Exhibit 10.37
ASSET PURCHASE AGREEMENT
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This Asset Purchase Agreement, dated as of August 1, 1997 ("this Agreement"), by
and between New System Ltd., a Cayman Islands corporation (the "Buyer"), and
Papnet Far East Ltd., a Taiwan corporation (referred to herein as the "Seller")
and each of the stockholders of the Seller set forth on the signature page
hereto (collectively the "Taiwan Stockholders"). Capitalized terms in this
Agreement shall have the meanings set forth in Section 9 herein.
WHEREAS the Seller is in the business of providing PAPNET(R) Testing Services in
Taiwan;
WHEREAS the Buyer desires to purchase the Assets from the Seller and the Seller
desires to sell the Assets to the Buyer on the terms and conditions of this
Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual promises herein
made, and in consideration of the representations, warranties, and covenants
herein contained of which the adequacy and sufficiency of such consideration is
expressly acknowledged by the Buyer and the Seller, the parties hereto agree as
follows.
1. BASIC TRANSACTION.
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(a) Purchase and Sale of the Assets.
--------------------------------
On and subject to the terms and conditions of this Agreement, the Buyer
agrees to purchase from the Seller the Assets, and the Seller agrees to
sell, convey, deliver, assign and transfer to the Buyer, the Assets free
and clear of all Encumbrances at the Closing for the consideration
specified in paragraph (c) below in this Section 1.
(b) Effective Time.
--------------
This Asset Purchase Agreement, when executed by the parties hereto, shall
be effective as of August 1, 1997, and such date shall be the "Effective
Time."
(c) Purchase Price.
--------------
(i) At the Closing, upon the terms and subject to the conditions set forth
herein, as full consideration for the sale, transfer, assignment,
conveyance and delivery of the Assets, Buyer shall pay and deliver to the
Seller US$391,000 (three hundred ninety one thousand United States Dollars,
and referred to herein as the "Adjusted Purchase Price").
(ii) The Seller shall retain all outstanding receivables payable to the
Business up to and including July 31, 1997. Buyer shall be entitled to and
assume ownership of any and all receivables payable to the Business at the
Effective Time.
(d) The Closing.
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The closing of the transactions contemplated by this Agreement (the
"Closing") shall take place simultaneously at the offices of the Seller in
Taiwan and the Buyer in the State of New York upon the execution of this
Agreement in counterpart by facsimile, and the actual execution exemplars
of each such facsimile signature shall be immediately therewith forwarded
and delivered to the other Parties hereto by express delivery service.
(e) Deliveries At And Prior to the Closing.
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At the Closing, (i) the Seller will execute, acknowledge and deliver to the
Buyer the various Exhibits, Schedules, certificates, instruments, and
documents referred to herein, including but not limited to, (1) one or more
bills of sale, in the form attached hereto as Exhibit A, conveying in the
aggregate all of Seller's owned personal property included in the Assets;
(2) a receipt for the delivery from Buyer to Seller of the consideration
required herein in the form attached hereto as Exhibit B; (3) any other
material third party consents required for the valid transfer of the Assets
as contemplated by this Agreement; (4) resolutions adopted by the board of
directors of Seller and resolutions or written consents of the
Stockholders, certified by Seller's corporate secretary (as applicable),
authorizing
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and approving this Agreement, the ancillary agreements, the other documents
and instruments described herein, and the transactions contemplated hereby
and thereby, and such other documents and certificates of Seller's officers
as Buyer may reasonably request to establish satisfaction of closing
conditions or otherwise; and (5) such other instruments and documents as
shall be reasonably requested by Buyer to vest in Buyer title in and to the
Assets in accordance with the provisions hereof, such other instruments of
sale, transfer and conveyance satisfactory to the Buyer as shall be
effective for Buyer to take full, valid and enforceable right, title and
ownership interest of the Assets and such other documents that Buyer may
reasonably request, provided, however, that copies of all of the foregoing
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documents shall have been delivered in advance to Buyer for a reasonable
period of time to allow for inspection thereof prior to Closing; and (ii)
Buyer will deliver to the Seller the consideration specified in Section
1(c) above in accordance with the wire transfer instructions provided to
Buyer by Seller.
(f) Assumption of Liabilities.
--------------------------
On and subject to the terms and conditions of this Agreement, the Buyer
shall not assume any Liabilities of Seller with respect to the Business
which have been recorded, accrued, or otherwise incurred on or prior to the
Effective Time.
(g) Excluded Liabilities.
---------------------
Buyer shall not assume, or otherwise be responsible for, any Liabilities or
obligations of Seller, whether actual or contingent, matured or unmatured,
liquidated or unliquidated, or known or unknown, arising out of occurrences
prior to the Effective Time ("Excluded Liabilities"). Seller hereby
acknowledges that it is retaining all Excluded Liabilities and Seller shall
pay, discharge and perform all Excluded Liabilities promptly when due.
(h) The Parties agree to allocate the Adjusted Purchase Price (and all other
capitalizable costs) among the Assets for all purposes (including financial
accounting and tax purposes) in accordance with the allocation schedule
attached hereto as Schedule C.
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2. REPRESENTATIONS AND WARRANTIES OF THE SELLER.
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The Seller represents and warrants to the Buyer as of the Closing Date, the
following statements are correct, true and complete in all respects except where
otherwise qualified or as may be set forth in a disclosure schedule arranged in
paragraphs corresponding to the lettered and numbered paragraphs contained in
this Section 2 and attached hereto (each, a "Disclosure Schedule") and the
Seller has no Knowledge that any of the following statements contains a material
misstatement or omission:
(a) Organization and Authorization.
------------------------------
The Seller is a corporation duly organized, validly existing, and in
good standing under the laws of Taiwan. The Seller has the full
corporate power and authority to conduct its Business as and where
such Business has been and is now being
[Agreement Continues on the Following Page]
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conducted. Copies of the charter and organizational documents
heretofore delivered to Buyer are accurate and complete as of the date
hereof.
(b) Authorization of Transaction.
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The Seller has full power and authority (including full corporate
power and authority) to execute and deliver this Agreement and all
related documents and to perform its obligations hereunder and
thereunder. Without limiting the generality of the foregoing, the
board of directors of the Seller have duly authorized the execution,
delivery, and performance of this Agreement by the Seller as set forth
in the resolutions attached hereto. This Agreement constitutes the
valid and legally binding obligation of the Seller, enforceable in
accordance with its terms and conditions. The Seller has obtained all
waivers, consents and approvals, a list of which appear on the
attached Schedule 2(b), which are required or necessary for the
consummation of all aspects of this transaction.
(c) Noncontravention.
-----------------
The execution and the delivery of this Agreement and any related
documents, and the consummation of the transactions contemplated
hereby and thereby, and all waivers, consents and permits obtained in
connection herewith and therewith, will not materially (i) violate any
charter, organizational, governmental or contractual document or
obligation of the Seller, (ii) conflict with, result in a breach of,
constitute a default under, or result in the termination, or
accelerate the performance required by, or create any Encumbrance
upon, any of the Assets, under the terms, conditions, or provisions of
any agreement or other arrangement to which the Seller is a party or
by which it is bound or which it is subject to, or (iii) result in
Material Adverse Consequences with respect to any of the Assets. No
consent or approval of, notice to, or filing with any governmental
authority is required to be made by Seller to permit Seller to sell
the Assets to Buyer and no consent of a notice to any person or entity
is required for the assignment or sublease of any Contract or Lease to
Buyer.
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(d) Title to Assets and Good Repair.
--------------------------------
The Seller owns or is otherwise legally entitled to the use and
possession of the Assets, free and clear of any Encumbrance other
than those listed on Schedule 2(d) attached hereto and, with respect
to tangible assets, the Assets are in good working order and repair,
ordinary wear and tear excepted.
(e) Joint Ventures and Operating Units.
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The Seller has no subsidiary companies. There are no Partnerships or
Joint Ventures in effect as of Closing Date as between the Seller and
any third party Persons.
(f) Financial Statements and Receivables
------------------------------------
Attached hereto as Schedule 2(f) are the following financial
statements (collectively, the "Financial Statements"): (i) audited and
unaudited balance sheets and statements of income, changes in
stockholders' equity, and cash flow as of and for the fiscal years
ended from inception of the Business to July 31, 1997 (the fiscal year
ended December 31, 1996 referred to herein as the "Most Recent Fiscal
Year End") for the Seller; and (ii) unaudited balance sheets and
statements of income, changes in stockholders' equity, and cash flow
as of and for the month ended July 31, 1997 (the "Most Recent
Financial Statements") for the Seller. The Financial Statements and
the Closing Financial Statement (including the notes thereto on each)
have been prepared in accordance with GAAP applied on a consistent
basis throughout the periods covered thereby, present fairly the
financial condition of the Seller as of such dates and the results of
operations of the Seller for such periods, are correct and complete,
and are consistent with the books and records of the Seller (which
books and records are correct and complete). All material notes and
accounts receivable of the Seller are reflected properly on their
respective books and records, are valid receivables subject to no
material setoffs or counterclaims, are current and collectible, and
will be collected in accordance with their terms at their recorded
amounts, subject only to the
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reserve for bad debts set forth on the face of the Most Recent
Financial Statements as adjusted for the passage of time through the
Closing Date in accordance with the past custom and practice of the
Seller.
(g) Legal Compliance.
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The Seller has (i) complied and is in compliance with all applicable
laws and regulations in Taiwan, (ii) no Material Adverse Consequences
are known, filed or commenced against the Seller with respect to any
failure so to comply, unless singly or in the aggregate noncompliance
would not have Material Adverse Consequences for the Seller, and (iii)
Seller has all permits required to conduct the Business as now being
conducted, such permits set forth on Schedule 2(g) hereto.
(h) Tax Matters.
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The Seller has filed all Tax Returns that it was required to file in
Taiwan. All such Tax Returns were correct and complete in all material
respects. All Taxes owed by the Seller (whether or not shown on any
Tax Return) in Taiwan have been paid. The Seller is not currently the
beneficiary of any extension of time within which to file any Tax
Return. No Seller director or officer (or employee responsible for
Tax matters) of the Seller expects any authority to assess any
additional Taxes for any period for which Tax Returns have been filed.
Except as set forth on Disclosure Schedule 2(h), there is no audit,
dispute or claim concerning any Tax Liability of any of the Seller and
there is no Basis for any such action. The Seller has delivered to
the Buyer materially correct and complete copies of all income Tax
Returns filed by the Seller since inception. The Seller has not
waived any statute of limitations in respect of Taxes or agreed to any
extension of time with respect to a Tax assessment or deficiency. The
Seller has not entered into any tax sharing or similar agreements.
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(i) Business Operation and Preservation.
-----------------------------------
The Assets constitute all of the assets used in the Ordinary Course of
Business of the Seller. Since December 1, 1996, the Seller has
operated its Business in good faith in the Ordinary Course of
Business; the Seller has not engaged in any practice, taken any
action, or entered into any transaction outside the Ordinary Course of
Business. The Seller has kept its Business and properties intact,
including its present operations, physical facilities, working
conditions, and relationships with lessors, licensors, suppliers,
customers, agents, Affiliates, contractors and employees; there has
been no adverse change in the Business relationship of the Seller with
any customer or supplier which is material to the Business or
financial condition of the Seller.
(j) Real Property.
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(i) Disclosure Schedule 2(j) lists all real property that any of the
Seller owns.
(ii) Disclosure Schedule 2(j) lists and describes briefly all real
property leased or subleased to the Seller (including the
duration of each such lease). The Seller has delivered to the
Buyer materially correct and complete copies of the leases and
subleases listed in Disclosure Schedule 2(j). With respect to
each lease and sublease listed in Disclosure Schedule 2(j):
(1) the lease or sublease is legal, valid, binding, enforceable,
and in full force and effect;
(2) the lease or sublease will continue to be legal, valid,
binding, enforceable, and in full force and effect on
identical terms following the consummation of the
transactions contemplated hereby, including, but not limited
to paragraph (g) of Section 6;
(3) all facilities leased or subleased thereunder have received
all waivers, consents and approvals of any third parties or
governmental authorities (including licenses and permits),
as the case may be, required in connection with the
operation thereof;
(4) all such facilities have been operated and maintained in
accordance
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with applicable laws, rules, and regulations in all material
respects; and
(5) no party is in breach or default, and no event has occurred
which with notice or lapse of time would constitute a breach
or default, or permit termination, modification, or
acceleration, under the lease agreement.
(k) Intellectual Property.
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(i) The Seller owns or has the right to use pursuant to license,
sublicense, agreement, or permission all Intellectual Property
reasonably necessary for the operation of the Businesses of the
Seller as presently conducted;
(ii) The Seller does not know of any Person who has, interfered with,
infringed upon, misappropriated, or otherwise come into conflict
with any Intellectual Property rights of third parties.
(l) Contracts.
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Disclosure Schedule 2(l) lists all material contracts, agreements and
other understandings to which any of the Seller is a party (including
oral agreements). The Seller has delivered to the Buyer a materially
correct and complete copy of each written agreement listed in
Disclosure Schedule 2(l) (each, as amended to date) and a written
summary setting forth the terms and conditions of each oral agreement
referred to in Disclosure Schedule 2(l). In all material respects,
each such agreement:
(1) is legal, valid, binding, enforceable, and in full force and
effect;
(2) will continue to be legal, valid, binding, enforceable, and in
full force and effect on identical terms following the
consummation of the transactions contemplated hereby;
(3) no party is in breach or default, and no event has occurred which
with notice or lapse of time would constitute a breach or
default, or permit termination, modification, or acceleration,
under the agreement; and
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(4) all waivers, consents and approvals of any third parties or
governmental authorities have been obtained (including any
licenses and permits required directly or indirectly in
connection therewith) with respect to any such agreements.
(m) Insurance.
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Disclosure Schedule 2(m) briefly describes each material insurance
policy (including policies providing property, casualty, liability,
and workers' compensation coverage and bond and surety or similar
arrangements) to which the Seller is a party, a named insured, or
otherwise the beneficiary of coverage at any time since inception.
With respect to the material aspects of each such insurance policy:
(1) the policy is legal, valid, binding, enforceable, and in full
force and effect;
(2) the policy is assignable and will continue to be legal, valid,
binding, enforceable, and in full force and effect on identical
terms following the consummation of the transactions contemplated
hereby;
(3) the Seller is not in breach or default (including with respect to
the payment of premiums or the giving of notices), and no event
has occurred which, with notice or the lapse of time, would
constitute such a breach or default, or permit termination,
modification, or acceleration, under the policy;
(4) all waivers, consents and approvals of any third parties and/or
governmental authorities have been obtained (including any
licenses and permits required directly or indirectly in
connection therewith) with respect to the transfer and assumption
of any such insurance. Disclosure Schedule 2(m) describes any
self-insurance arrangements affecting the Seller;
(5) the policy includes reasonable and customary tail coverage for
similarly situated companies; and
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(n) Litigation.
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Disclosure Schedule 2(n) sets forth each instance in which any of the
Seller is subject to any material outstanding injunction, judgment,
order, decree, ruling, or charge, or (ii) is a party or, to the
Knowledge of the Seller, is threatened to be made a party to any
material action, suit, proceeding, hearing, or investigation of, in,
or before any court or quasi-judicial or administrative agency of any
federal, state, local, or foreign jurisdiction or before any
arbitrator.
(o) Employees and Employee Benefits.
-------------------------------
Disclosure Schedule 2(o) sets forth the name of each employee,
consultant, agent or representative of the Seller and the principal
place of business of such person. Disclosure Schedule 2(o) lists each
material employee non-cash compensation plan, retirement plan,
material fringe benefit plan or similar program, other than ordinary
cash compensation, that the Seller maintains or to which the Seller
contributes.
(p) Environment, Health, and Safety.
-------------------------------
Except as set forth on Disclosure Schedule 2(p), (i) the Seller has
materially complied with all Environmental, Health, and Safety Laws,
and such has no Knowledge or Basis for Knowledge that any material
action, suit, proceeding, hearing, investigation, charge, complaint,
claim, demand, or notice has been filed, commenced or is threatened
against the Seller alleging any failure so to comply.
(q) Capitalization, Stock Ownership and Records
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The authorized capital stock of the Seller consists of [Chinese
--------
Characters] shares of NT$ [Chinese Characters] par value per share,
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all of which have been issued and are fully paid up. The Seller's
corporate minutes, books and records are complete and correct in all
material respects, and accurately and fairly reflects the activities
of the Business in reasonable detail, and have been maintained in
accordance with good business practice and all applicable material
laws,
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regulations and other legal requirements. Prior to the execution and
delivery of this Agreement, the Seller has made available to Buyer all
of these books and records and all other documents relating to the
Business of the Seller.
(r) Undisclosed Liabilities.
------------------------
Other than Excluded Liabilities, Seller has no material liabilities,
obligations or commitments of any nature (whether absolute, accrued,
contingent or otherwise and whether matured or unmatured), including
without limitation Tax liabilities due or to become due, except (a)
liabilities which are reflected and reserved against on the Most
Recent Financial Statement which have not been paid or discharged
since the date thereof, (b) liabilities arising under Contracts,
Leases, letters of credit, purchase orders, licenses, permits,
purchase agreements and other agreements, business arrangements and
commitments described in the Disclosure Schedule (and under those
Contracts which are not required to be disclosed on the Disclosure
Schedule).
3. REPRESENTATIONS AND WARRANTIES OF THE BUYER.
-------------------------------------------
The Buyer represents and warrants to the Seller that the statements
contained in this Section 3 are correct and complete in all respects as of the
Closing Date except where qualified otherwise and the Buyer has no Knowledge
that any of the following statements contains a material misstatement or
omission:
(a) Organization of the Buyer.
-------------------------
The Buyer is a corporation duly organized, validly existing, and in
good standing under the laws of the jurisdiction of its incorporation.
(b) Authorization of Transaction.
----------------------------
The Buyer has full power and authority (including full corporate power
and authority) to execute and deliver this Agreement and all related
documents and to
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perform its obligations hereunder and thereunder. Without limiting
the generality of the foregoing, the board of directors of the Buyer
have duly authorized the execution, delivery, and performance of this
Agreement by the Buyer.
(c) Noncontravention.
-----------------
The execution and the delivery of this Agreement, and the consummation
of the transactions contemplated hereby, and all consents and permits
obtained in connection herewith and therewith, will not materially (i)
violate any organizational, governmental or contractual obligation of
the Buyer, (ii) conflict with, result in a breach of, constitute a
default under any agreement or other arrangement to which the Buyer
is a party or by which it is bound or to which any of its assets is
subject, or (iii) or result in Material Adverse Consequences with
respect to the Buyer.
4. CONDITIONS TO OBLIGATION TO CLOSE.
---------------------------------
(a) Conditions to Obligation of the Buyer.
---------------------------------------
The obligation of the Buyer to consummate the transactions to be
performed by it in connection with the Closing is subject to
satisfaction of the following conditions:
(i) the representations and warranties of Section 2 above shall be
true, correct and complete in all respects, except where
otherwise qualified or as may be set forth in a Disclosure
Schedule attached hereto and none of such statements or
disclosures shall contain a material misstatement or omission as
of the Closing Date;
(ii) The Seller shall have performed and complied with all of their
covenants hereunder through the Closing;
(iii) the Seller shall have procured any and all material third
party or governmental consents or authorizations required to
consummate the transactions contemplated herein;
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(iv) no material action, suit, or proceeding shall be pending or
threatened before any court or quasi-judicial or administrative
agency of any jurisdiction against the Seller;
(v) The individuals listed on the attached Schedule D shall have
entered into Employment Agreements and each of the same shall be
in effect simultaneously at the Closing;
(vi) the Seller shall have delivered to Buyer an officer's
certificate and Secretary's Certificate, each in the form of
Exhibit C and Exhibit D, respectively, attached hereto; and
(vii) the Seller shall have delivered such other documents as the
Buyer may reasonably request on or prior to the Closing Date to
consummate the Closing of this Agreement and the transactions
contemplated herein.
(b) Conditions to Obligation of the Seller.
--------------------------------------
The obligation of the Seller to consummate the transactions to be
performed by it in connection with the Closing is subject to
satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 3 above
shall be true, correct and complete in all respects, except
where otherwise qualified and none of such statements or
disclosures shall contain a material misstatement or omission as
of the Closing Date;
(ii) the Buyer shall have performed and complied with all of its
covenants hereunder in all material respects through the
Closing;
(iii) the Buyer shall deliver the Adjusted Purchase Price; and
(iv) the Buyer shall deliver such other documents as the Seller may
reasonably request on or prior to the Closing Date to consummate
the Closing of this Agreement and the transactions contemplated
herein.
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5. REPRESENTATIONS AND WARRANTIES OF THE TAIWAN STOCKHOLDERS
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Each Taiwan Stockholder warrants to the Buyer individually, not jointly,
that as of Closing Date:
(a) The Taiwan Stockholder is not aware of any liability of the Seller
that has not been disclosed to in writing to the Buyer.
(b) Where a Taiwan Stockholder has acted in an executive capacity on
behalf of the Seller he or she has not, except in the Ordinary Course
of Business, taken any action to create any legal Liability on behalf
of the Seller.
(c) Where a Taiwan Stockholder has not acted in an executive capacity on
behalf of the Seller he has not taken any action to create any legal
Liability on behalf of the Seller.
(d) If the Taiwan Stockholder is a corporation, the Taiwan Stockholder is
duly organized, validly existing, and in good standing under the laws
of the jurisdiction of its incorporation.
(e) In the event that any Taiwan Stockholder breaches any of its
representations, warranties or covenants contained in this Agreement,
such Taiwan Stockholder individually, not jointly, such that one
Taiwan Stockholder agrees to indemnify hold harmless and defend the
Buyer from and against the entirety of any Material Adverse
Consequences the Buyer may suffer so long as provided the Buyer makes
a written claim for indemnification against such Taiwan Stockholder
and such Material Adverse Consequences arise during the survival
period of this Agreement, resulting from, arising out of, relating to,
in the nature of, or caused by the breach (or the alleged breach),
provided, however, that such Taiwan Stockholder shall not be liable
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for a breach of the warranty set forth in this Section
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5 except where there has been fraud or deliberate concealment on his
part.
(f) The Taiwan Stockholder has full power and authority (including, if the
Taiwan Stockholder is a corporation, full corporate power and
authority) to execute and deliver this Agreement and all related
documents and to perform his or her obligations hereunder and
thereunder. Without limiting the generality of the foregoing, for
each Taiwan Stockholder that is a corporation, the board of directors
and the stockholders of such corporation have duly authorized the
execution, delivery, and performance of this Agreement and such Taiwan
Stockholder has obtained all waivers, consents and approvals in
respect of its corporate capacity which are required or necessary for
the consummation of this transaction. This Agreement constitutes the
valid and legally binding obligation of the Taiwan Stockholder,
enforceable in accordance with its terms and conditions.
(g) The execution and the delivery of this Agreement and any related
documents by the Taiwan Stockholder, the performance by the Taiwan
Stockholder of his or her obligations hereunder and thereunder, the
consummation of the transactions contemplated hereby and thereby, and
all consents and permits obtained in connection herewith and
therewith, will not materially, (i) violate any organizational,
governmental or contractual obligation, or (ii) conflict with, result
in a breach of, constitute a default under, result in Material Adverse
Consequences under any agreement or other arrangement to which any of
such Persons is a party or by which it is bound or to which any of its
assets is subject (or result in the imposition of any Encumbrance upon
any of its assets); Each Taiwan Stockholder has obtained any and all
waivers, consents or approvals required by any third parties or
governmental authorities with respect to obligations under this
Agreement and any related agreement executed by Taiwan Stockholder.
6. POST-CLOSING COVENANTS.
-----------------------
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The Seller and the Taiwan Stockholders agree as follows with respect to the
period following the Closing.
(a) General.
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In case at any time after the Closing any further action is reasonably
necessary or desirable to carry out the purposes of this Agreement and
the transactions contemplated herein, as determined in Buyer's
reasonable discretion, the Seller will take such further action
(including the execution and delivery of such further instruments and
documents), all at the sole cost and expense of the Buyer (unless the
Buyer is entitled to indemnification as set forth below), including
contesting or defending against any action, suit, proceeding, hearing,
investigation, charge, complaint, claim, demand, or similar
circumstance.
(b) Transition.
------------
The Seller and the Taiwan Stockholders will not solicit or take any
action that is designed or intended to have the effect of discouraging
any employee, lessor, licensor, customer, supplier, or other business
associate of any of the Seller from maintaining the same business
relationships with the Buyer after the Closing as such persons
maintained with the Seller prior to the Closing, provided, however,
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that Seller may act in accordance with the provisions of the License
Agreement without being deemed in breach of this clause (b).
(c) Confidentiality.
----------------
The Seller and the Taiwan Stockholders will treat and hold as such all
of the Confidential Information, refrain from using any of the
Confidential Information except in connection with this Agreement, and
deliver promptly at Closing to the Buyer all tangible embodiments and
all digital media copies of the Confidential Information which are in
its, his or her possession.
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(d) Covenant Not to Compete.
-----------------------
Except as provided in the License Agreement and/or an Employment
Agreement with Buyer, for a period of three (3) years from and after
the Closing Date, the Seller and the Taiwan Stockholders will not
engage directly or indirectly including managing, financing,
consulting, owning or being in the employment of any business of
automated or semi-automated cytological testing (other than as a
client of any company which is an Affiliate of Neuromedical Systems,
Inc.), provided, however, that: (i) ownership of less than 5% of the
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outstanding stock of any publicly traded corporation, and/or (ii)
ownership of any amount of stock of Neuromedical Systems, Inc., or any
or its Subsidiaries, shall in either case be deemed not to be engaged
by reason thereof in any of the business above described. If the
final judgment of a court of competent jurisdiction declares that any
term or provision of this paragraph is invalid or unenforceable, the
Parties agree that the court making the determination of invalidity or
unenforceability shall have the power to reduce the scope, duration,
or area of the term or provision, to delete specific words or phrases,
or to replace any invalid or unenforceable term or provision with a
term or provision that is valid and enforceable and that comes closest
to expressing the intention of the invalid or unenforceable term or
provision, and this provision shall be enforceable as so modified
after the expiration of the time within which the judgment may be
appealed.
(e) Bulk Transfer and Tax Compliance Laws.
--------------------------------------
The parties agree to cooperate in taking such actions as may be
necessary or appropriate to comply with applicable bulk sales law
and/or sales or transfer Tax provisions in jurisdictions in which the
Assets are situated or which may otherwise be applicable to the
transactions contemplated hereby; provided, however, that Seller is
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liable for and shall pay in full any amount owed under such laws and
agrees to indemnify Buyer in accordance with the provisions of Section
7 for any amount paid by Buyer pursuant to such laws and for any
losses or
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damages Buyer suffers as a result of any of the Parties failing to
comply with any such laws.
(f) Name Change.
------------
Seller shall take any and all action deemed reasonably necessary in
the sole discretion of Buyer to establish new Chinese and English
names for operation of the Business which shall be effective
simultaneously upon termination of the License Agreement; such name
changes shall include, but not be limited to, any and all required
corporate, authorized, official, commercial, trade and/or assumed
names, and any other name or xxxx of Seller or the Business that have
a near resemblance thereto with respect to the Business. In addition,
if deemed reasonably necessary by Buyer, Seller shall amend its
Articles of Incorporation to change its corporate name. In accordance
with the License Agreement, Buyer hereby grants to Seller, at the
Effective Time, the right to continue to use any and all of Seller's
authorized, official, commercial, trade and/or assumed names on
existing packaging, stationery and purchase order forms and any other
printed materials until the termination of the License Agreement or
earlier if so notified by Buyer. Seller will take any and all further
action reasonably necessary to carry out the foregoing name changes
including, but not be limited to, the execution and delivery of such
further instruments and documents, registration of such changed names
with any and all required Taiwan legal authorities, and reasonable
notice to each and every employee, lessor, licensor, customer,
supplier, or other business associate of the Business so as to
maintain the same business relationships with the Buyer after the name
changes as such person maintained with the Business in the Ordinary
Course of Business prior to such name changes.
(g) Subleases, Sublicenses and Subcontracts.
---------------------------------------
Immediately prior to the termination of the License Agreement, Seller
shall promptly take any and all action necessary to legally sublease,
sublicense or subcontract, as the case may be, to Buyer, (i) each of
the lease and contract
-19-
agreements specified in paragraphs (j) and (l) of Section 2 above,
each such sub-agreement to be legal, valid, binding, enforceable, and
in full force and effect on identical terms to the respective
agreement which is the subject of such sub-agreement.
(h) Seller further covenants that it shall maintain itself as a
corporation duly organized, validly existing, and in good standing
under the laws of Taiwan, with full corporate power and authority to
conduct business in Taiwan during the term of the License Agreement
and during the terms of any and all sublicenses entered into pursuant
to paragraph (g) above.
(i) At or prior to the Closing, Seller shall procure reasonably adequate
insurance for replacement of the Assets, such insurance to include
coverage for continuation of the Business in the event of fire, flood,
theft, or other similar event which would cause loss of the Assets or
loss of use of the Business premises. Such insurance coverage shall
be upon reasonable terms and conditions which are customary for
similarly situated businesses purchasing similar types of risk
coverage. The policy thereof shall be effective under the terms of
the License Agreement, and shall be transferable to the Buyer upon
termination of the License Agreement. Buyer shall reimburse Seller
for the cost of such insurance policy in accordance with the terms of
the License Agreement.
7. INDEMNIFICATION.
---------------
(a) Survival.
---------
All of the representations and warranties of the Buyer, the Seller,
the Seller and the Taiwan Stockholders contained in this Agreement
shall survive the Closing and continue in full force and effect for a
period of three (3) years thereafter provided, however, that the
-------- -------
representations and warranties set forth in Section 2(h) shall survive
until the expiration of the applicable statute of limitations (with
-20-
extensions).
(b) Indemnification of Buyer.
------------------------
In the event the Seller breaches any of its representations,
warranties, and covenants contained in this Agreement provided that
the Buyer makes a written claim for indemnification against the
Seller, then the Seller agrees to indemnify hold harmless and defend
the Buyer from and against the entirety of any Material Adverse
Consequences the Buyer may suffer so long as such Material Adverse
Consequences arise during the survival period of this Agreement,
resulting from, arising out of, relating to, in the nature of, or
caused by the breach (or the alleged breach); provided, however, that
-------- -------
the Indemnification provided for herein shall be limited to the
Adjusted Purchase Price hereof, except the indemnity shall not be so
limited in the case of any (x) fraud or (y) Material Adverse
Consequences resulting from, arising out of, relating to, in the
nature of, or caused by any disclosure set forth, or omitted from, a
Disclosure Schedule, which qualifies, or would qualify, any of the
representations and warranties of the Seller.
(c) Indemnification of Seller.
-------------------------
In the event the Buyer breaches any of its representations,
warranties, and covenants contained in this Agreement, provided that
the Seller makes a written claim for indemnification against the
Buyer, then the Buyer agrees to indemnify the Seller from and against
the entirety of any Material Adverse Consequences the Seller may
suffer through and after the date of the claim for indemnification
(including any Material Adverse Consequences the Seller may suffer so
long as such Material Adverse Consequences arise during the survival
period of this Agreement) resulting from, arising out of, relating to,
in the nature of, or caused by the breach (or the alleged breach),
provided, however, that the indemnification provided for herein shall
-------- -------
be limited to the Adjusted Purchase Price hereof.
(d) Representation.
---------------
-21-
(i) If any third party shall notify any of Buyer, the Seller or any
Taiwan Stockholder (each, an "Indemnified Party") with respect
to any matter (a "Third Party Claim") which may give rise to a
claim for indemnification against any other Party (the
"Indemnifying Party"), then the Indemnified Party shall promptly
notify each Indemnifying Party thereof in writing; provided,
however, that no delay on the part of the Indemnified Party in
notifying any Indemnifying Party shall relieve the Indemnifying
Party from any obligation hereunder unless (and then solely to
the extent) the Indemnifying Party thereby is prejudiced.
(ii) Any Indemnifying Party will have the right to defend the
Indemnified Party against the Third Party Claim with counsel of
its choice reasonably satisfactory to the Indemnified Party so
long as (A) the Indemnifying Party notifies the Indemnified
Party in writing within fifteen (15) days after notice of the
Third Party Claim; and (B) the Third Party Claim involves only
money damages and does not seek an injunction or other equitable
relief.
(iii) So long as the Indemnifying Party is conducting the defense of
the Third Party Claim, (A) the Indemnified Party may retain
separate co-counsel at its sole cost and expense and participate
in the defense of the Third Party Claim, (B) the Indemnified
Party will not consent to the entry of any judgment or enter
into any settlement with respect to the Third Party Claim
without the prior written consent of the Indemnifying Party (not
to be withheld unreasonably), and (C) the Indemnifying Party
will not consent to the entry of any judgment or enter into any
settlement with respect to the Third Party Claim without the
prior written consent of the Indemnified Party (not to be
withheld unreasonably).
(e) Buyer's Right of Offset.
------------------------
Anything in this Agreement to the contrary notwithstanding, Buyer may
withhold and set off against other amounts otherwise due Seller or a
Taiwan Stockholder
-22-
any amount as to which Seller or a Stockholder is obligated to
indemnify.
8. MISCELLANEOUS.
-------------
(a) No Third Party Beneficiaries.
----------------------------
This Agreement shall not confer any rights or remedies upon any Person
other than the Parties and their respective successors and permitted
assigns.
(b) Entire Agreement.
----------------
This Agreement (including the Exhibits and Schedules referred to
herein) and the License Agreement in the form attached hereto as
Exhibit E, constitute the entire agreement between the Parties and
supersedes any prior understandings, agreements, or representations by
or between the Parties, written or oral, to the extent they related in
any way to the subject matter hereof.
(c) Succession and Assignment.
-------------------------
This Agreement shall be binding upon and inure to the benefit of the
Parties named herein and their respective successors and permitted
assigns. No Party may assign either this Agreement or any of its
rights, interests, or obligations hereunder without the prior written
approval of the other Party; provided, however, that without such
written approval the Buyer may: (i) assign any or all of its rights
and interest hereunder to one or more Persons, and (ii) designate one
or more Persons to perform its obligations hereunder.
(d) Execution and Counterparts.
--------------------------
This Agreement may be executed via facsimile in one or more
counterparts, each of which shall be deemed an original but all of
which together will constitute one and the same instrument, provided
that actual execution exemplars of each such facsimile signature must
be forwarded and delivered to the other Parties no later than ten (10)
days following the Closing.
-23-
(e) Headings.
--------
The Section headings contained in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
(f) Notices.
-------
All notices, requests, demands, claims, and other communications
hereunder will be in writing. Any notice, request, demand, claim, or
other communication hereunder shall be deemed duly given if (and then
two (2) business days after) it is sent by registered or certified
mail, return receipt requested, postage prepaid, and addressed to the
intended recipient as set forth below:
If to the Buyer:
NEW SYSTEM LTD.
C/O Neuromedical Systems, Inc.
Two Executive Xxxxxxxxx
Xxxxxxx, XX 00000, XXX
Attn: Xxxx X. Xxxxxxxx, III
Facsimile: (000) 000-0000
If to the Seller:
Papnet Far East, Ltd.
3F-2, XX. 000, XXX. 0, Xxxxx Xxxxx X. Xxxx
Xxxxxx, Xxxxxx
Tel : [002] 011+886 - 2 - 728-2296
Fax : [002] 011+886 - 2 - 759-2273
If to the Taiwan Stockholders:
At the respective addresses set forth on the signature page
hereto.
Any Party may send any notice, request, demand, claim, or other
communication hereunder to the intended recipient at the address set
forth above using any other means (including facsimile, personal
delivery, expedited courier, messenger service, telecopy, telex,
ordinary mail, or electronic mail), but no such notice, request,
demand, claim, or other communication shall be deemed to have been
duly given unless and until it actually is received by the intended
recipient. Any
-24-
Party may change the address to which notices, requests, demands,
claims, and other communications hereunder are to be delivered by
giving the other party notice in the manner herein set forth.
(g) Governing Law and Jurisdiction.
------------------------------
This Agreement shall be governed by and construed in accordance with
the domestic laws of the State of New York without giving effect to
any choice or conflict of law provision or rule (whether of New York
or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of New York. Each of
the Parties submits to courts having jurisdiction in the State of New
York, in any action or proceeding arising out of or relating to this
Agreement and agrees that all claims in respect of the action or
proceeding may be heard and determined in any such court. Each of the
Parties waives any defense of inconvenient forum to the maintenance of
any action or proceeding so brought and waives any bond, surety, or
other security that might be required of any other Party with respect
thereto. Any Party may make service on the other Party by sending or
delivering a copy of the process to the Party to be served at the
address and in the manner provided for the giving of notices in
Section 9(f) above.
(h) Amendments and Waivers.
----------------------
No amendment of any provision of this Agreement shall be valid unless
the same shall be in writing and signed by the Buyer and the Seller.
No waiver by any Party of any default, misrepresentation, or breach
of warranty or covenant hereunder, whether intentional or not, shall
be deemed to extend to any prior or subsequent default,
misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or
subsequent such occurrence.
(i) Severability.
------------
-25-
Any term or provision of this Agreement that is invalid or
unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or
provision in any other situation or in any other jurisdiction.
(j) Construction.
-------------
The Parties have participated jointly in the negotiation of this
Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted
jointly by the Parties and no presumption or burden of proof shall
arise favoring or disfavoring any Party by virtue of the authorship of
any of the provisions of this Agreement. The word "including" shall
mean including without limitation.
(k) Specific Performance.
--------------------
Each of the Buyer, the Seller and the Taiwan Stockholders agrees that
each such Party may be damaged irreparably in the event any of the
provisions of this Agreement are not performed in accordance with
their specific terms or otherwise are breached. Accordingly, each of
the Parties agrees that the other Parties, individually, shall be
entitled to an injunction or injunctions to prevent breaches of the
provisions of this Agreement and to enforce specifically this
Agreement and the terms and provisions hereof in any action instituted
in any court of equity or law having jurisdiction over the Parties and
the matter, at law or in equity.
(l) Expenses.
--------
The Parties shall each bear their own costs and expenses incurred in
connection with the transactions contemplated in this Agreement
including, without limitation, the fees and expenses of their counsel
and accountants.
-26-
(m) Risk of Loss.
------------
The risk of loss of the Assets of the Seller shall remain with the
Seller until the termination of the License Agreement.
(n) Remedies Cumulative.
-------------------
No remedy set forth in this Agreement or otherwise conferred upon or
reserved to any party shall be considered exclusive of any other
remedy available hereunder, at law or in equity to any party, but the
same shall be distinct, separate and cumulative and may be exercised
from time to time as often as occasion may arise or as may be deemed
expedient.
(o) Confidential Information and Publicity.
--------------------------------------
No party hereto shall make any public disclosure of the specific terms
of this Agreement, except as required by law. In connection with the
negotiation of this Agreement and the preparation for the consummation
of the transactions contemplated hereby, each of the Parties
acknowledges that certain confidential information relating to such
Parties may be disclosed to another Party. Each Party shall treat
such information as confidential, preserve the confidentiality thereof
and not duplicate or use such information, except as reasonably
necessary to discuss the transactions contemplated herein with
attorneys, advisors, consultants, and Affiliates, and except as
required to comply with any law or any provision of this Agreement or
related documents necessary to consummate the transactions
contemplated herein.
9. DEFINITIONS.
-----------
"Adjusted Purchase Price" has the meaning set forth in Section 1(c).
"Affiliate" has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act.
-27-
"Assets" means: (i) all right, title and interest in and to the Business,
properties, assets and rights of any kind of the Seller, whether tangible or
intangible, real or personal, and constituting, or used or useful in connection
with, related to, the Seller's Business, including, but not limited to the
Seller's (a) real property and fixtures, (b) personal property, (c) Intellectual
Property, (d) equipment and real property leases, (e) agreements and contracts,
(f) accounts and notes receivable, (g) claims, deposits, prepayments, and
refunds, (h) approvals, permits, licenses, registrations, certificates and
similar rights obtained from governments and governmental agencies, (i)
computers, software, data, books, records, ledgers, files, documents,
correspondence, lists (including customer lists), advertising and promotional
materials, studies, reports, and any other printed, written or digital
materials, and (j) all Insurance Policies, to the extent assignable; provided,
--------
however, that (ii) notwithstanding the foregoing, the Assets shall not include
-------
(a) Cash, (b) material relating uniquely to the corporate organization,
maintenance, and existence of the Seller as a corporation, and (c) any of the
rights of the Seller under this Agreement (or under any ancillary agreement
between the Seller and the Buyer entered into on or after the date of this
Agreement).
"Basis" means any past or present fact, situation, circumstance, status,
condition, activity, practice, plan, occurrence, event, incident, action,
failure to act, or transaction that forms or could form the basis for any
specified consequence.
"Buyer" has the meaning set forth in the Recitals of this Agreement above
except with respect to Section 7 in which case it shall mean Buyer, its
officers, directors, employees, agents, representatives, stockholders and their
respective successors and assigns.
"Business" means all of the business of Seller as conducted on the date
hereof.
"Closing Date" has the meaning set forth in Section 1(d).
"Closing Financial Statement" has the meaning set forth in Section 2(f)
"Closing" has the meaning set forth in Section 1(d).
"Confidential Information" means any information concerning the Businesses
and affairs of the Seller that is not already generally available to the public.
"Disclosure Schedule" has the meaning set forth in Section 2.
"Effective Time" has the meaning set forth in Section 1(b).
-28-
"Employment Agreements" shall mean the employment agreements entered into
by each of the persons listed on the attached Schedule D.
"Encumbrance" means any claim, lien, pledge, option, charge, easement,
security interest, deed of trust, mortgage, right-of-way, encroachment, building
or use restriction, conditional sales agreement, encumbrance, or other right of
third parties, whether voluntarily incurred or arising by operation of law, and
includes, without limitation, any agreement to give any of the foregoing in the
future, and any contingent sale or other title retention agreement or lease in
the nature thereof.
"Environmental, Health, and Safety Laws" means any one or more laws,
statutes, rules, common law holdings, regulations, codes, plans, injunctions,
judgments, orders, decrees, rulings, and charges thereunder of federal, state,
local, and foreign governments (and all agencies thereof) concerning pollution
or protection of the environment, public health and safety, or employee health
and safety.
"Excluded Liabilities" has the meaning set forth in Section 1(g).
"Financial Statements" has the meaning set forth in Section 2(f).
"GAAP" means generally accepted accounting principles as in effect from
time to time.
"Indemnified Party" has the meaning set forth in Section 7(d).
"Indemnifying Party" has the meaning set forth in Section 7(d).
"Intellectual Property" means (a) all inventions (whether patentable or
unpatentable and whether or not reduced to practice), all improvements thereto,
and all patents, patent applications, and patent disclosures, together with all
reissuances, continuations, continuations-in-part, revisions, extensions, and
reexaminations thereof, (b) all trademarks, service marks, trade dress, logos,
trade names, and corporate names, together with all translations, adaptations,
derivations, and combinations thereof and including all goodwill associated
therewith, and all applications, registrations, and renewals in connection
therewith, (c) all copyrightable works, all copyrights, and all applications,
registrations, and renewals in connection therewith, (d) all mask works and all
applications, registrations, and renewals in connection therewith, (e) all trade
secrets and confidential business information (including ideas, research and
development, know-how, formulas, compositions, manufacturing and production
processes and techniques, technical data, designs, drawings, specifications,
customer and supplier lists, pricing and cost information, and business and
marketing plans and proposals), (f) all computer software (including data and
related documentation), (g) all other proprietary rights, and (h) all copies and
tangible embodiments thereof (in whatever form or medium).
"Joint Venture" means any contract, agreement or understanding between one
or more of the Seller and any other Persons to undertake, contribute to or
engage in any activity, in either a direct, intermediary or indirect capacity,
and share or allocate as between such parties or Persons any portion of the
capital, financing, labor, material, Intellectual Property, real or personal
-29-
property, costs, expenses, profits, Liabilities or losses related either
directly or indirectly to such activity.
"Knowledge" means actual knowledge after reasonable investigation.
"Liability" means any liability (whether known or unknown, whether asserted
or unasserted, whether absolute or contingent, whether accrued or unaccrued,
whether liquidated or unliquidated, and whether due or to become due), including
any liability for Taxes, royalties or commissions.
"License Agreement" means the License and Management Services Agreement,
dated as of even date hereof, between the Buyer and the Seller, the form of
which is attached hereto as Exhibit E.
"Material Adverse Consequences" means any of one or more of the following
which is subject in amount, singly or in the aggregate, to US$5,000 or more: any
actions, suits, proceedings, hearings, investigations, charges, complaints,
claims, demands, injunctions, judgments, orders, decrees, rulings, damages,
dues, penalties, fines, costs, amounts paid in settlement, Liabilities,
obligations, Taxes, liens, losses, expenses, and fees, including court costs and
reasonable attorneys' fees and expenses.
"Most Recent Financial Statements" has the meaning set forth in Section
2(f).
"Most Recent Fiscal Year End" has the meaning set forth in Section 2(f).
"Ordinary Course of Business" means the ordinary course of business
consistent with past day-to-day custom and practice (including with respect to
quantity and frequency) as such business has been conducted during the calendar
years of 1995, 1996 and 1997.
"Partnership" means any contract, agreement or understanding between one or
more of the Seller and any other Persons to undertake, contribute to or engage
in any plan or activity, in either a direct, intermediary or indirect capacity,
and share or allocate as between such parties or Persons any portion of the
capital, financing, labor, material, Intellectual Property, real or personal
property, costs, expenses, profits, Liabilities or losses related either
directly or indirectly to such plan or activity.
"Party" means, individually, each of the Buyer, the Seller and each of the
Taiwan Stockholders, and collectively, "Parties" means all of the foregoing.
"Person" means an individual, partnership, corporation, an association, a
joint stock company, a trust, a joint venture, an unincorporated organization,
or a governmental entity (or any department, agency, or political subdivision
thereof).
"Securities Exchange Act" means the United States Securities Exchange Act
of 1934, as amended.
-30-
"Seller" has the meaning set forth in the Recitals of this Agreement.
"Sellers" shall have the meaning set forth in the Recitals of this
Agreement.
"Seller Share" means any equity ownership share of the Seller.
"Shares" means all issued and outstanding stock of the Seller as of the
Closing.
"Subsidiary" means any entity with respect to which a specified Person (or a
Subsidiary thereof) owns 1% or more of the equity ownership thereof or has the
power to vote, by ownership, agreement, understanding or otherwise, or direct
the voting of sufficient securities to elect one or more directors.
"Taiwan Stockholder " means any Person who holds any equity shares in the
Seller.
"Tax Liability" has the combined meanings of the definitions of "Tax" and
"Liability."
"Tax Return" means any return, declaration, report, claim for refund, or
information return, examination reports, statements of deficiencies assessed
against or agreed to, or any other statement relating to Taxes, any schedule or
attachment to any such item and any amendment thereof.
"Tax" means any federal, state, local, or foreign income, gross receipts,
license, payroll, employment, excise, severance, stamp, occupation, premium,
windfall profits, environmental, customs, duties, capital stock, franchise,
profits, withholding, social security (or similar), unemployment, disability,
real property, personal property, sales, bulk sales, use, transfer,
registration, value added, alternative or add-on minimum, estimated, or other
tax of any kind whatsoever, including any interest, penalty, or addition
thereto, whether disputed or not.
"Third Party Claim" has the meaning set forth in Section 8(d)
* * *
[Signature Page Follows]
-31-
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the date first written above.
NEW SYSTEM, LTD.
By: /s/ Xxxxx Xxxxxx, Jr.
Title: Vice President
PAPNET FAR EAST LTD.
By: /s/ Xxxxx Xxxxx
Title: President
[Signatures Continue on the Following Page]
-32-
TAIWAN STOCKHOLDERS with respect to Sections 6, 7, 8 and 9 and such of the
definitions in this Agreement applicable to such Sections:
[/s/ Chinese Characters]
Name: [Chinese Characters]
Address: [Chinese Characters]
[/s/ Chinese Characters]
Name: [Chinese Characters]
Address: [Chinese Characters]
[/s/ Chinese Characters]
Name: [Chinese Characters]
Address: [Chinese Characters]
[/s/ Chinese Characters]
Name: [Chinese Characters]
Address: [Chinese Characters]
[/s/ Chinese Characters]
Name: [Chinese Characters]
Address: [Chinese Characters]
-33-
SCHEDULES, EXHIBITS AND ANNEXES
Schedule A [Intentionally Omitted]
Schedule B [Intentionally Omitted]
Schedule C Allocation Schedule
Schedule D Employment Agreement
Disclosure Schedules
Exhibits:
--------
Exhibit A Form of Xxxx of Sale
Exhibit B Form of Receipt
Exhibit C Form of Officer's Certificate
Exhibit D Form of Secretary's Certificate
Exhibit E Form of License Agreement
Ancillary documents:
-------------------
Seller's Resolutions
Wire Payment Instructions
-34-
