Ex. 10(n)
AGREEMENT
FOR
PURCHASE AND SALE OF ASSETS
THIS AGREEMENT is made and entered into this 3rd day of July, 1996, by
and between Integrated Information Services, Inc., a Nevada corporation ("IIS")
and Xxxxxxxxx Corporation, a Delaware corporation, (collectively, IIS and
Xxxxxxxxx Corporation are referred to herein as the "Buyer"), on the one hand
and Quixote Corporation, a Delaware corporation ("Parent"), Discovery Products,
Inc., a Delaware corporation ("DPI"), on the other hand (collectively, DPI and
Parent are referred to herein as the "Selling Entities").
WHEREAS, through DPI, Parent is engaged in the business of development
and sale of software for searching and annotating depositions and trial
transcripts (the "Business");
WHEREAS, the Selling Entities lease certain facilities in 000 Xxxxxxxx
Xxxxx, Xxxxx X. Xx. Xxxxxxxx, Xxxxxxxx 00000 (the "Facility") at which the
Business is conducted;
WHEREAS, Buyer desires to purchase from the Selling Entities and the
Selling Entities desire to sell to Buyer the assets and business of the
Business;
NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements herein contained, the parties agree as follows:
ARTICLE I
THE TRANSACTION
1.1 PURCHASE AND SALE OF ASSETS. Upon the terms and subject to the
conditions of this Agreement, at the Closing, the Selling Entities shall sell,
transfer, assign and deliver to the Buyer (or its affiliated designee), and the
Buyer (or its affiliated designee) shall purchase, accept and receive, all
right, title and interest in and to the Purchased Assets (as defined below).
1.2 PURCHASED ASSETS. The "Purchased Assets" means (i) all of the
Business, (ii) all of the assets used in the operation of the Business, and
(iii) all of the assets, properties and rights of DPI, including the following:
(a) all tools, machinery and equipment, office furniture and office
equipment; (b) all computer software programs, source codes, object codes,
information systems, program specifications and related material and
documentation and any and all licenses and copies thereof and rights thereto
(the "Software"); (c) all information in the nature of know-how, trade
secrets, inventions, processes, designs, devices and related information and
documentation (the "Technical Information"); (d) all patents, trademarks,
trade names, trade styles, logos, product designations and service marks and
all applications (pending or in process) and registrations therefor and
licenses thereof, including the name Discovery Products, Inc. and Stenograph
Legal Services, Inc. and all associated goodwill (the "Intellectual
Property"); (e) all packaging inventory, Software manuals, Initialize
Software protect devices, Software diskettes and Software protect devices;
(f) all documents and records relating to the Business and the Purchased
Assets; (g) all records relating to those employees subsequently hired by
Buyer; (h) all permits, licenses, approvals, registrations, authorizations
and indicia of authority and pending applications for any thereof ("Licenses
and Permits"); and (i) all contractual rights and interests of the applicable
Selling Entity under the contracts referred to in SCHEDULE 1.3(a).
The definition of Purchased Assets shall not include the following (the
"Excluded Assets"): (a) all interests in real property and real property leases,
(b) all interests in personal property leases, (c) all inventory (other than
packaging, Software manuals, PC board to program or initialize Software protect
devices, Software diskettes and Software protect devices), (d) all cash and cash
equivalents, (e) all accounts and notes receivable, (f) all security deposits
and prepaid expenses, and (g) all interests in the stock of Court Technologies,
Inc. and all of its assets, including intellectual property.
1.3 LIABILITIES AND OBLIGATIONS. Buyer shall not assume and
shall not be liable or responsible for any debt, obligation or liability of or
relating to the Facility, the Business, the Purchased Assets, any Selling Entity
or otherwise of any kind, whether known or unknown, contingent, absolute, or
otherwise, except for obligations under the agreements described on
SCHEDULE 1.3(a) to the extent obligations thereunder are required to be
performed after the end of the Closing Date, were incurred in the ordinary
course of business and do not relate to any failure to perform, improper
performance or other breach by any Selling Entity prior to the end of the
Closing Date (the "Assumed Liabilities"). IIS agrees to timely discharge and
perform all of the Assumed Liabilities.
1.4 EXCLUDED LIABILITIES. Except for the Assumed Liabilities,
each Selling Entity agrees to timely discharge and
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perform all of its liabilities and obligations related to the Business or the
Purchased Assets payable after Closing as they become due, including the
following (the foregoing, including the following being the "Excluded
Liabilities"): (a) liabilities and obligations relating to products sold prior
to the end of the Closing Date, including product liability claims and claims
for damages to person or property; (b) liabilities and obligations for any
products sold prior to the end of the Closing Date that do not comply with
applicable warranties or that are otherwise defective; (c) liabilities and
obligations relating to any federal, foreign, state, county and other tax
returns, reports and declarations of every nature (including income, employment,
excise, property, sales and use taxes); (d) liabilities and obligations relating
to any Plan (as hereinafter defined), as well as any and all claims of and
obligations to (including wages, salary and overtime) employees of the Business
to the extent related to the period through the end of the Closing Date or
otherwise related to the acts of the Selling Entities except for severance
liabilities arising from Buyer's failure to offer employment as required by
SECTION 7.1; and (e) liabilities and obligations to the Selling Entities and
their Affiliates (as hereinafter defined) except as arising pursuant to this
Agreement.
The Buyer agrees that any benefits, rights, actions, settlements, or assets
arising from any of the Excluded Liabilities and not the Purchased Assets or the
Assumed Liabilities shall belong exclusively to the Selling Entities, and Buyer
hereby waives any right or claim thereto.
ARTICLE II
CONSIDERATION FOR TRANSFER
2.1 CONSIDERATION. The aggregate consideration for the Purchased
Assets shall be as follows (the "Purchase Price"):
(a) Three Hundred Thousand Dollars ($300,000); and
(b) the assumption of the Assumed Liabilities by IIS.
2.2 TRANSFER TAXES. At Closing, the Selling Entities shall pay or
provide for the transfer taxes and sales taxes payable as a result of the
transfer of the Purchased Assets provided for herein.
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2.3 ALLOCATION OF PURCHASE PRICE. The Purchase Price shall be
allocated among the Selling Entities and the Purchased Assets as provided on an
Allocation Schedule in form provided by Buyer to the Selling Entities promptly
after Closing (the "Allocation Schedule"). Buyer and the Selling Entities agree
(i) to jointly complete and timely file Form 8594, and any other required
reports in accordance with SECTION 1060 of the Internal Revenue Code of 1986, as
amended, and the regulations promulgated thereunder, with their respective
federal income tax returns for the tax year in which the Closing Date occurs
(and any amended Form 8594, if necessary) in accordance with the Allocation
Schedule and (ii) that no party will take a position on any report, return, or
other documents filed with any governmental authority in any judicial or
administrative proceeding, that is in any manner inconsistent with the
Allocation Schedule.
ARTICLE III
THE CLOSING AND TRANSFER OF ASSETS
3.1 CLOSING. The transfer of assets contemplated by this Agreement
shall be effective as of the end of the Closing Date, as hereafter defined (the
"Closing") and shall occur at the offices of XxXxxxxxx, Will & Xxxxx, 000 Xxxx
Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx at 10:00 A.M. on July 3, 1996 or at such other
time or place as may be mutually agreed upon by the parties (the "Closing
Date").
3.2 DELIVERIES BY BUYER. At the Closing, Buyer shall deliver (or
cause to be delivered) the following:
(a) $300,000 payable by wire transfer of immediately available
funds;
(b) such other instruments or documents as may be necessary or
appropriate to carry out the transactions contemplated hereby.
3.3 DELIVERIES BY THE SELLING ENTITIES. At the Closing, the Selling
Entities shall deliver the following:
(a) a xxxx (or bills) of sale in the form provided by Buyer;
(b) the Consents referred to in SECTION 6.6;
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(c) patent, trademark and copyright assignments for items
included in the Purchased Assets in form provided by Buyer;
(d) such other instruments or documents as may be necessary or
appropriate to carry out the transactions contemplated by this
Agreement.
At the Closing, the Selling Entities shall have taken all steps necessary to
place the Buyer in actual possession and operating control of the Business and
the Purchased Assets. The Selling Entities shall allow employees, agents or
representatives of the Buyer access to the Facility ("Access") in order to take
delivery of the Purchased Assets. Access will be made available during regular
business hours from the date of Closing until 5:00 p.m. July 19, 1996.
3.4 CLOSING AGREEMENTS. At the Closing, the parties shall execute,
acknowledge and deliver such other instruments or documents as may be necessary
or appropriate to carry out the transactions contemplated by this Agreement.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
OF THE SELLING ENTITIES
The Selling Entities hereby jointly and severally represent and
warrant to Buyer, as of the date hereof, and as of the Closing Date, as set
forth below. For purposes of this Agreement, "Material Adverse Effect" shall
mean any effect which is materially adverse to the operations (as presently
conducted), assets, liabilities, condition (financial or otherwise) or to each
Selling Entity's knowledge the prospects of the Purchased Assets, the Business
or the Facilities.
4.1 AUTHORITY. Each Selling Entity has the full corporate right,
power and authority, without the consent of any other person, to execute and
deliver this Agreement and the agreements it is hereby contemplated to execute
and to carry out the transactions contemplated hereby and thereby, including the
transfer of each of the Purchased Assets. All corporate and other acts or
proceedings required to be taken by each Selling Entity to authorize the
execution, delivery and performance of this Agreement and all agreements and
transactions contemplated hereby have been duly and properly taken.
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4.2 VALIDITY. This Agreement has been, and the agreements and other
documents to be delivered by each Selling Entity at Closing will be, duly
executed and delivered and constitute the valid and legally binding obligations
of each Selling Entity enforceable in accordance with their respective terms.
4.3 VIOLATIONS AND APPROVALS. The execution and delivery of this
Agreement and the agreements contemplated hereby and the consummation of the
transactions contemplated hereby and thereby will not (immediately, upon
notice, with the passage of time or both) result in the creation of any lien,
charge or encumbrance of any kind or the termination or acceleration of any
obligation of or relating to the Business or the Purchased Assets and are not
prohibited by, do not and will not violate or conflict with any provision of,
and do not and will not (immediately, upon notice, with the passage of time or
both) constitute a default under or a breach of (i) the charter or by-laws of
any Selling Entity, (ii) any note, bond, indenture, contract, agreement, permit,
license or other instrument to which any Selling Entity is a party or, by which
any Selling Entity, the Business or the Purchased Assets are bound, (iii) any
order, writ, injunction, decree or judgment of any court or governmental agency
applicable to any Selling Entity, the Business, or the Purchased Assets or (iv)
any law, rule or regulation applicable to any Selling Entity, the Business or
the Purchased Assets. Except as set forth on SCHEDULE 4.3, and consents to
assignment and other consents that are obtained in connection with the Closing,
no approval, authorization, registration, consent, order or other action of or
filing with any person, including any court, administrative agency or other
governmental authority of any country, is required for the execution and
delivery by each Selling Entity of this Agreement or the agreements contemplated
hereby or the consummation of the transactions contemplated hereby and thereby.
4.4 DUE ORGANIZATION. Each Selling Entity is a corporation duly
organized and validly existing under the laws of its state or jurisdiction of
incorporation. Each Selling Entity, as applicable, has full power and authority
and all requisite rights, licenses, permits and franchises to own and operate
the Purchased Assets and to carry on the Business. For purposes of the
Business, the applicable Selling Entities are duly qualified to do business in
Illinois. DPI is qualified to do business in California. The Selling Entities
are not required to be qualified to do business in any other state.
4.5 FINANCIAL STATEMENTS AND TAXES. The financial statements of the
Business for the year ended June 30, 1995 and
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the ten months ended April 30, 1996 attached hereto as SCHEDULE 4.5 (the
"Financial Statements") are (a) in accordance with the books of account and
records of the Selling Entities, (b) fair presentations of the financial
condition and the results of operations as of the dates and for the periods
indicated and (c) prepared in accordance with generally accepted accounting
principles applied on a consistent basis throughout the periods covered thereby
(except as specified therein and except for the lack of footnotes, and in the
case of interim Financial Statements subject to year-end audit adjustments
consisting only of normally recurring accruals which in the aggregate are not
material). All federal, foreign, state, county and other tax returns, reports
and declarations of every nature (including income, employment, excise,
property, sales and use taxes) required to be filed by or on behalf of the
Selling Entities (as it relates to the Business) and the Business have been
filed and such returns are complete and accurate in all material respects and
disclose all taxes required to be paid for the periods covered thereby. All
taxes required to be paid, withheld or accrued by the Selling Entities (as
related to the Business) and the Business and any deficiency assessments,
penalties and interest have been paid, withheld or accrued. All tax payments
related to employees, including income tax withholding, FICA, FUTA, unemployment
and worker's compensation, required to be made by the Selling Entities (relating
to the Business) and the Business have been fully and properly paid, withheld,
accrued or recorded. There are no outstanding federal, state or local tax
audits related to the Business.
4.6 INTERIM CHANGE. Except as set forth in SCHEDULE 4.6, since
November 30, 1995, the Selling Entities have operated the Business in the
ordinary course, consistent with past operations, and there has not been any of
the following in connection with the Business: (a) any event resulting in, or
that is reasonably likely to result in, a Material Adverse Effect; (b) any
material change in significant personnel or relationships with third parties,
including suppliers, customers and others; (c) any damage to or destruction of
a material asset, or any disposition of assets or transfers of assets from any
Facility, other than sales of finished goods and use and disposal of assets in
the ordinary course of business on terms consistent with past practice; or (d)
any agreement to take any of the foregoing actions.
4.7 PURCHASED ASSETS. The Selling Entities are the sole and
exclusive legal and equitable owner of all right, title and interest in and have
good and marketable title to all of the Purchased Assets free and clear of the
interests and rights of any other party. None of the Purchased Assets are
subject to any
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lease, license, security interest, mortgage, pledge, lien, charge, encumbrance,
claim, covenant or restriction of any kind or character. The Purchased Assets
are in good repair, order and condition (reasonable wear and tear excepted), are
suitable for the purposes for which they are presently being used, and are
adequate to meet all present and reasonably anticipated requirements of the
Business as the Selling Entities conduct the Business. The Purchased Assets
will furnish Buyer with all of the capacity and rights to operate the Business
in the same manner as presently operated by the Selling Entities.
4.8 ENVIRONMENTAL MATTERS. Each of the Selling Entities is currently
complying in all respects with its obligations under all laws relating to the
environment in connection with the operation of its Business, its occupancy of
its Facilities and otherwise. No environmentally hazardous materials have ever
been released, unlawfully generated, treated, stored, or disposed of or in
connection with the Business.
4.9 SOFTWARE AND INFORMATION SYSTEMS. SCHEDULE 4.9 sets forth an
accurate and complete list and summary description of all the Software.
SCHEDULE 4.9 identifies or describes (i) Software which is owned by the Selling
Entities; and (ii) Software which is licensed to the Selling Entities by third
parties. Except as provided on SCHEDULE 4.9, with respect to the Software that
is reflected as being owned by one or more of the Selling Entities:
(a) all Software documentation for the end user is reasonably
current, accurate and sufficient in detail and content to identify,
explain the nature and permit the intended use thereof;
(b) all source codes, object codes and source code comments
included in the Software are sufficient to the extent reasonably
necessary to enable Buyer to maintain and modify the Software, using
persons skilled in the programming language, operating systems, and
hardware involved;
(c) Except for Incorporated Products (as hereinafter defined),
the applicable Selling Entity has good, sole, and marketable right,
title, and interest in and to the Software (including the exclusive
right to make, copy, sell, exploit, and provide to others the use of
the Software and all derivative works thereof) free and clear of any
liens, claims, encumbrances and adverse rights of every kind, nature,
and description. The applicable Selling Entity is in actual and sole
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possession of and will transfer to Buyer at Closing all copies of the source
code, source code comments and object code (except for copies of object code
held by licensees) and other proprietary rights included in the Software.
SCHEDULE 4.9 lists all current and former employees of the Selling Entities who
were authors of the Software and to the knowledge of the Selling Entities any
other person or entity who materially participated in the development of the
Software or any portion thereof or performed any work related to the Software
(such authors and other persons or entities are collectively referred to as the
"Software Authors"). Each Software Author identified as "internal" made his
contribution to the Software within the scope of employment with the applicable
Selling Entity, as "work made for hire." Except for the Incorporated Products,
the Software and every portion thereof is an original creation of the Software
Authors (or other persons not having any rights thereto) and does not contain
any source code or portions of source code (including any "canned program")
created by any parties other than the Software Authors (or other persons not
having any rights thereto). The Selling Entities have not, by any acts or
omissions, or by acts or omissions of affiliates, directors, officers,
employees, agents, or representatives caused any of their proprietary rights in
the Software, including copyrights, trademarks, and trade secrets to be
transferred, diminished, or adversely affected to any material extent.
(d) Except as set forth in SCHEDULE 4.9:
(i) there are no defects or errors in the Software,
which defects or errors could materially and adversely
affect Buyer's or any licensee's use of the Software or the
functioning of the Software in accordance with the
specifications for the Software published by the applicable
Selling Entity or provided to customers, the Software has
all the features described in the user manuals or
advertisements and materials made available to the
applicable Selling Entity's customers; and the Software does
not contain any "back door," "time bomb," "Trojan horse,"
"worm," "drop dead device," "virus" (as these terms are
commonly used in the computer software industry), or other
software routines or
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hardware components designed to permit unauthorized access, to disable
or erase software, hardware, or data in a manner unauthorized by, and
contrary to the intentions of, the user, or to perform any other
similar unauthorized destructive type of functions;
(ii) no person or entity other than the applicable
Selling Entity has any interest of any kind or nature in or
with respect to the Software, including the right to use,
make, copy, sell, exploit and provide to others the use of,
the Software and all derivative works thereof, and no
government funding or university or college facilities were
used in the development of the Software, and the Software
was not developed pursuant to an agreement giving any person
or entity rights to the Software, and no situation, matter,
or agreement exists that would preclude Buyer from making
any change to the Software or combining it with other
software in any lawful manner;
(iii) all copies of copyrighted Software contain
copyright legends; the Selling Entities have no knowledge
that any third party is violating or has violated any of the
applicable Selling Entity's proprietary rights in the
Software; other than license fees for Incorporated Products,
no third party has any interest in, or right to compensation
from the Selling Entities by reason of, the use,
exploitation, or sale of the Software; there are no
restrictions on the ability of the Selling Entities (or any
successor or assignee of the Selling Entities, including
Buyer) to use or otherwise exploit the Software, and such
use or exploitation does not and will not obligate the
Selling Entities (or any successor or assignee of the
Selling Entities, including Buyer) to pay any royalty, fee,
or other compensation to any person or entity other than
license fees for Incorporated Products; and the Selling
Entities have not received any notice and do not have any
knowledge of any complaint,
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assertion, threat, or allegation inconsistent with the preceding
statements in this paragraph; and
(iv) the Software has been licensed for use by third
parties only pursuant to the terms of the standard license
agreement in form attached to SCHEDULE 4.9.
(e) The Selling Entities have delivered or will deliver at
Closing all of their records with respect to Software fixes (including
fixes currently in progress), problem lists, maintenance of the
Software, and customer complaints, and all warranty claims (including
any pending claims) related to the Software all of which are described
in SCHEDULE 4.9. Except as set forth in SCHEDULE 4.9, there are no
representations and warranties that have been made with respect to the
Software.
(f) SCHEDULE 4.9 contains a complete list of all third party
software and patent rights which are a component of or incorporated in
or specifically required to develop or support any of the Software
("Incorporated Products"), and a list of all restrictions on the
Selling Entities' unrestricted right to use, incorporate or distribute
the Incorporated Products. The Selling Entities are not in violation
of any license, sublicense or agreement with respect to an
Incorporated Product.
(g) No person or entity is entitled to receive the source code
for any Software for any reason; and the Selling Entities have not
disclosed the source code for any Software to any third party except
as set forth on SCHEDULE 4.9. Prior to Closing, no employee,
Consultant or agent of the Selling Entities has improperly used, taken
or copied the Software.
4.10 CUSTOMERS AND SUPPLIERS. The Selling Entities have no knowledge
of any fact, condition or event which would cause Buyer's relationship with any
customer or supplier to be materially and adversely different than the current
relationship of such supplier with respect to the Business.
4.11 EMPLOYEES. The Selling Entities have delivered to Buyer
accurate and complete information in writing containing, with respect to the
Business:
(a) a list of all employees (including name, title and
position);
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(b) the employee's length of service; and
(c) the compensation (including terms of payment, bonuses,
commissions and deferred compensation, as well as any benefits) of
each employee.
With respect to the Business, except as set forth on SCHEDULE 4.11, (i) there
have not been in the past five years and are not pending any labor disputes, any
work stoppages, request for representations, pickets or work slow-downs due to
labor disagreements, (ii) there are and have been no unresolved violations of
any local, state, or federal laws respecting the employment of any employees,
including the National Labor Relations Act, the Fair Labor Standards Act, the
Americans with Disabilities Act, wage-payment laws, laws prohibiting employment
discrimination, and laws addressing workplace safety and health; (iii) there is
no unfair labor practice, charge or complaint pending, unresolved or, to the
knowledge of the Selling Entities, threatened before the National Labor
Relations Board; (iv) there is no employment handbook, personnel policy manual,
or similar document that creates prospective employment rights or obligations;
(v) the employees of the Business are not covered by any collective bargaining
agreement; (vi) each Selling Entity has provided or will timely provide prior to
Closing all notices required by law to be given prior to Closing of the
transactions contemplated by this Agreement to all local, state, or federal
labor, wage-payment, equal employment opportunity, unemployment-insurance and
related agencies; (vii) each Selling Entity has paid or properly accrued in the
ordinary course of business all wages and compensation due to employees,
including all vacations or vacation pay, holidays or holiday pay, sick days or
sick pay, and bonuses; and (viii) the transactions contemplated by this
Agreement will not create liability under any local, state, or federal law
respecting reductions in force or the impact on employees on plant closing or
sales of businesses.
4.12 EMPLOYEE BENEFIT PLANS. For purposes hereof, a "Plan" shall
mean any employee benefit plan, contract or arrangement, established, maintained
or contributed to by one of the Selling Entities with respect to the employees
of the Business. All Plans have been administered in accordance with applicable
law and the terms thereof. Buyer will not incur any liability under any Plan as
a result of the transactions contemplated hereby.
4.13 LICENSES AND PERMITS. SCHEDULE 4.13 contains an accurate and
complete list and summary description of each License and Permit. The Licenses
and Permits are valid and in full force and effect, no violations of any Selling
Entity in
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respect of the Business exist in respect thereof and there are not pending, or
to the knowledge of any Selling Entity, threatened any proceedings or
circumstances which could result in the termination, revocation, limitation or
impairment of any License or Permit in respect of the Business. The Licenses
and Permits included in the Purchased Assets are all of such items that are
necessary to own the Purchased Assets and conduct the Business as presently
owned, operated or conducted except for such items where failure to have such
item could not result in any material expense or liability and that can be
readily obtained without any material cost. Except as set forth as described in
SCHEDULE 4.13, all Licenses and Permits are freely assignable to Buyer without
the consent or approval of any third party, unless provided otherwise on
SCHEDULE 4.13. No violations of any Selling Entity or its agents have been
recorded in respect of any Licenses and Permits in the past three years, and the
Selling Entities know of no basis therefor.
4.14 MATERIAL CONTRACTS. SCHEDULE 4.14 hereto sets forth an
accurate, correct and complete list of all contracts, instruments, commitments,
agreements, arrangements and understandings including all amendments and
supplements thereto, relating to the Business, to which any Selling Entity is a
party or is bound, or by which any of the assets of any Selling Entity are
subject or bound (i) which involve benefits or obligations with a value
individually or in the aggregate, of $15,000 or more, or (ii) which otherwise
involve any of the following types of contracts (the items in (i) and (ii) being
collectively referred to herein as the "MATERIAL CONTRACTS"):
(a) any sales, license, service or distribution agreements and
contracts;
(b) all agreements, arrangements or understandings, written or
oral (the "Employment Contracts"), regarding services to be rendered,
terms and conditions of employment, confidentiality and assignment of
inventions;
(c) all licenses, agreements, contracts and other instruments
affecting the Intellectual Property or the Software;
(d) all agreements and contracts containing requirements or
"take or pay" provisions;
(e) all agreements and contracts with state, federal, local,
regulatory or other governmental entities;
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(f) all agreements and contracts not to compete or otherwise
restricting activities;
(g) all agreements and contracts containing a provision to
indemnify any party or assume any tax, environmental or other
liability; and
(h) any other contract, commitment, agreement, arrangement or
understanding which provides for payment or performance by any party
thereto having an aggregate value of $15,000 or more or which is
otherwise material to the Business.
All Material Contracts are valid, binding and enforceable in
accordance with their terms and are in full force and effect and none of the
parties to any Material Contract are in breach of, violation of, or in default
under the terms of any such Material Contract except for such breaches,
violations and defaults which can be readily cured by Buyer and which will not
result any material expense or liability. No event has occurred which with
notice or passage of time or both would result in a breach of, violation of, or
in default under, the terms of any Material Contract. The consummation of the
transactions contemplated hereby, without notice to or consent or approval of
any party, will not constitute a breach of, violation of, or default under any
provision of any Material Contract. Except as set forth on SCHEDULE 4.14, there
is no adverse claim on the rights of any Selling Entity under any Material
Contract. None of the rights of any Selling Entity under any Material Contract
will be impaired by the consummation of the transactions contemplated by this
Agreement (except for such impairments as can be readily cured by Buyer without
any material expense or liability), and all of such rights will be enforceable
by Buyer after the Closing Date without the consent or agreement of any other
party, including all rights to renew the applicable Material Contract. The
Selling Entities have delivered accurate, correct and complete copies of each
Material Contract to Buyer.
4.15 INTELLECTUAL PROPERTY. SCHEDULE 4.15 sets forth an accurate and
complete list and summary description of all Intellectual Property and contains
an indication of any renewals, taxes or fees due in respect thereof within
ninety (90) days of the Closing Date. Except as set forth in SCHEDULE 4.15,
with respect to the Intellectual Property, (i) the applicable Selling Entity is
the sole and exclusive owner and has the sole and exclusive right to use the
Intellectual Property and no other person has any interest in any Intellectual
Property; (ii) no action, suit, proceeding or investigation has been instituted
and is pending, unresolved or, to Selling Entity's knowledge,
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threatened; (iii) none of the Intellectual Property or products or methods of
the Business interferes with, infringes upon, conflicts with or otherwise
violates the rights of others or, to the knowledge of the Selling Entities, is
being interfered with or infringed upon by others, and none is subject to any
outstanding order, decree or judgment except for such infringements, conflicts
or violations as could not result in any material expense or liability and which
can be readily cured by Buyer without any material expense or liability; (iv)
there are no royalty, commission or similar arrangements, and no licenses,
sublicenses or agreements, pertaining to any of the Intellectual Property or
products or methods of the Business; (v) the Selling Entities have not agreed to
indemnify any person for or against any infringement of or by the Intellectual
Property or the Purchased Assets; (vi) all registrable items of Intellectual
Property currently being used are properly registered under applicable law; and
(vii) the Intellectual Property constitutes all such assets, properties and
rights which are used in or necessary for the conduct of the operations of the
Business and the Facility as currently conducted. Except as set forth on
SCHEDULE 4.15, all rights of the applicable Selling Entity in and to the
Intellectual Property are transferable to Buyer as contemplated herein without
any consent or other approval. Buyer has been provided with accurate and
complete copies or written descriptions of all studies, opinions and searches of
which the Selling Entities have knowledge relating to any Intellectual Property
or any infringement of or by any Intellectual Property, all of which are listed
on SCHEDULE 4.15.
4.16 TECHNICAL INFORMATION. SCHEDULE 4.16 sets forth an accurate and
complete list and summary description of all Technical Information. All
Technical Information:
(a) is owned solely and exclusively by the applicable Selling
Entity or available for use by Buyer without payment to any person;
and
(b) is documented in a manner comparable to that of similarly
situated businesses and in condition for conveyance to and readily
useable by Buyer.
All Technical Information and any copies thereof shall be delivered to Buyer at
Closing. There is no violation of any patents, trademarks, trade secret rights,
copyrights or other proprietary rights by, or with respect to, the Technical
Information. Buyer has been provided with accurate and complete copies or
written descriptions of all studies, opinions and searches of which the Selling
Entities have knowledge relating to
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any Technical Information or any infringement of or by any Technical
Information, all of which are listed on SCHEDULE 4.16.
4.17 LEGAL PROCEEDINGS. The Selling Entities are not engaged in or a
party to or, to the knowledge of any Selling Entity, threatened with any
dispute, action, suit or other proceeding relating to the Business or any of the
Purchased Assets. To the knowledge of the Selling Entities, no basis exists for
any such proceeding which could have a Material Adverse Effect. The Selling
Entities have no knowledge of any investigation threatened or contemplated by
any governmental or regulatory authority.
4.18 COMPLIANCE WITH LAW. As of and prior to the Closing, the
Business, each Facility and the Purchased Assets conform to all applicable
statutes, codes, laws, ordinances, rules and regulations and each Selling Entity
has complied with all such statutes, codes, laws, ordinances, rules and
regulations as they apply to the Business and where the failure of such
compliance can be readily cured and will not result in any material liability or
expense. Neither the Selling Entities, nor, to the knowledge of the Selling
Entities, any employee or representative thereof has made any unlawful
gratuities or other payments (or taken similar actions) for the purpose of
benefiting the Selling Entities with respect to the Business.
4.19 BROKERS. The Selling Entities have not retained any broker,
finder or agent or incurred any liability or obligation for any brokerage fees,
commissions or finders fees with respect to this Agreement or the transactions
contemplated hereby, except for those to whom Buyer will have no liability or
obligation.
4.20 DISCLOSURE. The representations and warranties of the Selling
Entities contained in this Agreement and each agreement, attachment, schedule,
certificate or other written statement delivered pursuant to this Agreement or
in connection with the transactions contemplated herein and therein are accurate
and complete in all material respects, and do not contain any untrue statement
of a material fact or omit to state a material fact necessary in order to make
the statements and information contained herein or therein not misleading.
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ARTICLE V
REPRESENTATIONS AND WARRANTIES
OF BUYER
Each Buyer hereby represents and warrants to the Selling Entities as
of the date hereof, and as of the Closing Date, as set forth below.
5.1 AUTHORITY. Buyer has full corporate right, power and authority,
without the consent of any other person, to execute and deliver this Agreement
and the agreements contemplated hereby and to consummate the transactions
contemplated hereby and thereby. All corporate and other acts or proceedings
required to be taken by Buyer to authorize the execution, delivery and
performance of this Agreement and the agreements contemplated hereby and all
transactions contemplated hereby and thereby have been duly and properly taken.
5.2 VALIDITY. This Agreement has been, and the agreements and other
documents to be delivered at Closing will be, duly executed and delivered by
Buyer and will constitute lawful, valid and legally binding obligations of
Buyer, enforceable in accordance with their respective terms.
5.3 VIOLATIONS AND APPROVALS. The execution and delivery of this
Agreement and the agreements contemplated hereby and the consummation of the
transactions contemplated hereby and thereby will not (immediately, with notice,
the passage of time or both) result in the creation of any lien, charge or
encumbrance or the acceleration of any indebtedness or other obligation of Buyer
and are not prohibited by, do not violate or conflict with any provision of, and
do not and will not (immediately, with notice, the passage of time or both)
result in a default under or a breach of (i) the charter or by-laws of Buyer,
(ii) any contract, agreement, permit, license or other instrument to which Buyer
is a party or by which it is bound, (iii) any order, writ, injunction, decree or
judgment of any court or governmental agency, or (iv) any law, rule or
regulation applicable to Buyer, except for such creations, terminations,
violations, conflicts, breaches, defaults, charges or encumbrances which, in the
aggregate will not have an adverse effect on Buyer's ability to consummate the
transactions contemplated hereby.
5.4 BROKERS. Buyer has not retained any broker or finder or incurred
any liability or obligation for any brokerage fees, commissions or finders fees
with respect to this Agreement or the transactions contemplated hereby.
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5.5 DUE ORGANIZATION. Each Buyer is a corporation duly organized and
validly existing under the laws of its state of incorporation and has full
corporate power and authority to acquire and operate each Facility and to own,
lease and operate the Purchased Assets and to carry on the Business.
ARTICLE VI
ADDITIONAL COVENANTS AND AGREEMENTS OF
SELLING ENTITIES AND BUYER
The Selling Entities jointly and severally hereby agree to keep,
perform and fully discharge the following covenants and agreements.
6.1 FURTHER ASSURANCES; COOPERATION. From time to time, after
Closing at Buyer's request and without further consideration, the Selling
Entities shall execute, acknowledge and deliver such documents, instruments or
assurances and take such other actions as Buyer may reasonably request with
respect to assigning, conveying and transferring to Buyer any of the Purchased
Assets.
6.2 RECORDS AND DOCUMENTS. Following the Closing Date, the Selling
Entities shall retain and grant to Buyer and its representatives, at Buyer's
request (and subject to Buyer's reimbursement of the Selling Entities out-of-
pocket expenses), access to and the right to make or obtain copies of those
records and documents related to the Business or the Purchased Assets,
possession of which is retained by the Selling Entities, as may be necessary or
useful in connection with Buyer's operation of the Business after the Closing.
If during the seven year period following Closing, the Selling Entities elect to
dispose of such records, the Selling Entities shall first give Buyer sixty (60)
days' written notice, during which period Buyer shall have the right to obtain
the records without further consideration; PROVIDED, HOWEVER, that the Selling
Entities shall have no liability to Buyer for disposal of any record unless done
intentionally in contravention of this Section. If reasonably necessary, the
Selling Entities shall also make reasonably available their employees and agents
to provide information related to the Business, or the Purchased Assets on the
same basis.
6.3 CONSUMMATION. Subject to the terms and conditions provided
herein, the Selling Entities and the Buyers agree to use all reasonable efforts
to take, or cause to be taken all actions and to do, or cause to be done all
things necessary, proper or
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advisable under applicable laws and regulations to consummate and make effective
the transactions contemplated by the Agreement in accordance with its terms.
The Selling Entities and the Buyer shall not take any action inconsistent with
their obligations hereunder or which would hinder or delay the consummation of
the transactions contemplated hereby.
6.4 NONCOMPETITION AND NONDISCLOSURE.
6.4.1 NONCOMPETITION. In order to protect the value of the
Business and the Purchased Assets, each Selling Entity and its Affiliates
(collectively, the "Seller Group") agrees for three (3) years from the Closing
Date, not to (i) engage, directly or indirectly, in any manner in the Business
anywhere in the United States or Europe, (ii) directly or indirectly engage in
any activity that competes with the Business anywhere in the United States or
Europe, (iii) solicit any customer of the Business for products or services
directly or indirectly competitive with the Business and (iv) attempt in any
way, directly or indirectly, to obtain for itself, or others, or to divert from
Buyer and its subsidiaries and affiliates, any rights benefits, sales or profits
arising out of or in connection with the Purchased Assets or the Business. For
purposes hereof, an "Affiliate" means any entity controlling, controlled by or
under common control with another entity or person.
6.4.2 NONDISCLOSURE. After the Closing, except as required by
law or court order, the Seller Group will not disclose, or use directly or
indirectly, to, or for the benefit of any person or entity other than Buyer, any
Technical Information or confidential information, data or materials related to
the Business.
6.4.3 BREACH. The Seller Group agrees that any breach of
SECTIONS 6.4.1 or 6.4.2 above will result in irreparable damage to Buyer for
which Buyer will have no adequate remedy at law, and, therefore if such a breach
should occur, the Seller Group consents to any temporary or permanent injunction
or decree of specific performance by any court of competent jurisdiction in
favor of Buyer enjoining any such breach, without prejudice to any other right
or remedy to which Buyer shall be entitled. In the event that any portion of
this SECTION 6.4 shall be determined by any court of competent jurisdiction to
be unenforceable by reason of its being extended over too great a period of time
or too large a geographic area or over too great a range of activities, it shall
be interpreted to extend only over the maximum lesser period of time, geographic
area, or range of activities as to which it may be enforceable. Each of the
covenants herein shall be deemed a separate and severable
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covenant. In the event any member of the Seller Group breaches any provision of
this SECTION 6.4, Buyer shall be entitled to recover all costs of enforcement,
including reasonable attorneys' fees.
6.5 CHANGE OF NAMES. Within ten (10) business days after the
Closing, DPI will provide evidence to Buyer that it has taken all necessary
action and made all necessary state filings to change its corporate name to
"Quixote DPI Corporation". The Selling Entities will terminate the use of any
and all "d/b/a's" currently used by DPI.
6.6 CONSENTS. The Selling Entities have obtained consents necessary
to assign the contracts described on SCHEDULE 6.6 prior to Closing and will
obtain consents necessary to assign all other contracts described on
SCHEDULE 1.3(a) as promptly as practicable after Closing.
___________________________
Buyer hereby agrees to keep, perform and fully discharge the following
covenants and agreements:
6.7 RECORDS AND DOCUMENTS. Following the Closing Date, Buyer shall
grant to each Selling Entity and its representatives, at the Selling Entity's
request (and subject to the Selling Entity's reimbursement of Buyer's out-of-
pocket expenses), access to and the right to make or obtain copies of those
records and documents related to the Business or the Purchased Assets,
possession of which is transferred to Buyer, as may be reasonably necessary for
the Selling Entity's tax, employee benefit, collection of receivables or
financial reporting obligations or other investigation required by law or, for
the Selling Entity's dealing with, handling or discharging of any debt,
obligation or liability of or relating to the Business or the Purchased Assets
which is not an Assumed Liability. If during the seven year period following
Closing, the Buyer elects to dispose of such records, the Buyer shall first give
the Selling Entities written notice, during which period the Selling Entities
shall have the right to obtain the records without further consideration;
PROVIDED, HOWEVER, that the Buyer shall have no liability to the Selling
Entities for disposal of any record unless done intentionally in contravention
of this Section. If reasonably necessary, Buyer shall also make reasonably
available its employees to provide information for the same purposes on the same
basis.
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ARTICLE VII
EMPLOYEES
7.1 CONTINUED ASSOCIATION WITH THE BUSINESS. Buyer will offer
employment to at least 3 employees of the Business. The Selling Entities will
use all reasonable efforts to retain all present employees through the Closing.
None of the Selling Entities nor their Affiliates have or will offer employment
to any of such 3 employees in respect of any period after Closing. Buyer shall
not incur any liability or obligation with respect to any employee that does not
accept employment with Buyer. The Buyer shall use reasonable efforts to request
each employee that accepts employment to confirm the acceptance of employment in
writing. Buyer will not incur as a result of the transfer of the Purchased
Assets, any present, future or contingent liability or obligation to pay any
pension benefits, medical benefits, compensation for loss of employment or other
compensation or benefits to any employee terminated at or prior to Closing. The
employees of the Business hired by Buyer are referred to herein as the "Buyer
Employees".
7.2 SECTION 401(k) PLANS. The Selling Entities have made all
existing payment options available to the employees of the Business
participating in any applicable 401(K) Plan. As soon as practicable after the
Closing Date, the parties will transfer the account balances of Buyer Employees
from the trustee of the Quixote 401(k) Plan (the "Quixote 401(k) Plan") to the
trustee of the Xxxxxxxxx 401(k) Plan. The Selling Entities will take all action
necessary so that Buyer Employees will be fully vested in their accounts in the
Quixote 401(k) Plan as of the Closing Date. Assets of the Quixote 401(k) Plan
equal to the sum of the account balances of the Buyer Employees in such plan as
of the last day of the month coincident with or immediately preceding the date
of transfer (the "Transfer Date") shall be transferred to the Xxxxxxxxx 401(k)
Plan as soon as practicable following the Closing Date and the Selling Entities
shall be responsible for determining whether the correct amount of balances are
transferred to the Xxxxxxxxx 401(k) Plan. The transfer will be made after any
distributions that Buyer Employees are entitled to receive under the Quixote
401(k) Plan before the Transfer Date have been made and after Buyer presents to
the Selling Entities a copy of a current IRS favorable determination letter or
other evidence that the Xxxxxxxxx 401(k) Plan is a "qualified" plan within the
meaning of Section 401(a) of the Internal Revenue Code. The Selling Entities
will allow each Buyer Employee to elect any benefit option available under the
Quixote 401(k) Plan, and transfers to the Xxxxxxxxx 401(k) Plan will occur only
if such employee elects such a transfer.
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The transfer will be made in cash. The Selling Entities represent that the
transfer described in this Section shall be made in accordance with Section
414(l) of the Internal Revenue Code.
7.3 COBRA OBLIGATIONS. The Selling Entities shall retain all
liabilities, perform all obligations and maintain all insurance under the
Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") with respect to
its employees and former employees of the Business and their covered dependents,
whether or not such employees accept employment with Buyer.
7.4 SEVERANCE. The Selling Entities shall be liable for any
severance, separation or similar liabilities, that are payable (i) to any person
whose right to severance or separation benefits arises as a result of the
transactions contemplated by this Agreement, (ii) to any person whose employment
with a Selling Entity was terminated prior to the Closing, and (iii) to any
employee of any of the Selling Entities not hired by Buyer (a "Seller
Employee"). Buyer shall be liable for any severance, separation or similar
liabilities for all Buyer Employees under Buyer's employment policies and
procedures.
7.5 WORKERS COMPENSATION. The Selling Entities shall be liable for
the administration and payment of all workers' compensation liabilities and
benefits with respect to (i) Buyer Employees to the extent resulting from
claims, events, circumstances, exposures, conditions or occurrences occurring
prior to the Closing Date, and (ii) Seller Employees. Buyer shall be
responsible for the administration and payment of all workers' compensation
liabilities and benefits with respect to Buyer Employees resulting from claims
reported following the Closing Date, to the extent resulting from events,
circumstances, exposures, conditions, or occurrences after the Closing Date.
7.6 HEALTH BENEFITS. The Selling Entities shall be liable for the
administration and payment of all health and welfare liabilities and benefits
under the Plans with respect to (i) Buyer Employees to the extent resulting from
claims, events, circumstances, exposures, conditions or occurrences occurring
through the end of the Closing Date, and (ii) Seller Employees. Buyer shall be
responsible for the administration and payment of all health and welfare
liabilities and benefits under the Buyer's benefit programs with respect to
Buyer Employees resulting from claims reported following the Closing Date, to
the extent resulting from events, circumstances, exposures, conditions, or
occurrences after the end of the Closing Date. The Selling Entities shall
retain responsibility for health and welfare benefits and liabilities for any
disabled employees of the
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Business and disabled dependents of employees of the Business until such persons
are no longer disabled.
ARTICLE VIII
SURVIVAL AND INDEMNIFICATION
8.1 SURVIVAL. All covenants and agreements contained in this
Agreement or in any agreement or other document delivered pursuant hereto shall
be deemed to be material and to have been relied upon by the parties hereto and
shall survive the Closing and be enforceable until the covenant or agreement has
been fully performed. Unless otherwise specified, the representations and/or
warranties contained in this Agreement or in any agreement or other document
delivered pursuant hereto shall be deemed to be material and to have been relied
upon by the parties hereto and shall survive the Closing for a period ending two
years from the Closing Date, provided that (i) the representations and
warranties in the following Sections shall survive and be enforceable
indefinitely: Section 4.1, Section 4.2, the first sentence of Section 4.4, the
first sentence of Section 4.7, Section 5.1, Section 5.2, Section 5.5, and (ii)
the representations and warranties in SECTION 4.9 shall survive for two years
and (iii) the representations and warranties in Section 4.6 as to tax matters
only, shall survive until expiration of the applicable statutes of limitation
and any extensions thereof. Any claim for indemnification under the
representations and warranties that survive for a period of time that is
asserted in writing within the survival period shall survive until resolved or
judicially determined. The representations and warranties set forth in this
Agreement or in any agreement or other document delivered pursuant hereto shall
not be affected by any investigation, verification or examination by any party
hereto or by anyone on behalf of any such party. The survival period for the
representations and warranties shall in no way affect Buyer's responsibility to
indemnify the Selling Entities with respect to the Assumed Liabilities, nor the
Selling Entities responsibility to indemnify Buyer for the Excluded Liabilities.
8.2 INDEMNIFICATION. Buyer shall jointly and severally indemnify and
hold harmless the Selling Entities, from and against any and all loss,
diminution in value, damage, cost, expense (including court costs and attorneys'
fees and expenses and costs of investigation), suit, action, claim, deficiency,
liability or obligation related to, caused by or arising from (i) any
misrepresentation, breach of warranty or failure to fulfill any covenant or
agreement of Buyer contained herein or in any agreement or other document
delivered pursuant hereto; (ii) any and all claims of third parties made based
upon facts alleged
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that, if true, would have constituted such a misrepresentation, breach or
failure; and (iii) the Assumed Liabilities. The Selling Entities shall jointly
and severally indemnify and hold harmless Buyer, from and against any and all
loss, diminution in value, damage, cost, expense (including court costs and
attorneys' fees and expenses and costs of investigation), suit, action, claim,
deficiency, liability or obligation related to, caused by or arising from (i)
any misrepresentation, breach of warranty or failure to fulfill any covenant or
agreement of any Selling Entity contained herein or in any agreement or other
document delivered pursuant hereto; (ii) any and all claims of third parties
made based upon facts alleged that, if true, would constitute such a
misrepresentation, breach or failure; (iii) the Excluded Liabilities. The party
seeking indemnification shall give written notice to the indemnifying party of
the facts and circumstances giving rise to any claim for indemnification. All
rights contained in this Article are cumulative and are in addition to all other
rights and remedies which are otherwise available, pursuant to the terms of this
Agreement or applicable law. All indemnification rights shall be deemed to
apply in favor of the indemnified party's officers, directors, representatives,
subsidiaries, affiliates, successors and assigns.
8.3 GENERAL. Neither the Selling Entities nor the Buyer shall have
any right to indemnification for any breach of representation or warranty
hereunder until it has claims of at least $5,000 in the aggregate and then the
indemnifying party or parties shall only be responsible for claims in excess of
the first $5,000.
ARTICLE IX
GENERAL PROVISIONS
9.1 AMENDMENTS AND WAIVER. No amendment, waiver or consent with
respect to any provision of this Agreement shall in any event be effective,
unless the same shall be in writing and signed by the parties hereto, and then
such amendment, waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.
9.2 NOTICES. All notices, requests, consents, demands and other
communications hereunder must be in writing and shall be delivered in person, by
courier service or by telecopy, telegram or telex as follows:
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(a) If to the Selling Entities: With copies to:
Quixote Corporation XxXxxxx Xxxxx & Xxxxx
One East Xxxxxx Drive 000 X. Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000 40th Floor
Telephone No.: (000) 000-0000 Xxxxxxx, XX 00000
Telecopy No.: (000) 000-0000 Telephone No.: (000) 000-0000
Attn: Xxxxx X. XxXxxxx Telecopy No.: (000) 000-0000
Attn: Xxxx Xxxxxxx Schiave, P.C.
(b) If to Buyer: With copies to:
Integrated Information Services, Inc. XxXxxxxxx, Will & Xxxxx
c/o Heico Acquisitions 000 Xxxx Xxxxxx Xxxxxx
0000 Xxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxx, XX 00000
Xxxxxxx, Xxxxxxxx 00000 Telephone No.: (000) 000-0000
Telephone No.: (000) 000-0000 Telecopy No.: (000) 000-0000
Telecopy No.: (000) 000-0000 Attn: Xxxxxxx X. Xxxxxxx, P.C.
Attn.: Xxxxxxx X. Xxxxxxx
Notice shall be deemed given when sent or delivered as provided herein. Any
party may change its address or add or change parties for receiving notice by
written notice given to the others named above.
9.3 EXPENSES. Except as otherwise expressly provided herein, each
party to this Agreement shall pay its own costs and expenses in connection with
the transactions contemplated hereby.
9.4 RULES OF CONSTRUCTION. The word "including" shall mean
including, without limitation. The Article, Section and other headings
contained herein are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.
9.5 COUNTERPARTS. This Agreement may be executed (which may be by
facsimile with hard copy by express delivery) in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
9.6 SUCCESSORS AND ASSIGNS. This Agreement shall bind and inure to
the benefit of the parties named herein and their respective successors and
assigns. The Selling Entities may not
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assign any rights, benefits, duties or obligations under this Agreement. Each
Buyer may assign its rights, benefits, duties and obligations to an affiliated
corporation or a purchaser of the Business.
9.7 ENTIRE AGREEMENT. This Agreement and the documents referred to
herein contain the entire agreement and understanding among the parties with
respect to the transactions contemplated hereby and supersede all other
agreements, understandings and undertakings among the parties on the subject
matter hereof.
9.8 ANNOUNCEMENTS. No announcement of the specific terms of this
Agreement shall be made by any party without the written approval of the other
party (which approval shall not be unreasonably withheld), except filings
required to be made with the Securities and Exchange Commission and as otherwise
required by applicable law or rules of a national securities exchange.
9.9 PARTIAL INVALIDITY. In the event that any provision of this
Agreement shall be held invalid or unenforceable by any court of competent
jurisdiction, such holding shall not invalidate or render unenforceable any
other provision hereof.
9.10 APPLICABLE LAW. This Agreement shall be interpreted in
accordance with the substantive laws of the State of Illinois applicable to
contracts made and to be performed wholly within said State.
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IN WITNESS WHEREOF, each of the parties has caused this Agreement to
be executed on its behalf by a duly authorized officer all as of the date first
written above.
INTEGRATED INFORMATION QUIXOTE CORPORATION
SERVICES, INC.
By: /s/ Xxxxxxx X. Felvy By: /s/ Xxxxxx X. Xxxxx
------------------------- -------------------------------
Its: Vice President Its: Vice President and Controller
------------------------- -------------------------------
XXXXXXXXX CORPORATION DISCOVERY PRODUCTS, INC.
By: /s/ Xxxxx Xxxx By: /s/ Xxxxxx X. Xxxxx
------------------------- -------------------------------
Its: Executive V.P. - CFO Its: Vice President
------------------------- -------------------------------
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