(iii) Asset Exchange Agreement between
Global Online Xxxxxxxx.Xxx, Inc.
and International Trade Exchange, Ltd
dated March 12, 1999.
ASSET EXCHANGE AGREEMENT
THIS AGREEMENT, ("Agreement"), is made and entered into as of the 12th day of
March 1999, by and between
Global Online Exchange One, Inc. ("Purchaser") a corporation being
formed under the laws of the State of Florida as a wholly owned subsidiary of
xxx.xXXXxxx.xxx, Inc. ("BIZN"); and
International Trade Exchange Ltd., d.b.a International Credit
Reserve Exchange, Ltd. a.k.a. ICRE Ltd., a corporation organized and existing
under the laws of the State of Missouri ("Seller").
WHEREAS,
The parties hereto having completed appropriate due diligence investigation of
each other, the Purchaser desires to acquire and Seller desires to assign and
transfer all or substantially all assets of Seller presently used in the
operation of the business conducted by Seller, upon the terms and subject to the
conditions set forth herein.
ACCORDINGLY, THE PARTIES MUTUALLY AGREE AS FOLLOWS:
ARTICLE 1
Acquisition and Exchange
Section 1.1 Assignment and Transfer of Assets. Seller hereby agrees to sell, and
Purchaser hereby agrees to purchase, all of the assets, property, rights,
interests and business of Seller of every kind and description, tangible or
intangible, and whether or not carried or reflected in the books and records of
Seller, listed in the operation of the Business; except for the assets and
property described in Section 1.2 below. Said acquisition shall be in the form
of an exchange of assets of Seller for stock to be acquired by BIZN pursuant to
Section 361, subsection (a)(2)(C) of the Internal Revenue Code. The assets and
property to be acquired hereunder (collectively, the "Purchased Assets")
include, but are not limited to, the following:
(A) All machinery, equipment (including office equipment), tools, furniture,
leasehold improvements and all other personal property owned by Seller, and used
in connection with the Business, including, but not limited to those items
listed or referenced in Exhibit A attached hereto and incorporated herein
(collectively, the Fixed Assets), together with any expressed or implied
warranties by the manufacturers or sellers of any item or component part thereof
an all
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maintenance records, brochures, catalogues an other documents relating thereto
or to the installation or functioning thereof which are now in or may hereafter
come into the possession of Seller.
(b) All of Sellers right, title and interest in and to all assets, agreements,
personal property, leases, licenses and commitments relating to the operation of
the Business;
(c) All business records, customer and supplier lists, mailing lists, payroll
and personnel records, formulae, specifications, reports, data, notes,
correspondence, files and other documents in the possession of Seller relating
to the operation of the Business, excluding only the corporate records and
minute books of Seller;
(d) All accounts receivable;
(e) All prepaid expenses, including but not limited to prepaid rent, prepaid
utilities and prepaid insurance premiums for coverage of the Purchased Assets
and for coverage of general liability for the operation of the Business;
(f) Any and all goodwill of Seller;
(g) All the Sellers rights, title and interest in the trade name International
Trade Exchange, Ltd., and d.b.a ICRE, Ltd. And all the Sellers rights, title and
interest in the service xxxx, ICRE, Inc., and registered with the Secretary of
State of the Sate of Missouri, as represented by Certificate of Registration No.
_____________________).
(h) All inventory and other personal property held for sale or consumption in
the Business, including inventory on order or in transit to the enterprise
(collectively the "Inventory") and;
(j) All computer software used in the operation of the Business.
Section 1.2 Excluded Assets. Anything in this Agreement to the contrary
notwithstanding, Seller is retaining title to, and possession of Sellers rights,
title and the interest in or to, or under, anyof the following assets and
property (collectively, the "Excluded Assets");
(a) All refunds either in income or other taxes;
(b) All insurance contracts on the l8ives of the officers of Seller, and the
cash value of such policies, if any; and
(c) All Sellers causes of action, judgments, claims, demands and rights of
whatever nature against third parties arising out of or relating to events prior
to the Closing Date.
The parties agree that the Excluded Assets are insubstantial as compared to the
Acquired Assets.
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Section 1.3 Acquisition Price. The acquisitionprice payable to the Seller by the
Purchaser in consideration for the Purchased Assets shall be seventy five
thousand shares (75,000) of Common Stock to be issued by BIZN subject to the
transfer restrictions under the Securities Act of 1933, as amended, the "Act".
Purchaser shll pay the acquisition price to Seller as follows:
(a) Shares to be issued at Closing. Seventy Five Thousand (75,000) shares of
BIZN's Common Stock. Such shares shall be issued subject to tthe restrictions
upon their resale or transfer as required under the provisions of the "Act". The
public offering or other transfer of such shares may only be made if same are
subsequently the subject of an effective registration under the Act or are
otherwise exempt from such registration requirements pursuant to an applicable
provision of the Act or specific rules or regulations promulgated thereunder.
Absent such registration or othe provision providing an exemption, the shares
may be sold or transferred pursuant to Rule 230,144. The aforesaid shares shall
be issued to W. Xxxxx Xxxxxxx or designee, 0000 Xxxxxx Xxxx, Xxxxx 000, Xx.
Xxxxx, XX 00000 pursuant to the Seller's Plan of Liquidation (hereinafter
described) to be adopted contemporaneously with Closing; and by also
(b) Assumption of Certain Liabilities. As further consideration for the
Purchased Assets, at the Closing, Purchaser shall agree to pay, perform and
discharge, when due, the executory liabilities and commitments included in or
pertaining to the Purchased Assets, but only to the extent as reflected in
Seller's balance sheets of 12/31/98; and excluding:
Consequential damages arising out of any breach by Seller, at any
time, of any such contract, agreement, lease, license, or commitment; and
Non-contractual liabilities, claims or obligations arising out of or
related to Sellers operation of the Business prior to the Closing Date;
Any liability of Seller for Federal, State or local income and
franchise taxed applicable to operations prior to the Closing Date, and for
sales tax and any penalties, interest, fees or assessments in connection
therewith;
Any liability for commitments relating to the employment, relocation
or terminations of any employees of Seller;
Any matter required to be disclosed in response to Sellers
representations and warranties set forth in Article 2, but not so disclosed;
Liabilities or obligations in respect of previous sales of the
assets of Seller outside of the ordinary course of business;
Obligations or expenses of Seller in connection with the
transactions contemplated hereby, including, without limitation, legal and
accounting fees and expenses and brokerage commissions or fees then due; and
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Liabilities imposed upon Seller as a result of litigation pending
against Seller as of Closing Date.
ARTICLE 2
Representations and Warranties of Seller and Purchaser
Section 2.1 Representations and Warranties of Seller. Seller hereby represents
and warrants to purchaser as follows:
(a) Organization. Seller is a corporation duly organized, validly existing and
in good standing under the laws of the State of Florida, with all requisite
corporate power and authority to carry on the Business as now being conducted,
and to own, operate, lease and utilize the assets, properties and business of
Seller, including the Business.
(b) Authority. Seller has the legal power and authority to enter into and
perform this Agreement and the transactions contemplated by this Agreement. The
execution , delivery and performance of this Agreement by Seller and the
transactions contemplated by this Agreement have been duly and validly approved
and authorized by all necessary corporate and shareholder action of Seller;
(c) Personal Property Leases. Seller enjoys peaceful and undisturbed possession
under all leases of personal property. To the best of Sellers knowledge, all
such leases are valid and effective in accordance with their respective terms
and no default with respect to such leases has occurred.
(d) Title to Personal Property. Seller has good and marketable title to all of
the Purchased Assets and other personal property conveyed hereunder (including
owned personal property that is not reflected on the Seller's balance sheet as a
result of being fully amortized or not required to be reflected thereto in
accordance with generally accepted accounting principles, and all such personal
property is held by Seller free of all liens, encumbrances, security interests
and charges.
(e) Compliance with Applicable Laws. The Seller has complied with all laws,
regulations and orders applicable to the Business. The Business is not in
default with respect to any order, writ, injunction or decree of any court or
any court or Federal, State or other Governmental authority or agency. The
Business as now operated does not violate any rule, ordinance, restrictive
covenant, administrative regulation, environmental law or regulation, or any
other provision of law.
(f) Taxes. The Seller has filed all Federal, State and local tax returns,
listings and reports required by law to be filed by it with respect to the
operation of the Business, and has paid or shall pay on the closing date all
taxes which are due pursuant to such returns, listing and reports.
(g) Actions Pending. There are no actions, suits or proceedings pending or, to
the knowledge of Seller, threatened against or affecting the Business at law or
in equity, or before any
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governmental or public office, agency or authority which involve the possibility
of any liability or which may result in any adverse change in the operation or
ownership of the Business or the Purchased Assets.
(h) Condition of Leased Premises. The premises currently leased by Seller for
the operation of the Business (the :"Leased Premises") which premises are more
fully described in Exhibit C, and all mechanical systems and equipment serving
the premises are in good and operable condition.
( ) Brokers. Seller and Purchaser agree that there was no broker or finder who
brought about the subject transaction. Each party agrees to indemnify and hold
harmless the other in the event of a third party claim.
(j) Condition of Fixed Assets. All Fixed Assets conveyed hereunder are in good
and operable condition, normal wear and tear excepted.
(k) Absence of Conflicts and Consent Requirements. Seller's execution and
delivery of this Agreement and performance of its obligations hereunder,
including the sale of the business and the Purchased Assets hereunder, do not
(i) conflict with or violate Sellers Articles of Incorporation or Bylaws; (ii)
violate or, alone or with others or the passage of time, result in the material
breach or termination of, or otherwise give an contracting party the right to
terminate or declare a default under, the terms of any written agreement to
which Seller is a party or by which the properties or assets may be bound; or
(iii) violate any judgment, order, decree or to the knowledge of Seller, any
law, statute, regulation or other judicial or governmental restriction to which
Seller is subject.
Licenses, Permits and Compliance With law. Seller holds all
licenses, certificates, permits, franchises and rights from all appropriate
Federal, state or other public authorities necessary for the use of the
Purchased Assets int he operation of the Business, and all such material
licenses, certificates, permits, franchises and rights are set forth in Exhibit
D attached hereto and incorporated herein. Seller is presently conducting the
Business so as to comply with all applicable statutes, ordinances, rules,
regulations and orders of any governmental authority, including but not limited
to any law, ordinance or regulation relating to the handling, storage,
transportation, treatment or disposal of any Hazardous Substance as defined
under the Comprehensive Environmental Recovery Comensation and Liability Act
(CERCLA), 42 U.S.C. 9601 et. Seq., as amended, or any petroleum ro
petroleum-based substance. Further, to its knowledge, Seller is not presently
charged with and Seller is not under governmental investigation with respect to
any actual or alleged violation of any nature, ordinance rule or regulation
affecting the Purchase Assets or the Business.
Section 2.2 Representation and Warranties of Purchaser. Purchaser hereby
represents and warrants to Seller as follows:
(a) Organization. Purchaser is, or will be, a corporation duly organized,
existing and in good standing under the laws of the State of Florida.
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(b) Authority. Purchaser is, or will be, authorized to conduct business in
Florida. Purchaser has, or will have, the legal power and authority to enter
into and perform this Agreement and the transactions contemplated by this
Agreement. The execution, delivery and performance of this Agreement by
Purchaser and the transactions contemplated by this Agreement have been duly and
validly approved and authorized by all necessary corporate action of Purchaser.
Neither the execution and delivery by the Purchaser of this Agreement, nor the
consummation of the transactions contemplated hereby, nor compliance by
Purchaser with any of the provisions hereof will: (i) conflict with or result in
a breach of any provisions of the Articles of Incorporation or Bylaws of
Purchaser, or (ii) violate any order, writ, injunction, decree, statute, rule or
regulation applicable to Purchaser or any of its properties or assets.
(c) Brokers. All negotiations relative to this Agreement and the transactions
contemplated hereby have been carried on by Purchaser in such a manner as not to
give rise, as the result of any motion of Purchaser, to any valid claim against
the Seller for a brokerage commission, finders fee or other such payment.
ARTICLE 3
Closing
Section 3.1 Closing Date. The closing for the consummation of the transaction
contemplated by this Agreement (the Closing) shall take place at the offices of
the Purchaser or by fax or other similar means, on or before March __, 1999.
Section 3.2 Obligations of Seller. At the closing, Seller shall deliver to
Purchaser, as appropriate:
(a) Such warranty deeds, loans, bills of sale, endorsements, assignments, and
other good and sufficient instruments of conveyance and transfer, and such
further assumptions and evidence of conveyance as may be reasonably requested by
Purchaser in form satisfactory to Purchaser and its counsel as shall be
effective to vest, in accordance with the terms of this Agreement, all rights,
title and interest in and to the Purchased Assets and other rights contemplated
by this Agreement;
(b) The books, records and other documents to be acquired by Purchaser pursuant
to Section 1.1(c) hereof;
(c) Copies certified by the Secretary or Assistant Secretary of Seller, of the
approval by the Board of Directors and all shareholders of Seller authorizing
the execution, delivery and performance of this Agreement and all other
agreements, documents and instruments relating hereto and the consummation of
the transactions contemplated hereby.
Section 3.3 Obligations of Purchaser. At the closing, Purchaser shall deliver to
Seller as payment of the acquisition price, certificate(s) representing the
75,000 shares of BIZN's Common
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Stock as herein above described fully paid, nonassessable and only issued
pursuant to the order of the Board of Directors of BIZN.
ARTICLE 4
Covenants of Seller
Seller agrees and covenants with Purchaser as follows:
Section 4.1 Conduct of the Business. Except as otherwise agreed to in writing by
purchaser, Seller shall conduct the Business only in the ordinary course and
shall take no action that should interfere with or prevent performance of this
Agreement, Seller agrees that, unless Purchaser agrees in writing until the
Closing Date:
(a) Preservation of the Business. Without purporting to make any commitment on
behalf of Purchase, Seller shall exercise all reasonable efforts to (i) preserve
intact the present business organization and personnel of Seller; (ii) preserve
the present relationship of Seller with all persons having business dealings
with Seller; (iii) preserve and maintain in force all licenses, permits,
registrations, franchisers and other similar rights applicable in the Business;
and (iv) comply with all laws applicable to the conduct of the Business;
(b) Maintenance of the Purchased Assets. The Purchased Assets shall be
maintained in good repair, order and condition, reasonable wear and tear
excepted;
(c) Employment Agreements. Seller shall not enter into any employment or
consulting agreements or terminate any employee of the Business without prior
notice to the Purchaser.
(d) Insurance. The Seller shall maintain in full force insurance covering loss
or damage to the property conveyed hereunder and general liability coverage for
operation of the Business, and shall take all actions necessary to preserve all
rights under such insurance.
(e) Books and Records. Seller shall maintain complete and accurate books,
accounts and records for the Business in the usual, regular and ordinary manner,
and on a basis consistent with prior years;
(f) Compensation. Seller shall not: (i) increase the compensation payable to any
personnel of Seller except in the ordinary course of business and in accordance
with usual and customary compensation practices; or (ii) introduce any pension
of profit-sharing plan or any other employee benefit arrangement affecting the
Business.
(g) Accuracy of Representations and Warranties. Seller shall not take any action
that would render any representation or warranty made herein by Seller untrue in
any material respect as of the Closing Date.
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Section 4.2 Notice of Breach or Failure of Conditions. Seller will give notice
promptly to Purchaser of the occurrence of any event or the failure of any event
to occur that would preclude the satisfaction of any conditions contained
herein.
Section 4.3 Further Assurances. Seller shall promptly execute and deliver such
instruments and take such actions as Purchaser reasonably may request in order
to effect the transactions contemplated by this Agreement and to satisfy each of
the conditions set forth in Article 6 of this Agreement.
Section 4.4 Best Efforts of Seller to Obtain Consents. Seller shall use its best
efforts to obtain promptly all consents and authorizations of third parties, to
make all filings, and to give all notices to third parties which may be
necessary and reasonably required in order to effect, or in connection with, the
transactions contemplated by this Agreement.
Section 4.5 Non-Competition, Management Services and Employment Agreements. W.
Xxxxx Xxxxxxx, the Shareholder of Seller shall enter into an agreement withe
Purchaser after closing, as provided in Section 9.13 hereafter.
ARTICLE 5
Covenants of Purchaser and Seller
Section 5.1 Publicity. Purchaser and Seller agree to maintain in confidence
information concerning the Agreement and the transactions contemplated by this
Agreement. The parties shall consult with each other prior to any public
announcements or disclosures required by law to be made with respect to the
transactions contemplated by this Agreement, and no other announcements will be
made without mutual consent of the parties.
Section 5.2 Best Efforts. Purchaser and Seller will use their best efforts to
perform or cause to be satisfied each covenant or condition to be performed by
them.
Section 5.3 Governmental and Other Filings. Seller and Purchaser agree to
cooperate with each other in filing any necessary applications, reports or other
documents with any Federal or State authorities having jurisdiction with respect
to the transactions contemplated by this Agreement and in seeking necessary
consultation with and favorable action by any such agencies, authorities or
bodies.
Section 5.4 Cooperation After Closing. After the Closing Date, Purchaser and
Seller shall whenever and as often as shall be reasonably required by the other,
execute, acknowledge and deliver, or cause to be executed, acknowledged and
delivered, any and all further instruments as may be necessary or expedient to
consummate the transactions provided for in this Agreement.
ARTICLE 6
Conditions to Sale
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Section 6.1 Conditions Precedent to Obligations of Purchaser. All obligations of
Purchaser under this Agreement are, at the option of Purchaser, subject to and
shall be conditioned upon the satisfaction on or prior to the Closing Date, of
each of the following additional conditions:
(a) Representations, Warranties and Agreements of Seller. Except for changes
contemplated by this Agreemnt and changes occurring in the ordinary course of
business, the representations, warranties and agreements made by Seller herein
shall be true in all material respects on and as of the Closing Date with the
same effect as though such representations and warranties had been made or given
on and as of the Closing Date. Seller and all shareholders of Seller shall have
performed in all material respects the obligations, agreements and covenants
undertaken by them herrein to be performed on or prior to the Closing Date.
(b) Consents to Assignments. Purchaser shall have received evidence,
satisfactory to purchaser and its counsel, that any necessary consents to the
assignments of the contracts, agreements, leases, licenses and/or commitments
contemplated hereunder have been obtained.
(c) Necessary Approvals; Regulatory Authorizations. All authorizations and
approvals of any thrd parties including Federal or State regulatory bodies and
officials, necessary, in the reasonable opinion of Purchaser, for the
consummation of the transactions contemplated by this Agreement and the
continuation in all material respects of the business without interruption after
the Closing Date is substantially the manner in which such business in now
conducted, shall have been received and shall be in full force and effict.
(d) Corporate Authorizations. All resolutions and actions necessary to authorize
the execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated hereby by Seller shall have been duly and
validly made and taken and Seller shall lhave full power and right to consummate
the transactions contemplated hereby.
(e) Execution of New Lease. Purchaser and the Landlord of the premises shall
enter into a new lease of the Leased Premises on terms and conditions
satisfactory to Purchaser and its counsel; or approve the assignment of the
present lease Agreement.
(f) Status and Condition of the Business and the Leased Premises. The Business
and the Leased Premises shall not have suffered, prior to the closing, any loss
or damage on account of fire, flood, accident or any other calamity to an extent
that would materially interfere with the conduct of the Business or materially
impair its value as a going concern, regardless of whether any such loss or
losses have been insured against. Purchaser shall have had full opportunity to
enter upon the Leased Premises and make such examinations thereof as it deems
necessary. The results of such examinations must be satisfactory to Purchaser,
in its sole discretion.
(g) payment of Transfer taxes. The Seller shall have paid or made provision for
payment of all transfer taxes , sales taxes or other similar taxes, which
becomre due by reason of the transactions herein provided, if any.
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Section 6.2 Conditions Precedent to Obligations of Seller. All obligations of
Seller under this Agreement are subject to and shall be conditioned upon the
satisfaction prior to the Closing Date, of each of the following conditions:
(a) Representations, Warranties and Agreements of Purchaser. The
representations, warranties and agreements made by purchaser herein shall be
true in all material respects on and as of the Closing Date with the same effect
as though such representations and warranties had been made or given on and as
of the Closing Date with the same effect as though such representations and
warranties had been given on and as of the Closing Date, except as affected by
transactions contemplated hereby. Purchaser shall have performed in all material
respects the obligations, agreements and covenants undertaken herein to be
performed at or prior to the Closing Date.
(b) Corporate Authorizations. All resolutions and actions necessary to authorize
the execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated hereby by Purchaser, including actions by its
parent corporation, shall have been duly and validly made and taken, and
Purchaser shall have full power and right to consummate the transactions
contemplated hereby.
ARTICLE 7
Tax Treatment
Section 7.1 Cooperation. Seller and Purchaser agree that it is the intention of
this agreement that the acquisition and exchange herein contemplated result in a
tax free exchange to Seller for purposes of taxation under Section 368,
subsection (a)(2)(C) of the Internal Revenue Code, Seller and Purchaser shall
both account for such transaction for accounting and reporting purposes, in a
manner which is consistent with this transaction.
Section 7.2 Subsequent Events. Seller and Purchaser acknowledge that:
(a) pursuant to Seller's Plan of Liquidation, Seller shall be liquidated within
two (2) years of the Closing Date of this Agreement.
(b) after the Closing Date, Seller shall not engage in the active conduct of any
trade or business, except to the extent necessary to wind up its affairs.
ARTICLE 8
Termination
Section 8.1 Termination by Mutual Consent. At any time on or prior to the
Closing Date, this Agreement may be terminated by the mutual consent of
Purchaser and Seller without liability on the part of any party. In the event of
the termination of this Agreement by mutual consent, this Agreement shall become
void and have no effect. Without any liability on the part of any party or its
directors, officers or shareholders.
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Section 8.2 Termination Upon Breach or Default. At any time on or prior to the
Closing Date, if a material default shall be made by a party in the observance
or due and timely performance of the covenants herein contained, or if there
shall have been a material breach by a party of any of the representations and
warranties set forth in this Agreement, Purchaser or Seller, as the case may be,
may terminate this Agreement without prejudice to its other rights and remedies,
including such party's right to recover its expenses, costs, and other damages.
Section 8.3 Terminations Based Upon Conditions. If the conditions of this
Agreement to be complied with or performed by a party on or before the Closing
Date shall not have been complied with and such noncompliance of nonperformance
shall not have been waived, the party to whom the benefit of such condition runs
may terminate this Agreement without prejudice to the other rights and remedies,
including such party's rights to recover its expenses, costs and other provable
damages.
ARTICLE 9
Miscellaneous
Section 9.1 Bulk Sales Compliance. The parties agree to waive compliance with
the applicable Bulk Sales provisions of the Uniform Commercial Code of the State
of Missouri. The Seller agrees to hold harmless and indemnify Purchaser as to
any and all claims, damages, costs and expenses incurred by virtue of such
waiver. In the event that any such claims may hereafter arise, the Seller agrees
to satisfy such claims by the surrender to purchaser of a sufficient quantity of
shares of BIZN, from those being issued as consideration for the subject
transaction.
Section 9.2 Amendment. This agreement may be amended, modified or supplemented
in whole or in part only by an instrument in writing executed by both purchaser
and Seller.
Section 9.3 Assignment. The parties agree that neither this Agreement nor any
rights created hereby shall be assignable by any party without the prior written
consent of the other party.
Section 9.4 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be considered to be an original instrument.
Section 9.5 Expenses. Seller and Purchaser shall each bear the respective
expenses incurred by them in connection with the negotiation, execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby.
Section 9.6 Entire Agreement. This Agreement and the Employment Agreement
contains the entire agreement between Purchaser and Seller with respect to the
sale of the Purchased Assets and related transactions and supersede all prior
arrangements or understandings with respect thereto.
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Section 9.7 Descriptive Headings. The descriptive headings are used for
convenience of reference only and shall not control or affect the meaning or
construction of any provisions of this Agreement.
Section 9.8 Notices. All notices or other communications that are required or
permitted hereunder shall be in writing and sufficient if delivered, personally
or sent by registered or certified mail, postage prepaid, addressed as follows:
IF TO PURCHASER: Xxxxxxx X. Xxxxxx, CEO
Global Online Exchange One, Inc.
0000 Xxxxxxx Xxxx.
Xxxxx Xxxxxxxxxx, XX 00000
IF TO SELLER: W. Xxxxx Xxxxxxx
International Credit Reserve Exchange, ltd.
International Trade Exchange, Ltd.
0000 Xxxxxx Xxxx
Xxxxx 000
Xx. Xxxxx, XX 00000
Section 9.9 Specific Performance. Seller acknowledges that the Purchased Assets
are unique and that if Seller fails to consummate the transactions contemplated
by this Agreement, such failure will cause irreparable harm to Purchaser for
shich there will be no adequate remedy at law. Purchaser shall be entitled in
additional to its other remedies at law, to specific performance of this
Agreemeent if Seller, without just cause, refuses to consummate the transactions
contemplated by this Agreement.
Section 9.10 Survival of Covenants, Representations, warranties and
Indemnification.
All covenants, representations and warranties made by any party to this
Agreement shall be deemed made for the purpose of inducing the other parties to
enter into this Agreement. The representations, warranties and covenants
contained in this Agreement shall, except as otherwise provided in this
Agreement, survive the Closing indefinitely. The provisions of Article 7, and
any other sections which by their nature require subsequent performance, shall
survive the Closing until such time as their performance has been satisfactorily
completed. The covenants, presentations and warranties of both Seller and
Purchaser are made only to and for the benefit of the other party to this
Agreement and shall not create or vest rights in other persons.
Section 9.11 Controlling Law. This Agreement shall be governed by and construed
pursuant to the laws of the State of Florida.
Section 9.12 Closing Date. Unless there is provision herein to the contrary, the
Closing Date hereunder shall be the effective date of this Agreement.
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Section 9.13 Employment Agreements. Purchaser acknowledges that W. Xxxxx Xxxxxxx
is essential to the successful continual operations of the business enterprise
and assets being acquired hereby. Therefore, it is the specific mutual intention
of the parties hereto that within a reasonable period of time frmo the date
hereof, the Purchaser and Xx. Xxxxxxx enter into a separate written employment
agreement upon such terms and conditions that are mutually satisfactory.
IN WITNESS WEREEOF. The parties have caused tis Agreemetn, consisting of 9
pages, including this page, to be executed by their authorized officers on the
date stated above.
PURCHASER ATTEST:
Global Online Exchange One, Inc.
BY: /S/ Xxxxxxx X. Xxxxxx, CEO BY:
---------------------------------- -------------------
Xxxxxxx X. Xxxxxx
Chief Executive Officer
SELLER:
International Trade Exchange Ltd.,
d.b.a. International Credit Reserve Exchange, Ltd.
a.k.a. ICRE, Ltd. ATTEST: 3/12/99
BY: /S/ W. Xxxxx Xxxxxxx 3/12/99 BY: /S/ Jo Xxx Xxxxxxx
---------------------------------- -------------------
W. Xxxxx Xxxxxxx, As
CEO, Director and Shareholder
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