STOCK PURCHASE AGREEMENT AMONG HALCYON JETS HOLDINGS, INC. HALCYON JETS, INC. AND HALCYON JETS ACQUISITION GROUP, LLC Dated: July 1, 2009
Exhibit 10.2
AMONG
HALCYON
JETS, INC.
AND
HALCYON
JETS ACQUISITION GROUP, LLC
Dated:
July 1, 2009
1
ASSET
PURCHASE AGREEMENT
THIS
ASSET PURCHASE AGREEMENT is made as of July 1, 2009 (the “Agreement”), among
Halcyon Jets Acquisition, Group, LLC., a limited liability company existing
under the laws of the State of New Jersey (the “Purchaser”), Halcyon Jets, Inc.,
a corporation existing under the laws of the State of New Jersey (“Halcyon”),
and Halcyon Jets Holdings, Inc., a corporation existing under the laws of the
State of Delaware corporation (“Holdings” or the “Seller”).
RECITALS:
WHEREAS,
Halcyon is in the business of providing brokerage services to the private
aviation industry outsourced patient assistance program under the brand name
“Halcyon” (the "Business"); and
WHEREAS,
Holdings is the sole shareholder of Halcyon; and
WHEREAS,
Purchaser wishes to purchase from Holdings, and Holdings wishes to sell, assign
and transfer to Purchaser, all of the outstanding stock of Halcyon, and
Purchaser also has agreed to assume the Assumed
Liabilities;
NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants
of the Parties contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties hereto
agree as follows:
ARTICLE
I
SALE OF
STOCK
1.1 Sale of
Stock.
On the Closing Date (as defined in
Section 3.1), upon the
terms and subject to the conditions contained herein, Seller shall sell, convey,
transfer, assign and deliver to Purchaser, and Purchaser shall purchase from
Seller, all of the issued and outstanding shares of Halcyon (the "Shares"):
Subject
to the terms and conditions of this Agreement, at the Closing, the Shares shall
be transferred to the Purchaser free and clear of all liabilities, obligations,
liens and encumbrances excepting only Assumed Liabilities.
1.2 Assumption of Certain
Liabilities.
Subject
to the terms and conditions hereof, on the Closing Date, Purchaser shall assume
and agree to pay, perform and discharge in a timely manner, only the following
liabilities and obligations of the Seller (the "Assumed
Liabilities"):
(a) all
liabilities and obligations of Seller relating to any and all pending or
threatened claims or litigation in which Seller is or may be involved, including
without limitation the pending matters listed on a schedule of such litigation
to be prepared by Seller on the Closing Date; and
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(b) all
liabilities and obligations arising out of or relating to any of the assets and
business of Halcyon, including any guarantees by Seller, which arise before, on
or after the Closing Date; and
(c) any
liabilities, debts and other obligations of the Seller at Closing, inlcuding
under any contracts, agreements or leases existing at or before the Closing
Date, whether as guarantor, co-contracting party with Halcyon, or in any other
manner.
ARTICLE
II
PURCHASE
PRICE
2.1 Amount of Purchase
Price.
The
purchase price for the Shares (the “Purchase Price”) shall be One Hundred
Thousand Dollars ($100,000) payable by the Purchaser's promissory note (the
“Note”) payable to the Seller in the form of Exhibit A to this Agreement. The
Note shall bear interest at the rate of two percent (2%) per year and be payable
interest only annually, with the principal due on the tenth (10th)
anniversary of the Closing Date.
2.2 Transfer
Taxes.
Purchaser
will pay to the appropriate taxing authority all transfer, documentary, sales,
use, value-added, registration and other similar taxes (including, without
limitation, all applicable gains taxes) with respect to the sale and transfer of
the Shares, and any penalties, interest and additions to taxes with respect
thereto due and payable as a result of the consummation of the transactions
contemplated by this Agreement.
ARTICLE
III
CLOSING
AND TERMINATION
3.1 Closing
Date.
Subject
to the satisfaction of the conditions set forth in Sections 7.1 and 7.2 hereof
(or the waiver thereof by the party entitled to waive that condition), the
closing of the sale and purchase of the Shares provided for in Section 1.1
hereof (the "Closing")
shall take place at the New York office of the Seller (or at such other place as
the parties may designate in writing) on such date as the Seller and the
Purchaser may designate. The date on which the Closing shall be held is referred
to in this Agreement as the "Closing Date".
3.2 Deliveries to Purchaser by
Seller.
At the
Closing, Seller will deliver to Purchaser the following:
(a) a stock
power, duly endorsed for transfer, with respect to the Shares;
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(b) copies of
Seller's resolutions and other proceedings taken authorizing the execution,
delivery and performance of this Agreement and all actions necessary or
desirable hereunder, certified by the appropriate officer of
Seller;
3.3 Deliveries to Seller by
Purchaser.
At the
Closing, Purchaser will deliver to Seller the following:
(a) the
promissory Note for the purchase price of the Shares, guaranteed as provided
herein;
(b) the
indemnifications provided for in Article VII.
(c) written
assumptions of the debts and obligations of Seller.
3.4 Termination of
Agreement.
This
Agreement may be terminated prior to the Closing as follows:
(a) At the
election of the Seller or the Purchaser on or after July 31, 2009, if the
Closing shall not have occurred by the close of business on such date, provided
that the terminating party is not in default of any of its obligations
hereunder;
(b) by mutual
written consent of the Seller and the Purchaser; or
(c) by the
Seller or the Purchaser if there shall be in effect a final non-appealable order
of a governmental body of competent jurisdiction restraining, enjoining or
otherwise prohibiting the consummation of the transactions contemplated hereby;
it being agreed that the parties hereto shall promptly appeal any adverse
determination which is not non-appealable (and pursue such appeal with
reasonable diligence).
3.5 Procedure Upon
Termination.
In the
event of termination and abandonment by the Purchaser or the Seller, or both,
pursuant to Section 3.4 of this Agreement, written notice thereof shall
forthwith be given to the other party or parties, and this Agreement shall
terminate, and the purchase of the Assets under this Agreement shall be
abandoned, without further action by the Purchaser or the Sellers. If this
Agreement is terminated as provided above, each party shall redeliver all
documents, work papers and other material of any other party relating to the
transactions contemplated by this Agreement, whether so obtained before or after
the execution hereof, to the party furnishing the same.
3.6 Effect of
Termination.
In the
event that this Agreement is validly terminated as provided herein, then each of
the parties shall be relieved of their duties and obligations arising under this
Agreement after the date of such termination and such termination shall be
without liability to the Purchaser, or the Seller; provided, further, however,
that nothing in this Section 3.6 shall relieve the Purchaser or Seller of any
liability for a breach of this Agreement.
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ARTICLE
IV
REPRESENTATIONS
AND WARRANTIES RELATING TO THE SELLER
Seller
hereby represents and warrants to the Purchaser that:
4.1 Organization and Good
Standing of the Seller.
The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation as set forth above.
Except as otherwise provided herein, the Seller is not required to be
qualified to transact business in any other jurisdiction where the failure to so
qualify would have an adverse effect on the business of the Seller.
4.2 Authority.
(a) The
Seller has full power and authority (corporate and otherwise) to carry on
its business and has all permits and licenses that are necessary to the conduct
of its business or to the ownership, lease or operation of its properties and
assets, except where the failure to have such permits and licenses would not
have a material adverse effect on the Seller’s business or operations (“Material
Adverse Effect”).
(b) The
execution of, and the transactions contemplated by, this Agreement have been, or
will be prior to Closing, duly authorized by the Seller's Board of
Directors.
(c) Subject
to any consents required under Section 4.3 below, the Seller has the full legal
right, power and authority to execute, deliver and carry out the terms and
provisions of this Agreement; and this Agreement has been duly and validly
executed and delivered on behalf of Seller and constitutes a valid and binding
obligation of the Seller enforceable in accordance with its terms.
(d) Neither
the execution and delivery of this Agreement, the consummation of the
transactions herein contemplated, nor compliance with the terms of this
Agreement will violate, conflict with, result in a breach of, or constitute a
default under any statute, regulation, indenture, mortgage, loan agreement, or
other agreement or instrument to which the Seller is a party or by which it or
any of them is bound, any charter, regulation, or bylaw provision of Holdings,
or any decree, order, or rule of any court or governmental authority or
arbitrator that is binding on r the Seller in any way, except where such would
not have a Material Adverse Effect.
4.3 Consents.
No
consents or approvals of any public body or authority and no consents or waivers
from other parties to leases, licenses, franchises, permits, indentures,
agreements or other instruments are (i) required for the lawful
consummation of the transactions contemplated hereby, or (ii) necessary in
order that the business currently conducted by Halcyon can be conducted by
it in the same manner after the Closing as heretofore conducted by Halcyon, nor
will the consummation of the transactions contemplated hereby result in
creating, accelerating or increasing any liability of or to the Seller, except
where the failure of any of the foregoing would not have a Material Adverse
Effect.
4.4 Broker.
Seller
has not retained any broker in connection with any transaction contemplated by
this Agreement. Seller shall not be obligated to pay any fee or
commission associated with the retention or engagement by the Seller of any
broker in connection with any transaction contemplated by this
Agreement.
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ARTICLE
V
REPRESENTATIONS
AND WARRANTIES OF PURCHASER
5.1 Organization and Good
Standing.
The
Purchaser is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of New Jersey.
5.2 Authority.
The
execution and delivery of this Agreement and the consummation of the
transactions contemplated by this Agreement have been, or will prior to Closing
be, duly and validly approved and acknowledged by all necessary limited
liability company action on the part of the Purchaser.
5.3 Conflicts; Consents of Third
Parties.
(a) The
execution and delivery of this Agreement, the acquisition of the Assets by
Purchaser and the consummation of the transactions herein contemplated, and the
compliance with the provisions and terms of this Agreement, are not prohibited
by the Articles of Formation or Operating Agreement of the Purchaser and will
not violate, conflict with or result in a breach of any of the terms or
provisions of, or constitute a default under, any court order, indenture,
mortgage, loan agreement, or other agreement or instrument to which the
Purchaser is a party or by which it is bound.
(b) No
consent, waiver, approval, order, permit or authorization of, or declaration or
filing with, or notification to, any person or governmental body is required on
the part of the Purchaser in connection with the execution and delivery of this
Agreement or the compliance by Purchaser with any of the provisions
hereof.
5.4 Litigation.
There are
no legal proceedings pending or, to the best knowledge of the Purchaser,
threatened that are reasonably likely to prohibit or restrain the ability of the
Purchaser to enter into this Agreement or consummate the transactions
contemplated hereby.
5.5 Broker.
The
Purchaser has not retained any broker in connection with any transaction
contemplated by this Agreement. Seller shall not be obligated to pay any fee or
commission associated with the retention or engagement by the Purchaser of any
broker in connection with any transaction contemplated by this
Agreement.
5.6 Liabilities
and Litigation of Halcyon.
Purchaser
acknowledges and agrees that there is pending litigation in which Halcyon is
involved, is fully aware of the nature and extent of the litigation, and
undertakes, covenants and agrees to cause Halcyon to continue to defend, pursue
and resolve such litigation, with no cost, exposure, risk or involvement of
Seller. Purchaser also understands and agrees that Seller is also a
named party in the pending litigation, and Purchaser expressly assumes all loss,
liability and risk of such litigation, and further expressly assumes all other
debt, liabilities and claim of and against Seller by any party.
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ARTICLE
VI
CONDITIONS
TO CLOSING
6.1 Conditions Precedent to
Obligations of the Purchaser.
The
obligation of the Purchaser to consummate the transactions contemplated by this
Agreement is subject to the fulfillment, on or prior to the Closing Date, of
each of the following conditions (any or all of which may be waived by the
Purchaser in whole or in part to the extent permitted by applicable
law):
(a) all
representations and warranties of the Seller contained herein shall be true and
correct as of the date hereof;
(b) all
representations and warranties of the Seller contained herein qualified as to
materiality shall be true and correct, and the representations and warranties of
the Sellers contained herein not qualified as to materiality shall be true and
correct in all material respects, at and as of the Closing Date with the same
effect as though those representations and warranties had been made again at and
as of that time;
(c) the
Seller shall have performed and complied in all material respects with all
obligations and covenants required by this Agreement to be performed or complied
with by them on or prior to the Closing Date;
(d) the
Purchaser shall have been furnished with certificates (dated the Closing Date
and in form and substance reasonably satisfactory to the Purchaser) executed by
the Seller certifying as to the fulfillment of the conditions specified in
Sections 6.1(a), 6.1(b) and 6.1(c) hereof;
(e) there
shall not have been or occurred any Material Adverse Change;
(f) the
Seller shall have obtained all consents and waivers referred to in Section 4.3
hereof, in a form reasonably satisfactory to the Purchaser, with respect to the
transactions contemplated by this Agreement;
(g) no Legal
Proceedings shall have been instituted or threatened or claim or demand made
against the Seller or the Purchaser seeking to restrain or prohibit or to obtain
substantial damages with respect to the consummation of the transactions
contemplated hereby, and there shall not be in effect any order by a
governmental body of competent jurisdiction restraining, enjoining or otherwise
prohibiting the consummation of the transactions contemplated
hereby;
(h) the name
of the Seller shall have been changed to a name that do not include the word
“Halcyon”;
(i) the
shareholders of Seller shall have approved this Agreement and the transactions
contemplated by this Agreement; and
6.2 Conditions Precedent to
Obligations of the Seller.
The
obligations of the Seller to consummate the transactions contemplated by this
Agreement are subject to the fulfillment, prior to or on the Closing Date, of
each of the following conditions (any or all of which may be waived by the
Seller in whole or in part to the extent permitted by applicable
law):
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(a) all
representations and warranties of the Purchaser contained herein shall be true
and correct as of the date hereof;
(b) all
representations and warranties of the Purchaser contained herein qualified as to
materiality shall be true and correct, and all representations and warranties of
the Purchaser contained herein not qualified as to materiality shall be true and
correct in all material respects, at and as of the Closing Date with the same
effect as though those representations and warranties had been made again at and
as of that date;
(c) the
Purchaser shall have performed and complied in all material respects with all
obligations and covenants required by this Agreement to be performed or complied
with by Purchaser on or prior to the Closing Date;
(d) the
Seller shall have been furnished with certificates (dated the Closing Date and
in form and substance reasonably satisfactory to the Sellers) executed by the
Chief Executive Officer of the Purchaser certifying as to the fulfillment of the
conditions specified in Sections 6.2(a), 6.2(b) and 6.2(c);
(e) the
shareholders of Seller shall have approved this Agreement and the transactions
contemplated by this Agreement;
(f) the
Seller shall have received the written resignations of each officer and director
of the Seller; and
(g) no Legal
Proceedings shall have been instituted or threatened or claim or demand made
against the Selleror the Purchaser seeking to restrain or prohibit or to obtain
substantial damages with respect to the consummation of the transactions
contemplated hereby, and there shall not be in effect any Order by a
Governmental Body of competent jurisdiction restraining, enjoining or otherwise
prohibiting the consummation of the transactions contemplated
hereby.
(h) Seller
shall have received the Note and the Indemnification.
ARTICLE
VII
INDEMNIFICATION
7.1 Indemnification.
(a) Subject
to Section 7.2 hereof, the Purchaser and Xxxxxxx X. Xxxxx hereby agree to
indemnify and hold the Seller, and its directors, officers, employees,
Affiliates, agents, successors and assigns (collectively, the " Indemnified
Parties") harmless from and against:
(i) any and
all liabilities of the Seller of every kind, nature and description, absolute or
contingent, existing as against the Seller prior to and including the Closing
Date or thereafter coming into being or arising by reason of any state of facts
existing, or any transaction entered into, on or prior to the Closing
Date;
(ii) subject
to Section 7.2, any and all losses, liabilities, obligations, damages, costs and
expenses based upon, attributable to or resulting from the failure of any
representation or warranty of the Purchaser set forth in Section 5 of this
Agreement, or any representation or warranty contained in any certificate
delivered by or on behalf of the Purchaser pursuant to this Agreement, to be
true and correct in all respects as of the date made;
(iii) any and
all losses, liabilities, obligations, damages, costs and expenses based upon,
attributable to or resulting from the breach of any covenant or other agreement
on the part of the Purchaser under this Agreement;
(iv) any and
all notices, actions, suits, proceedings, claims, demands, assessments,
judgments, costs, penalties and expenses, including reasonable attorneys' and
other professionals' fees and disbursements (collectively, "Expenses") incident
to any and all losses, liabilities, obligations, damages, costs and expenses
with respect to which indemnification is provided hereunder (collectively,
"Losses").
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(b) Subject
to Section 7.2, the Seller hereby agrees to indemnify and hold the Purchaser and
their respective Affiliates, agents, successors and assigns (collectively, the
"Seller Indemnified Parties") harmless from and against:
(i) any and
all Losses based upon, attributable to or resulting from the failure of any
representation or warranty of the shareholders of Alliance Network
Communications, Inc. (the “Shareholders”) in that certain Share Exchange
Agreement (the “Exchange Agreement”) of even date herewith between Holdings and
the Shareholders to be true and correct as of the date made;
(ii) any and
all Losses based upon, attributable to or resulting from the breach of any
covenant or other agreement on the part of the Shareholders under the Exchange
Agreement; and
(iii) any and
all Expenses incident to the foregoing.
7.2 Limitations on
Indemnification for Breaches of Representations and
Warranties.
An
indemnifying party shall not have any liability under Section 7.1(a), other than
7.1(a)(i), or Section 7.1(b) above unless the aggregate amount of Losses and
Expenses to the indemnified parties finally determined to arise thereunder
exceeds $5,000 (the “Basket”) and, in such event, the indemnifying party shall
be required to pay the entire amount of such Losses and Expenses in excess of
$5,000 (the “Deductible”).
7.3 Indemnification
Procedures.
(a) In the
event that any Legal Proceedings shall be instituted or that any claim or demand
("Claim") shall be asserted by any Person in respect of which payment may be
sought under Section 7.1 hereof (regardless of the Basket or the Deductible
referred to above), the indemnified party shall reasonably and promptly cause
written notice of the assertion of any Claim of which it has knowledge which is
covered by this indemnity to be forwarded to the indemnifying
party. The indemnifying party shall have the right, at its sole
option and expense, to be represented by counsel of its choice, which must be
reasonably satisfactory to the indemnified party, and to defend against,
negotiate, settle or otherwise deal with any Claim which relates to any Losses
indemnified against hereunder. If the indemnifying party elects to defend
against, negotiate, settle or otherwise deal with any Claim which relates to any
Losses indemnified against hereunder, it shall within five (5) days (or sooner,
if the nature of the Claim so requires) notify the indemnified party of its
intent to do so. If the indemnifying party elects not to defend
against, negotiate, settle or otherwise deal with any Claim which relates to any
Losses indemnified against hereunder, fails to notify the indemnified party of
its election as herein provided or contests its obligation to indemnify the
indemnified party for such Losses under this Agreement, the indemnified party
may defend against, negotiate, settle or otherwise deal with such Claim. If the
indemnified party defends any Claim, then the indemnifying party shall reimburse
the indemnified party for the Expenses of defending such Claim upon submission
of periodic bills. If the indemnifying party shall assume the defense
of any Claim, the indemnified party may participate, at his or its own expense,
in the defense of such Claim; provided, however, that such indemnified party
shall be entitled to participate in any such defense with separate counsel at
the expense of the indemnifying party if, (i) so requested by the indemnifying
party to participate or (ii) in the reasonable opinion of counsel to the
indemnified party, a conflict or potential conflict exists between the
indemnified party and the indemnifying party that would make such separate
representation advisable; and provided, further, that the indemnifying party
shall not be required to pay for more than one such counsel for all indemnified
parties in connection with any Claim. The parties agree to cooperate fully with
each other in connection with the defense, negotiation or settlement of any such
Claim.
(b) After any
final judgment or award shall have been rendered by a court, arbitration board
or administrative agency of competent jurisdiction and the expiration of the
time in which to appeal therefrom, or a settlement shall have been consummated,
or the indemnified party and the indemnifying party shall have arrived at a
mutually binding agreement with respect to a Claim hereunder, the indemnified
party shall forward to the indemnifying party notice of any sums due and owing
by the indemnifying party pursuant to this Agreement with respect to such matter
and the indemnifying party shall be required to pay all of the sums so due and
owing to the indemnified party by wire transfer of immediately available funds
within 10 business days after the date of such notice.
(c) The
failure of the indemnified party to give reasonably prompt notice of any Claim
shall not release, waive or otherwise affect the indemnifying party's
obligations with respect thereto except to the extent that the indemnifying
party can demonstrate actual loss and prejudice as a result of such
failure.
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ARTICLE
VIII
MISCELLANEOUS
8.1 Payment of Sales, Use or
Similar Taxes.
All
sales, use, transfer, intangible, recordation, documentary stamp or similar
Taxes or charges, of any nature whatsoever, applicable to, or resulting from,
the transactions contemplated by this Agreement shall be borne by the
Purchaser.
8.2 Survival of Representations
and Warranties.
The
parties hereto hereby agree that the representations and warranties contained in
this Agreement or in any certificate, document or instrument delivered in
connection herewith, shall survive the execution and delivery of this Agreement,
and the Closing hereunder, regardless of any investigation made by the parties
hereto; provided, however, that any claims or actions with respect thereto shall
terminate unless within twenty four (24) months after the Closing Date written
notice of such claims is given to the Seller or such actions are commenced.
Nothing in this Section 8.2 shall limit or otherwise affect the indemnification
of Section 7.1(a)(i).
8.3 Expenses.
Except as
otherwise provided in this Agreement, the Purchaser shall bear the expenses
incurred in connection with the negotiation and execution of this Agreement and
each other agreement, document and instrument contemplated by this Agreement and
the consummation of the transactions contemplated hereby and thereby, it being
understood that in no event shall the Seller bear any of such costs and
expenses.
8.4 Specific
Performance.
The
Seller acknowledges and agrees that the breach of this Agreement would cause
irreparable damage to the Purchaser and that the Purchaser will not have an
adequate remedy at law. Therefore, the obligations of the Seller under this
Agreement, including, without limitation, the Seller’s obligation to sell the
Shares to the Purchaser, shall be enforceable by a decree of specific
performance issued by any court of competent jurisdiction, and appropriate
injunctive relief may be applied for and granted in connection therewith, so
long as Purchaser has otherwise complied with all of its undertakings,
warranties, indemnifications and representations contained herein. Such remedies
shall, however, be cumulative and not exclusive and shall be in addition to any
other remedies which any party may have under this Agreement or
otherwise.
8.5 Further
Assurances.
The
Seller and the Purchaser each agrees to execute and deliver such other documents
or agreements and to take such other action as may be reasonably necessary or
desirable for the implementation of this Agreement and the consummation of the
transactions contemplated hereby.
8.6 Submission to Jurisdiction;
Consent to Service of Process.
(a) The
parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of
any federal or state court located within the State of New York over any dispute
arising out of or relating to this Agreement or any of the transactions
contemplated hereby and each party hereby irrevocably agrees that all claims in
respect of such dispute or any suit, action proceeding related thereto may be
heard and determined in such courts. The parties hereby irrevocably waive, to
the fullest extent permitted by applicable law, any objection which they may now
or hereafter have to the laying of venue of any such dispute brought in such
court or any defense of inconvenient forum for the maintenance of such dispute.
Each of the parties hereto agrees that a judgment in any such dispute may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.
(b) Each of
the parties hereto hereby consents to process being served by any party to this
Agreement in any suit, action or proceeding by the mailing of a copy thereof in
accordance with the provisions of Section 8.10.
8.7 Entire Agreement; Amendments
and Waivers.
This
Agreement (including the schedules and exhibits hereto) represents the entire
understanding and agreement between the parties hereto with respect to the
subject matter hereof and can be amended, supplemented or changed, and any
provision hereof can be waived, only by written instrument making specific
reference to this Agreement signed by the party against whom enforcement of any
such amendment, supplement, modification or waiver is sought. No
action taken pursuant to this Agreement, including without limitation, any
investigation by or on behalf of any party, shall be deemed to constitute a
waiver by the party taking such action of compliance with any representation,
warranty, covenant or agreement contained herein. The waiver by any
party hereto of a breach of any provision of this Agreement shall not operate or
be construed as a further or continuing waiver of such breach or as a waiver of
any other or subsequent breach. No failure on the part of any party
to exercise, and no delay in exercising, any right, power or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
such right, power or remedy by such party preclude any other or further exercise
thereof or the exercise of any other right, power or remedy. All
remedies hereunder are cumulative and are not exclusive of any other remedies
provided by law.
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8.8 Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York.
8.9 Headings.
The
section headings of this Agreement are for reference purposes only and are to be
given no effect in the construction or interpretation of this
Agreement.
8.10 Notices.
All
notices and other communications under this Agreement shall be in writing and
shall be deemed given when delivered personally or mailed by certified mail,
return receipt requested, to the parties (and shall also be transmitted by
facsimile to the Persons receiving copies thereof) at the following addresses
(or to such other address as a party may have specified by notice given to the
other party pursuant to this provision):
|
(a)
|
Holdings
and the Seller:
|
000 Xxxx
00xx
Xxxxxx
Xxxxxx
Xxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Copy
to:
W.
Xxxxxxx Xxxxxx
Greenbaum,
Rowe, Xxxxx & Xxxxx LLP
X.X.Xxx
5600
00 Xxxx
Xxxxxx Xxxxx
Xxxxxxxxxx,
Xxx Xxxxxx 00000
|
(b)
|
Purchaser:
|
00
Xxxxxxxxxxx Xxxxxxx
Xxxxxxxxxx,
Xxx Xxxxxx 00000
Copy
to:
Xxxxx
Xxxxxxxx, Esq.
Xxxxxxxx
& Xxxxxxxxxx, LLP
000 Xxxxx
Xxxxxx
Xxx Xxxx,
Xxx Xxxx 00000
8.11 Severability.
If any
provision of this Agreement is invalid or unenforceable, the balance of this
Agreement shall remain in effect.
8.12 Binding Effect;
Assignment.
This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and permitted assigns. Nothing in this
Agreement shall create or be deemed to create any third party beneficiary rights
in any person or entity not a party to this Agreement except as provided
below. No assignment of this Agreement or of any rights or
obligations hereunder may be made by either the Sellers or the Purchaser (by
operation of law or otherwise) without the prior written consent of the other
parties hereto and any attempted assignment without the required consents shall
be void.
[Signature page
follows]
11
| HALCYON JETS HOLDINGS, INC. | |||
|
|
By:
|
/s/ Xxx X. Xxxxxx | |
| Name: Xxx X. Xxxxxx | |||
| Title: Chief Financial Officer | |||
| HALCYON JETS, INC. | |||
|
|
By:
|
/s/ Xxx X. Xxxxxx | |
| Name: Xxx X. Xxxxxx | |||
| Title: Chief Financial Officer | |||
| HALCYON JETS ACQUSITION GROUP, LLC | |||
|
|
By:
|
/s/ | |
| Name: Xxxxxxx X. Xxxxx | |||
| Title: Managing Director | |||
| AS TO ARTICLE VII ONLY: | |||
|
|
By:
|
/s/ Xxxxxxx X. Xxxxx | |
| Name: Xxxxxxx X. Xxxxx | |||
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