Exhibit 10.46
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of November
, 2005, by and among Compliance Systems Corporation ("Purchaser") and the
undersigned shareholders ("Sellers").
RECITALS:
WHEREAS, Sellers are the owner of 5,000,000 shares of the issued and
outstanding Common Stock, $0.001 par value per share, as set forth on Exhibit
A attached hereto (the "Stock") of GSA Publications Inc., a corporation
organized under the laws of Nevada (the "Company").
WHEREAS, Sellers desire to sell, and Purchaser desires to purchase, the
Stock pursuant to the terms and conditions set froth in this Agreement.
NOW, THEREFORE, for and In consideration of the foregoing premises, the
promises and covenants set forth herein, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledges, the
parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
SALE OF STOCK
Section 1.1 Sale of Stock. Subject to the terms and conditions
herein stated, Sellers agree to sell, assign, transfer and deliver to
Purchaser on the Closing Date (as defined below), and Purchaser agrees to
purchase from Sellers on the Closing Date, all of the shares of Stock (the
"Stock Sale"). The certificates representing ownership of the Stock shall be
duly endorsed in blank, or accompanied by medallion guaranteed stock powers
duly executed in blank, by the Sellers.
Section 1.2 Price. In exchange for the delivery of the Shares as
set forth in Section 1.1. hereof, the Purchaser shall pay to Sellers the
aggregate amount of Eight Thousand and Three Hundred and Thirty Three
Dollars ($8,333) (the "Purchase Price Consideration") at the Closing Date in
a manner set forth on Schedule 1.2.
Section 1.3 Closing. The closing of the Stock Sale (the
"Closing") shall take place on November 4, 2005, or as may be otherwise
agreed to by the parties in writing, and shall take place at such place and
time as the parties shall agree. Such time and date are herein referred to
as the "Closing Date." In the event that the Closing does not take place by
November 11, 2005, any party hereto may void this Agreement by notifying the
other parties in writing. Notwithstanding the foregoing, the parties hereto
shall have the right to mutually extend the Closing Date past November 11,
2005.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE COMPANY
The Sellers and the Company, jointly and severally, represents
and warrants to the Purchaser as follows:
Section 2.1 Status of Company. The Company is a corporation duly
organized, validly existing, and in good standing under the laws of the State
of Nevada, and is licensed or qualified as a foreign corporation in all
states in which the nature of its business or the character or ownership of
its properties makes such licensing or qualification necessary.
Section 2.2 Liabilities and Contracts. The Company
has no outstanding liability or obligation of any nature whatsoever (whether
absolute, accrued, contingent or otherwise and whether due or to become
due). The Company is not a party to, nor are the Company's assets or
securities bound or affected by, any Contract except for Contracts under
which the Company has no further rights or obligations because the Contract
has been fully performed or validly and irrevocably terminated.
Section 2.3 Ownership of Stock. Seller is the lawful owners of
the Stock to be sold to the Purchaser or its designees and shall be free and
clear of all liens, encumbrances, restrictions and claims of every kind and
character, other than any of the foregoing arising from actions by Purchaser
(collectively, "Encumbrances") as of the Closing Date. The delivery to
Purchaser of the Stock pursuant to the provisions of this Agreement will
transfer to Purchaser valid title thereto, free and clear of any and all
Encumbrances.
Section 2.4 Authorization and Validity of Agreement. Sellers has
full power and authority (corporate or otherwise) to execute and deliver this
Agreement, to perform their obligations hereunder, and to consummate the
transactions contemplated hereby. This Agreement has been duly executed and
delivered by Sellers and, assuming the due execution of this Agreement by
Purchaser, is a valid and binding obligation of the Sellers, enforceable
against the Sellers in accordance with its terms, except to the extent that
its enforceability may be subject to applicable bankruptcy, insolvency,
reorganization and similar laws affecting the enforcement of creditors'
rights generally and to general equitable principles.
Section 2.5 Consents and Approvals; No Violations. The execution
and delivery of this Agreement, any ancillary agreement executed by the
Company or the Sellers, and the consummation by the Sellers of the sale of
the Stock as contemplated herein and the other transactions contemplated
hereby: (a) will not violate the provisions of the Articles of Incorporation
or Bylaws of the Company, (b) will not violate any statute, rule, regulation,
order or decree of any public body or authority by which the Sellers, the
Company or any subsidiary is bound or by which any of their respective
properties or assets are bound, (c) will not require any filing with, or
permit, consent or approval of, or the giving of any notice to, any United
States governmental or regulatory body, agency or authority on or prior to
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the Closing Date, and (d) will not result in a violation or breach of,
conflict with, constitute (with or without due notice or lapse of time or
both) a default (or give rise to any right of termination, cancellation,
payment or acceleration) under, or result in the creation of any Encumbrance
upon any of the properties or assets of the Sellers, the Company or any
subsidiary thereof, any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, license, franchise, permit, agreement, lease,
franchise agreement or any other instrument or obligation to which the
Sellers, the Company or any subsidiary thereof is a party, or by which they
or any of their respective properties or assets may be bound.
Section 2.6 Capital Stock. (a) The Company is authorized to issue
75,000,000 shares of Common Stock, $0.001 par value per share, of which
50,000,000 shares are issued and outstanding as of the date hereof. All such
outstanding shares have been duly authorized and validly issued and are fully
paid and nonassessable. The Company is not authorized to issue any shares of
Preferred Stock. There are no outstanding subscriptions, options, warrants,
rights, calls, commitments, conversion rights, rights of exchange, plans or
other agreements providing for the purchase, issuance or sale of any shares
of the capital stock of the Company.
(b) The Company is currently quoted on the Pink Sheets under the
symbol "XXXX.XX" on an unsolicited basis which allows for some specific
trades to be made and the Company is not aware of any issues which would
affect the current status of its Common Stock. Prior to Closing, the Company
intends to have a market maker submit a 15c211 application to the National
Association of Securities Dealers (the "NASD") to have the Company's Common
Stock approved for quotation on the Pink Sheets. The Company, its current
affiliates and subsidiaries, if any, and the Sellers agree to provide
whatever assistance is necessary after the closing to have the Company's
stock quoted on the Pink Sheets. Sellers, Purchaser and the Company hereby
acknowledge and agree that Xxxxx Xxxxxxxx, Esq. shall hold the Purchase Price
Consideration in an escrow (the "Escrow") until such time as: (i) the
Company's Common Stock is approved by the NASD for quotation on the Pink
Sheets, (ii) there are no stop orders in effect or contemplated with respect
thereto, (iii) no facts exist which may give rise to the existence of an
Encumbrance against such Shares, (iv) the Company has fully complied will all
applicable securities laws and regulations, and (v) the Company is not in
default of any of its obligations thereunder. All other terms and
conditions concerning the Escrow shall be mutually agreed upon by the Sellers
and the Purchaser.
Section 2.7 Subsidiaries. The Company has no subsidiaries.
Section 2.8 Indebtedness. At Closing, the Company will have no
Indebtedness of any kind (including contingent obligations, tax assessments
and unusual forward or long-term commitments). For purposes of this
Agreement, the term "Indebtedness" shall mean any obligation for payment by
the Company to any third party, including without limitation, the following:
(i) any obligation owed for all or any part of the purchase price of capital
assets, (ii) accounts payable included in current liabilities outstanding for
more than one hundred twenty (120) days and incurred in respect of property
purchased in the ordinary course of business, (iii) any obligations secured
by any lien in respect of property even though the person owning the property
has not assumed or become liable for the payment of such obligation, (iv) any
guarantee with respect to any of the foregoing indebtedness of another
person, and (v) obligations in respect of letters of credit.
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Section 2.9 Litigation.
(a) There are no (i) actions, suits or legal, equitable,
arbitrative or administrative proceedings pending, or threatened against the
Company or the Sellers, (ii) judgments, injunctions, writs, rulings or orders
by any governmental entity against the Company or the Seller.
(b) No current officer, director, affiliate or person known to
the Sellers or the Company to be the record or beneficial owner of in excess
of five percent (5%) of the Company's Common Stock, or any person known to be
an associate of any of the foregoing is a party adverse to the Company or
Sellers or has a material interest adverse to the Company or Seller in any
material pending legal proceeding.
Section 2.10 Tax Returns. The Company has filed in correct form
all tax returns of every nature required to be filed by it and has paid all
taxes as shown on such returns and all assessments, fees and charges received
by it to the extent that such taxes, assessments, fees and charges have
become due. The Company has also paid all taxes which do not require the
filing of returns and which are required to be paid by it. To the extent
that tax liabilities have accrued, but have not become payable, they have
been adequately reflected as liabilities on the books of Company.
Section 2.11 Accuracy of Information. None of the representations
and warranties of Seller or the Company contained herein or in the documents
and information furnished by them at any time to the Purchaser, whether in
connection with this Agreement, the Purchaser's due diligence examination of
the Company and Seller in connection herewith, or otherwise, contain any
misstatement of fact, or omits any fact necessary to make such statement,
document or information not misleading.
Section 2.12 Resignation of Officers and Directors. Effective on
the Closing Date, all officers, directors and employees of the Company, if
any, shall have resigned as such and the Company and its shareholders shall
have appointed Xxxx Xxxxxxxxx as President and Director and Xxxxx Xxxxxxxxxx
as Secretary, Treasurer and Director.
Section 2.13. Commitments. At Closing, the Company
is not obligated under any any contract, commitment, agreement or otherwise;
and
Section 2.14 Financial Transactions. At Closing, the
Company has not entered into any financial transaction or any other
transaction except as set forth on the audited financial statements for the
period ending October 31, 2005, which statements have been delivered to the
Purchaser prior to the Closing.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PURCHASER
The Purchaser represents and warrants to the Company and Sellers
as follows:
Section 3.1 Consents and Approvals; No Violations. The execution
and delivery of this Agreement, any of the ancillary documents executed by
Purchaser, and the consummation of the transactions contemplated hereby: (i)
will not violate any statute, rule, regulation, order or decree of any public
body or authority by which any Purchaser is bound or by which any of its
properties or assets are bound, (ii) will not require any filing with, or
permit, consent or approval of, or the giving of any notice to, any
governmental or regulatory body, agency or authority on or prior to the
Closing Date, and (iii) will not result in a violation or breach of, conflict
with, constitute (with or without due notice or lapse of time or both) a
default (or give rise to any right of termination, cancellation, payment or
acceleration) under, or result in the creation of any Encumbrance upon any of
the properties or assets of any Purchaser under any of the terms, conditions
or provisions of any note, bond, mortgage, indenture, license, franchise,
permit, agreement, lease, franchise agreement or any other instrument or
obligation to which Purchaser is a party, or by which it or any of its
properties or assets may be bound.
Section 3.2 Purchase for Investment. Purchaser and their assigns
or designees are acquiring the Stock solely for their own account for
investment purposes only and not with a view toward any resale or
distribution thereof. Purchaser agrees that the Stock may not be sold,
transferred, offered for sale, pledged, hypothecated or otherwise disposed of
without registration thereof under the Securities Act of 1933, as amended,
except pursuant to an exemption therefrom, and without compliance with the
securities laws of other jurisdictions, to the extent applicable. Purchaser
and their assigns or designees have such knowledge and experience in
financial and business matters that they are capable of evaluating the merits
and risks of its purchase of the Stock. Purchaser confirms that the Company
and Sellers have made available to Purchaser the opportunity to ask questions
of the officers and management employees of the Company and to acquire
additional information about the business and financial condition of the
Company and its subsidiaries, if any.
Section 3.3 Available Funds. Purchaser will have on the Closing
Date sufficient funds to perform all of its obligations under this Agreement,
including, without limitation, to tender payment to Sellers of the Purchase
Price Consideration.
Section 3.4 Litigation. There is no action, suit or proceeding,
at law or in equity by any person or any arbitration or any administrative or
other proceeding before any governmental body or instrumentality or agency,
pending or, to the knowledge of the Purchaser, threatened in writing, which
is reasonably likely to have a material adverse effect on Purchaser's ability
to consummate the Stock Sale and the other transactions contemplated by this
Agreement.
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Section 3.5 Accuracy of Information. None of the representations and
warranties of Purchaser contained herein or in the documents and information
furnished by it at any time to the Sellers, whether in connection with this
Agreement or otherwise, contain any misstatement of fact, or omits any fact
necessary to make such statement, document or information not misleading.
Section 3.6 Consulting Fees. At Closing, Purchaser agrees to
cause the following to be transferred to
Knightsbridge Capital ("Knightsbridge") or its designee(s), as payment in
full for any and all services rendered to Purchaser by Knightsbridge, its
members, managers, employees and affiliates in connection with the
negotiation and consummation of the transactions contemplated under this
Agreement and that certain Stock Purchase Agreement by and between Purchaser
and Xxxx Xxxx of even date herewith: (i) Two Million Five Hundred Thousand
(2,500,000) shares of the Company's Common Stock that has been purchased by
the Purchaser, and (ii) Twenty-Five Thousand Dollars ($25,000). Said
payments shall be deemed to fully satisfy and complete discharge any and all
obligations that Purchaser, its officers, directors and employees have to
Knightsbridge, its members, managers, employees, affiliates and designee(s)
under that certain letter agreement by and between Purchaser
and Knightsbridge dated August 18, 2005.
ARTICLE IV
CERTAIN AGREEMENTS
Section 4.1 Reasonable Best Efforts. Each of the parties hereto
agrees to use its reasonable best efforts to take, or cause to be taken, all
action to do or cause to be done, and to assist and cooperate with the other
party hereto in doing, all things necessary, proper or advisable to
consummate and make effective, in the most expeditious manner practicable,
the transactions contemplated by this Agreement, including, but not limited
to, the following: (i) obtaining of all necessary waivers, consents and
approvals from governmental or regulatory agencies or authorities and the
making of all necessary registrations and filings and the taking of all
reasonable steps as may be necessary to obtain any approval or waiver from,
or to avoid any action or proceeding by, any governmental agency or
authority, (ii) obtaining of all necessary consents, approvals or waivers
from third parties, if any, and (iii) defending of any lawsuits or any other
legal proceedings, whether judicial or administrative, challenging this
Agreement or the consummation of the transactions contemplated hereby,
including, without limitation, seeking to have any temporary restraining
order entered by any court or administrative authority vacated or reversed.
ARTICLE V
CONDITIONS TO PURCHASER'S OBLIGATIONS
The purchase of the Stock by Purchaser on the Closing Date is
conditioned upon the satisfaction or waiver, at or prior to the consummation
of the Stock Sale, of the following conditions:
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Section 5.1 Truth of Representations and Warranties. The
representations and warranties of Sellers and the Company contained in this
Agreement or in any agreement, document, exhibit or schedule delivered
pursuant hereto shall be true and correct in all respects on and as of the
Closing Date with the same effect as though such representations and
warranties have been made on and as of such date (except to the extent that
any such representation and warranty is stated in this Agreement to be made
as of a specific date, in which case such representation and warranty shall
be true and correct as of such specified date).
Section 5.2 Performance of Agreements. Each and all of the
agreements of the Sellers and the Company to be performed at or prior to the
Closing Date pursuant to the terms hereof shall have been duly performed in
all respects, and the Sellers and the Company Purchaser shall have delivered
to Purchaser a certificate, dated as of the Closing Date, to such effect.
Section 5.3 No Injunction. No court or other government body or
public authority shall have issued an order which shall then be in effect
restraining or prohibiting the completion of the transactions contemplated
hereby.
Section 5.4 No Litigation. There shall not be any action, suit or
proceeding pending or threatened that seeks to: (i) make the consummation of
the transactions contemplated hereby illegal or otherwise restrict or
prohibit consummation thereof, or (ii) require the divestiture by Purchaser
of shares of stock or of any business, assets or property of any of its
subsidiaries or affiliates, or impose any material limitation on the ability
of any of them to conduct their business or to own or exercise control of
such assets, properties or stock and which, in either case, in the
reasonable, good faith determination of Purchaser has a significant
likelihood of having a material adverse effect on Purchaser.
Section 5.5 Delivery of Books and Records. Sellers shall deliver
true and complete copies of all books and records of the Company, including,
without limitation, minute books, certified copies of organizational
documents (e.g., Articles of Incorporation, Bylaws, etc.), accountant's work
papers, stock transfer books and ledgers, a certified shareholder list dated
as of a date within five (5) days of the Closing Date, a current DTC report,
and all other operational and administrative records.
Section 5.6 Additional Documents. Sellers will have delivered or
caused the Company to deliver to Purchaser the documents set forth below in
form and substance reasonably satisfactory to counsel for Purchaser, to the
effect that: (i) medallion guaranteed stock powers and/or stock transfers for
the Sellers in a form acceptable to the transfer agent for the Company and
Purchaser, and (ii) any further document as may be reasonably requested by
counsel to Purchaser in order to substantiate any of the representations or
warranties of the Company or the Sellers set forth herein.
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ARTICLE VI
CONDITIONS TO SELLER'S OBLIGATIONS
The sale of the Stock by the Sellers on the Closing Date is
conditioned upon satisfaction or waiver, at or prior to the consummation of
the Stock Sale, of the following conditions:
Section 6.1 Truth of Representations and Warranties. The
representations and warranties of Purchaser contained in this Agreement or in
any agreement, document, exhibit or schedule delivered pursuant hereto shall
be true and correct in all material respects on and as of the Closing Date
with the same effect as though such representations and warranties had been
made on and as of such date (except to the extent that any such
representation and warranty is stated in this Agreement to be made as of a
specific date, in which case such representation and warranty shall be true
and correct as of such specified date).
Section 6.2 Performance of Agreements. Each and all of the
agreements of Purchaser to be performed at or prior to the Closing Date
pursuant to the terms hereof shall have been duly performed in all respects,
and Purchaser shall have delivered to Sellers a certificate, dated as of the
Closing Date, to such effect.
Section 6.3 No Injunction. No court or other government body or
public authority shall have issued an order which shall then be in effect
restraining or prohibiting the completion of the transactions contemplated
hereby.
ARTICLE VII
SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION
Section 7.1 Survival of Representations. The representations and
warranties set forth in this Agreement shall survive for one year after the
Closing Date, except that the representations and warranties set forth in
Section 2.3, 2.9 and 2.10 hereof shall survive indefinitely.
Section 7.2 Indemnities.
(a) The Sellers hereby agrees to indemnify and hold harmless
Purchaser (including its officers, directors, shareholders, employees,
counsel, representatives, subsidiaries and affiliates, if any), and the
Company and its subsidiaries, if any, from and against any and all damages,
claims, losses and expenses (including reasonable attorneys' fees and
expenses) (collectively, "Damages") actually suffered or paid by any of such
persons as a result of the breach of this Agreement, including but not
limited to any representation or warranty made by any Sellers or the Company
in this Agreement or in connection with the transactions contemplated in this
Agreement. To the extent that Sellers' undertakings as set forth in this
Section 7.2(a) may be unenforceable, Sellers shall contribute the maximum
amount that they are permitted to contribute under applicable law to the
payment and satisfaction of all Damages incurred by the parties entitled to
indemnification hereunder.
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(b) Purchaser hereby agrees to indemnify and hold harmless the
Sellers (including their counsel and representatives) against Damages
actually suffered or paid by Sellers as a result of the breach of this
Agreement, including but not limited to any representation or warranty made
by the Purchaser in this Agreement or in connection with the transactions
contemplated in this Agreement. To the extent that the Purchaser'
undertakings set forth in this Section 7.2(b) may be unenforceable, the
Purchaser and the Company shall contribute the maximum amount that they are
permitted to contribute under applicable law to the payment and satisfaction
of all Damages incurred by the parties entitled to indemnification hereunder.
(c) Any party seeking indemnification under this Article VII
(an "Indemnified Party") shall give each party from whom indemnification is
being sought (each, an "Indemnifying Party") notice of any matter for which
such Indemnified Party is seeking indemnification, stating the amount of the
Damages, if known, and method of computation thereof, and containing a
reference to the provisions of this Agreement in respect of which such right
of indemnification is claimed or arises. The obligations of an Indemnifying
Party under this Article VII with respect to Damages arising from any claims
of any third party which are subject to the indemnification provided for in
this Article VII (collectively, "Third Party Claims") shall be governed by
and contingent upon the following additional terms and conditions: (i) if an
Indemnified Party shall receive, after the Closing Date, initial notice of
any Third Party Claim, the Indemnified Party shall give the Indemnifying
Party notice of such Third Party Claim within such time frame as is necessary
to allow for a timely response and in any event within thirty (30) days of
the receipt by the Indemnified Party of such notice; provided, however, that
the failure to provide such timely notice shall not release the Indemnifying
Party from any of its obligations under this Article VII except to the extent
the Indemnifying Party is materially prejudiced by such failure; (ii) the
Indemnifying Party shall be entitled to assume and control the defense of
such Third Party Claim at its expense and through counsel of its choice if it
gives notice of its intention to do so to the Indemnified Party within thirty
(30) days of the receipt of such notice from the Indemnified Party; provided,
however, that if there exists or is reasonably likely to exist a conflict of
interest that would make it inappropriate in the judgment of the Indemnified
Party (upon advice of counsel) for the same counsel to represent both the
Indemnified Party and the Indemnifying Party, then the Indemnified Party
shall be entitled to retain its own counsel, at the expense of the
Indemnifying Party, provided that the Indemnified Party and such counsel
shall contest such Third Party Claims in good faith; (iii) in the event the
Indemnifying Party exercises the right to undertake any such defense against
any such Third Party Claim as provided above, the Indemnified Party shall
cooperate with the Indemnifying Party in such defense and make available to
the Indemnifying Party, at the Indemnifying Party's expense, all witnesses,
pertinent records, materials and information in the Indemnified Party's
possession or under the Indemnified Party's control relating thereto as is
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reasonably required by the Indemnifying Party; (iv) in the event the
Indemnified Party is, directly or indirectly, conducting the defense against
any such Third Party Claim, the Indemnifying Party shall cooperate with the
Indemnified Party in such defense and make available to the Indemnified
Party, at the Indemnifying Party's expense, all such witnesses, records,
materials and information in the Indemnifying Party's possession or under the
Indemnifying Party's control relating thereto as is reasonably required by
the Indemnified Party; (v) the Indemnifying Party shall not, without the
written consent of the Indemnified Party, (1) settle or compromise any Third
Party Claim or consent to the entry of any judgment which does not include as
an unconditional term thereof the delivery by the claimant or plaintiff to
the Indemnified Party of a written release from all liability in respect of
such Third Party Claim, or (2) settle or compromise any Third Party Claim in
any manner that may adversely affect the Indemnified Party; and (vi) no Third
Party Claim which is being defended in good faith by the Indemnifying Party
or which is being defended by the Indemnified Party as provided above in this
Section 7.2(c) shall be settled by the Indemnified Party without the written
consent of the Indemnifying Party.
ARTICLE VIII
MISCELLANEOUS
Section 8.1 Expenses. The parties hereto shall pay all of their
own expenses relating to the transactions contemplated by this Agreement,
including, without limitation, the fees and expenses of their respective
counsel, financial advisors and accountants.
Section 8.2 Governing Law; Jurisdiction.
(a) The interpretation and construction of this Agreement, and
all matters relating hereto, shall be governed by the laws of the State of
Nevada without giving effect to the principles of conflicts of laws thereof.
(b) Each of the parties hereto consents to the jurisdiction of
the federal and state courts of the State of New York or State of Nevada in
any such action or proceeding and waives any objection to venue laid
therein.
Section 8.3 Captions. The Article and Section captions used
herein are for reference purposes only, and shall not in any way affect the
meaning or interpretation of this Agreement.
Section 8.4 Notices. Any notice or other communications required
or permitted hereunder shall be sufficiently given if delivered in person or
sent by telecopy or by registered or certified mail, postage prepaid,
addressed as follows:
If to Purchaser:
Compliance Systems Corporation
00 Xxxxx Xxxx
Xxxx Xxxx, Xxx Xxxx 00000
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With a Copy to:
Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx Xxxxxx, LLP
000 X. Xxxxxxxx Xxxx., Xxxx 0000
Xxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx, Esq.
If to Sellers:
Tangerine Communications
or such other address or number as shall be furnished in writing by any such
party, and such notice or communication shall be deemed to have been given as
of the date so delivered, sent by telecopy or mailed.
Section 8.5 Parties in Interest; Assignment. This Agreement may
not be transferred, assigned, pledged or hypothecated by any party hereto,
other than by operation of law, except that Purchaser may assign all or any
of its obligations and/or rights hereunder, or this entire Agreement, to an
affiliate without the prior consent of the Sellers or the Company. This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and permitted assigns.
Section 8.6 Counterparts. This Agreement may be executed in two
or more counterparts, all of which taken together shall constitute one
instrument. This Agreement may be executed using the signatures of the
parties hereto transmitted via facsimile machine or other electronic means.
Section 8.7 Entire Agreement. This Agreement, including the
exhibits, schedules and other documents referred to herein which form a part
hereof and ancillary documents hereto contain the entire understanding of the
parties hereto with respect to the subject matter contained herein and
therein. This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter other than the
Confidentiality Agreement.
Section 8.8 Third Party Beneficiaries. Each party hereto intends
that this Agreement shall not benefit or create any right or cause of action
in or on behalf of any person other than the parties hereto.
Section 8.9 Specific Performance. It is agreed that the rights
granted to the parties hereunder are of a special and unique kind and
character and that, if there is a breach by any party of any material
provision of this Agreement, the other party would not have any adequate
remedy at law. It is expressly agreed, therefore, that the rights of the
parties hereunder may be enforced by an action for specific performance and
other equitable relief without the parties posting a bond.
Section 8.10 Further Assurances. Each of the parties hereto
shall execute and deliver any and all additional papers, documents and other
assurances, and shall do any and all acts and things reasonably necessary in
connection with the performance of their obligations hereunder and to carry
out the intent of the parties hereto.
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Section 8.11 Waiver. The waiver by a party of a breach or
threatened breach of this Agreement by the other parties shall not be
construed as a waiver of any subsequent breach by such other parties.
Section 8.12 Amendments. No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge
is approved by the parties hereto and agreed to in writing signed by such
parties.
Section 8.13 Validity. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, which shall remain in full force
and effect.
Section 8.14 Severability. If any term, condition, or provision
of this Agreement shall be found to be illegal or unenforceable to any extent
for any reason, such provision shall be modified or deleted so as to make the
balance of this Agreement, as modified, valid and enforceable to the fullest
extent permitted by applicable law.
Section 8.15 Knowledge of Rights and Duties. The parties have
carefully reviewed and completely read all of the provisions of this
Agreement and understand their rights, duties, obligations and
responsibilities hereunder. The parties acknowledge that they enter into
this Agreement of their own free will.
Section 8.16 Attorneys' Fees. In any action or proceeding
brought to enforce any provision of this Agreement, or where any provision
herein is validly asserted as a defense, the prevailing party shall be
entitled to recover reasonable attorneys' fees, including attorneys' fees for
any appeal and costs incurred in bringing such action or proceeding, in
addition to any other available remedy. A party shall be deemed to have been
successful if such action or claim is concluded pursuant to a court order or
final judgment which is not subject to appeal, a settlement agreement or
dismissal of the principal claims.
[SIGNATURE PAGE FOLLOWS; REMAINDER OF PAGE INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, each of the parties hereto has caused this Stock
Purchase Agreement to be executed by their respective duly authorized
representative, all as of the day and year first above written.
PURCHASER:
COMPLIANCE SYSTEMS CORPORATION
By:
--------------------------
Print Name:
------------------------
Its:
-------------------------
SELLERS:
---------------------
WINNER RICH
---------------------
XXXXXX XXXXXX
---------------------
XXXXXX XX XXXXX
---------------------
XXXXXXXXXX XXXXX
---------------------
XXXXXX XXX
---------------------
XXXXX XXX
---------------------
XXXX XXXXXXXX
---------------------
XXXXXXX XXXXXX
GSA COMMUNICATIONS, INC., but
only for the limited purpose of
affirming the representations
and warranties set forth in
this agreement by the Company
By:
--------------------------
Print Name:
------------------------
Its:
-------------------------
KNIGHTSBRIDGE CAPITAL, but only
for the limited purpose of
affirming and agreeing to the
provisions set forth in Section
3.6 of the agreement
By:
--------------------------
Print Name:
------------------------
Its:
-------------------------
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