PURCHASE PAYMENT AGREEMENT
This PURCHASE PAYMENT AGREEMENT '(this "Agreement") is
entered into this day of September 8th, 1999, by and between
Worldwide Energy, Inc. a Oklahoma Corporation with its principal
offices located at 3169 Bet Air Dr., Las Vegas Country Club, Las
Vegas, Nevada 89109("Seller") and World-Link Capital LLG a Nevada
Limited Liability Company, with its principal offices located at
0000 Xxxxxxx Xx, Xxxxx X, Xxx Xxxxx Xxxxxx 89102("Purchaser").
Purchaser and Seller are sometimes referred to herein
individually as a. "Party" and collectively as the "Patties."
RECITALS
Whereas, Xxxxxx Van [loose ("Xx. Xxx Xxxxx") a resident of
Nevada, Whose address is the same as that of Purchaser executed a
Asset Purchase Agreement ("Acquisition Asset Agreement") dated
September 8th 1999, with Worldwide Energy, Inc. ("WWEN") under
which World-Link Capital LLC, has agreed to purchase coal Leases
issued by the State of Utah, Trust Lands Administration owned by
Seller, as Follows: ML43952, and ML45963 (the "Acquisition
Assets"); Coal Leases (more fully described in Exhibit "A"
hereto, hereinafter the "Acquisition Assets") 1-1rom, Worldwide
Energy for a total payment of two hundred million dollars
($200,000,000); and
Whereas, Purchaser has requested Seller loan. to Purchaser
the unpaid balance of the purchase price for the Acquisition
Assets, as partial consideration for such. loan, Has agreed to
grant the, Seller an option to acquire 25% Equity of World-Link
Capital, LLC. (Hereinafter the "Project") and
Whereas, Purchaser is also prepared to give Seller a
security interest pursuant to the Security Agreement attached
hereto as Exhibit B and, a. First lien. on the State of Utah,
Trust Lands Administration Coal leases numbers: ML43955, ML43952
and ML45963; and
Now, therefore, in consideration of the premises and the
mutual covenants set forth herein, and for other good and
valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Parties, intending to be legally bound,
hereby agree as follows:
Article 1. Definitions; Rules of Interpretation
1.1Definitions
For purposes of (his Agreement, capitalized tern-is
used but not otherwise defined herein, shall. have the meaning
set forth below.
"Base Rate" means the interest rate on outstanding
amounts of principal under the Loan which rate shall equal twelve
percent (8%) per annum
"Default Rate" has the meaning set out in Section
2.2(b),
"Event of Default" has the meaning set out in Section
9.1 hereof,
"Governmental Authority" shall mean any nation, state,
sovereign, or government, any federal, regional, state, local of
political Subdivision and any entity, including, any court,
exercising executive, legislative, judicial, regulatory or
administrative -functions of, or pertaining to government,
including the judiciary.
"Indebtedness" shall mean any obligation (whether
present or future, actual or contingent, secured or unsecured, as
Principal or Surety or otherwise.) of Purchaser for the payment
or repayment of money, and. includes title transfer, hire
purchase or similar arrangements having the effect of
indebtedness.
"Lien" shall mean any security interest,
hypothecation, assignment, deposit arrangement, encumbrance, HCD
(Statutory or other), or preference, priority or other Security
agreement of any kind or nature w1tatsoever, including, without
limitation, any conditional sale or other title retention
agreement, any financing lease having substantially the same
effect as arty of the foregoing and the filing of' any financing
statement or similar instrument.
"Loan.... shall mean the unpaid balance of the
purchase price of the Acquisition Asset from. Seller to Purchaser
in the aggregate principal amount of one hundred million dollars
($100,000,000).
"Loan Repayment Date" (i) Two (2) years from date
first written above in two (2) installment as follows: 1st
payment of seventy five million dollars ($75,000,000) one (1)
year from closing Escrow of the [Permitted Sale] of Acquisition
Assets (ii) 2nd payment of twenty five million dollars due two
(2) years from date first written above from close of' [Permitted
Sale] purchase of Acquisition Asset escrow as acquired by
Purchaser.
"Permitted Sale" means State of Utah, Trust Lands
Administration Coal Leases numbers ML43955, ML43952, and ML45963;
the Acquisition Assets as acquired by Purchaser.
"Project". Means the total World-Link Capital LL.C. A
Nevada Limited Liability Company, in the United States, Venezuela
and Mexico.
1.2 Rules of Interpretation
(a) Words importing the Singular shall include the
plural and vice versa; words importing one gender shall include
all genders.
(b) The words "hereof," "herein," "hereunder" and words
of similar import when used in. this Agreement shall, unless
otherwise expressly specified, refer to this Agreement as a whole
and not to any particular provision of this Agreement and all.
references to sections or articles shall -be references to
sections or articles, as the case may be, of this Agreement
unless otherwise expressly specified.
(c) The word "including" shall not be construed as, nor
shall it take effect as, limiting the generality of the
foregoing.
Article 2. Amount and Terms of Loan
2.1 Loan
(a)Loan Commitment (Balance of Purchase Price)
Seller hereby irrevocably commits, subject to the
fulfillment of the terms and conditions set forth in this
Agreement, to accept in installment payments the unpaid balance
in the principal amount of one hundred million dollars
($100,000,000) upon satisfaction of the conditions to tending set
out herein. The obligation of Purchaser to repay the Loan shall
be evidenced by this Agreement and by promissory note executed by
Purchaser, substantially in the form. attached hereto as Exhibit
D.
(b) Termination of Loan Commitment
The foregoing Loan commitment shall terminate if
the conditions precedent to funding of the Initial Loan set out
in Section 5. 1. have not been satisfied by November 1, 1999,
unless Seller extends such deadline in writing. Following the
expiration of the Loan commitment, Seller shall have no
obligation to make the Loan to Purchaser hereunder,
2.2 Interest
(a) Base Rate
Interest shall accrue on the aggregate outstanding
and unpaid principal balance of each Loan installment from the
date on which such loan installment is drawn. until the loan.
Repayment Date at a rate per annum equal to twelve Percent (8%).
(b) Default Rate
Any amounts not paid when due hereunder, after
demand is made therefor, shall bear interest at a Default Rate
equal to fourteen percent (10%) per annum.
(c) Computation of Interest
Interest shall be Computed on the basis of a three
hundred sixty-- (360) day year and the actual number of' days
elapsed. All accrued and unpaid interest shall be due and payable
on the Loan Repayment Date.
2.3 Payments
(a) Repayment Dates
The Purchaser shall pay to the Seller in two
installments the entire principal of the Loan plus all accrued
and unpaid interest thereon, on the Loan Repayment Dates.
2.4 Optional Prepayment
Notwithstanding anything contained herein. to the
contrary, the Purchaser may prepay the Loan in their entirety at
any time without premium or penalty; provided, however, that
Purchaser shall give Seller notice of any such prepayment, and
Seller shall remain entitled to (i) 25% share in the proceeds of
any subsequent re-sale of the Project, (including any resale
which occurs within five years of the date of prepayment) and
(ii.) exercise the Purchase Option set out in Section M. All
prepayments made hereunder shall include payments of interest on
the amount prepaid to and including the date of prepayment.
2.5 Payment Procedures
All payments of principal and interest to be made by
Purchaser to Seller hereunder shall be payable in immediately
available funds at such. location and to such account as may be
designated by the Seller in. writing from time to time without
deduction, set off, or counterclaim, not later than. 2:00 p.m.
pacific time on the date on which such payment shall become due.
If any day on which a payment is to be made hereunder is riot a.
business day, then such payment shall be made on. the next
business day. Any and all payments to be made under this
Agreement shall be payable by federal funds, batik wire transfer
to Seller, or by certified batik or cashier's check.
2.6 Payments Free and Clear of Taxes
(a) All payments on the principal of, and interest on,
the Loan payable under this Agreement by Purchaser to Seller
shall be free and clear of, and Without reduction by reduction of
any and all present and Future income, stamp and other taxes and
levies, imposts, deductions, charges, compulsory Loan and
withholdings whatsoever imposed, assessed, levied or collected by
any Governmental Authority or any political subdivision or taxing
authority thereof or therein (other than tax on the general
income of Seller), together with interest thereon and penalties
with respect thereto, if any, on or in respect of this Agreement,
the Loan, the registration, notarization or other formalization
of any thereof, and any payments of principal, interest, charges,
fees or other amounts made on, under, or in respect thereof
(hereinafter "Taxes"), all of which will be paid by Purchaser,
for its own account, prior to the date on which penalties attach
thereto.
(b) In the event that Purchaser is required by
applicable law, decree or regulation. to deduct or withhold. any
Taxes from any amounts payable on., tinder, or in respect of this
Agreement or the Loan, Purchaser shall pay Seller such additional
amounts as may be required, after the deduction or withholding of
Taxes, to enable Seller to receive from Purchaser an amount equal
to the amount stated to be payable under this Agreement.
(c) Purchaser shall furnish Seller original tax
receipts in respect of any withholding of 'Taxes required tinder
this Section within thirty (30) days after the date of each
payment of interest which is subject to any Taxes, and Purchaser
shall promptly furnish Seller any other information, documents
and receipts that Seller, may in its sole discretion from
time-to-time, require to establish to its satisfaction that full
and timely payment has been made of all Taxes required to be paid
under this Section.
(d) The obligations of Purchaser Under this Section
shall survive the termination of this Agreement and the repayment
of the Loan.
Article 3. Option of Seller to Purchase Acquisition Assets
3.1 Sellers Option:
The Purchaser hereby grants irrevocably and commits to
the Seller a twenty five per. Cent (25%) Equity interest in the
Project (World-Link Capital, LLC. Free and clear with out
reduction.
3.2 Failure of Seller to Exercise Purchase Option for
Acquisition Assets
In the event that Seller fails to exercise the Purchase
Option on of before March 31, 2002, or within. such extended
period as Seller may elect pursuant to Section 31(b), Purchaser
shall be obligated to re-pay the Loan in full by the Loan
Repayment Date, subject to Purchaser's right to cure any such
default tinder Section 9. 1.
3.3 Assignment
Purchaser may not assign all or part of its equity
participation option without the express written. approval of
Seller.
3.4Sellers Option to Accept Fee in Lieu of Equity
Participation
In the event that Seller chooses not to participate as
a twenty five percent (25%) equity owner in the Project pursuant
to the provisions of Section 4. 1 or otherwise defaults in
payment of its obligations under Section 4. 1, -Purchaser shall
be entitled to a fee equal to fifty million dollars ($50,000,000)
payable to Seller upon successful Commercial Operation whether or
not such project utilizes the Acquisition Assets. For purposes of
this Agreement, "Commercial Operation" shall mean the date on
which Seller or the Project ownership entity has satisfied any
preconditions established by a purchaser of the Project. Upon
receipt of the fifty million dollar ($50,000,000) development
fee, Seller shall relinquish all rights to participate as an
equity owner in the Project or receive any revenues therefrom,
Article 4. Formation of Limited Partnership or Limited Liability
Company
4.1 Formation of Limited Partnership
Formation of Limited Partnership or Limited Liability
Company in the event Seller exercises option to purchase Twenty
Five Percent (25%) Interest in the Project.
4.2 In the event that Seller exercises its option
In the event that Seller exercises its option to
purchase a twenty five percent (251%) equity interest in the
Project pursuant to the terms of Section 4. 1, the Parties agree
to negotiate in good faith the terms of' a limited partnership
agreement or limited liability company operating agreement under
which Purchaser shall either have a twenty five percent (25%)
limited partnership interest, or a twenty five percent (25%)
membership interest (in the case of a limited liability company).
In either case, all decisions regarding Project development,
financing operations and all other aspects of the Project shall.
be determined by simple majority vote (fifty-one percent (51%)),
subject also to the right of Seller or an affiliate thereof to
serve as managing general partner (in the case of a partnership)
or as manager (in the case of a limited liability company).
Seller's rights shall be limited to those typically given a
limited partner under a limited partnership agreement or minority
Member interest in the case of a limited liability company.
Seller shall be responsible for the drafting of any required
partnership or operating agreement, which agreement shall be
available to Purchaser prior to the exercise of its option to
acquire a twenty live percent (25%) equity interest in. the
Project. If the Parties cannot reach Mutual agreement on a.
partnership or limited liability company operating agreement, as
the case may be, Seller shall have the right to elect the
development fee set out in Section 4.2.
Article 5. Conditions Precedent
5.1 Initial Loan
The Initial installment loan is subject to the
Purchaser exercising an initial payment of one hundred million
dollars ($100,000,000) against the total purchase price of two
hundred million dollars ($200,000,000) 'for the purchase of the
Acquisition Assets. The Loan shall subject to the down payment
mid the Seller shall finance the balance of the purchase price
for a period of not more than two (2) years from close of Escrow
subject to the satisfaction of the following conditions
precedent.
5.2 Security
The Security Agreement (in the form attached hereto as
Exhibit 13) and all such other agreements, actions and UCC
filings (including a Lien search conducted by Seller showing no
other outstanding Liens) required to create in favor of Seller a
first priority security interest in the Acquisition Assets shall
have been entered into and/or accomplished and such security
interest shall have been created and perfected.
5.3 Title
Seller shall have provided to Escrow copies of all
Leases free and clear of any prior security interests, Liens
applicable to the Acquisition Assets as well documentation from
Seller Containing adequate warranties that Seller has good and
clear title to the Acquisition Assets free of liens and security
interests,
5.4 Insurance Binder
Purchaser shall have delivered to Seller an insurance
binder from an insurance company reasonably acceptable to Seller,
setting out the coverage's required by Section 7.5 of this
Agreement.
5.5.Satisfaction of Conditions to Initial Loan
Purchaser shall have satisfied all of the conditions
set out in Section 5.1 to funding of the Initial down payment.
5.6 Execution of Xxxx of Sale
Seller shall have executed a bi11 of sale substantially
in the form attached as Exhibit "B" to the Acquisition Assets
Sale Agreement giving Purchaser good title to the Acquisition
Assets, Subject only to the lien in favor of Seller.
Article 6. Representations and Warranties
The Purchaser represents and warrants to Seller that:
6.1 Organization and Authorization
The Purchaser is a Limited Liability Company duty
organized, validly existing, and in good standing tinder the
laws of the State of Nevada
The execution, delivery and performance of this
Purchase Payment Agreement (i) has been duty authorized by all
requisite parties of Limited Liability company, and (ii) will not
violate any existing requirement of law or any agreement,
certificate, undertaking, commitment, instrument or other
document to which the Purchaser or any of its assets may be bound
or affected
6.2 No Proceedings
There is no legal action, suit, or proceeding in any
court or before any Governmental Authority or arbitral tribunal
now pending or, to the best knowledge of Purchaser, threatened
against Purchaser which would prevent or materially interfere
with the fulfillment of Purchaser's obligations hereunder.
6.3 Due Authorization
Purchaser has all necessary power, authority and legal
right to execute, deliver and perform its obligations tinder
this Agreement, and this Agreement will constitute a legal,
valid and binding obligation of Purchaser, enforceable against
the Purchaser in accordance with its terms.
6.4 Security
When executed, delivered, registered, filed and
notified as contemplated hereby, the Security Agreement shall
create a valid and perfected recorded first priority Lien on the
Acquisition Assets, subject to no equal or priority Liens,
enforceable against Purchaser, any trustee in bankruptcy (or
equivalent) and any attaching creditor or other third party in
accordance with its terms.
6.5 Existing Liens
There are no existing Liens, security interest, or
mortgages applicable to the Acquisition Assets or the except for
the security interest created in favor of Seller by the Security
Agreement.
6.6 Misstatement of Fact
No information provided by Purchaser to Seller
regarding the Acquisition Assets contains a material misstatement
of fact, to state any material fact
Article 7. Affirmative Covenants of Purchase
Purchaser covenants and agrees with Seller that for so long
as any Loan is outstanding and until all amounts payable by
Purchaser hereunder have been fully paid, Purchaser will:
7.1 No Liens
Keep the Acquisition Assets free of any Liens or other
claims, other than the security interest created by the Security
Agreement, following acquisition of the Acquisition Assets by
Purchaser.
7.2 Seller as Additional Insured
Seller shall be named as an additional insured on such
policy. Maintain a Comprehensive general liability insurance
coverage in an. amount not less than twenty million dollars
($20,000,000) with an. insurer reasonably acceptable to Seller
under which Seller is named as an additional insured Seller shall
have the right to obtain copies of all such insurance policies,
and such policies shall provide for written notice to Seller at
least thirty (30) days in advance of any cancellation of such
policies by the insurer
7.3 Indemnity
Purchaser agrees to indemnify, defend and hold Seller
and its successors, assigns, directors, officers, employees,
agents, attorneys, trustees and servants (each individually, an
"Indemnitee" and collectively, "Indemnitee") harmless from any
and all liabilities, obligations, damages, injuries, penalties,
claims, demands, actions, suits, judgements and any and all costs
and. expenses (including reasonable attorneys' fees and
disbursements) (such expenses in this Section 7.7 the "Expenses")
of whatsoever kind and nature imposed on, asserted against or
incurred by any of the Indemnitee in any way relating to or
arising out of (i) this Purchase Payment Agreement or the
Security Agreement or documents executed in connection herewith.,
or in any way connected with the enforcement of any of the terms
hereof or thereof, or the preservation of any rights hereunder or
thereunder, (ii) the ownership, purchase, delivery, control,
acceptance, lease, financing, possession, operation, condition,
sale, return or other disposition, or the Acquisition Assets
arid, (iii) the violation by the Purchaser of the Laws of the
United States, any state or other Governmental Authority, (iv)
any tort of the Purchaser or its agent,,;, or (v) any contract
claim against the Purchaser or its agents, except to the extent
any of the foregoing is determined to have arisen from the gross
negligence or willful misconduct of any Indemnitee or to have
been caused solely and directly by the acts, or omissions of
Seller after taking control- and possession of all Or any portion
of the Acquisition Assets and, to the extent such acts or
omissions were not Commercially Reasonable.
Purchaser agrees that upon written demand by any
Indemnitee of the assertion of such a liability, obligation,
damage, injury, penalty, claim, demand, action, judgment or suit,
Purchaser shall assume full responsibility for the defense
thereof
Article 8. Negative Covenants
8.1 Disposal of Acquisition Assets and, if Applicable
Purchaser shall not dispose of the Acquisition Assets,
or enter into any agreement for the sale of Acquisition Assets,
other than in compliance with the provisions of this Agreement,
arid in. no event shall Purchaser accept any payments for such
Acquisition Assets until fully satisfying obligations to Seller
hereunder.
8.2 Creation of Additional Security Interests
Purchaser shall not grant an additional security
interest in the Acquisition Assets or, grant a second mortgage,
nor allow the Acquisition Assets or to be encumbered without the
prior written consent of Seller.
Article 9. Events of Default; Remedies
9.1 Events of Default
Purchaser shall be in defaults of its obligations
under this Agreement upon the occurrence and continuation of any
of the following events (hereinafter a "Purchaser Event of
Default"):
(a) Purchaser attempts to assign or sell its ownership
interest in the Acquisition Assets, without complying fully with
the requirements of this Agreement as to any such sale.
(b) Purchaser files a voluntary petition in
bankruptcy, consents to the appointment of' a receiver, admits
its inability to pay its debts when due, makes an assignment for
the benefit of its creditors, or is the Subject of an involuntary
bankruptcy filing which remains unstayed or is not dismissed
within forty-five (45) days of filing.
(c) Purchaser fails to pay when due outstanding
principal arid accrued interest under this Agreement following
receipt of written notice from Seller, and fails to cure such
default within ninety (90) days of receipt of such written notice
from Seller.
(d) Purchaser breaches any covenant or any
representation and warranty set out in this Agreement, or any of
the foregoing is determined to be untrue or inaccurate.
(e) Purchaser is in default of any material obligation
under this Agreement for which a specific Event of Default is not
specified above following receipt of written notice from Seller
and the failure by Purchaser to cure such default within thirty
(30) days of such notice.
9.2 Remedies
In the case of an Event of Default, which is
continuing, Seller may, by notice to Purchaser:
(a) Immediately terminate the Loan commitment.
(b) Accelerate the payment of all outstanding principal
and accrued interest due hereunder, and collect interest at the
Default Rate until the obligations of Purchaser are paid in full
and exercise all remedies tinder applicable law to obtain
repayment from Purchaser.
(c) Exercise any mid all of its rights as a secured
party under the Security Agreement or under applicable law or
otherwise, provided that should Seller elect to sell the
Acquisition Assets to satisfy Purchaser's obligations hereunder,
Seller shall also be entitled to fifty percent (50%) of any sale
proceeds in excess of' those amounts required to repay
Purchaser's obligations to Seller hereunder, including, repayment
of all outstanding principal, accrued interest, and reasonable
collection and attorney's fees incurred by Seller in the exercise
of its rights hereunder, In exercising its, rights, as a secured
party, Seller shall have, the right to take possession of the
Acquisition Assets, and sell it in a commercially reasonable
manner. Any obligations owed by Purchaser to Seller under the
Acquisition Assets Sale Agreement shall be paid out of
Purchaser's portion of any sale proceeds due Purchaser prior to
distribution of any such proceeds to Purchaser.
9.3 Priority
In the event of a, sale or disposition of the
Acquisition Assets Following an Event of" Default by Purchaser,
the proceeds shall be applied in the following order of priority:
(a) The costs of collection or enforcement incurred by
Seller under this Agreement;
(b) The repayment of any outstanding principal and
accrued interest on the Loan;
(c) The Payment to Seller of fifty percent (50%) of
the remaining total disposition proceeds, assuming the
obligations under (a) through (d) have been fully satisfied; and
(d) The payment to Purchaser (to the extent funds
remain after satisfaction of the obligations in. (a) through (d)
above) of the remaining proceeds, if any,
Article 10. Miscellaneous Provisions
10.1 Waiver
No failure on the part of Seller to exercise and. no
delay in exercising, and no course of dealing with respect to,
any right, power or privilege under this Agreement shall operate
as a waiver thereof, nor shall any single or partial exercise of
any right, power, or privilege under this Agreement preclude any
other of the further exercise thereof or the exercise of.' any
other right, power of privilege. The remedies provided herein are
cumulative and not exclusive of any remedies provided by law.
10.2 Expenses
Purchaser agrees to pay or reimburse the Seller for
paying:
(a) All reasonable costs and expenses of Seller
(including, without limitation, reasonable attorney's fees) in
connection with (i) any Event of Default and any enforcement or
collection proceedings resulting therefrom or in connection with
the negotiation of any restructuring Or "work out" (whether or
not consummated) of the obligations of Purchaser hereunder, and
(ii) the enforcement of this Agreement, the Security Agreement,
and any amendments and supplements thereto; and
(b) All transfer, stamp, documentary or other similar
Taxes, assessments, or charges levied by any Governmental
Authority or revenue authority in respect of this Agreement, the
Security Agreement, or the transfer of the Acquisition Assets to
Purchaser and all costs, expenses, Taxes, assessments and other
charges incurred in connection with any filing, registration,
recording or perfection of any security interest contemplated by
the Security Agreement.
10.3 Amendments
Except as otherwise expressly provided in this
Agreement, any provision of ibis Agreement may be modified or
supplemented only by an instrument in writing signed by Purchaser
and Seller.
10.4 Successors and Assigns
This Agreement shall be binding upon, and inure to the
benefit of, the Parties hereto and there respective successors
and permitted assigns.
10.5 Assignments
Purchaser may not assign its rights and obligations
hereunder without the express written consent of Seller. Any such
assignment without Seller's consent shall be void, and have no
force and effect.
10.6Captions
The captions and section headings appearing herein are
included solely for convenience of reference and are not intended
to affect the interpretation of any provision of this Agreement.
10.7 Governing Law; Submission to Jurisdiction; Waiver
of Jury Trial
(a) This Purchase Payment Agreement shall be governed
by, and construed in accordance with, the Laws of the State of
Nevada.
(b) Any legal action or proceeding with respect to this
Purchase Payment Agreement relating thereto may be brought in the
court of the States of Nevada, or of the United States of America
in and for the States of Nevada, and the Purchaser hereby accepts
for itself and. in respect of its property, generally and
unconditionally, the non-exclusive jurisdiction of the aforesaid
courts. The Purchaser hereby irrevocably waives trial by jury,
and any objection, including, without limitation, any objection
to the laying of venue or based oil the grounds of forum non
conveniens which it may now or hereafter have to the bringing of
any such action or proceeding in such respective jurisdictions.
(c) Purchaser consents to service of process in, any
enforcement proceeding under this Purchase Payment Agreement by
certified mail sent to the address at which Purchaser receives
notices under this Agreement. Notwithstanding, the foregoing,
nothing herein shall affect the right of Seller to serve process
in any manner permitted by Law or to commence legal proceedings
or otherwise proceed against Purchaser in any other jurisdiction.
The provisions of this Agreement shall be construed and
interpreted and all rights and duties hereunder determined in
accordance with the laws of the State of Nevada, without giving
effect to the conflict of law provisions thereof.
10.8 Determinations
All calculations, including the amount of Loan
outstanding and accrued interest required to be paid hereunder
shall be made by the Seller and shall be binding upon the
Purchaser in the absence of manifest error.
10.9 Counterparts
This Agreement may be executed in any Dumber of
counterparts, all of which when taken together shall constitute
one and the same Agreement, and either Party hereto may execute
this Agreement by signing a counterpart. Executed counterparts
transmitted by facsimile shall be binding on the Parties as long
as executed originals are exchanged within ten (10) business
days.
10.1.0 Notices
(a) Any notice, request, instruction, correspondence or
other document to be given hereunder by either Party to the other
(each a "Notice") shall be in writing and. delivered personally
or mailed by certified mail, postage prepaid, and return receipt
requested or by telegram or by telecopier as follows:
TO SELLER
Worldwide Energy, Inc. 0000 Xxx Xxx Xx. Xxx Xxxxx Xxxxxxx
Xxxx Xxx Xxxxx, Xxxxxx 89.109
Telephone: 000-000-0000
Facsimile: 000-000-0000
Attention: Xxxxxxxx Xxxx, Xx., and President
TO PURCHASER:
World-Link Capital LLC 0000 Xxxxxxx Xx. Xxxxx X Xxx Xxxxx,
Xxxxxx 891.02 Telephone: 000-000-0000
Facsimile: '000-000-0000
Attention: Xxxxxx Xxx Xxxxx
(b) Notices given by personal delivery or mail shall be
effective upon actual receipt. Notices by telegram or Telecopier
shall be effective upon actual receipt if received during the
recipient's normal business hours or at the beginning of the
recipient's next business day after receipt if not received
during the recipient's normal business hours. AH Notices by
telegram or Telecopier shall be confirmed promptly after
transmission in writing by certified mail or personal delivery.
Either Party may change the address to which Notices are to be
sent by giving ten (10) days' prior notice utilizing the same
Notice procedures set out above.
10.11 Entire Agreement
This Agreement, the Security Agreement, the Note(s,)
and any other document executed contemporaneously herewith,
constitute the entire agreement between the Parties with respect
to the transactions contemplated herein and supersede all
previous written agreements or discussions between the Parties.
10.12 Severability
Every provision of this Agreement is intended to be
severable; if any term or provision of this Agreement shall be
invalid, illegal or unenforceable for any reason whatsoever, the
validity, legality and enforceability of the remaining provisions
hereof shall not in any way be affected or impaired.
IN WITNESS WHEREOF, the Parties hereto have caused this
Agreement to be duly executed and delivered as of the date first
above written.
WORLDWIDE ENERGY, INC. WORLD-LINK CAPITTAL, LLC
/S/XXXXXXXX XXXX /S/XXXXXX XXX XXXXX
