Exhibit 10.1
PURCHASE, SECURITY AND REMARKETING AGREEMENT
THIS AGREEMENT, dated the 7th day of February, 1997 by and between LEASING
TECHNOLOGIES INTERNATIONAL, INC. ("Buyer"), a Delaware corporation with a
principal place of business at 0000 Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000 and
HELPMATE ROBOTICS INC. ("Seller"), a Connecticut corporation with a principal
place of business at Shelter Xxxx Xxxx, Xxxxxxx, Xxxxxxxxxxx 00000,
WITNESSETH
WHEREAS, Seller manufactures, rents, owns and markets trackless, robotic
couriers and courier systems consisting of a HelpMate robot, backpack, two
extended coverage radios, one elevator interface and communication devices
(hereafter a "Courier" or the "Couriers"), as more particularly described on
Exhibit A annexed hereto; and
WHEREAS, Seller rents Couriers to the hospitals (the "Users") listed on
Schedules 1--A and 1--B pursuant to rental agreements (the "User Agreements")
between each User and Seller; and
WHEREAS, Buyer wishes to purchase from Seller fifteen Couriers listed on
Schedule 1--A (hereafter the Couriers listed on Schedule 1--A are referred to as
the "Equipment") subject to the User Agreements pertaining to the Equipment, and
to lease the Equipment to Seller pursuant to the Master Lease (as hereafter
defined) between Buyer, as lessor and Seller, as lessee; and
WHEREAS, Seller wishes to (a) sell the Equipment to, and lease the Equipment
back from Buyer, and (b) assign all of its right, title and interest in the User
Agreements listed on Schedule 1--A and the User Agreements (and in the Couriers
subject thereto) listed on Schedule 1--B to Buyer as security for the
obligations arising under the Master Lease (the User Agreements set forth on
Schedule 1--B are hereafter referred to as the "Collateral User Agreements" and
the Couriers set forth on Schedule 1--B are hereafter referred to as the
"Collateral Equipment"), subject to the terms and conditions hereof;
NOW THEREFORE, the parties hereto do hereby agree as follows:
1. SALE AND PURCHASE OF EQUIPMENT.
Seller agrees to sell and Buyer agrees to purchase from Seller, the
Equipment listed on Schedule 1-- A, annexed hereto. Title to the Equipment shall
be conveyed by Seller to Buyer in accordance with the terms and conditions of
this Agreement.
2. PURCHASE PRICE.
The purchase price ("Purchase Price") of the Equipment is $1,230,000, plus
sales tax, if applicable, based upon the purchase of 15 Couriers at a purchase
price per Courier of $82,000, which amount Buyer agrees to pay to Seller in full
on or before February 7, 1997 (the "Closing Date"), or on such later date as
Buyer and Seller may agree. Upon receipt of the Purchase Price in full, Seller
shall deliver to Buyer a Xxxx of Sale in the form of Exhibit B, annexed hereto,
accurately describing the Equipment and warranting title thereto, and that each
item thereof is free of liens, claims, or encumbrances (other than the User
Agreement pertaining to the Equipment). Buyer may offset the Retained Amount (as
defined in Section 7) against the Purchase Price.
3. DELIVERY.
Buyer shall accept delivery of the Equipment at the respective sites of
installation set forth in the applicable User Agreements, as of the Closing
Date.
4. LEASE.
On the Closing Date, immediately after consummation of the sale and purchase
contemplated by this Agreement, Seller shall execute and deliver to Buyer an
executed Master Lease Agreement (the "Master Lease") and Schedules 01--05
thereto, pursuant to which Seller shall lease the Equipment from Buyer. The
Master Lease shall be in the form of Exhibit C, annexed hereto; the Schedules
shall be in the form of Exhibit C--1. Seller shall, in addition, deliver to
Buyer, on or prior to the Closing Date, such other documents as Buyer shall
reasonably request relating to the Master Lease, including but not limited to
the following:
(a) Insurance certificates from Seller naming Seller, Buyer, and their
respective successors and assigns as loss payees and additional insureds;
(b) Uniform Commercial Code Financing Statements;
(c) Incumbency certificates;
(d) Tax exemption certificates from each of the Users (if not tax exempt,
Seller or User shall be responsible for tax payments). Notwithstanding the
provisions of this Section 4, tax exemption certificates may be furnished within
45 days of the Closing Date;
(e) Insurance certificates from each of the Users, naming Seller, Buyer and
their respective successors and assigns as loss payees and additional insureds.
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Notwithstanding the provisions of this Section 4, the insurance certificates set
forth in this Section 4(e) may be furnished within 30 days of the Closing Date;
and
(f) Such other documents as Buyer may reasonably request.
5. USER AGREEMENTS.
Seller shall, on the Closing Date, also deliver to Buyer, the following
documents relating to the User Agreements:
(a) Original counterparts of each User Agreement, signed by the Seller and
by the User;
(b) Original acceptance certificates. Notwithstanding any provision in this
Section 5 to the contrary, the original acceptance certificates may be furnished
by Seller within 45 days of the Closing Date;
(c) Uniform Commercial Code Financing Statements, if available;
(d) An assignment, in the form of Exhibit D, assigning all of Seller's
rights with respect to (i) any and all payments due under the User Agreement,
(ii) the enforcement of the User Agreement, (iii) the enforcement of the User's
obligations under the User Agreement (but none of Seller's obligations
thereunder) to Buyer; and
(e) A notice of assignment and payment direction notice to each User, in the
form of Exhibit E with respect to the User Agreements and in the form of Exhibit
E--1 with respect to the Collateral User Agreements, directing payment to the
Lockbox Account (as hereafter defined) of payments due under the User
Agreements.
6. SECURITY.
To secure the prompt and full performance of Seller's obligations under the
Master Lease, Seller hereby grants to Buyer a first priority security interest
in the Collateral Equipment and the Collateral User Agreements (hereafter the
Collateral User Agreements and the Collateral Equipment are sometimes
collectively referred to as the "Collateral"). Seller agrees to deliver to
Buyer, on or prior to the Closing Date, any Uniform Commercial Code Financing
Statements and amendments and all other agreements, documents, and instruments
reasonably requested by Buyer to perfect and maintain Buyer's security interest
in the Collateral.
If (i) a default occurs with respect to any Collateral Equipment which is
not cured within any applicable grace or cure period contained in the applicable
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User Agreement or (ii) the Collateral Equipment is destroyed, damaged or sold
without Buyer's prior written consent (such default or such damage, destruction
or sale hereafter sometimes referred to as a "Substitution Event"), then Buyer
may, within forty-five days after the occurrence of such Substitution Event (or
within forty-five days after Seller becomes aware that such Substitution Event
has occurred), require Seller to substitute another Courier and User Agreement
for the Collateral Equipment and Collateral User Agreement then in default. Such
substitute Courier and applicable User Agreement shall then serve as security
for the Seller's obligations in accordance with the provisions of this
Agreement. Seller shall furnish to Buyer such documents as may be reasonably
requested by Buyer to effectuate such substitution.
7. BILLING; PAYMENTS; REPORTS.
(a) So long as Seller as Seller is not in default under this Agreement or
under the Master Lease, Seller shall continue to invoice the Users in accordance
with the terms and conditions of the User Agreements and of the Collateral User
Agreements; provided however, that (i) all invoices shall, on and after the
Closing Date, direct payment to a lockbox account (the "Lockbox Account") to be
established at a depository institution selected by Buyer, (ii) Seller shall
simultaneously send a copy of each invoice to Buyer and (iii) Buyer shall have
the right, upon prior notice to Seller, to invoice the Users in the event of a
default under this Agreement. Seller shall cooperate with Buyer and with such
depository institution in connection with the creation of the Lockbox Account.
To the extent that, notwithstanding the payment direction set forth in the
preceding sentence, any payments pertaining to the User Agreements are received
by Seller after the date of this Agreement, such payments shall be held by
Seller for the benefit of Buyer and shall be immediately paid by Seller to
Buyer.
(b) Subject to the next succeeding sentence, all payments received in the
Lockbox Account shall be applied against the Monthly Rent due from Seller to
Buyer pursuant to the Master Lease. Not later than the fifteenth (15th) day of
each month beginning with the month of March, 1997, provided that Seller is not
in default of its obligations under the Master Lease, Buyer shall remit to
Seller at the address set forth above (a) any amounts generated by the User
Leases in excess of $50,000 (the "Retained Amount") and (b) any sales taxes paid
pertaining to the User Agreements paid the Users to the Lockbox Account. In
addition to the security provided by the Collateral Equipment and the Collateral
User Agreements, the Retained Amount shall secure the obligations arising under
this Agreement and under the Master Lease Agreement, including but not limited
to any obligations of Seller relating to property or sales taxes, insurance or
the qualification by Seller to do business as a foreign corporation in any state
where the Equipment or Collateral Equipment is located. The balance of the
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Retained Amount shall be returned by Buyer to Seller upon the expiration of the
Initial Term of the Master Lease, provided Seller is not in default thereunder.
(c) Buyer shall, on the first and fifteenth day of each month, furnish
Seller with a report of payments received in the Lockbox Account, such report to
set forth the appropriate Seller invoice, name of payor, payor customer account
number, payor's check number and the amount of payment. So long as Seller is not
in default under this Agreement or under the Master Lease, Buyer shall not
contact any User with respect to any payments due under a User Lease until such
payment is more than thirty (30) days past due.
8. REMARKETING; REFURBISHMENT; SUBSTITUTION.
(a) So long as (a) Buyer owns the Equipment or (b) seven years from the date
hereof, whichever occurs first, Seller shall, on a priority basis, maximize the
revenue produced by the Equipment by remarketing the Equipment, whether by sale,
rental or lease to the User, or to a third party. In connection therewith,
Seller shall remarket the Equipment at Seller's expense, on a priority basis,
such that the Equipment shall be sold, leased or rented prior to the sale,
rental or lease of other Couriers or similar equipment sold, rented or leased by
Seller. Seller shall keep Buyer reasonably informed of the status of its
remarketing efforts. No remarketing arrangement shall be consummated without the
prior written consent of Buyer, which shall not be unreasonably withheld or
delayed.
(b) Until the earlier of the date that (i) the Equipment is no longer
revenue generating or (ii) seven years from the date of this Agreement, any
Equipment which is not renewed or purchased by the User shall, at Buyer's
request, be refurbished at Seller's expense (to a commercially acceptable
standard).
(c) If during the period beginning on the date of this Agreement and ending
twelve months thereafter, any Equipment or Collateral Equipment is purchased by
the User thereof, Seller may (provided Seller is not in default under this
Agreement), at its option, either (i) promptly remit to Buyer the proceeds of
such sale or (ii) substitute, with Buyer's written consent (which consent shall
not be unreasonably withheld or delayed) a Courier of equal or greater value and
a User Agreement with respect to such substitute Courier with a User whose
credit is equal to or better than the User that purchased the Courier.
(d) So long as Seller is not in default under this Agreement or under the
Master Lease, if any Equipment is sold in accordance with the provisions of this
Agreement, Buyer shall release its security interest in a like item of
Collateral Equipment selected by Buyer promptly after Buyer's receipt of the
proceeds of sale from such Equipment.
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9. RESIDUALS.
After Buyer has received, from the Monthly Rentals generated by the Master
Lease (or from the proceeds generated by the sale, lease, loss, damage or other
involuntary conversion of the Equipment), the Purchase Price of the Equipment
(together with any unreimbursed expenses incurred by Buyer as a result of a
default by Seller in the performance of its obligations under this Agreement,
the Master Lease, the User Agreements or the User Collateral Agreements), plus
interest thereon calculated at the rate of 1 1/2% per month, proceeds from
remarketing by sale, lease or rental (the "Remarketing Proceeds") derived from
the Equipment shall be allocated as follows:
(a) Buyer shall be entitled to 25% of Remarketing Proceeds, and Seller shall
be entitled to 75% of Remarketing Proceeds, until Seller has received from such
proceeds, $372,032.00; and
(b) thereafter, Remarketing Proceeds shall be shared equally between Buyer
and Seller.
All Remarketing Proceeds, unless otherwise agreed upon by Buyer, shall be
remitted to the Lockbox Account. Buyer shall, upon receipt and clearance of such
proceeds, promptly pay Seller's appropriate share of Remarketing Proceeds to
Seller.
10. BUYER'S REPRESENTATIONS AND WARRANTIES.
Buyer represents and warrants as follows:
(a) Buyer is a duly organized and validly existing corporation in good
standing under the laws of the State of Delaware.
(b) Buyer has the authority to execute and deliver this agreement and other
documents required thereunder. This Agreement will, on delivery, constitute the
valid and binding obligation of Buyer, enforceable in accordance with its terms,
subject to any bankruptcy, insolvency or similar laws affecting the rights of
creditors generally, and to judicial interpretation.
(c) The execution and delivery of this Agreement and the consummation of the
transactions contemplated thereunder will not result in any breach of or
constitute a default under any agreement to which Buyer is a party, nor will it
violate the certificate of incorporation or any by-law of Buyer.
11. SELLER'S REPRESENTATIONS AND WARRANTIES.
(a) Seller is a duly organized and validly existing Corporation in good
standing under the laws of the State of Connecticut.
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(b) Seller has the authority to execute and deliver this Agreement and the
other documents contemplated thereunder. This Agreement will, on execution and
delivery, constitute the valid and binding obligation of Seller, enforceable in
accordance with its terms, subject to any bankruptcy, insolvency or similar laws
affecting the rights of creditors generally, and to judicial interpretation.
(c) The execution and delivery of this Agreement and the consummation of the
transactions contemplated thereunder will not result in any breach of or
constitute a default under any agreement to which Buyer is a party, nor will it
violate the certificate of incorporation or any by-law of Buyer.
(d) With respect to each User Agreement and Collateral User Agreement, and
the Equipment and Collateral Equipment subject thereto, Seller represents and
warrants as follows:
(i) To the best of Seller's knowledge, each User Agreement represents
the valid and binding obligation of the User thereunder, enforceable in
accordance with its terms, subject to any bankruptcy, insolvency or similar
laws affecting the rights of creditors generally and may not be terminated or
cancelled except as specifically set forth therein;
(ii) Except as set forth on Schedule 2, the User is not in default of
its obligations under the applicable User Lease;
(iii) The Rent and Term of each User Agreement are as set forth on
Schedule 2, annexed hereto;
(iv) Seller has no knowledge of any material adverse change in the
User's financial condition;
(v) All material documents (or true and correct copies thereof)
pertaining to the use, operation and maintenance of the Equipment have been
delivered to Buyer;
(vi) Except as set forth on Schedule 2, the User Agreements have not
been modified or amended;
(vii) Seller shall maintain (or cause to be maintained) "all risk"
property insurance and public liability insurance policies covering the
Equipment and the Collateral Equipment. The "all risk" property insurance and
the public liability insurance shall be in such amounts as are reasonably
acceptable to Buyer. Buyer, its successors and assigns shall be named as
additional insureds and loss payees on such policies, which shall be written
by an insurance company of recognized responsibility which is reasonably
acceptable to Owner;
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(viii) Seller shall during the Term of this Agreement, maintain (or
cause to be maintained) the Equipment and the Collateral Equipment, at no
expense to Buyer, keep the Equipment and the Collateral Equipment in good
working order and condition and make all necessary adjustments, repairs and
replacements; and
(ix) No User Agreement shall be modified, amended or terminated or any
defaults declared or remedies exercised without, in each case, obtaining the
prior written approval of Buyer (or Buyer's assignee) which approval shall
not be unreasonably withheld or delayed.
12. NOTIFICATIONS; INDEMNIFICATIONS.
(a) So long as Buyer owns Equipment or has a security interest in the
Collateral Equipment (hereafter the Equipment and the Collateral Equipment are
sometimes referred to as the "Owner Equipment"), Seller shall notify Buyer of:
(1) Any change in the location of the Owner Equipment, and in connection
therewith, will furnish to Buyer, at the end of each calendar quarter, a current
listing of the Owner Equipment identified by serial number and location
(including street address);
(2) To the extent known to Seller, the details of each accident resulting
in personal injury, or damage to the Owner Equipment or other property
arising out of the alleged or apparent improper manufacture, function or
operation of any of the Owner Equipment, stating the time, place, extent and
nature of the accident and damage;
(3) The receipt of any and all correspondence, papers, notices, documents
and process whatsoever at any time received by Seller in connection with any
claim or demand involving or related to improper manufacture, function or
operation of any of the Owner Equipment or alleging Buyer or Seller with
liability therefor;
(4) The filing of any tax lien against any of the Owner Equipment
specifying the location and serial number of the items involved; and
(5) The termination, cancellation, default or violation
of any of the provisions of a User Agreement by any User of the Owner Equipment
and/or any adverse credit information with respect to such User, of which Seller
is aware.
(b) Seller hereby agrees to indemnify Buyer against and hold Buyer harmless
from any and all loss, cost, liability or expense, including attorney's fees
arising or incurred whether or not this Agreement is
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terminated because of or in connection with:
(1) The claim of any person, corporation or firm engaged by the Seller
for fees, charges, commissions or other compensation for services rendered
with respect to this Agreement or the transactions contemplated under this
Agreement as broker, salesman, finder or otherwise;
(2) Any claim with respect to the Owner Equipment, including but not
limited to the improper manufacture, operation, function or other inadequacy
of the Owner Equipment, any deficiency or defect therein or any injury or
damage which may have been caused by the Owner Equipment; or
(3) Any misrepresentation or breach of warranty from Seller to Buyer
contained in this Agreement.
(c) Buyer hereby agrees to indemnify Seller against and hold Buyer harmless
from any and all loss, cost, liability or expense, including attorney's fees
arising or incurred whether or not this Agreement is terminated because of or in
connection with:
(1) The claim of any person, corporation or firm engaged by the
Buyer for fees, charges, commissions, or other compensation for services
rendered with respect to this Agreement or the transactions contemplated under
this Agreement as broker, salesman, finder or otherwise; or
(2) Any misrepresentation or breach of warranty from Buyer to Seller
contained in this Agreement.
With respect to any expenditure by Buyer hereunder for which Buyer is
entitled to reimbursement, Seller shall pay interest at the rate of 1 1/2% per
month, or the highest lawful contract rate, whichever is less, from the date of
expenditure until the date of reimbursement.
13. EXCLUSIVITY.
(a) Seller acknowledges that Buyer has and will be incurring expenses,
making financial and other commitments and providing information and expertise
to Seller to enable Seller to engage in the program hereunder. Accordingly,
until Seller has offered at least $5 million of Couriers subject to rental
agreements to Buyer in accordance with the provisions of the "1996/1997 Vendor
Marketing Program", among Buyer, Seller and Neptune Technology Leasing Corp.,
Seller shall not offer any rental agreements with respect to Couriers to any
other leasing or finance company or other entity to finance equipment during the
term hereof, it being understood and agreed by Seller that Buyer shall be
Seller's exclusive source for lease financing during the term of this Agreement.
(b) Further, for the three year period beginning on the date of this
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Agreement, Seller shall not offer any lease agreements with respect to its
Couriers to any other leasing or finance company or other entity to finance
Couriers. For purposes of this Section, a lease agreement shall be defined as an
agreement for the lease of equipment which is not cancelable by lessor or lessee
(except in the event of default) for at least a two year period.
(c) Thereafter, for the term of this Agreement with respect to the financing
of any leases or rentals, Buyer shall have the right of first refusal with
respect to the financing of any Couriers or other equipment subject to lease
agreements or rental agreements, such right to be exercisable as follows: If, at
any time during the term of this Agreement (but after the requirements of
Sections 13 (a) and 13 (b) have been satisfied), Seller receives a bona fide
offer to finance any Couriers subject to lease agreements or rental agreements
from another entity (the "First Offeror"), Seller shall furnish to Buyer a
notice describing in detail the terms and conditions of such financing. Buyer
shall have the right to provide such financing in accordance with the terms and
conditions of the offer, which right Buyer must exercise by giving Seller notice
(the "Offer Notice") within ten (10) business days after Buyer receives Seller's
notice. If Buyer fails to provide such financing in accordance with the terms
and conditions of the Offer Notice, Seller shall have the right to obtain such
financing from the First Offeror; provided however, that if the terms and
conditions of the First Offeror's financing thereafter vary from that first
specified, Buyer shall have the right to match such revised offer in accordance
with the provisions of this Section.
14. PATENTS, COPYRIGHTS, TRADE SECRETS.
Seller shall defend, at its own expense, any action brought against Buyer to
the extent that such action is based on a claim that the Equipment sold by
Seller to Buyer infringes a patent, copyright, trade secret or license, and
Seller shall pay any costs and damages awarded against Buyer in any such
action which are attributable to any such claim, with such defense and
payments conditioned upon the following: (i) Seller shall be notified
promptly in writing by or on behalf of Buyer of any notice of such claim;
(ii) Seller shall have sole control of the defense of any such action on such
claim and all negotiations for its settlement or compromise, utilizing
counsel reasonably acceptable to Buyer; (iii) should the Equipment become, or
in Seller's reasonable opinion be likely to become, the subject of a claim of
infringement of a patent, copyright, trade secret or license, then Buyer,
subject to the rights of the User as provided for in the applicable User
Agreement, shall permit Seller, at its option and expense, either to procure
for Buyer and User the right to continue using the Equipment, or replace or
modify the same (without altering the capability, operation, marketability or
value thereof) so that the Equipment becomes noninfringing, or pay Buyer an
amount equal to its unamortized investment therein with interest thereon at
the rate of 18% per annum plus Buyer's share of any projected residual value
for such Equipment.
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15. ASSIGNMENT
(a) Buyer shall have the right to assign, or grant a security interest with
respect to, any or all of its interests under this Agreement, and/or the
Equipment, the Master Lease (in accordance with the terms thereof) and any
Schedules thereunder, the Collateral Equipment, the User Agreements and the
Collateral User Agreements to one or more banks, other lending institutions or
financing companies (hereinafter the "Secured Party"), Seller acknowledges that
the Secured Party will, be acting in reliance upon and entitled to the benefits
of this Section 15. Accordingly, Seller hereby agrees that Buyer may assign,
pledge, transfer or otherwise grant a security interest in any and all of
Buyer's rights and interests in and to the Equipment, the User Leases, the
Collateral Equipment or the Collateral User Leases upon notice to, but without
the consent of, Seller.
(b) In the event of the assignment, pledge, transfer, disposition or grant
of a security interest as set forth in Section 15(a), Seller shall, after due
notice thereof, (i) promptly pay to the Secured Party when due, any payments due
under this Agreement or under the Master Lease; (ii) furnish such documents as
may reasonably be requested by the Secured Party in connection with such
assignment, pledge, transfer, disposition or granting of security interest; and
(iii) not require the Secured Party to perform any of Buyer's obligations
hereunder or under the Master Lease. Notwithstanding such assignment, pledge,
transfer, disposition or grant of a security interest as set forth in this
Section, Buyer shall remain liable for the performance of its obligations
hereunder and under the Master Lease.
(c) Seller shall not, without Buyer's prior written consent, assign, pledge,
transfer, dispose of or grant any security or other interest in, any rights or
interests that Seller may have pursuant to this Agreement, nor shall Seller
permit, without such consent, any of the Equipment or Collateral Equipment to be
used by or made subject to any claim of any party other than a User pursuant to
a User Agreement or otherwise in accordance with this Agreement.
16. TERM.
The term of this Agreement shall commence on the date of this Agreement and
shall end (unless otherwise terminated in accordance with the provisions of this
Agreement) on (a) the date that all of the Equipment has been sold or is no
longer generating revenue or (b) ten years from the date hereof, whichever event
occurs later.
17. BOOKS AND RECORDS; INSPECTION
(a) So long as this Agreement is in effect, Seller shall maintain books and
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records pertaining to the Equipment, Collateral Equipment, User Agreements and
the Collateral User Agreements and its business in such detail, form and scope
as Buyer shall reasonably require. If at any time, Seller is no longer acting as
remarketing agent for Buyer with respect to the Equipment, Seller shall promptly
deliver to Buyer all such books and records relating to the items set forth in
the preceding sentence.
(b) Seller shall permit Buyer, or Buyer's representatives to enter
Seller's premises and those of any User (to the extent that Seller is able to
do so) at any time during normal business hours upon at least 48 hours notice
for the purpose of inspecting the Equipment or Seller's books and records or
those of a User. All employees, accountants, and other agents engaged by
Seller at any time while this Agreement is in effect are hereby irrevocably
authorized and directed to exhibit and/or permit Buyer to make abstracts from
any of Seller's books and records pertaining to the Equipment, the Users or
this Agreement.
18. DEFAULT. The following events shall constitute defaults by Seller:
(a) Any failure by Seller to observe or perform any of its obligations
hereunder which failure continues for ten (10) days after written notice from
Buyer to Seller or any default under any other agreement between Seller and
Buyer which continues beyond any applicable cure period;
(b) The breach of any representation or warranty made by Seller to Buyer
herein, provided such breach is not cured to Buyer's satisfaction within fifteen
(15) days after written notice from Buyer to Seller of such breach;
(c) Seller's failure, within fifteen (15) days after Buyer's request, to
furnish any information Seller is required to furnish under this Agreement or
any other agreement with Buyer, or to permit the inspection of Seller's books
and records;
(d) The issuance of any injunction or attachment against Seller which shall
not have been vacated, bonded or otherwise ceased to continue in effect within
thirty (30) days after the date of entry thereof;
(e) The termination of the operation of Seller's present business, the sale
of all or substantially all of Seller's assets, or the acquisition of Seller
(including a merger in the nature of an acquisition) by any other entity without
Buyer's prior written consent;
(f) The filing by or against Seller of any petition under any provision of
any Federal or State bankruptcy laws; provided however, that if Seller notifies
Buyer promptly after the filing any involuntary petition, that Seller intends in
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good faith to contest such petition, such filing shall not be deemed to be a
default hereunder unless Seller fails, within fifteen (15) days after the filing
of such petition, to file with the appropriate court such documents as may be
reasonably calculated to result in the dismissal or withdrawal of such petition,
or, if such documents are filed, such petition is not dismissed, withdrawn or
otherwise eliminated within sixty (60) days after the filing of such petition.
In the event of a default pursuant to the provisions of Sections 18 (a)
through 18 (f), Buyer shall have the right, on three days written notice to
Seller, to terminate this Agreement and all rights of Seller thereunder and to
pursue such other legal remedies as may be appropriate.
In the event of a breach by Buyer of its obligations hereunder, which breach
is not cured by Buyer within fifteen (15) days after written notice thereof from
Seller, Seller shall have the right, upon twenty (20) days written notice to
terminate this Agreement, and to pursue such other legal remedies as may be
appropriate.
19. MISCELLANEOUS.
(a) The terms and conditions herein contained constitute the entire
agreement between the parties with respect to the subject matter hereof, except
to the extent other agreements are referred to herein or contemplated hereby,
and supersede all previous communications whether oral or written between Buyer
and Seller with respect to such subject matter, and no agreement or
understanding varying or extending any rights or obligations hereunder of either
party shall be binding unless in writing and signed by a duly authorized officer
or representative of the party against which such variance is sought to be
enforced.
(b) Any notices given under this Agreement shall be in writing and deemed
given when sent by overnight courier or by certified mail, return receipt
requested, to the addressees of the parties set forth at the beginning of this
Agreement, unless changed by notice as provided in this section.
(c) No waiver by either party of any of the terms and conditions of this
Agreement shall be effective unless such waiver is signed and in writing.
(d) This Agreement may be executed in one or more counterparts and each of
such counterparts shall for all purposes be deemed to be an original, but all
such counterparts shall together constitute but one and the same instrument.
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(e) This Agreement shall be governed by and construed in accordance with the
laws of the State of Connecticut.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
LEASING TECHNOLOGIES INTERNATIONAL, INC.
BUYER
By _______________________________
Title
HELPMATE ROBOTICS INC.
SELLER
By________________________________
Title
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