EXHIBIT 2.6
LITIGATION RESOURCES OF AMERICA-MIDWEST, INC.
0000 Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
August 15, 1997
Xx. Xxxxxx Xxxxx
Rocca Reporting Service
00 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Re: Purchase of Assets of Rocca Reporting Service
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Dear Xx. Xxxxx:
This letter agreement (this "Agreement") will evidence the agreement
between XXXXXX XXXXX, an individual residing in the State of Illinois (the
"Seller") doing business as a sole proprietor under the name "ROCCA REPORTING
SERVICE" (the "Business"),and LITIGATION RESOURCES OF AMERICA-MIDWEST, INC., an
Illinois corporation (the "Purchaser") whose address is 0000 Xxxxxx, Xxxxx 000,
Xxxxxxx, Xxxxx 00000, with respect to the sale by the Seller to the Purchaser of
the Assets, as hereinafter defined. Seller and Purchaser are sometimes
hereinafter referred to collectively as the "Parties" and individually as a
"Party." The Parties hereby agree as follows:
1. Purchase and Sale of the Assets. Seller hereby grants, sells,
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conveys, assigns and delivers, and Purchaser hereby purchases, effective as of
the close of business on the date set forth above, the following assets of
Seller used in the Business (collectively, the "Assets"):(a) all of the office
furniture, fixtures, equipment and office supplies of Seller, including the
personal property of Seller set forth on Exhibit A attached hereto and
incorporated herein by reference; (b) all of Seller's goodwill, customer,
client, supplier and vendor lists, and other general intangibles; (c) the right
to the exclusive use of the name "Rocca Reporting Service," and all variations
thereof, (d) Seller's current telephone number; (e) the lease agreement dated
September 1, 1996, executed by Xxxx-Xxxxxxx Management, as lessor, and Seller,
as lessee, covering Seller's offices at the address set forth above, expiring
August 31, 1997; and (f) the other leases set forth on Exhibit B. Seller shall
retain all of its accounts receivable and accounts payable, and, except for the
obligations of Seller under the agreements set forth in Subsections 1(e) and
1(f) above (collectively, the "Assumed Agreements"), Purchaser is not assuming
any indebtedness or other duty, liability or obligation of Seller in connection
herewith. Contemporaneously with the execution of this Agreement, (a) Purchaser
and Seller shall enter into an Employment Agreement which shall be in form and
content acceptable to the Parties, and (b) Seller shall (i) deliver duly
executed releases or termination statements with respect to all liens covering
the Assets, and (ii) pay all of Seller's outstanding liabilities and
obligations, all of which are set forth by creditor and amount as of the date
hereof and all of Seller's accounts, on Exhibit C. Seller shall from time to
time after the date hereof, without further consideration, execute and deliver
such other instruments of transfer, conveyance and assignment, and shall take
such other action as Purchaser may reasonably request, to more effectively
transfer, convey and assign to and vest in Purchaser, and to put Purchaser in
actual possession and control of, each of the Assets.
2. Purchase Price; Assumption. In consideration for the sale of the
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Assets and Seller's performance hereunder, and for services to be performed by
the Seller under the Employment Agreement, Purchaser is (a) paying Seller
Forty-Five Thousand Dollars ($45,000), and (b) hereby assuming Seller's
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liabilities under the Assumed Agreements. The Parties hereby acknowledge and
agree that except for the Assumed Agreements, Purchaser shall not assume, and
Purchaser is not agreeing to pay or discharge, any debt, contract, commitment,
obligation or liability of Seller, whether now existing or arising in the
future.
3. Representations and Warranties of Seller. Seller represents and
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warrants to Purchaser as follows: (a) Seller founded the Business on January 1,
1994, has conducted the Business under the name "Rocca Reporting Service"
continuously since such date as a sole proprietorship, has held title to the
Assets as sole owner since such date or the date Seller first acquired them for
the Business, and has all requisite power and authority to execute, deliver and
perform this Agreement without the consent or approval of any third party
(except for those consents which have been obtained and delivered to Purchaser);
(b) on the date hereof, the Seller has and is transferring to the Purchaser,
good and marketable title to all of the Assets, free and clear of any security
interests, liens, pledges, encumbrances or other adverse claims; (c) Seller is
not in default under any of the Assumed Agreements; (d) the Assets are in good
operating condition and repair, ordinary wear and tear excepted; (e) Seller has
complied in all material respects with all applicable federal, state, and local
laws with respect to the ownership of its properties and the conduct of its
business, (f) neither the execution, delivery nor performance of this Agreement
by Seller will result in a violation or breach of, nor constitute a default or
accelerate the performance under, any indenture, security agreement, pledge,
lease, conditional sales contract or other contract or agreement to which the
Seller is a party or by which she or the Assets are bound; (g) there are no
claims, suits, or other proceedings or investigations pending or threatened
against or affecting Seller or any of the Assets before or by any court or other
governmental agency or authority; (h) Seller has filed all tax returns and paid
all taxes owed by Seller on or before the date such returns or payments were
due, and all such returns were true, complete and correct in all material
respects; (i) Seller has no information, and is not aware of any facts,
indicating that any clients of Seller's business intend not to do business with
Purchaser, or to do materially less business with Purchaser than they did
previously with Seller; (j) Seller will use her best efforts to maintain
Seller's existing clients; (k) all creditors of Seller have been fully paid, and
Purchaser need not take any action, or send any notice in order to comply with
the bulk sales laws of Illinois in order to prevent the Assets from being
subject to the claims of any creditors of the Seller; (l) Seller has not
granted, and will not grant, to any third party the right to use, and will not
use, the name "Rocca Reporting Service" or any similar name, for any business
purpose.
4. Representations and Warranties of the Purchaser. Purchaser
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represents and warrants to Seller as follows: (a) Purchaser is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Illinois and has all requisite power and authority to carry on its
business as now conducted, and to execute, deliver and perform this Agreement
without the consent or approval of any third party; and (b) the execution,
delivery and performance of this Agreement by Purchaser have been duly
authorized by the Board of Directors of Purchaser, and no further corporate
action is necessary on the part of Purchaser to make this Agreement valid and
binding upon Purchaser and enforceable in accordance with its terms.
5. Indemnification of Purchaser. Seller hereby agrees to indemnify,
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defend and hold harmless Purchaser and its successors and assigns against any
loss, damage, liability, claim, cost or expense (including reasonable attorneys'
fees) which are based upon or arise out of (i) any claim made against Purchaser
in respect of any liabilities or obligations of Seller or events or conditions
existing or occurring with respect to Seller or the Assets on or before the date
first set forth above, (ii) any breach or default in the performance by Seller
of any covenant or agreement of Seller contained in this Agreement, (iii) any
breach of warranty or inaccurate or erroneous representation made by Seller
herein or in any agreement delivered by or on behalf of Seller in connection
herewith, or (iv) any and all actions, suits, proceedings, claims, demands,
judgments, costs and expenses incident to any of the foregoing.
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6. Indemnification of Seller. Purchaser shall indemnify and hold
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harmless Seller and her successors and assigns against any loss, damage,
liability, claim, cost or expense (including reasonable attorneys' fees) which
are based upon or arise out of (i) any claim made against Seller in respect of
any liabilities or obligations of Purchaser or events or conditions existing or
occurring with respect to the Assets after the date hereof, (ii) any breach or
default in the performance by Purchaser of any covenant or agreement of
Purchaser contained in this Agreement, (iii) any breach of warranty or
inaccurate or erroneous representation made by Purchaser herein or in any
agreement delivered by or on behalf of Purchaser pursuant hereto, or (iv) any
and all actions, suits, proceedings, claims, demands, judgments, costs and
expenses incident to any of the foregoing.
7. Miscellaneous.
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(a) Successors Bound; Amendment; Entire Agreement. This
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Agreement shall be binding upon and inure to the benefit of the Parties and
their respective successors and assigns. This Agreement may be amended only by
an instrument in writing executed by all of the Parties. This Agreement and the
documents referred to herein constitute the entire agreement of the Parties, and
supersede all prior understandings with respect to the subject matter hereof and
thereof.
(b) Notices. All notices, consents, demands or other
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communications required or permitted to be given pursuant to this Agreement
shall be deemed sufficiently given when delivered personally, or three (3)
business days after posting thereof by United States first-class, registered or
certified mail, return receipt requested, with postage and fees prepaid and
addressed to the appropriate Party at her or its address set forth below.
IN WITNESS WHEREOF, this Agreement has been duly executed in multiple
counterparts (each of which shall be an original and all of which together shall
constitute one and the same instrument) and delivered by the Parties effective
as of the close of business on the date first set forth above.
LITIGATION RESOURCES OF AMERICA-MIDWEST, INC.
By:/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, President and CEO
AGREED TO AND ACCEPTED EFFECTIVE as of the close of business
on the date first set forth above.
/s/ Xxxxxx Xxxxx
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XXXXXX XXXXX, a sole proprietor doing
business as Rocca Reporting Service
Exhibit A - Personal Property
Exhibit B - Existing Leases
Exhibit C - Liabilities
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Exhibit A
ASSETS
Partners Plus Phone System
(includes 7 phones)
City of Chicago License $ 000
Xxxxx Xxxx Insurance Policy $ 150 per year
Quicken Software $ 50
Discovery ZX Software $ 120
(3 conversions)
FZ Xxxx Software $1000
Canon personal copier $ 500
Xxxxx-Xxxxxx typewriter $ 150
Sharp fax machine $ 150
microwave oven $ 100
refrigerator $ 150
5 Desks $2000
credenza and 2 hutches $1000
3 bookcases $ 300
2 filing cabinets $ 210
7 chairs $ 750
Reference books $2000
lunch table and 2 chairs $ 50
binders $ 500
Miscellaneous $1542
Exhibit B
Existing Leases
AT&T Partner Plus Phone System $ 92.10 per month
Pitney Xxxxx (Postage meter) $ 114.00 every three months
Xxxx-Xxxxxxx (rent) $1279.79 per month plus elec.
Xxxxxxxx-Xxxxxxx (water bottle) $ 10.34 per month
ProNet (pager) $ 24.28 per month
Exhibit C
Liabilities
First Chicago Credit Line $1000.00
RPM $ 219.24
Pengad $ 285.00
Court Reporters (services incurred to date) $9500.00
Existing Accounts
Federal Express
American Express corporate card
Checking account
Record Copy Service
Purchase Power (postage)
RPM
Pengad
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