Exhibit 2.5
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (this "AGREEMENT") is made this 16th day
of April, 2003, by and between Kroll Background America Inc., a Tennessee
corporation ("PARENT"), and Accufacts Pre-Employment Screening, Inc., a Delaware
corporation (the "COMPANY").
WHEREAS, Parent, the Company and Accufacts Acquisition Corp., a
Delaware corporation and wholly-owned subsidiary of Parent ("MERGER SUB" and
together with Parent and the Company, the "PARTIES"), are parties to that
certain Agreement and Plan of Merger, dated as of November 20, 2002, as modified
by Extension of Agreement and Plan of Merger, dated as of February 27, 2003 (the
"MERGER Agreement") pursuant to which the Parties intend to effect a merger of
Merger Sub with and into the Company in accordance with the terms thereof and
the General Corporation Law of the State of Delaware; and
WHEREAS, Parent and the Company have mutually agreed that it is in
the best interest of each of the Parties to terminate the Merger Agreement; and
WHEREAS, Parent and the Company wish by mutual consent to terminate
the Merger Agreement as set forth herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, Parent and the Company hereby agree as follows:
1. TERMINATION. Pursuant to Section 10.1(a) of the Merger Agreement,
Parent and the Company hereby agree to terminate the Merger Agreement by mutual
consent, effective as of the date hereof and agree that the Merger Agreement
shall be of no further force and effect.
2. GOVERNING LAW. This Agreement shall be governed by, construed in
accordance with, the laws of the State of New York (without regard to conflict
of laws provisions).
3. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Agreement as of the date first above written.
KROLL BACKGROUND AMERICA INC.
By: /s/ _______________________________
Name:
Title:
ACCUFACTS PRE-EMPLOYMENT SCREENING, INC.
By: /S/ _______________________________
Name:
Title:
