispose of any
of the Assets used in the ISPs, whether now owned or hereafter
acquired, except in the normal and ordinary course of business and in
connection with its normal operation.
8.1.3 Maintain all the Assets of the ISPs, other than inventories, in
their present condition, reasonable wear and tear and ordinary usage
excepted, and maintain the inventories at levels normally maintained.
8.2 ACCESS TO PREMISES AND INFORMATION. At reasonable times before the
Closing Date, Seller will provide Buyer and its representatives with reasonable
access during business hours to the assets, titles, contracts, and records of
the ISPs and furnish such additional information concerning the ISPs as Buyer
from time to time may reasonably request.
8.3 EMPLOYEE MATTERS.
8.3.1 Before the Closing Date, Seller will not, without Buyer's prior
written consent, enter into any material agreement with any of its ISP
employees, increase the rate of compensation or bonus payable to or to
become payable to any such employee, or effect any changes in the
management, personnel policies, or employee benefits, except in
accordance with existing employment practices.
8.3.2 As of the Closing Date, Seller will terminate all of its ISP
employees and will pay each employee all wages, commissions, accrued
vacation pay and other benefits, if any, earned up to the time of
termination, including overtime pay, and will have paid in full any and
all employment taxes relating to such compensation.
8.4 CONDITIONS AND BEST EFFORTS. Seller and Selling Shareholder will
use their best efforts to effectuate the transactions contemplated by this
Agreement and to fulfill all the conditions of the obligations of Seller and
Selling Shareholder under this Agreement, and will do all acts and things as may
be required to carry out their respective obligations under this Agreement and
to consummate and complete this Agreement.
SECTION 9. COVENANTS OF BUYER
9.1 CONDITIONS AND BEST EFFORTS. Buyer will use its best efforts to
effectuate the transactions contemplated by this Agreement and to fulfill all
the conditions of Buyer's obligations under this Agreement, and shall do all
acts and things as may be required to carry out Buyer's obligations and to
consummate this Agreement.
9.2 CONFIDENTIAL INFORMATION. If for any reason this transaction is not
closed, Buyer will not disclose to third parties any confidential information
received from Seller or Selling Shareholder in the course of investigating,
negotiating, and performing the transactions contemplated by this Agreement.
SECTION 10. CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS
The obligation of Buyer to purchase the Assets is subject to the
fulfillment, before or at the Closing Date, of each of the following conditions,
any one or portion of which may be waived in writing by Buyer:
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10.1 REPRESENTATIONS, WARRANTIES, AND COVENANTS OF SELLER AND SELLING
SHAREHOLDER. All representations and warranties made in this Agreement by Seller
and Selling Shareholder shall be true as of Closing as fully as though such
representations and warranties had been made on and as of the Closing Date, and,
as of Closing, neither Seller nor Selling Shareholder shall have violated or
shall have failed to perform in accordance with any covenant contained in this
Agreement.
10.2 CONSENTS. Seller shall have obtained the consent of all required
third parties, including but not limited to any parties to the leases and
contracts listed on Schedule 1.1.3.
10.3 CONDITIONS OF THE ISPS. There shall have been no material adverse
change in the ISPs since the date of this Agreement, and before the Closing
Date.
10.4 NO SUITS OR ACTIONS. As of the Closing Date no suit, action, or
other proceeding shall have been threatened or instituted to restrain, enjoin,
or otherwise prevent the consummation of this Agreement or the contemplated
transactions.
10.5 ACCOUNTS PAYABLE. All of the Accounts Payable identified on
Schedule 1.2, as well as any other accounts payable that may be due and owing as
of Closing and which are not being assumed by Buyer pursuant to Section 1.2,
shall have been paid in full or a valid supersedure agreement entered into
between Seller and the creditor, under which Seller assumes sole responsibility
for the payment of such Account Payable as of Closing.
SECTION 11. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER AND SELLING
SHAREHOLDER
The obligations of Seller and Selling Shareholder to consummate the
transactions contemplated by this Agreement are subject to the fulfillment,
before or at the Closing Date, of the following condition, any portion of which
may be waived in writing by Seller:
11.1 REPRESENTATIONS, WARRANTIES, AND COVENANTS OF BUYER. All
representations and warranties made in this Agreement by Buyer shall be true as
of the Closing Date as fully as though such representations and warranties had
been made on and as of the Closing Date, and Buyer shall not have violated or
shall not have failed to perform in accordance with any covenant contained in
this Agreement.
SECTION 12. RISK OF LOSS
The risk of loss, damage, or destruction to any of the Assets to be
conveyed to Buyer under this Agreement shall be borne by Seller to the time of
Closing Date. In the event of such loss, damage, or destruction, Seller, to the
extent reasonable and covered by insurance, shall replace the lost property or
repair or cause to repair the damaged property to its condition before the
damage. If replacement, repairs, or restorations are not completed before
Closing, then the Purchase Price shall be adjusted by an amount agreed upon by
Buyer and Seller that will be required to complete the replacement, repair, or
restoration following Closing. If Buyer and Seller are unable to agree, then
Buyer, at its sole option and notwithstanding any other provision of this
Agreement, upon notice to Seller, may rescind this Agreement and declare it to
be of no further force and effect, in which event there shall be no closing of
this Agreement and all the terms and provisions of this Agreement shall be
deemed null and void. If, before Closing, any of the real or personal properties
that are the subject of the leases listed on Schedule 1.1.3 are damaged or
destroyed, then Buyer may rescind this Agreement in the manner provided above
unless arrangements for repair satisfactory to all parties involved are made
prior to Closing.
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SECTION 13. INDEMNIFICATION AND SURVIVAL
13.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties made in this Agreement shall survive the closing of this
Agreement, except that any party to whom a representation or warranty has been
made in this Agreement shall be deemed to have waived any misrepresentation or
breach of representation or warranty of which such party had knowledge before
Closing. Any party learning of a misrepresentation or breach of representation
or warranty under this Agreement shall immediately give written notice thereof
to all other parties to this Agreement.
13.2 SELLER'S AND SELLING SHAREHOLDER'S INDEMNIFICATION.
13.2.1 Seller and Selling Shareholder, jointly and severally, hereby
agree to indemnify and hold Buyer, its successors, and assigns harmless
from and against:
(a) Any and all claims, liabilities, and obligations of every
kind and description, contingent or otherwise, arising out of or
related to the operation of the ISPs prior to the close of business on
the day before the Closing Date, except for claims, liabilities, and
obligations of Seller expressly assumed by Buyer under this Agreement
or paid by insurance maintained by Seller, Selling Shareholder, or
Buyer.
(b) Any and all damage or deficiency resulting from any
material misrepresentation, breach of warranty or covenant, or
nonfulfillment of any agreement on the part of Seller and/or Selling
Shareholder under this Agreement.
13.2.2 Seller's and Selling Shareholder's indemnity obligations under
Section 13.2.1 shall be subject to the following:
If any claim is asserted against Buyer that would give rise to
a claim by Buyer against Seller and Selling Shareholder for
indemnification under the provisions of this paragraph, then
Buyer shall promptly give written notice to Seller and Selling
Shareholder concerning such claim and Seller and Selling
Shareholder shall, at no expense to Buyer, defend the claim.
13.3 BUYER'S INDEMNIFICATION.
13.3.1 Buyer agrees to defend, indemnify, and hold harmless Seller and
Selling Shareholder from and against:
(a) Any and all claims, liabilities, and obligations of every
kind and description arising out of or related to the operation of the
ISPs following Closing or arising out of Buyer's failure to perform any
obligations of Seller expressly assumed by Buyer pursuant to this
Agreement.
(b) Any and all damage or deficiency resulting from any
material misrepresentation, breach of warranty or covenant, or
nonfulfillment of any agreement on the part of Buyer under this
Agreement.
13.3.2 Buyer's indemnity obligations under Section 13.3.1 shall be
subject to the following:
If any claim is asserted against Seller and/or Selling
Shareholder that would give rise to a claim by Seller and/or
Selling Shareholder against Buyer for indemnification under
the provisions of this paragraph, then Seller and/or Selling
Shareholder, as the case may be, shall promptly give written
notice to Buyer concerning such claim and Buyer shall, at no
expense to Seller and/or Selling Shareholder, defend the
claim.
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SECTION 14. CLOSING
14.1 TIME AND PLACE. This Agreement shall be closed and effective on or
before May 15, 2003, or such other time as the parties shall mutually agree.
14.2 OBLIGATIONS OF SELLER AND SELLING SHAREHOLDER AT CLOSING. At
Closing and coincidentally with the performance by Buyer of its obligations
described in Section 14.3, Seller and Selling Shareholder shall deliver to Buyer
the following:
14.2.1 Bills of sale, consents, assignments, properly endorsed
certificates of title, and other instruments of transfer, in form and
substance reasonably satisfactory to counsel for Buyer, necessary to
transfer and convey all of the Assets to Buyer.
14.2.2 The assignment of accounts receivable described in Section 4.2.
14.2.3 The Noncompetition Agreement described in Section 4.1.
14.2.4 Possession of the ISP office facilities conveyed pursuant to
this Agreement.
14.2.5 Termination of Assumed Business Name forms for "InfoStructure",
"Medford Internet" and "Klamath Falls Internet".
14.2.6 Such other certificates and documents as may be called for by
the provisions of this Agreement.
14.3 OBLIGATIONS OF BUYER AT CLOSING. At Closing and coincidentally
with the performance by Seller and Selling Shareholder of their obligations
described in Section 14.2, Buyer shall deliver to Seller the following:
14.3.1 A cashier's check or certified check in the amount of the
Purchase Price, after reduction for the actual value of the prepaid
service contracts.
14.3.2 Such other certificates and documents as may be called for by
the provisions of this Agreement.
SECTION 15. TERMINATION OF AGREEMENT
15.1 BY MUTUAL CONSENT. This Agreement may be terminated by mutual
written consent of Buyer and Seller.
15.2 BREACH OF REPRESENTATIONS AND WARRANTIES; Failure of Conditions.
Buyer may elect by notice to Seller, and Seller may elect by notice to Buyer, to
terminate this Agreement if:
15.2.1 The terminating party shall have discovered a material error,
misstatement, or omission in the representations and warranties made in
this Agreement by the other party which shall not have been cured by
such other party within thirty (30) days after written notice to such
other party specifying in detail such asserted error, misstatement, or
omission, or by the Closing Date, whichever first occurs.
15.2.2 All of the conditions precedent of the terminating party's
obligations under this Agreement as set forth in either Section 10 or
11, as the case may be, have not occurred and have not been waived by
the terminating party on or prior to the Closing Date.
11
15.3 CLOSING NOTWITHSTANDING THE RIGHT TO TERMINATE. The party with a
right to terminate this Agreement pursuant to Section 15.2.1 or 15.2.2 shall not
be bound to exercise such right, and its failure to exercise such right shall
not constitute a waiver of any other right it may have under this Agreement,
including but not limited to remedies for breach of a representation, warranty,
or covenant.
SECTION 16. MISCELLANEOUS
16.1 BINDING EFFECT. This Agreement shall be binding on and inure to
the benefit of the parties and their heirs, personal representatives,
successors, and assigns.
16.2 NOTICES. Any notice or other communication required or permitted
to be given under this Agreement shall be in writing and shall be mailed by
certified mail, return receipt requested, postage prepaid, addressed to the
parties as follows:
Seller:
-------
Internet Ventures Oregon, Inc.
By:
CEO
Selling Shareholder:
IVI Communications, Inc.
a Nevada Corporation
By:
Its: CEO
Buyer:
-----
Prime Time Ventures LLC
X.X. Xxx 000
Xxxxxxx, XX 00000
With a copy to:
--------------
Xxxxxxxx X. Xxxxx
BROPHY, MILLS, SCHMOR,
XXXXXXX & XXXXXX, LLP
Attorneys at Law
P. O. Xxx 000
Xxxxxxx, XX 00000
Any notice or other communication shall be deemed to be given upon the deposit
in the United States mail. The addresses to which notices or other
communications shall be mailed may be changed from time to time by giving
written notice to the other party as provided in this Section 16.2.
16.3 ATTORNEYS' FEES. In the event of any dispute regarding this
Agreement, the prevailing party shall be entitled to recover all reasonable
costs incurred in defending such dispute, including reasonable attorneys' fees,
even though suit or action is not filed, and if suit or action is filed, the
prevailing party shall be entitled, in addition to costs and disbursements
provided by statute, such additional sum as the court may adjudge reasonable as
attorneys' fees, in the trial court, on any appeal, and/or in any bankruptcy
proceeding.
16.4 AMENDMENTS. This Agreement may be amended only by an instrument in
writing executed by all the parties.
16.5 HEADINGS. The headings used in this Agreement are solely for
convenience of reference, are not part of this Agreement, and are not to be
considered in construing or interpreting this Agreement.
16.6 ENTIRE AGREEMENT. This Agreement (including the exhibits) sets
forth the entire understanding of the parties with respect to the subject matter
of this Agreement and supersedes any and all prior understandings and
agreements, whether written or oral, between the parties with respect to such
subject matter.
12
16.7 COUNTERPARTS. This Agreement may be executed by the parties in
separate counterparts, each of which when executed and delivered shall be an
original, but all of which together shall constitute one and the same
instrument.
16.8 WAIVER. A provision of this Agreement may be waived only by a
written instrument executed by the party waiving compliance. No waiver of any
provision of this Agreement shall constitute a waiver of any other provision,
whether or not similar, nor shall any waiver constitute a continuing waiver.
Failure to enforce any provision of this Agreement shall not operate as a waiver
of such provision or any other provision.
16.9 FURTHER ASSURANCES. From time to time, each of the parties shall
execute, acknowledge, and deliver any instruments or documents necessary to
carry out the purposes of this Agreement.
16.10 TIME OF ESSENCE. Time is of the essence for each and every
provision of this Agreement.
16.11 NO THIRD-PARTY BENEFICIARIES. Nothing in this Agreement, express
or implied, is intended to confer on any person, other than the parties to this
Agreement, any right or remedy of any nature whatsoever.
16.12 EXPENSES. Each party shall bear its own expenses in connection
with this Agreement and the transactions contemplated by this Agreement.
16.13 EXHIBITS AND SCHEDULES. The exhibits and schedules referenced in
this Agreement are a part of this Agreement as if fully set forth in this
Agreement.
16.14 GOVERNING LAW; VENUE. This Agreement shall be governed by and
construed in accordance with the laws of the State of Oregon. If any suit or
action is filed by any party to enforce this Agreement or otherwise with respect
to the subject matter of this Agreement, venue shall be in the federal or state
courts in Xxxxxxx County, Oregon.
16.15 MATERIAL ADVERSE EFFECT; MATERIAL ADVERSE CHANGE. As used in this
Agreement, the term material adverse effect means a material adverse effect on
the ISPs, results of operations, financial position, and/or assets, which shall
in any event include any adverse effect on the assets of the ISPs in excess of
$10,000; and the term material adverse change means any change that has
resulted, will result or is likely to result in a material adverse effect.
16.16 FACSIMILE EXECUTION. Execution of this Agreement may be evidenced
by transmission of a facsimile copy of an original signature, and delivery of
this Agreement, so executed, shall be binding upon the signing party to the same
extent as if the original Agreement had been executed.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first above written.
"SELLER"
INTERNET VENTURES OREGON, INC.
an Oregon Corporation
By: /s/ Xxxx Xxxxxx
---------------------------------
Its Chief Executive Officer
13
SIGNATURES CONTINUE ON NEXT PAGE
"SELLING SHAREHOLDER"
IVI COMMUNICATIONS, INC.
a(n) Nevada Corporation
By: /s/ Xxxx Xxxxxx
---------------------------------
Its: CEO
---------------------------------
"BUYER"
PRIME TIME VENTURES LLC
an Oregon Limited Liability Company
By: /s/ Xxxx Xxxxxx
---------------------------------
Xxxx Xxxxxx, Member
By: /s/ Xxxxx Xxxxxx
---------------------------------
Xxxxx Xxxxxx, Member
By: /s/ Xxxx Xxxx
---------------------------------
Xxxx Xxxx, Member
Attached Schedules: Schedule 1.1.1 Equipment List
Schedule 1.1.3 Contracts Assumed
Schedule 1.1.8 Telephone and Fax Lines
Schedule 1.2 Accounts Payable
Schedule 4.1 Noncompetition Agreement
Schedule 4.4 Accounts Receivable As of Closing
Schedule 6.8.4 Employees
14
AGREEMENT FOR SALE AND PURCHASE OF BUSINESS ASSETS
DATED _________________, 2003
SCHEDULE 1.1.1
Equipment List
InfoStructure POP Equipment List (2 pages)
Medford Internet POP Equipment List (1 page)
Klamath Falls Internet POP Equipment List (1 page)
Medford Internet Equipment List (2 pages)
Klamath Falls Equipment List (1 page)
15
AGREEMENT FOR SALE AND PURCHASE OF BUSINESS ASSETS
DATED _________________, 2003
SCHEDULE 1.1.3
Contracts Assumed By Buyer
Lease of InfoStructure business premises at 000 Xxxxxxxx Xxxxxxxxx, Xxx.0,
Xxxxxxx, Xxxxxx (not attached)
Agreement between Internet Ventures Oregon, Inc. and Rio Communications
Incorporated, dated 3/24/03 (attached)
Agreement between Internet Ventures, Inc., dba InfoStructures, and US POPS
Universal Telecom, dated 4/9/03 (attached)
16
AGREEMENT FOR SALE AND PURCHASE OF BUSINESS ASSETS
DATED _________________, 2003
SCHEDULE 1.1.8
Telephone and Fax Lines
Phone Number Use Other Notes Provider
------------------------------------------------------------------------------------------------
541-773-5000 Medford Published Forwards to Ashland Z-Tel on 4/30/03
000-000-0000 Kfalls Published Forwards to Ashland Qwest
fm switch
800-419-4804 Support Toll Free Forwards to Ashland Touch America/ECN
000-000-0000 Published Sales/ Forwards to Ashland Touch America/ECN
Billing Toll-Free
000-000-0000 Published Support Main Office Line Z-Tel
Toll-Free
000-000-0000 Ashland Xxxx Group #2 in xxxx Z-Tel
000-000-0000 Ashland Xxxx Group #3 in xxxx Z-Tel
000-000-0000 Ashland Xxxx Group #4 in xxxx Z-Tel
000-000-0000 Ashland Published #5 in xxxx vanity 482-TECH Z-Tel
Support
000-000-0000 Ashland Xxxx Group #6 in xxxx Z-Tel
000-000-0000 Ashland Xxxx Group #7 in xxxx Z-Tel
000-000-0000 Ashland Xxxx Group #8 in xxxx Z-Tel
000-000-0000 Ashland Xxxx Group #9 in xxxx Z-Tel
000-000-0000 Ashland Xxxx Group #10 in xxxx Z-Tel
000-000-0000 Ashland Published Not in xxxx - fax only Z-Tel
Fax
000-000-0000 Ashland Published Forwards to Ashland Qwest
Expansion
17
AGREEMENT FOR SALE AND PURCHASE OF BUSINESS ASSETS
DATED _________________, 2003
SCHEDULE 1.2 --- Accounts Payable
Termination
Current 1 - 30 31 - 60 61 - 90 > 90 Expense TOTAL Pay
Ashland Daily Tidings 0.00 6.84 6.74 3.71 445.61 462.90
Ashland Directory 0.00 6.56 0.00 6.27 418.27 431.10
Bear Creek Mini Storage 0.00 70.00 0.00 0.00 0.00 70.00
Cable & Wireless, USA CLOSED 0.00 0.00 0.00 0.00 5,936.45 5,936.45
City of Ashland 20,054.45 19,389.14 0.00 0.00 0.00 39,443.59
Core Digital Services 0.00 300.00 0.00 0.00 0.00 300.00
CSA 0.00 0.00 170.75 0.00 0.00 170.75
Federal Express 0.00 20.88 0.00 0.00 0.00 20.88
Main Street Property Management 0.00 0.00 1,375.00 0.00 0.00 1,375.001,37
McLeodUSA Long Distance 0.00 0.00 0.00 0.00 634.55 634.55
Mt Shasta Spring Water 0.00 19.95 0.00 0.00 0.00 19.95
New Edge Networks 0.00 0.00 0.00 0.00 41,964.80
41,964.80 Not needed by buyer
Pacific Power 0.00 137.26 0.00 0.00 0.00 137.26
Qwest 503-T21-3377 015-58(K) 154.26 151.78 149.53 147.32 1,002.21 1,605.10
Qwest 503-T21-8113 935-54(M) 0.00 127.57 125.69 123.83 372.81 1,078.00 1,827.90
Qwest 503-T21-8122 941-54 (M) 0.00 0.00 144.88 142.74 696.62 984.24
Qwest 503-T31-5915 014-54(K) 0.00 0.00 301.04 147.19 993.20 1,441.431,44
Qwest 503-T31-8633 932-54 (M) 0.00 0.00 301.04 147.19 993.20 1,441.43
Qwest 503-T41-0839 944-54 (M) 0.00 0.00 301.04 147.19 993.20 1,441.43
Qwest 503-T61-3363 084-54(I) 0.00 129.54 127.62 125.74 499.69 882.59
Qwest 000-000-0000 947-56 (M) 0.00 0.00 4,472.14 4,399.39 21,124.13 13,891.00 43,886.66
Qwest 000-000-0000 900-58 (M) 0.00 0.00 187.14 184.37 890.24 1,261.75
Qwest 000-000-0000 003-58(I) 0.00 620.03 608.05 598.11 2,883.07 4,709.26
Qwest 000-000-0000 220-56 (M) 0.00 168.88 165.55 162.91 1,082.00 1,579.34
1
,
5
7
9
.
3
4
Qwest 000-000-0000 319-56 (M) 0.00 331.78 325.23 320.03 1,547.80 2,524.84
Qwest 000-000-0000 867-56(K) 0.00 316.36 312.16 307.47 199.61 1,135.60
Qwest 000-000-0000 016-58(K) 0.00 2,302.12 2,256.82 2,220.29 8,998.24 15,777.47
Qwest 000-000-0000 750 -74(K) 0.00 1,084.27 1,061.87 1,043.15 4,069.45 7,258.74
Qwest 541-D08-7305-305 (M) 0.00 400.44 400.44 400.44 7,335.04 308.00 8,844.36
Qwest 541-D08-7355-355(I) 1,140.52 1,094.60 1,103.44 1,092.99 18,079.83 22,511.31 22,511.31
Qwest 541-D08-7787 787(K) 0.00 445.93 393.18 439.26 7,820.74 9,099.11
Qwest 541-Z04-0027 592-58(I) 0.00 918.64 10,258.13 10,103.67 61,757.37 83,037.81
Qwest 541-Z10-0321 517-37(I) 0.00 690.14 679.34 669.52 2,590.86 4,629.86
Qwest Dex 541-488-1962-00-00 (I)1,166.90 1,163.14 1,128.10 1,128.10 (1,769.87) 2,816.37
Qwest Dex 541-773-5000-00-00 (M) 0.00 76.30 75.82 71.50 376.84 600.46
Qwest Dex 000-000-0000 (K) 0.00 14.95 14.95 14.95 14.95 59.80
Rave Financial Services, Inc. 0.00 1,470.47 0.00 0.00 826.16 2,296.63
18
Staples 0.00 7.08 62.88 12.29 315.17 397.42
Telia Internet, Inc. CLOSED 0.00 0.00 0.00 0.00 4,774.24 4,774.24
Touch America (I) 54592092 0.00 0.00 0.00 0.00 193.78 193.78 193.78
Yellow Book, KFalls 0.00 0.00 68.09 0.00 2,242.17 2,310.26
Yellow Book, Medford 0.00 0.00 0.00 0.00 2,526.46 2,526.46
--------------------------------------------------------------------------------------
22,516.13 31,464.65 26,576.66 24,159.62 202,828.89 15,277.00 322,822.95
19
AGREEMENT FOR SALE AND PURCHASE OF BUSINESS ASSETS
DATED _________________, 2003
SCHEDULE 4.1
Form of Noncompetition Agreement
Noncompetition Agreement (4 pages)
NONCOMPETITION AGREEMENT
DATE: __________________, 2003
PARTIES: PRIME TIME VENTURES LLC ("Buyer")
an Oregon Limited Liability Company
-----------------------------------
-----------------------------------
IVI COMMUNICATIONS, INC. ("Selling Shareholder")
an Corporation
----------------
-----------------------------------
-----------------------------------
AND: INTERNET VENTURES OREGON, INC. ("Seller")
an Oregon Corporation
----------------------------------
----------------------------------
RECITALS:
A. Pursuant to an Agreement for Sale and Purchase of Business Assets
dated __________, 2003 and executed contemporaneously herewith, Seller has
agreed to sell to Buyer and Buyer has agreed to purchase from Seller
substantially all of the assets used in Seller's ISP businesses known as
"InfoStructure" in Ashland, Oregon, "Medford Internet" in Medford, Oregon and
"Klamath Falls Internet" in Klamath Falls, Oregon (hereinafter referred to
collectively as "the ISPs").
B. As a condition to closing the sale, Seller, Selling Shareholder and
Buyer are obligated to enter into this Noncompetition Agreements.
AGREEMENT:
Section 1. NONCOMPETITION COVENANT.
Seller and Selling Shareholder, jointly and severally, hereby covenant
and agree, for the benefit of Buyer, that for a period of two (2) years from
this date, Seller and Selling Shareholder will not, directly or indirectly, and
within Xxxxxxx, Xxxxxxxxx, Klamath, Douglas, Lane, Deschutes, Xxxxxx and
20
AGREEMENT FOR SALE AND PURCHASE OF BUSINESS ASSETS
(1) Engage in, enter into, participate in, or own any interest in
the business of any person, firm, corporation, or other
business organization providing internet services of any type
or nature or any other services or products similar in nature
to the services and products provided by Buyer or which
competes with a business being conducted by Buyer.
(2) Solicit any business whatsoever from any customer of Buyer,
induce or cause any customer of Buyer to cease purchasing any
service or product from Buyer or to terminate or change such
customer's business relationship with Buyer in any manner, or
induce or cause any supplier of Buyer to cease providing or
selling any service or product to Buyer or to terminate or
change such supplier's business relationship with Buyer in any
manner.
(3) Induce or solicit any person who is employed by Buyer, or has
been employed by Buyer at any time during the one-year period
preceding such inducement or solicitation, to leave such
person's employment or other position with Buyer or to accept
any other employment or position or otherwise assist any
person or enterprise in hiring or otherwise engaging such
person.
Section 2. INDIRECT ACTIVITIES.
Seller and/or Selling Shareholder shall be deemed to be indirectly
engaged in a business covered by Section 1(1) of this Agreement if Seller and/or
Selling Shareholder (a) owns an interest in or participates in the management,
operation, or control of any enterprise that is engaged in a business covered by
Section 1(1) of this Agreement, or (b) provides any services for any enterprise
that is engaged in a business covered by Section 1(1) of this Agreement. For
purposes of this Agreement, the term enterprise includes a sole proprietorship,
partnership, limited liability company, corporation, trust, association, or
other form of entity or association.
Section 3. REASONABLENESS OF RESTRICTIONS.
Seller and Selling Shareholder acknowledge that the covenants set forth
in this Agreement do not impose unreasonable restrictions or work a hardship on
Seller and/or Selling Shareholder, are necessary and fundamental to the
protection of the business conducted by Buyer, and are reasonable as to scope,
duration, and territory.
Section 4. CONSIDERATION FOR COVENANT
In consideration of Seller's and Selling Shareholder's covenant
set forth in Section 1, Buyer agrees to pay to Seller a total sum of __________
and 00/100 DOLLARS ($__________), which sum is included as part of the
purchase price under the Agreement for Sale and Purchase of Business
Assets, dated _________________, 2003.
Section 5. ENFORCEMENT
It is recognized that damage in the event of breach of the covenants of
Seller and/or Selling Shareholder would be difficult if not impossible to
ascertain. It is therefore agreed that Buyer, in addition to and without
limiting any other remedy or right that Buyer may at law or in equity, shall be
entitled to a restraining order, temporary and permanent injunctive relief,
specific performance, or other appropriate equitable relief, without showing or
proving that any actual damage has been sustained by Buyer. The period of time
during which Seller and Selling Shareholder are prohibited from engaging in any
activities pursuant to the terms of this Agreement shall be extended by the
length of time during which Seller and/or Selling Shareholder are in breach of
the terms of this Agreement.
21
Section 6. LITIGATION
In the event of any dispute regarding this Agreement, the prevailing
party shall be entitled to recover all reasonable costs incurred in defending
such dispute, including reasonable attorneys' fees, even though suit or action
is not filed, and if suit or action is filed, the prevailing party shall be
entitled, in addition to costs and disbursements provided by statute, such
additional sum as the court may adjudge reasonable as attorneys' fees, in the
trial court, on any appeal, and/or in any bankruptcy proceeding.
Section 7. SEVERABILITY
If any provision of this Agreement is deemed to be illegal or otherwise
void, invalid, or unenforceable, the provision shall be disregarded and the
remainder of this Agreement without that provision shall not be affected and
shall remain in full force and effect.
Section 8. GOVERNING LAW
This Agreement shall be construed and enforced in accordance with and
under the laws of the State of Oregon.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first above written.
SELLER
INTERNET VENTURES OREGON, INC.
an Oregon Corporation
/s/ Xxxx Xxxxxx
------------------------------------
By: Xxxx Xxxxxx, President
"SELLING SHAREHOLDER"
IVI COMMUNICATIONS, INC.
a Nevada corporation
/s/ Xxxx Xxxxxx
------------------------------------
By: Xxxx Xxxxxx, President
"BUYER"
PRIME TIME VENTURES LLC
an Oregon Limited Liability Company
/s/ Xxxx Xxxxxx
------------------------------------
Xxxx Xxxxxx, Member
/s/ Xxxxx Xxxxxx
------------------------------------
Xxxxx Xxxxxx, Member
/s/ Xxxx Xxxx
-------------------------------------
Xxxx Xxxx, Member
22
AGREEMENT FOR SALE AND PURCHASE OF BUSINESS ASSETS
DATED _________________, 2003
SCHEDULE 4.4
Accounts Receivable As of 4/25/03
Total Current 1-30 31-60 61-90 >90
------------------------------------------------------------------------------------
Open $3,099.42 $1,123.57 $1,021.59 $91.89 $79.88 $782.49
Suspended $2,267.66 $135.01 $1,971.50 $109.47 $51.63 $0.05
Closed $870.75 $57.13 $22.28 $516.69 $226.08 $48.57
Collections $462.14 $0.00 $5.09 $25.20 $83.72 $348.13
----------------------------------------------------------------------------------------
$6,699.97 $1,315.71 $3,020.46 $743.25 $441.31 $1,179.24
23
AGREEMENT FOR SALE AND PURCHASE OF BUSINESS ASSETS
DATED _________________, 2003
SCHEDULE 6.84
Employee List
Name Position
Xxxx Xxxxxxx Regional Ops Mgr
Xxxx Xxx Systems Admin
Xxxxx Xxxxxx Assist Support Mgr
Xxxx Xxxx Assist Support Mgr
Xxxx Xxxxx Support Tech
Xxxx Xxxx Support Tech
Xxxxxxx Xxxxxxxx Support Tech
Xxxxx Xxxxx Billing & Sales Rep
Xxxx Xxxxxxx Billing & Sales Rep
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