EXHIBIT (JJ) - XXXX/XXXXX ACQUISITION AGREEMENT
BUSINESS ACQUISITION AGREEMENT
This Business Acquisition Agreement (the "Agreement") is made and entered
into by and among Xxxxx Xxxx, individually and Xx Xxxxx, individually,
(individually referred to as "Xxxx" and "Xxxxx" or collectively as
"Xxxx/Xxxxx"), Golden Eagle Group Inc. ("GEGI"), a Delaware corporation and
XXXXX America, Inc. d/b/a DAHER Golden Eagle ("DGE"), a Delaware corporation.
The Agreement shall be effective as of July 16, 1996 ("Effective Date").
WHEREAS, GEGI is in the business of freight forwarding and desires to
increase profits and return on investment for the benefit of the corporation and
its stockholders;
WHEREAS, Xxxx/Xxxxx control freight forwarding and related business and
desire to maximize the value of this business, and individually wish to be
employed by DGE upon the terms and conditions hereinafter set forth;
WHEREAS, DGE desires to employ Xxxx and Xxxxx upon the terms and
conditions hereinafter set forth;
WHEREAS, Xxxx and Xxxxx represent that they will split the share and
option benefits granted hereunder on a fifty/fifty basis as to each other;
NOW, THEREFORE, in consideration of these premises and the conditions and
agreements herein contained, intending to be legally bound hereby, the parties
agree as follows:
ARTICLE I
TRANSFER AND PURCHASE
1.1 AGREEMENT TO TRANSFER BUSINESS. Xxxx/Ready agree to transfer to GEGI
all business under their current and future control, including but not limited
to those customers listed in Schedule 1.1 attached hereto (the "Xxxx/Xxxxx
Customers"). Said customer list shall be updated from time to time after the
execution of this Agreement as new Xxxx/Xxxxx customers are brought to GEGI.
1.2 EFFECTIVE DATE. The parties agree that transactions to be contemplated
hereby shall be consummated as of the Effective Date.
1.3 AGREEMENT TO PROVIDE SHARE OPTIONS AND COMMON STOCK. GEGI agrees to
deliver to Xxxx and Xxxxx 110,000 non-qualified share options to purchase GEGI
common stock (the "Non-Qualified Share Options") to be earned and transferred in
accordance with Section 1.3.1 below, and 120,000 shares of GEGI common stock
(the "Common Stock") to be earned and transferred in accordance with Section
1.3.2 below.
1.3.1 NON-QUALIFIED SHARE OPTIONS. The Non-Qualified Share Options
will be the closing price of GEGI common stock on July 16, 1996 which was
$3.50.
1.3.1.1 RELEASE SCHEDULE FOR ESCROW OPTIONS. The Non-Qualified
Share Options will be released to Xxxx and Xxxxx according to the
following terms:
(a) Xxxx/Xxxxx shall have achieved for GEGI by fiscal
year-end 1996 a total of $250,000.00 annualized net pre-tax
profit from Xxxx/Xxxxx Customers. Upon
achievement of these results, 50% of the Non-Qualified Share
Options will be released to Xxxx/Xxxxx.
(b) Xxxx/Xxxxx shall have achieved for GEGI by the
one-year anniversary of the execution of this Agreement a
total of $500,000.00 annualized net pre-tax profit from
Xxxx/Xxxxx Customers. Upon achievement of these results, the
balance of the Non-Qualified Share Options not issued under
1.3.1.2(a) will be released to Xxxx/Xxxxx.
(c) Should the results required in 1.3.1.2(a) and (b)
above not be achieved, Xxxx/Xxxxx will receive a prorata
amount of Non-Qualified Shares based on the actual net pre-tax
profits from Xxxx/Xxxxx in proportion to the above stated
requirements.
(d) If, after Closing, control of more than 50% of
outstanding GEGI stock shall become vested in a party not a
record owner of GEGI stock at the Closing Date or there shall
be a change in the current President/CEO ("Change of
Control"), thereby materially affecting the ability for
Xxxx/Xxxxx to achieve the requirements outlined in 1.3.1.1(a)
and 1.3.1.1(b), the rights to the Escrow Options and Shares
shall be vested in Xxxx/Xxxxx as follows:
(1) If the Change of Control takes place within
three (3) months after the Effective Date then 25% of
the Escrow Options and Shares shall vest.
(2) If the Change of Control takes place after
three (3) months but before six (6) months after the
Effective Date then 50% of the Escrow Options and Shares
shall vest.
(3) If the Change of Control takes place after six
(6) months but before nine (9) months after the
Effective Date then 75% of the Escrow Options and Shares
shall vest.
(4) If the Change of Control takes place after
nine (9) months but before one (1) year after the
Effective Date, then 100% of the Escrow Options and
Shares shall vest.
1.3.2 COMMON STOCK. The shares of Common Stock shall be issued to
Xxxx and Xxxxx as of the Effecive Date and held in escrow according to the
Escrow Agreement signed contemporaneously with this Agreement.
1.3.2.1 RELEASE SCHEDULE FOR SHARES OF COMMON STOCK. The
Common Stock will be released from escrow to Xxxx and Xxxxx
according to the following terms:
(a) Xxxx/Xxxxx shall have achieved for GEGI by fiscal
year-end 1996 a total of $250,000 annualized net pre-tax
profit from Xxxx/Xxxxx Customers. Upon achievement of these
results, 50% of the Common Stock will be released from escrow
to Xxxx/Xxxxx.
(b) Xxxx/Xxxxx shall have achieved for GEGI by the
one-year anniversary of the execution of this Agreement a
total of $500,000.00 annualized net pre-tax profit from
Xxxx/Xxxxx Customers. Upon achievement of these results, the
balance of the Common Stock not issued under 1.3.2.1(a) will
be released from escrow to Xxxx/Xxxxx.
(c) Should the results required in 1.3.2.1(a) and
1.3.2.1(b) not be achieved, Xxxx/Xxxxx will achieve a pro-rata
amount of shares based on the actual net pre-tax profits from
Xxxx/Xxxxx in proportion to the above stated requirements.
(d) The terms of 1.3.1.2(d) above regarding Change of
Control shall also apply to the release of the escrowed
shares, as outlined above.
1.3.2.2 The Common Stock may not be assigned, pledged or
hypothecated in any manner, except by will or the laws of descent
and distribution, without the prior
written consent of Grantor, such consent not to be unreasonably
withheld; provided, however, that the Common Stock shall not be
otherwise assignable by operation of law, and shall not be subject
to execution, attachment or similar processes. If Xxxx or Xxxxx
should die while employed by DAHER Golden Eagle ("DGE"), its
affiliates, subsidiaries or successors, a portion of the Common
Stock will be released to his estate from the escrow account
depending upon his length of service. If he has been with the
company up to three (3) months, then twenty-five (25%) percent will
be released; if six (6) months, then fifty (50%); if nine (9)
months, then seventy-five (75%) percent; and any time employed after
nine (9) months, then one hundred (100%) percent of the escrowed
Common Stock would be released. Any other attempt at assignment,
transfer, pledge, hypothecation or other disposition of the Common
Stock contrary to the provisions hereof, and the levy of any
execution, attachment or similar process upon the Common Stock shall
be null and void.
1.4 EMPLOYEES
(a) DGE shall extend offers of employment, upon terms acceptable to DGE in
its discretion, to certain of new employees formerly associated with Xxxx/Xxxxx.
The determination of which employees will be offered employment shall be at the
sole discretion of the President and CEO of DGE.
(b) It is expressly understood and agreed that DGE's agreement to extend
offers of employment to the individuals referred to in Section 1.3(a) shall not
constitute any contract, commitment or understanding (express or implied) on the
part of DGE to establish or to continue any employment relationship with any of
such individuals for any fixed term or duration or on any specific terms or
conditions (including salary and benefits) other than those which DGE in its
sole discretion, may establish, and any such employment by any of such
individuals with the DGE after the Closing shall be "at will" and may be
terminated by the DGE at any time.
ARTICLE II
EMPLOYMENT
2.1 TITLES AND COMPENSATION. Xxxx and Xxxxx will become employees of DGE
and, in addition to such other consideration referred to herein, will be paid a
salary of $125,000.00 per year with a $750.00 per month car allowance. Xxxx and
Xxxxx will be reimbursed for all reasonable expenses associated with their
employment for DGE. Xxxx will be titled Senior Vice President - Sales and
Marketing; Xxxxx will be titled Senior Vice President - Operations.
2.2 AGREEMENT TO PROVIDE INCENTIVE COMPENSATION.
(a) In addition to any other compensation outlined herein, so long as
Xxxx/Xxxxx are employed by GEGI, GEGI will pay Xxxx/Xxxxx, (on a 50%/50% basis)
a bonus (the "Bonus"), if warranted and subject to Section 2.2(b) on each fiscal
year of 1997-2000, based on the following equations:
(i) 12.5% X A = B
(ii) B/3 = C
(iii) B X 2/3 = D
(iv) D/E = F
Where:
A= With respect to the 1997 Bonus, the net, pre-tax profit for GEGI's
fiscal year 1996 produced from Xxxx/Xxxxx Customers in excess of
$250,000.
With respect to the 1998 Bonus, Calculated Profit of GEGI for GEGI's
fiscal year 1997 in excess of $2,250,000. "Calculated Profit" means
the net, pre-tax profit of GEGI less all net, pretax profit
generated by GEGI allocated to companies, businesses, or assets
purchased after the Closing.
With respect to the 1999 bonus, Calculated Profit of GEGI for GEGI's
fiscal year 1998 in excess of $2,500,000.
With respect to the 2000 bonus, Calculated Profit of GEGI for GEGI's
fiscal year 1999 in excess of $2,750,000.
E= the market price of the GEGI stock on NASDAQ the day before the date
of determination.
(b)
(i) The Bonus, if any, as contemplated above will be paid on each fiscal
year of 1997-2000. The Bonus will be constituted of: (A) the number of U.S.
Dollars equal to "C" as derived in Section 2.2(a) and (B) the number of Stock
Options equal to "F" as derived in Section 2.2(a), each such option having an
exercise price equal to "E" as derived in Section 2.2(a).
(ii) Notwithstanding Section 2.2(b)(i), GEGI, in its sole discretion, may
pay the bonus all in Stock Options or in cash, in accordance with the formulas
in Section 2.2(a).
(c) All net, pre-tax profit calculations outlined in 2.2(a) and (b) above
shall be exclusive of those generated by any acquisitions by GEGI taking place
after the Effective Date. Such calculations will also be exclusive of any
adjustment for goodwill and/or net operating losses.
(d) If Xxxx/Xxxxx are still employed by the Company, for fiscal year 2000
and beyond, they will be entitled to participate in executive compensation
incentive plans commensurate with similarly situated executives in GEGI.
2.3 NO EMPLOYMENT TERM. Xxxx and Xxxxx will have no employment term and
are hired as employees terminable "at will." Should Xxxx and Xxxxx resign
voluntarily or be terminated for any reason, the Company's sole obligation shall
be to pay them for compensation and other incentives earned through the date of
termination or resignation
2.4 RELOCATION. As a condition of employment, Xxxxx will relocate to
Houston by a date to be mutually agreed upon. Xxxxx will be reimbursed by GEGI
for his reasonable expenses of relocating to Houston. Xxxx will be assigned to
the Dallas-Fort Worth office of DGE, and, therefore will not relocate.
2.5 EMPLOYEE BENEFITS. Xxxx and Xxxxx shall be entitled to participate in
all employee benefit plans from time to time made available to the employees of
DGE and other such fringe benefits as are provided to the other senior
management of DGE.
2.6 VACATION. Xxxx and Xxxxx shall be entitled to three (3) weeks of
vacation annually, during which time their compensation will be paid in full.
Unused vacation time will not accrue from year-to-year.
ARTICLE III
CLOSING; ITEMS TO BE DELIVERED
3.1 Items to Be Delivered by the Parties. Upon execution of this Agreement
and subject to the terms and conditions herein contained:
(a) GEGI will deliver to Xxxx/Xxxxx the following:
(1) Escrow Agreement - Contemporaneously with the execution of
this Agreement, the parties hereto will execute the Escrow Agreement
governing the specific terms under which the items delivered to
escrow herein will be administered.
(2) Option Agreements - Contemporaneously with the execution
of this Agreement, the parties hereto will execute the Option
Agreements governing the specific terms under which the
Non-Qualified Stock Options herein will be administered.
(b) Xxxx/Xxxxx will deliver to GEGI the following:
(i) Escrow Agreement - to be executed at Closing as
contemplated under 3.1(a)(1) above.
ARTICLE IV
REPRESENTATION AND WARRANTIES
4.1 REPRESENTATIONS AND WARRANTIES OF XXXX/XXXXX - Xxxx and Xxxxx severally
represent and warrant to GEGI as follows:
4.1.1 AUTHORIZATION; ENFORCEABLE OBLIGATIONS
Xxxx and Xxxxx have the authority and legal right to execute, deliver and
perform this Agreement. This Agreement constitutes, legal, valid and binding
obligations of the Xxxx and Xxxxx enforceable against the Xxxx and Xxxxx in
accordance with their respective terms, except as may be limited by bankruptcy,
insolvency and other similar laws affecting creditors' rights generally and by
general equity principles.
4.1.2 LITIGATION
To the best of their knowledge there is no litigation, arbitration,
investigation or other proceeding in or before any court, arbitrator or
governmental or regulatory official, body or authority pending or threatened
against Xxxx or Xxxxx or any of the business or transactions contemplated by
this Agreement, nor do Xxxx and Xxxxx know or have reasonable grounds to know of
any basis for any such litigation, arbitration, investigation or proceeding.
Xxxx and Xxxxx are not a party to or subject to the provisions of any judgment,
order, writ, injunction, decree or award of any court, arbitrator or
governmental or regulatory official, body or authority which would affect the
transactions contemplated hereby.
4.1.3 COMPLIANCE WITH LAW
To the best of their knowledge, Xxxx and Xxxxx have complied with each,
and AREis not in violation of, any law, rule or regulation to which they or
their business, operations, assets or properties is subject and have not failed
to obtain or to adhere to the requirements of any license, permit or
authorization necessary to conduct its business, which noncompliance, violation
or failure to obtain or adhere might adversely affect their business,
operations, prospects or condition (financial or otherwise).
4.2 REPRESENTATIONS AND WARRANTIES OF GEGI AND DGE - GEGI and DGE hereby
represent and warrant to Xxxx/Xxxxx as follows:
4.2.1 CORPORATE EXISTENCE
GEGI and DGE are each corporations duly organized, validly existing and in
good standing under the laws of the State of Delaware.
4.2.2 CORPORATE POWER AND AUTHORIZATION
Both GEGI and DGE have the corporate power, authority and legal right to
execute, deliver and perform this Agreement. The execution, delivery and
performance of this Agreement has been duly authorized by all necessary
corporate action. This Agreement has been duly executed and delivered by GEGI
and DGE and constitutes the legal, valid and binding obligation of the
respective corporations enforceable against it in accordance with its terms,
except as may be limited by bankruptcy, insolvency and other similar laws
affecting creditors' rights generally and by general equity principles.
4.2.3 VALIDITY OF CONTEMPLATED TRANSACTIONS, ETC.
The execution, delivery and performance of this Agreement does not
contravene or violate (a) any existing law, rule or regulation to which GEGI or
DGE is subject, (b) any judgment, order, writ, injunction, decree or award of
any court, arbitrator or governmental or regulatory official, body or authority
which is applicable to GEGI or DGE, or (c) the charter documents or By-Laws of
the respective corporations or any securities issued by it; nor will such
execution, delivery or performance violate, be in conflict with or result in the
breach (with or without the giving of notice or lapse of time, or both) of any
term, condition or provision of, or require the consent of any other
party to, any mortgage, indenture, agreement, contract, commitment, lease or
plan or other instrument, document or understanding, oral or written, to which
GEGI or DGE is a party or by which either is otherwise bound. No authorization,
approval or consent of, and no registration or filing with, any governmental or
regulatory official, body or authority is required in connection with the
execution, delivery and performance of this Agreement by GEGI or DGE.
4.3 SURVIVAL OF REPRESENTATIONS AND WARRANTIES
All representations, warranties, covenants and agreements made by the
parties in this Agreement or in any certificate, schedule, statement, document
or instrument furnished hereunder or in connection with negotiations, execution
and performance of this Agreement shall survive the Closing for a period of two
(2) years. Notwithstanding any investigation or audit conducted before or after
the Closing Date or the decision of any party to complete the Closing, each
party shall be entitled to rely upon the representations, warranties, covenants
and agreements set forth herein and therein.
ARTICLE V
CONDITIONS PRECEDENT TO THE CLOSING
5.1 CONDITIONS PRECEDENT TO GEGI AND DGE'S OBLIGATIONS. All obligations of GEGI
and DGE under this Agreement are subject to the fulfillment or satisfaction,
prior to or at the Effective Date, of each of the following conditions
precedent:
5.1.1 PERFORMANCE BY XXXX/XXXXX. Xxxx/Xxxxx shall have performed and complied
with all agreements and conditions required by this Agreement to be performed or
complied with by him prior to or at the Effective Date.
5.1.2 APPROVAL OF COUNSEL. All actions, proceedings, resolutions, instruments
and documents required to carry out this Agreement or incidental hereto and all
other related legal matters shall have been approved on the Effective Date Date
by counsel for GEGI and DGE, in the exercise of their reasonable judgment.
5.2 CONDITIONS PRECEDENT TO THE XXXX/XXXXX'X OBLIGATIONS. All obligations of
Xxxx/Xxxxx under this Agreement are subject to the fulfillment or satisfaction,
prior to or at the Effective Date of, each of the following conditions
precedent:
5.2.1. PERFORMANCE BY THE GEGI AND DGE. GEGI and DGE shall have performed and
complied with all agreements and conditions required by this Agreement to be
performed or complied with by it prior to or at the Effective Date.
5.2.2 APPROVAL OF COUNSEL; CORPORATE MATTERS. All actions, proceedings,
resolutions, instruments and documents required to carry out this Agreement or
incidental hereto and all other related legal matters shall have been approved
on the Effective Date, counsel for Xxxx/Xxxxx, in the exercise of their
reasonable judgment.
ARTICLE VI
INDEMNIFICATION
6.1 XXXX/XXXXX'X GENERAL INDEMNIFICATION OBLIGATION. From and after the
Effective Date, Xxxx/Xxxxx shall reimburse, indemnify and hold harmless GEGI and
DGE, its shareholders, directors, officers, successors and assigns from and
against any and all liability arising out of their capacity as an employee of
any company Xxxx/Xxxxx has been associated with prior to coming to work for DGE.
6.2 OTHER RIGHTS AND REMEDIES NOT AFFECTED. The indemnification rights of the
parties under this Article VI are independent of and in addition to such rights
and remedies as the parties may have at law or in equity or otherwise for any
misrepresentation, breach of warranty or failure to fulfill any agreement or
covenant hereunder on the part of the other party, including without limitation
the right so seek specific performance, rescission or restitution, none of which
rights or remedies shall be affected or diminished hereby.
ARTICLE VII
MISCELLANEOUS
7.1 EXTENT OF SERVICE CONFLICT. Xxxx and Xxxxx agree to use their best efforts
to carry out his duties and responsibilities under this Agreement and to devote
their necessary time, energy and attention thereto during normal working hours
and such overtime as is necessary to carry out the Company's instructions. Xxxx
and Xxxxx agree not to work either on a part time or independent contracting
basis for any other business or enterprise operating in the same or similar
business as the Company during their employment term without first obtaining the
prior written consent of the President and CEO of DGE. The parties recognize
Xxxx'x ownership interest in Amertranz Worldwide B.V., a Belgian company.
7.2 CONFIDENTIALITY. During the term of this Agreement, Xxxx/Xxxxx may receive
confidential information of a technical or commercial nature relative to
Company's products, services, technology and business operations; Xxxx/Xxxxx
shall hold any and all such information in trust and shall not use said
information for any reason other than as provided for by this Agreement for the
sole and exclusive benefit of the Company. Xxxx/Xxxxx shall not divulge any such
information to a third-party without the prior written consent of the Company.
It is expressly agreed that these provisions shall survive the termination of
the Agreement.
7.3 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REFERENCE TO
THE PRINCIPLES OF CONFLICTS OF LAW APPLICABLE IN THAT OR ANY OTHER JURISDICTION.
7.4 ARBITRATION. The parties agree that any and all disputes arising under or
related to this Agreement shall be referred to the American Arbitration
Association for resolution according to its commercial rules of arbitration.
Venue for such arbitration shall be Houston, Texas.
7.5 NO BENEFIT TO OTHERS. The representations, warranties, covenants and
agreements contained in this Agreement are for the sole benefit of the parties
hereto and, their successors and assigns, and they shall not be construed as
conferring any rights on any other person.
7.6 EXPENSES. The parties hereto shall pay their own expenses incidental to the
preparation of this Agreement, the carrying out of the provisions of this
Agreement and the consummation of the transactions contemplated hereby. DGE
agrees to pay to Xxxxxxx & Xxxxx, P.C. up to $5,000.00 in legal fees on this
transaction.
7.7 CONTENTS OF AGREEMENT; PARTIES IN INTEREST, ETC. This Agreement as well as
the Escrow Agreement and Stock Option Agreement sets forth the entire
understanding of the parties hereto with respect to the transactions
contemplated hereby. It shall not be amended or modified except by written
instrument duly executed by each of the parties hereto. Any and all previous
agreements and understandings between or among the parties regarding the subject
matter hereof, whether written or oral, are superseded by this Agreement.
7.8 ASSIGNMENT AND BINDING EFFECT. All of the terms and provisions of this
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the successors and assigns of the Parties.
7.9 WAIVER. Any term or provision of this Agreement may be waived at any time by
the party or parties entitled to the benefit thereof by a written instrument
duly executed by such party or parties.
7.10 NOTICES. Any notice, request, demand, waiver, consent, approval or other
communication which is required or permitted hereunder shall be in writing and
shall be deemed given only if delivered personally or sent by fax or by
registered or certified mail, postage prepaid, or by overnight courier service,
as follows:
If to DGE, to:
DAHER Golden Eagle
000 Xxxxxxxxx Xxxxx
Xxxxxx, Xxxxx 00000
Attn: Xxxxxxx Xxxxxx
With required copies to:
Stibbs, Xxxxxxx & Xxxxxxx, P.C.
00000 Xxxxxx'x Xxxx Xxxx, Xxxxx 000
Xxx Xxxxxxxxx, Xxxxx 00000
Attn: Xxxx X. Xxxxxx, Xx. and Xxxx X. Xxxxxx
If to GEGI, to:
Golden Eagle Group, Inc.
000 Xxxxxxxxx Xxxxx
Xxxxxx, Xxxxx 00000
Attn: Xxxxxxx Xxxxxx
With required copies to:
Stibbs, Xxxxxxx & Xxxxxxx, P.C.
00000 Xxxxxx'x Xxxx Xxxx, Xxxxx 000
Xxx Xxxxxxxxx, Xxxxx 00000
Attn: Xxxx X. Xxxxxx, Xx. and Xxxx X. Xxxxxx
If to Xxxx, to:
Xxxxx X. Xxxx
x/x Xxxxxxx X. Xxxx
Xxxxxxx & Xxxxx, X.X.
0000 Bank One Tower
000 Xxxxxxxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
If to Xxxxx to:
Xxxxxx Xxxxx
x/x Xxxxxxx X. Xxxx
Xxxxxxx & Xxxxx, X.X.
0000 Bank One Tower
000 Xxxxxxxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
With required copies to:
Xxxxxxx X. Xxxx
Xxxxxxx & Xxxxx, P.C.
1800 Bank One Tower
000 Xxxxxxxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
or to such other address as the addressee may have specified in a notice duly
given to the sender as provided herein. Such notice, request, demand, waiver,
consent, approval or other communication will be deemed to have been given as of
the date so delivered, or faxed, or the third day after the date so mailed.
7.11 HEADINGS, GENDER AND "PERSON". All section headings contained in this
Agreement are for convenience of reference only, do not form a part of this
Agreement and shall not affect in any way the meaning or interpretation of this
Agreement. Words used herein, regardless of the number and gender specifically
used, shall be deemed and construed to include any other number, singular or
plural, and any other gender, masculine, feminine or neuter, as the context
requires. Any reference to a "person" herein shall include an individual, firm,
corporation, partnership, trust, governmental authority or body, association,
unincorporated organization or any other entity.
7.12 SCHEDULES AND EXHIBITS. All Exhibits and Schedules referred to herein are
intended to be and hereby are specifically made a part of this Agreement.
7.13 SEVERABILITY. Any provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall be ineffective to the extent of such
invalidity or unenforceability without invalidating or rendering unenforceable
the remaining provisions hereof, and any such invalidity or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.
7.14 COUNTERPARTS. This Agreement may be executed in any number of counterparts
and any party hereto may execute any such counterpart, each of which when
executed and delivered shall be deemed to be an original and all of which
counterparts taken together shall constitute but one and the same instrument.
This Agreement shall become binding when one or more counterparts taken together
shall have been executed and delivered by the parties. It shall not be necessary
in making proof of this Agreement or any counterpart hereof to produce or
account of any of the other counterparts.
IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement on
the date written in the opening paragraph hereof.
GOLDEN EAGLE GROUP, INC.
By:/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
President and CEO
XXXXX America, Inc. d/b/a
DAHER Golden Eagle
By:/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
President and CEO
/s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
