-1-
Asset Purchase Agreement
among
WellTech Eastern, Inc.
Xxxxxx'x Well Service, Inc.
and
Xxxxxxx X. Xxxxxx
April 18, 1997
-1-
Asset Purchase Agreement
This Asset Purchase Agreement (this "Agreement") is entered into as of April 18,
1997 among WellTech Eastern, Inc., a Delaware corporation ("Buyer"), Xxxxxx'x
Well Service, Inc., a ___________ corporation (the "Seller"), and Xxxxxxx X.
Xxxxxx , the sole shareholder of the Seller (the "Shareholder").
W I T N E S S E T H:
WHEREAS, the Seller desires to sell certain of its assets, and Buyer desires to
acquire such assets.
NOW, THEREFORE, in consideration of the premises and of the mutual
representations, warranties, covenants and agreements, and subject to the terms
and conditions herein contained, the parties hereto hereby agree as follows:
Article I
Purchase and Sale of Assets
I.1 Purchase and Sale of the Assets. Subject to the terms and conditions set
forth in this Agreement, the Seller hereby agrees to sell, convey, transfer,
assign and deliver to Buyer all those assets of the Seller which were appraised
and listed on that certain appraisal of Superior Auction Company dated March 5,
1997, a copy of which is attached hereto as Exhibit I.1 and incorporated by
reference, and Seller's phone numbers, customer and supplier lists and the
goodwill associated with Seller's well service business (all such assets being
sold hereunder are referred to collectively herein as the "Assets"):
Seller shall execute and deliver to Buyer a Xxxx of Sale and Assignment
conveying all of Seller's right, title and interest in the Assets to Buyer and
shall execute and deliver such other documents of assignment and conveyance as
are necessary to transfer ownership of the Assets to Buyer.
I.2 Consideration for Assets. As consideration for the sale of the Assets to
Buyer, the execution of those certain non-competition agreements provided herein
and for the other covenants and agreements of the Seller and the Shareholder
contained herein, Buyer agrees to pay to the Seller and Shareholder, on the date
hereof, the total sum of $550,000 as allocated on Schedule 3.3 in the form of a
cashier's check or bank check or wire transfer of immediately available funds to
an account or accounts designated by the Seller.
I.3 Liabilities. Buyer shall not assume any obligations of Seller or Shareholder
and Seller shall be responsible for any and all of its obligations including
without limitation those liabilities and obligations (i) arising from Seller's
employment of those employees of Seller listed on Schedule 3.2 hereto and (ii)
any and all of Seller's environmental obligations (the "Seller Liabilities").
Article II
Representations and Warranties
of the Seller and the Shareholder
II.1 Representations and Warranties of the Seller and the Shareholder. Each of
the Seller and the Shareholder jointly and severally represents and warrants to
Buyer as follows:
II.1.1. Organization and Good Standing. The Seller is a corporation duly
organized, validly existing and in good standing under the laws of its state of
organization, has full requisite corporate power and authority to carry on its
business as it is currently conducted, and to own and operate the properties
currently owned and operated by it, and is duly qualified or licensed to do
business and is in good standing as a foreign corporation authorized to do
business in all jurisdictions in which the character of the properties owned or
the nature of the business conducted by it would make such qualification or
licensing necessary.
II.1.2. Agreements Authorized and their Effect on Other Obligations. The
execution and delivery of this Agreement have been authorized by all necessary
corporate and shareholder action on the part of the Seller and the Shareholder,
and this Agreement is the valid and binding obligation of the Seller and the
Shareholder enforceable (subject to normal equitable principles) against each of
such parties in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, reorganization, debtor relief or similar laws
affecting the rights of creditors generally. The execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby, will not conflict with or result in a violation or breach
of any term or provision of, nor constitute a default under (i) the charter or
bylaws (or other organizational documents) of the Seller or the Shareholder,
(ii) any obligation, indenture, mortgage, deed of trust, lease, contract or
other agreement to which the Seller or the Shareholder is a party or by which
the Seller or the Shareholder or their respective properties are bound; or (iii)
any provision of any law, rule, regulation, order, permits, certificate, writ,
judgment, injunction, decree, determination, award or other decision of any
court, arbitrator, or other governmental authority to which the Seller or the
Shareholder or any of their respective properties are subject.
II.1.3. Contracts. There are no contracts in effect which relate to the Assets
and Buyer shall have the right to own and operate the Assets free from any
contractual obligations entered into by Seller or Shareholder. To the best of
their knowledge, neither the Seller nor the Shareholder has received any
information which would cause either of such parties to conclude that any
customer of the Seller will (or is likely to) cease doing business with the
Seller
II.1.4. Title to and Condition of Assets. The Seller has good, indefeasible and
marketable title to all of the Assets, free and clear of any Encumbrances
(defined below). Buyer has had the opportunity to inspect the Assets and neither
Seller nor Shareholder makes any warranty concerning the condition of said
Assets, the sale hereunder being AS IS, WHERE IS with respect to the condition
of the Assets. All of the Assets conform to all applicable laws governing their
use. No notice of any violation of any law, statute, ordinance, or regulation
relating to any of the Assets has been received by the Seller or the
Shareholder, except such as have been fully complied with. The term
"Encumbrances" means all liens, security interests, pledges, mortgages, deeds of
trust, claims, rights of first refusal, options, charges, restrictions or
conditions to transfer or assignment, liabilities, obligations, privileges,
equities, easements, rights of way, limitations, reservations, restrictions, and
other encumbrances of any kind or nature.
II.1.5. Licenses and Permits. There are no licenses or permits necessary under
law or otherwise for the operation, maintenance and use of the Assets in the
manner in which they are now being operated, maintained and used.
II.1.6. Financial Statements. The Seller has delivered to Buyer copies of
certain unaudited financial statements of Seller, copies of which are attached
hereto as Schedule 2.1.7 (collectively, the "Seller Financial Statements") and
include an unaudited balance sheet (the Unaudited Balance Sheet") as of December
31, 1996 (the "Balance Sheet Date"). The Seller Financial Statements are true,
correct and complete in all material respects and present fairly and fully the
financial condition of the Seller as at the dates and for the periods indicated
thereon, and have been prepared in accordance with generally accepted accounting
principles as promulgated by the American Institute of Certified Public
Accountants ("GAAP") applied on a consistent basis, except as noted therein.
Each of the Seller Financial Statements include all adjustments which are
necessary for a fair presentation of the applicable Seller's results for that
period. The inventories of the Seller reflected in the Unaudited Balance Sheet,
or which have thereafter been acquired by the Seller, consist of items of a
quality and quantity salable in the normal course of the applicable Business.
The values at which such inventories are carried are in accordance with GAAP
applied on a consistent basis, and are consistent with the normal inventory
level and practices of the Seller with respect to the Business.
II.1.7. Absence of Certain Changes and Events. Other than as a result of the
transactions contemplated by this Agreement, since the Balance Sheet Date, there
has not been:
(a) Financial Change. Any adverse change in the Assets or the financial
condition, operations, liabilities or prospects of the Seller;
(b) Property Damage. Any damage, destruction, or loss to any of the Assets
(whether or not covered by insurance);
(c) Waiver. Any waiver or release of a material right of or claim held by the
Seller;
(d) Change in Assets. Any acquisition, disposition, transfer, encumbrance,
mortgage, pledge or other encumbrance of any asset of the Seller other than in
the ordinary course of business;
(e) Labor Disputes. Any labor disputes between the Seller and its employees; or
(f) Other Changes. Any other event or condition known to the Seller or the
Shareholder that particularly pertains to and has or might have an adverse
effect on the Assets or the financial condition or prospects of the Seller.
II.1.8. Necessary Consents. The Seller has obtained and delivered to Buyer all
consents to assignment or waivers thereof required to be obtained from any
governmental authority or from any other third party in order to validly
transfer the Assets hereunder, including, without limitation, any consents
required to assign the Contracts or the Seller Permits.
II.1.9. Environmental Matters. None of the current or past operations of the
Assets is being or has been conducted or used in such a manner as to constitute
a violation of any Applicable Environmental Laws (defined below). Neither the
Seller nor the Shareholder has received any notice (whether formal or informal,
written or oral) from any entity, governmental agency or individual regarding
any existing, pending or threatened investigation or inquiry related to
violations of any Applicable Environmental Laws or regarding any claims for
remedial obligations or contribution for removal costs or damages under any
Applicable Environmental Laws. There are no writs, injunction decrees, orders or
judgments outstanding, or lawsuits, claims, proceedings or investigations
pending or, to the knowledge of the Seller or the Shareholder, threatened
relating to the ownership, use, maintenance or operation of the Assets nor, to
the knowledge of the Seller or the Shareholder, is there any basis for any of
the foregoing. Buyer is not required to obtain any permits, licenses or similar
authorizations pursuant to any Applicable Environmental Laws in effect as of the
date hereof to operate and use any of the Assets for their current or proposed
purposes and uses. To the knowledge of either the Seller or the Shareholder, the
Assets include all environmental and pollution control equipment necessary for
compliance with all Applicable Environmental Laws. No Hazardous Materials
(defined below) have been or are currently being used by the Seller in the
operation of the Assets. No Hazardous Materials are or have ever been
incorporated into any of the Assets. The term "Applicable Environmental Laws"
means any applicable federal, state or local law, statute, ordinance, rule,
regulation, order or notice requirement pertaining to human health, the
environment, or to the storage, treatment, discharge, release or disposal of
hazardous wastes or hazardous substances, including, without limitation (i) the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42
U.S.C. ss.ss.9601 et seq.), as amended from time to time, including, without
limitation, as amended pursuant to the Superfund Amendments and Reauthorization
Act of 1986 ("CERCLA"), and regulations promulgated thereunder, (ii) the
Resources Conservation and Recovery Act of 1976 (42 U.S.C. ss.ss.6901 et seq.),
as amended from time to time ("RCRA"), and regulations promulgated thereunder,
(iii) the Federal Water Pollution Control Act (U.S.C.A. ss.9601 et seq.), as
amended, and regulations promulgated thereunder, and (iv) any applicable state
laws or regulations relating to the environment. The term "Hazardous Materials"
means (x) asbestos, polychlorinated biphenyls, urea formaldehyde, lead based
paint, radon gas, petroleum, oil, solid waste, pollutants and contaminants, and
(y) any chemicals, materials, wastes or substances that are defined, regulated,
determined or identified as toxic or hazardous in any Applicable Environmental
Laws, including, but not limited to, substances defined as "hazardous
substances," "hazardous materials," or "hazardous waste" in CERCLA, RCRA, the
Hazardous Materials Transportation Act (49 U.S.C. ss. 1801, et seq.), or
comparable state and local statutes or in the regulations adopted and
publications promulgated pursuant to said statutes.
II.1.10. No ERISA Plans or Labor Issues. No employee benefit plan of the Seller,
whether or not subject to any provisions of the Employee Retirement Income
Security Act of 1974, as amended, will by its terms or applicable law, become
binding upon or an obligation of Buyer. The Seller has not engaged in any unfair
labor practices which could reasonably be expected to result in a material
adverse effect on the Assets. The Seller does not have any dispute with any of
its existing or former employees, and there are no labor disputes or, to the
knowledge of the Seller or the Shareholder, any disputes threatened by current
or former employees of any of the Seller.
II.1.11. Investigations; Litigation. No investigation or review by any
governmental entity with respect to the Seller or any of the transactions
contemplated by this Agreement is pending or, to the knowledge of the Seller or
the Shareholder, threatened, nor has any governmental entity indicated to either
the Seller or the Shareholder an intention to conduct the same. There is no
suit, action, or legal, administrative, arbitration, or other proceeding or
governmental investigation pending to which either the Seller or the Shareholder
is a party or, to the knowledge of either the Seller or the Shareholder, might
become a party or which particularly affects the Assets.
II.1.12. Absence of Certain Business Practices. Neither the Seller, nor any
officer of the Seller, nor to the best of Seller's knowledge, employee or agent
of the Seller, or any other person acting on behalf of any of the Seller, have,
directly or indirectly, within the past five years, given or agreed to give any
gift or similar benefit to any customer, supplier, government employee or other
person who is or may be in a position to help or hinder the profitable use of
the Assets (or to assist the Seller in connection with any actual or proposed
transaction) which if not given in the past, might have had a material adverse
effect on the profitable use of the Assets, or if not continued in the future,
might materially adversely affect the profitable use of the Assets.
II.1.13. Solvency. The Seller is not presently insolvent, nor will the Seller be
rendered insolvent by the occurrence of the transactions contemplated by this
Agreement. The term "insolvent", with respect to a particular Seller, means that
the sum of the present fair and saleable value of such Seller's assets does not
and will not exceed its debts and other probable liabilities, and the term
"debts" includes any legal liability whether matured or unmatured, liquidated or
unliquidated, absolute fixed or contingent, disputed or undisputed or secured or
unsecured.
II.1.14. Untrue Statements. This Agreement and all other agreements executed by
the Seller or the Shareholder and delivered to Buyer does not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. The Seller has also
made available to Buyer true, complete and correct copies of all lists of
suppliers and customers, and records relating to the Assets, and such
information covers all commitments and liabilities of Buyer relating principally
to the Assets.
II.1.15. Finder's Fee. All negotiations relative to this Agreement and the
transactions contemplated hereby have been carried on by the Seller, the
Shareholder and their counsel directly with Buyer and its counsel, without the
intervention of any other person in such manner as to give rise to any valid
claim against any of the parties hereto for a brokerage commission, finder's fee
or any similar payment.
Article III
Additional Agreements
III.1 Noncompetition. Except as otherwise consented to or approved in writing by
Buyer, each of the Seller and the Shareholder agree that for a period of 60
months following the date hereof, such party will not, directly or indirectly,
acting alone or as a member of a partnership or a holder of, or investor in as
much as 5% of any security of any class of any corporation or other business
entity (i) engage in any business in competition with the business or businesses
conducted by the Seller on the date hereof or by Buyer (or Buyer's affiliates)
on the date hereof, or in any service business the services of which are
provided and marketed by the Seller on the date hereof or by Buyer (or Buyer's
affiliates) on the date hereof in the following states: West Virginia, Virginia,
Kentucky, Ohio, Pennsylvania, New York, Maryland and Indiana (the
"Non-Competition Territory"); (ii) request any present customers or suppliers of
the Seller to curtail or cancel their business with Buyer; (iii) disclose to any
person, firm or corporation any trade, technical or technological secrets of
Buyer (or Buyer's affiliates) or of the Seller or any details of their
organization or business affairs or (iv) induce or actively attempt to influence
any employee of Buyer (or Buyer's affiliates) to terminate his employment. Buyer
acknowledges that Seller owns oil and gas xxxxx and is engaged in the production
of oil and gas therefrom. Nothing contained herein shall be construed to
prohibit Seller or Shareholder from continuing to engage in said oil and gas
production within the Non-Competition Territory and from servicing only such oil
and gas xxxxx owned by Seller or Shareholder; provided however that Seller and
Shareholder agree that any equipment acquired or leased by Seller or Shareholder
for the purpose of servicing Seller or Shareholder's oil and gas xxxxx shall be
used exclusively for the purpose of servicing Seller or Shareholder's xxxxx and
not for xxxxx owned by others or for compensation. Each of the Seller and the
Shareholder agree that if either the length of time or geographical area as set
forth in this Section 3.1 is deemed too restrictive in any court proceeding, the
court may reduce such restrictions to those which it deems reasonable under the
circumstances. The obligations expressed in this Section 3.1 are in addition to
any other obligations that the Seller and the Shareholder may have under the
laws of any state requiring a corporation selling its assets (and the
shareholders of such corporation) to limit its activities so that the goodwill
and business relations being transferred with such assets will not be materially
impaired. Each of the Seller and the Shareholder further agree and acknowledge
that Buyer does not have any adequate remedy at law for the breach or threatened
breach by the Seller or the Shareholder of the covenants contained in this
Section 3.1, and agree that Buyer may, in addition to the other remedies which
may be available to it hereunder, file a suit in equity to enjoin the Seller or
the Shareholder from such breach or threatened breach. If any provisions of this
Section 3.1 are held to be invalid or against public policy, the remaining
provisions shall not be affected thereby. Each of the Seller and the Shareholder
acknowledges that the covenants set forth in this Section 3.1 are being executed
and delivered by such party in consideration of the covenants of Buyer contained
in this Agreement, and for other good and valuable consideration, the receipt of
which is hereby acknowledged.
III.2 Hiring Employees. Schedule 3.2 hereto is a complete and accurate listing
of all employees of the Seller that devote their full time and effort in the
operation of the Assets and the conduct of the Business (the "Employees").
Effective as of the date hereof, all of the Employees shall be terminated by the
Seller and, subject to such Employees meeting Buyer's standard employment
eligibility requirements, hired by Buyer. Buyer shall have no liability or
obligation with respect to any employee benefits of any Employee except those
benefits that accrue pursuant to such Employees' employment with Buyer on or
after the date hereof. Each of the Seller and the Shareholder shall cooperate
with Buyer in connection with any offer of employment from Buyer to the
employees and use its best efforts to cause the acceptance of any and all such
offers. All Employees hired by Buyer shall be at-will employees of Buyer.
III.3 Allocation of Purchase Price. The parties hereto agree to allocate the
purchase price paid by Buyer for the Assets hereunder as set forth on Schedule
3.3 hereto, and shall report this transaction for federal income tax purposes in
accordance with the allocation so agreed upon. The parties hereto for themselves
and for their respective successors and assigns covenant and agree that they
will file coordinating Form 8594's in accordance with Section 1060 of the
Internal Revenue Code of 1986, as amended, with their respective income tax
returns for the taxable year that includes the date hereof.
III.4 Additional Non-Competition Agreements. The parties acknowledge that Seller
intends to give certain consideration to each of the following persons from the
consideration received from Buyer: Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxx Xxxxxx
XX, Xxxxxxxxxxx Xxxxxx and Xxxxx Xxxxxx. Buyer's obligations hereunder are
expressly conditioned upon the execution of those certain Non-Competition
Agreements between Buyer and Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxx Xxxxxx XX,
Xxxxxxxxxxx Xxxxxx and Xxxxx Xxxxxx and Seller and Shareholder agree that they
shall deliver to Buyer within 30 days hereof executed Non-Competition Agreements
between Buyer and each of the individuals named in this Section III.4.
III.5 Further Assurances. From time to time, as and when requested by any party
hereto, any other party hereto shall execute and deliver, or cause to be
executed and delivered, such documents and instruments and shall take, or cause
to be taken, such further or other actions as may be reasonably necessary to
effect the transactions contemplated hereby.
Article IV
Indemnification
IV.1 Indemnification by the Seller and the Shareholder. In addition to any other
remedies available to Buyer under this Agreement, or at law or in equity, each
of the Seller and the Shareholder shall, jointly and severally, indemnify,
defend and hold harmless Buyer and its officers, directors, employees, agents
and stockholders, against and with respect to any and all claims, costs,
damages, losses, expenses, obligations, liabilities, recoveries, suits, causes
of action and deficiencies, including interest, penalties and reasonable
attorneys' fees and expenses (collectively, the "Damages") that such indemnitee
shall incur or suffer, which arise, result from or relate to (i) any breach of,
or failure by either the Seller or the Shareholder to perform, their respective
representations, warranties, covenants or agreements in this Agreement or in any
schedule, certificate, exhibit or other instrument furnished or delivered to
Buyer by the Seller or the Shareholder under this Agreement; and (ii) the Seller
Liabilities.
IV.2 Indemnification Procedure. If any party hereto discovers or otherwise
becomes aware of an indemnification claim arising under Section 4.1 of this
Agreement, such indemnified party shall give written notice to the indemnifying
party, specifying such claim, and may thereafter exercise any remedies available
to such party under this Agreement; provided, however, that the failure of any
indemnified party to give notice as provided herein shall not relieve the
indemnifying party of any obligations hereunder, to the extent the indemnifying
party is not materially prejudiced thereby. Further, promptly after receipt by
an indemnified party hereunder of written notice of the commencement of any
action or proceeding with respect to which a claim for indemnification may be
made pursuant to this Article 4, such indemnified party shall, if a claim in
respect thereof is to be made against any indemnifying party, give written
notice to the latter of the commencement of such action; provided, however, that
the failure of any indemnified party to give notice as provided herein shall not
relieve the indemnifying party of any obligations hereunder, to the extent the
indemnifying party is not materially prejudiced thereby. In case any such action
is brought against an indemnified party, the indemnifying party shall be
entitled to participate in and to assume the defense thereof, jointly with any
other indemnifying party similarly notified, to the extent that it may wish,
with counsel reasonably satisfactory to such indemnified party, and after such
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party shall not be liable to
such indemnified party for any legal or other expenses subsequently incurred by
the latter in connection with the defense thereof unless the indemnifying party
has failed to assume the defense of such claim and to employ counsel reasonably
satisfactory to such indemnified person. An indemnifying party who elects not to
assume the defense of a claim shall not be liable for the fees and expenses of
more than one counsel in any single jurisdiction for all parties indemnified by
such indemnifying party with respect to such claim or with respect to claims
separate but similar or related in the same jurisdiction arising out of the same
general allegations. Notwithstanding any of the foregoing to the contrary, the
indemnified party will be entitled to select its own counsel and assume the
defense of any action brought against it if the indemnifying party fails to
select counsel reasonably satisfactory to the indemnified party, the expenses of
such defense to be paid by the indemnifying party. No indemnifying party shall
consent to entry of any judgment or enter into any settlement with respect to a
claim without the consent of the indemnified party, which consent shall not be
unreasonably withheld, or unless such judgment or settlement includes as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability with respect to such claim. No
indemnified party shall consent to entry of any judgment or enter into any
settlement of any such action, the defense of which has been assumed by an
indemnifying party, without the consent of such indemnifying party, which
consent shall not be unreasonably withheld.
Article V
Miscellaneous
V.1 Survival of Representations, Warranties and Covenants. All representations,
warranties, covenants and agreements made by the parties hereto shall survive
indefinitely without limitation, notwithstanding any investigation made by or on
behalf of any of the parties hereto. All statements contained in any
certificate, schedule, exhibit or other instrument delivered pursuant to this
Agreement shall be deemed to have been representations and warranties by the
respective party or parties, as the case may be, and shall also survive without
limitation despite any investigation made by any party hereto or on its behalf.
V.2 Entirety. This Agreement embodies the entire agreement among the parties
with respect to the subject matter hereof, and all prior agreements between the
parties with respect thereto are hereby superseded in their entirety.
V.3 Notices and Waivers. Any notice or waiver to be given to any party hereto
shall be in writing and shall be delivered by courier, sent by facsimile
transmission or first class registered or certified mail, postage prepaid,
return receipt requested.
If to Buyer
Addressed to: With a copy to:
WellTech Eastern, Inc. Xxxxxx & Xxxxxx, L.L.P.
Two Tower Center, Tenth Floor 000 Xxxxxxxxx
Xxxx Xxxxxxxxx, Xxx Xxxxxx 00000 Xxxxxxx, Xxxxx 00000-0000
Attn: General Counsel Attention: Xxxxxx X. Xxxxx
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000
If to the Seller or the Shareholder
Addressed to:
Xxxxxxx X. Xxxxxx
Xxxxx 0, Xxx 000
Xxxxxxx, Xxxx Xxxxxxxx 00000
Facsimile: (000) 000-0000
Any communication so addressed and mailed by first-class registered or certified
mail, postage prepaid, with return receipt requested, shall be deemed to be
received on the third business day after so mailed, and if delivered by courier
or facsimile to such address, upon delivery during normal business hours on any
business day.
V.5 Captions. The captions contained in this Agreement are solely for convenient
reference and shall not be deemed to affect the meaning or interpretation of any
article, section, or paragraph hereof.
V.6 Successors and Assigns. This Agreement shall be binding upon and shall inure
to the benefit of and be enforceable by the successors and assigns of the
parties hereto.
V.7 Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, void, or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions shall remain in full force and effect and shall in no way be
affected, impaired or invalidated. It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such which may
be hereafter declared invalid, void or unenforceable.
V.8 Applicable Law. This Agreement shall be governed by and construed and
enforced in accordance with the applicable laws of the State of West Virginia.
IN WITNESS WHEREOF, the Shareholder has executed this Agreement and the other
parties hereto have caused this Agreement to be signed in their respective
corporate names by their respective duly authorized representatives, all as of
the day and year first above written.
BUYER:
WELLTECH EASTERN, INC.
By:
Name: Xxxxxxx X. Xxxx
Title: Vice-President
SELLER:
XXXXXX'X WELL SERVICE, INC.
By:
Name:
Title:
SHAREHOLDER:
---------------------------------
Xxxxxxx X. Xxxxxx
-1-
SCHEDULE 3.3
ALLOCATION OF PURCHASE PRICE
Equipment $300,000 - Xxxxxx Well Service, Inc.
Covenant Not to Compete $250,000 - Xxxxxxx X. Xxxxxx
