GROUP LONG DISTANCE INC.
A NETWORK MANAGEMENT COMPANY
UTILIZING THE AT&T NETWORK
February 20, 1994
Xx. Xxxx Xxxxxxxx
Xxxxxxxx Communications, Inc.
0000 Xxxx Xxxxxxx Xxxxx Xxxx
Xxxxx #000
Xx. Xxxxxxxxxx, XX 00000
Re: Purchase and Sale Agreement by and between Group
Long Distance Inc. and Rockwell Communications, Inc.
Dear Xxxx,
The following will serve as a formal agreement for the purchase by Group
Long Distance Inc. (GLD) of the below specified data partition from Rockwell
Communications, Inc. (Rockwell).
GLD intends to purchase all of Rockwell's rights and interests to
customers, xxxxxxxx, receivables, etc. relating to the segregated block of
business presently performed by Rockwell associated with the AT&T tariff program
and the Software Defined Network (hereinafter, said data base partition will be
referred to as the "Rockwell Partition"). Payments due to Rockwell for the
monthly statement Dated 3/2/95 are excluded from this agreement.
GLD intends to purchase the Rockwell Partition for the total sum of two (2)
times the average monthly xxxxxxxx derived from the Rockwell Partition plus
$3,500.00 for March commissions and $3,500.00 for credits and adjustments to
past xxxxxxxx (the "Purchase Price") equaling a total of $44,045.00. The average
monthly xxxxxxxx are calculated based upon the monthly average derived from
October 1994, and November 1994 actual customer retail billing amounts less any
and all taxes (calculated at 7.4%), credits, discounts, and/or adjustments
provided to those actual xxxxxxxx (the "Average Monthly Xxxxxxxx"). Based upon
the above formula two times the Average Monthly Xxxxxxxx equals $37,075.00.
Payment of the Purchase Price will be made as follows:
1. One payment of $3,500.00 will be paid February 24, 1995, as a good
faith deposit.
2. One payment of $18,522.50 will be made on March 2, 1995.
3. The remaining balance to be paid as follows: $18,522.50 on April 2, 1995
and the April commission in the amount of $3,500.00 will be paid on April 5,
1995.
The closing date for this transaction shall be March 2, 1995.
Rockwell agrees that this transaction can be voided by GLD and all of the
Purchase Price immediately returned to GLD if:
1. Rockwell or its agents competes with GLD or solicits to the customers
under the Rockwell Partition for any telecommunications related
services of any kind during a three (3) year period after the closing
date; or
2. Rockwell is held by a court of competent jurisdiction to have
misrepresented or omitted to clearly represent all details involving
agreements, liabilities and/or obligations pertaining to the Rockwell
Partition or the Rockwell Partition's customers.
Rockwell hereby represents and warrants that the customers being obtained
by GLD pursuant to its purchase of the Rockwell Partition do not have any liens,
encumbrances, special promissory notes, credits and/or customized and
nondisclosed billing or credit arrangements. Rockwell will indemnify and hold
harmless GLD from any liability and will defend GLD from all claims, suits and
actions associated with any nondisclosed agreements entered into by Rockwell.
Rockwell will clearly disclose in writing all circumstances which do or may
affect the calculation of the Average Monthly Xxxxxxxx.
Rockwell will agree to assist GLD in any way possible in making the
transition of the Rockwell Partition from Rockwell to GLD.
The laws of the State of Florida will control the interpretation of this
Purchase and Sale Agreement and the parties agree that judicial venue will lie
in Broward County, Florida.
This Agreement shall ensure to the benefit of, and shall be binding upon,
the parties hereto and their respective successors and assigns. This Agreement
sets forth the entire understanding between the parties concerning the matter
hereof, and supersedes all prior negotiations and understandings with respect
thereto. No change to this Agreement shall be binding upon either
party unless in writing an signed by the party to be charged.
The individuals executing this Agreement warrant that they are authorized
to do so by their respective corporations. This Agreement may be executed in
counterparts, and a facsimile transmission of an executed Agreement shall be
considered binding upon the party signing same, all of which together shall be
deemed the same Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the 24th
day of February, 1995.
Very truly yours,
GROUP LONG DISTANCE, INC.
Witness: /s/ Xxxxxx X. Xxxxx By:/s/ Xxxxxx X. Xxxxx, Xx.
-------------------------
Xxxxxx X. Xxxxx Xx.
President
ROCKWELL COMMUNICATIONS, INC.
By: /s/ Xxxx Xxxxxxxx
-----------------------------
, President
