EXHIBIT 9 - AGREEMENT FOR SALE AND PURCHASE OF ASSETS OF ASSEMBLY SERVICES
UNLIMITED, INC. D/B/A WILDAN SERVICES AND MEMBERSHIP CERTIFICATES
OF BRITTANY LLC AND PLAN OF REORGANIZATION
AGREEMENT FOR SALE AND PURCHASE OF ASSETS OF
ASSEMBLY SERVICES UNLIMITED, INC.
D/B/A WILDAN SERVICES AND MEMBERSHIP CERTIFICATES OF BRITTANY LLC
AND PLAN OF REORGANIZATION
THIS AGREEMENT IS MADE AS OF THE DAY OF 1999, by and between Assembly
Services Unlimited, Inc. ("Assembly Services") d/b/a Wildan Services, and
Brittany at 0000 Xxxxxxxxxxx Xxxx, LLC ("Brittany LLC") (hereinafter
collectively referred to as the "Seller" or "Business"), and Reink Corp. or its
designate (hereinafter referred to as "Buyer").
II. INTRODUCTORY STATEMENT
2.1 Seller, Assembly Services, is a company incorporated under
the laws of the state of NEW JERSEY , and registered to do
business in the state of NEW JERSEY . The Business is
operated at (leased) premises located at 0000 XXxxxxxxxxx
Xxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 (hereinafter referred to
as the "Premises").
2.2
Wildan Services, is a trade name used by Assembly Services,
and registered In the Official Public Records of Secretary
of the State of New Jersey, Division of Commercial
Recording, Filed 09/08/98 , Book , ---------------- Page .
-------------
2.3 Seller, Brittany LLC, is a Limited Liability Company Formed
in the State of New Jersey , and Registered to Do Business
in the State of New Jersey . Brittany Llc Owns the premises
upon which Assembly Services operates the Business.
2.4 Buyer, Reink Corp. is a Delaware corporation registered to
do business in the states of Florida and New York.
2.5 With respect to the purchase of the assets of Assembly
Services, the parties intend that this Agreement shall
constitute a plan of reorganization (the "Plan") by a
transaction or transactions of the type described in Section
368 (a)(1)(C) and 368 (a)(2)(C) of the Internal Revenue Code
of 1986, as amended. The Plan is comprised of (i) the
exchange of voting stock of Reink for substantially all of
the assets of Assembly Services, followed by (ii) the
liquidation of Assembly Services and the distribution of the
Reink voting, common stock and any other remaining assets to
shareholders of Assembly Services.
II. SALE OF ASSETS AND MEMBERSHIP CERTIFICATES
Assembly Services and Reink hereby adopt the plan of reorganization
herein set forth. Seller agrees to sell and Buyer agrees to purchase
all of the assets of the Business of Assembly Services and the
Membership Certificates of Brittany LLC. The assets and membership
certificates to be sold include:
2.1 The equipment, inventory, furniture, fixtures, and supplies
listed on Exhibit 2.1 attached hereto and incorporated
herein by reference.
2.2 The membership certificates of Brittany LLC of which the
sole asset is the real property on which Assembly Services
is located.
2.3 Any other furniture, fixtures and other tangible property
located on the Premises.
2.4 The lease for the Premises located at 0000 Xxxxxxxxxxx Xxxx,
Xxxxxxxxxx, XX 00000.
2.5 Transfer of any other related permits.
2.6 Any customer lists or customer accounts which exist at the
time of closing.
2.7 The trade name Wildan Services.
III. PURCHASE PRICE
3.1 The purchase price for the assets and membership
certificates described in the preceding Section II shall be
paid as follows:
3.1.1 As consideration for the membership certificates, a A
promissory note (the "Note"), made, executed, and delivered
for value by Buyer to current membership certificate holders
of Brittany LLC in the principal sum of two hundred fifty
thousand dollars ($250,000) payable in twelve (12) equal
monthly installments of twenty thousand eight hundred
thirty-three dollars and thirty-three cents ($20,833.33),
the first payment commencing on the earlier of September 30,
1999 or the last day of the first month following the
closing, and payments continuing thereafter on the last day
of each successive month until the Note is paid in full. The
Note shall not bear interest provided all monthly payments
are in accordance with the terms and conditions of said
Note.
3.1.2 For all assets of Assembly Services, Buyer, at its expense,
shall deliver to the shareholders of Assembly Services
shares of the unregistered Common Stock of Buyer (the
"Shares"), payable by Buyer's issuance to the shareholders
of Assembly Services, four hundred seventy-five thousand
(475,000) shares (the "Shares") of Buyer's Common Stock.
When issued, the Shares shall be validly issued, fully paid
and non- assessable. Shareholders of Assembly Services shall
be retaining the shares for their own account and for
investment purposes and not with a view to distribution or
resale, nor with the intention of selling, transferring or
otherwise disposing of all or any part of the Shares except
in compliance with all applicable provisions of the
Securities Act of 1933, as amended (the "Act"), the rules
and regulations promulgated by the Securities and Exchange
Commission ("SEC") thereunder, and applicable state
securities laws. The shares to be issued to the shareholders
of Assembly Services from Buyer are "restricted securities"
as that term is defined under Rule 144 of the Act, and any
sales of the shares made in reliance upon Rule 144 can be
made only in limited amounts in accordance with the terms
and conditions of that Rule and will require an opinion of
counsel satisfactory to Reink and Reink's counsel that
registration is not required under the Act or state
securities laws. The Shares have no
voting restrictions. Additionally, the Shares shall be subject to
a lock-up agreement set forth in Exhibit 3.1.2, which provides
that the Shares shall be locked up as follows: (i) 158,334 shares
until August 31, 2000; (ii) 158,333 shares until August 31, 2001;
and (iii) 158,333 shares until August 31, 2002.
Therefore, pursuant to the lock-up agreement, the certificates
shall bear the following restrictive legend:
(i) The 158,334 Shares to be locked up until August 31, 2000:
(The securities represented by this certificate are subject
to a lock-up agreement and may not be sold, transferred,
assigned, or otherwise disposed of prior to August 31,
2000.)
(ii) The 158,333 Shares to be locked up until August 31, 2001:
(The securities represented by this certificate are subject
to a lock-up agreement and may not be sold, transferred,
assigned, or otherwise disposed of prior to August 31,
2001.)
(iii) The 158,333 Shares to be locked up until August 31, 2002:
(The securities represented by this certificate are subject
to a lock-up agreement and may not be sold, transferred,
assigned, or otherwise disposed of prior to August 31,2002.)
Additionally, each certificate shall contain the following
restrictive legend:
(The shares represented by this certificate have not been
registered under the Securities Act of 1933. The shares may
not be sold, transferred or assigned in the absence of an
effective registration statement for these shares under the
Securities Act of 1933 or an opinion satisfactory to the
Company's counsel that registration is not required under
said Act.)
3.1.2.1 Also, for all assets of Assembly Services, Buyer, at its expense,
shall deliver to the shareholders of Assembly Services in the form of
shares of the unregistered Common Stock of Buyer (the "Additional
Shares"), three hundred twenty five thousand (325,000) Additional
Shares will be issued as follows:
(i) One half (1/2) or (162,500) of the Additional Shares shall
be issued on the first anniversary date of the closing,
provided that the net sales revenues (defined as gross sales
less, including, but not limited to, returns, discounts,
allowances and like type items) for the twelve (12) months
ended July 31, 2000 based on new business generated by the
purchased Assembly Services/Wildan Services business equals
or exceeds $1.5 million. Buyer and Seller acknowledge that
realization of additional revenues equaling or exceeding
$1.5 million is contingent upon funding to be made available
to the purchased Assembly Services/Wildan Services business
by Reink Corp. in
order to set up and maintain the Empty Toner Reclaim Program
as established by Assembly Services/Wildan Services. Buyer
shall be required to make available to Assembly Services/
Wildan Services business funding in the amount of $60,000 on
or before September 15, 1999 and an additional $90,000 on or
before October 15, 1999. Should Buyer fail to provide such
funding on or before the dates and in the amounts indicated
above, the contingent new net sales revenue amount shall be
reduced from $1.5 million to $750,000.
(ii) One half (1/2) or (162,500) of the Additional Shares shall
be issued on the second anniversary date of the closing,
provided the above stated conditions in 3.1.2.1(i) have been
achieved.
(iii) All of the Additional Shares will be subject to a one year
holding period from the date of issuance before any of the
Additional Shares can be transferred.
Buyer intends and shall, at its expense, use its best
efforts to cause the Additional Shares to become Registered
under the Securities Act of 1933, as amended, subsequent to
Closing, as soon as practicable. Additionally, each
certificate shall contain the following restrictive legend:
(The shares represented by this certificate have not been
registered under the Securities Act of 1933. The shares may
not be sold, transferred or assigned in the absence of an
effective registration statement for these shares under the
Securities Act of 1933 or an opinion satisfactory to the
Company's counsel that registration is not required under
said Act.)
3.1.3 Buyer intends and shall, at its expense, use its best efforts to cause
the Shares to become Registered under the Securities Act of 1933, as
amended, subsequent to Closing, as soon as practicable.
(1) In the event the average closing sale price ("Sale Price") of
Reink Corp. Common Stock, as publicly traded on the Nasdaq Small
Cap System or other applicable trading system, is less than $1.00
per share for the ten (10) consecutive trading day period ending
on August 31, 2000, then Buyer shall pay to the Seller cash equal
to the difference between $1.00 per share and the Sale Price
multiplied by 158,333.
(2) In addition, in the event the average closing sale price ("Sale
Price") of Reink Corp. Common Stock, as publicly traded on the
Nasdaq Small Cap System or other applicable trading system, is
less than $1.00 per share for the ten (10) consecutive trading
day period ending on August 31, 2001, then Buyer shall pay to the
Seller cash equal to the difference between $1.00 per share and
the Sale Price multiplied by 158,333.
(3) In addition, in the event the average closing sale price ("Sale
Price") of Reink Corp. Common Stock, as publicly traded on the
Nasdaq Small Cap System or other applicable trading system, is
less than $1.00 per share for the ten (10) consecutive trading
day period ending on August 31, 2002, then Buyer shall pay to the
Seller cash equal to the difference between $1.00 per share and
the Sale Price multiplied by 158,333.
3.2 Reink shall also issue to shareholders of Assembly Services one
hundred thousand (100,000) options, each option representing the right
to purchase one (1) share of the Buyer's Common Stock exercisable at
the lesser of the per share amount as initially granted to officers of
Buyer, inclusive of any repricing, or four dollars ($4.00) per share.
The options shall vest with shareholders of Assembly Services equally
over a two (2) year period commencing one (1) year from the closing
date of this Agreement.
3.3 The Buyer will assume all debt of Seller as reflected in Assembly
Services' March 31, 1999, financial statements, as more specifically
set forth in Exhibit 3.3, the mortgage debt of Brittany LLC and as
incurred in the ordinary course of business as of the date of closing,
provided that the debt of Assembly Services does not exceed one
million two hundred thousand dollars ($1,200,000). Buyer will
indemnify and hold Xxxxxxx and Xxxxxxx Xxxxxxxxx harmless from any and
all sureties, guarantees, assessments or any other claims by creditors
of Seller as outlined in Exhibit 3.3 and including the mortgage debt
of Brittany LLC and as incurred in the ordinary course of business as
of the date of closing. Buyer will also use a duly diligent, good
faith effort to obtain full releases for any sureties, guarantees,
assessments or any other claims by creditors of Seller. Buyer will
also begin to exercise a duly diligent, good faith effort in arranging
for the payment of all non-current federal and state tax obligations
of Assembly Services upon the signing of this Agreement.
3.4 Buyer will forgive Assembly Services' loans to shareholders reflected
in Assembly Services March 31, 1999 financial statement, as more
specifically set forth in Exhibit 3.4.
3.5 The Buyer will enter into employment contracts with Xxxxxxx Xxxxxxxxx
and Xxxxxx Xxxxxxx, under the terms as substantially set forth in
Exhibit 3.5.
IV. PRORATIONS AND ADJUSTMENTS
The following items shall be adjusted in cash at the closing:
4.1 Monthly rent on the Premises.
4.2 Intangible Tax on the equipment and inventory.
4.3 Monthly payments on equipment leases.
4.4 Notwithstanding Section III above:
4.4.1 Within forty-five (45) days of the closing date, Seller shall
determine the Seller's shareholder equity as at the closing date based
upon generally accepted accounting principles ("GAAP") consistently
applied. If the increase in Seller's shareholder equity from December
31, 1998 to the closing date is less than fifty thousand dollars
($50,000) then Buyer's purchase price shall be reduced by one dollar
($1.00) for each and every one dollar ($1.00) of shortfall in the
increase of Seller's shareholders equity less than ($50,000). The
reduction will continue to a maximum of $250,000.
4.4.2 The Buyer shall have the right to reduce the amount of the Note dollar
for dollar in accordance with paragraph 4.4.1, starting with the
earliest payment after determination of Seller's shareholder equity,
but in no event shall the reduction be greater than the face amount of
the Note.
4.4.3 In the event Buyer or Seller disputes the amount of Seller's
shareholder equity, then the disputing party shall request that a
mediator be appointed in accordance with paragraph 12.4.
4.5 Real estate taxes and mortgage payments.
V. CONDITIONS PRECEDENT TO CLOSING
The Seller and Buyer agree to use best efforts to keep proprietary
information confidential, excepting information as may be required by SEC
disclosure rules and regulations, and agree that these pre-closing issues
shall be completed or addressed as follows:
5.1 DUE DILIGENCE
5.1.1 On and after the execution of this Agreement, Seller shall permit the
Buyer and their representatives access during normal business hours to
all of the Seller's books, contracts, commitments, and records for the
purposes of making such investigation as the Buyer, at his sole cost
and expense, may desire respecting the operations of the Seller. The
Buyer agrees to treat as confidential and to advise their
representatives to treat as confidential all non-public information
furnished by the Seller.
5.1.2 Buyer will complete the review of the books and records of Seller and
all Leases within fifteen (15) business days of the receipt of same.
After the expiration of the fifteen (15) business days, Buyer will
have three (3) business days to notify Seller, in writing, of any
issues concerning the books, records or Leases that would prevent
Buyer from timely closing. If, after review of the Business's books,
records and leases, Buyer is not satisfied, then Buyer, at Buyer's
sole discretion, may cancel the agreement.
5.1.3 Seller and Buyer will use their best efforts in the completion of a
post-closing Business Plan for Buyer prior to the date of closing,
said Business Plan to include, but not be limited to, estimates of
projected cash flows and related financing requirements.
5.1.5 Seller shall supply Buyer with the most recent environmental
assessment made with respect to the commercial property held by
Brittany LLC. Should Buyer so decide, Seller shall permit Buyer to
perform or update a Phase I Environmental Audit or comparable evidence
acceptable to Buyer, at Buyer's expense, sufficient to permit Buyer to
make an informed business decision concerning environmental
liabilities of the premises, if any. Assembly Services, Brittany, LLC
and Xxxxxxx Xxxxxxxxx represent, to the best of their knowledge and
belief, that they are not aware of the existence of any hazardous
environmental condition at the commercial property held by Brittany
LLC and that if this statement shall be found to be false, they shall
indemnify and hold Buyer harmless for the costs of removing and
clean-up of such hazardous environmental condition.
5.1.6 Seller will provide Buyer with estoppel letters concerning any leases
along with assumption documents (if appropriate) and any other
confirming letters from suppliers or regulatory authorities necessary
to enable Buyer to complete Buyer's due diligence.
5.1.7 Closing of this transaction will also be conditioned on Buyer
receiving and delivering a true copy to Seller prior to Closing a
document(s) confirming that Buyer has received an equity financing
commitment(s) for at least $2 million (before fees and costs) and debt
financing commitment(s) in the form of an available operating facility
of at least $1.25 million.
VI. CLOSING
This transaction shall be closed on or before the 30th day of September
,1999 (the "Closing Date") at the offices of Xxxxx X. Xxxxxx, P.A., 0000
Xxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxx, Xxxx Xxxxx, Xxxxxxx 00000. The Closing
Date may be extended by mutual agreement of the parties.
6.1
At the closing, Buyer shall deliver to the Seller or shareholders of
Assembly Services or members of Brittany LLC as the case may be:
6.1.1 A Note in an amount to be determined pursuant to paragraph 3.1 to
membership certificate holders of Brittany LLC.
6.1.2 475,000 shares of the Buyer's Common Stock pursuant to paragraph
3.1.2 to shareholders of Assembly Services.
6.1.3 100,000 options for the purchase of shares of the Company's
Common Stock pursuant to paragraph 3.2 to shareholders of
Assembly Services.
6.1.4 Evidence of the cancellation of loans to shareholders pursuant to
paragraph 3.4.
6.1.5 Evidence of executed employment agreements with Xxxxxxx Xxxxxxxxx
and Xxxxxx Xxxxxxx pursuant to paragraph 3.5.
6.1.6 Provide evidence of the assumption of debt pursuant to paragraph
3.3 in a form acceptable to Seller or Seller's counsel. Also, an
agreement to use reasonable efforts to provide indemnification
and release to Xxxxxxx and Xxxxxxx Xxxxxxxxx from sureties,
guarantees, assessments and claims of creditors and arrangement
for the payment of all non- current federal and state tax
obligations of Assembly Services in accordance with paragraph
3.3.
.
6.1.7 A Certificate of Good Standing concerning Buyer's corporate status.
6.1.8 Appropriate corporate resolutions approving the purchase of the
assets.
6.1.9 Appropriate corporate resolutions appointing Xxxxxxx Xxxxxxxxx to
the Board of Directors of Buyer's designate and, further,
appointing Xxxxxxx Xxxxxxxxx as an executive officer of Buyer's
designate and approving his employment agreement as well as the
employment agreement of Xxxxxx Xxxxxxx..
6.2 At the closing, Seller shall deliver to the Buyer:
6.2.1 Assignments of any commercial or equipment leases in a form
approved by the Buyer or Buyer's counsel and any other
instruments appropriate to transfer the assets to be sold
hereunder.
6.2.2 A Xxxx of Sale for the assets as set forth in Section II.
6.2.3 A Certificate of Good Standing concerning Seller's corporate
status.
6.2.4 A lien search and legal opinion acceptable to Buyer's attorneys
that the assets to be sold are free and clear of all liens and
encumbrances, excepting those being assumed by Buyer. Search
shall include a UCC-1 lien search .
6.2.5 An Officer's Certificate acceptable to Buyer's attorneys relative
to the Seller's authority to complete the transaction.
6.2.6 An executed "lock-up" agreement pursuant to paragraph 3.1.2.
6.2.7 Executed non-competition and non-solicitation agreement from
those individuals associated with Seller as more specifically set
forth in Exhibit 6.2.7.
6.2.8 An assignment of all debts set forth on Exhibit 3.3.
6.2.9 All necessary regulatory consents.
6.2.10 All documents necessary to transfer membership certificates
described in Exhibit 2.2, including, but not limited to,
assumption documents, and evidence that real property taxes are
current. Seller shall provide a title search regarding the real
property held by Brittany LLC and a UCC-1 search regarding the
personal property held by Assembly Services.
6.2.11 The Seller represents and warrants that there exists no other
outstanding liabilities as of closing date , except as set forth
in Exhibit 3.3, the mortgage debt of Brittany LLC and as incurred
in the ordinary course of business as of the date of closing.
6.3 Any other document reasonably requested by either party to effectuate
this transaction shall be delivered at the closing.
VII. REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants the following to Seller:
7.1 Buyer has the financial wherewithal to close the transaction and can
fulfill the obligations of the transaction described hereunder.
7.2 The execution, delivery and performance of this Agreement by Buyer is
not in violation of any other agreement or instrument to which the
Buyer is a party or by which the Buyer is bound.
7.3 The foregoing representations and warranties shall be true on the
closing date.
7.4 The shares, when issued, will be validly issued, fully paid,
non-assessable, and contain a restrictive legend as set forth in
Exhibit 3.1.2.
VIII. REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants the following to Buyer:
8.1 Seller, Assembly Services is an organization, duly organized and
validly existing under the laws of the State of New Jersey and is
authorized to do business in the State of New Jersey , and is duly
empowered to enter into this transaction.
8.2 Wildan Services is a trade name registered and recorded in New Jersey
Secretary of State, Division of Commercial Recording, Filed September
8, 1998 .
8.3 Seller, Brittany LLC is a limited liability company, duly organized
and validly existing under the laws of the state of New Jersey.
8.4 The execution, delivery and performance of this Agreement by Seller is
not in violation of any other agreement or instrument to which the
Seller is a party or by which the Seller is bound.
8.5 Seller is the owner of all personal property assets free and clear of
all liens
and encumbrances excepting those indicated in financial disclosures
and by public record to be transferred to Buyer pursuant to this
Agreement.
8.6 The lease for the Premises is in full force and effect and Seller ,
Assembly Services, is in full compliance therewith. (Buyer
acknowledges receipt of a copy of the said Lease).
8.7 No litigation or claims of any nature whatsoever are pending or
threatened against or involving the Business. Seller does not know of
any basis for any such action or claim.
8.8 All sales taxes, tangible and intangible taxes, real estate taxes, and
other taxes which would affect the sale and transfer of assets, due
and payable for the business have been paid through see disclosure
attached .
8.9 The representations and warranties of Seller shall be true as of the
date of closing.
8.10 Seller agrees to indemnify Buyer and hold it harmless from and against
all pre-closing debt of, and employee claims against, the assets , not
herein assumed by Buyer or disclosed to Buyer. In the event that such
a claim arises, Buyer shall promptly notify Seller and the Seller
shall defend, indemnify and hold Buyer harmless. If Seller fails to do
so, and Buyer is forced to retain counsel, then Seller shall also
reimburse and indemnify Buyer for all reasonable attorney fees and
costs.
8.11 Buyer shall not assume nor be responsible for any liability of Seller
except as set forth in this Agreement.
8.12 That all equipment is in working condition as of the date of closing.
IX. CONDUCT OF BUSINESS PRIOR TO CLOSING
Between the date of this Agreement and the Closing Date, Seller shall
operate and maintain the Business in the usual course, and will use his
best efforts to preserve intact the business relationship with suppliers,
customers, distributors and employees. Further, Seller shall take no action
with respect to the business out of the ordinary.
XI. DEFAULT
11.1 SELLER: Seller will be in default if (a) Seller fails to transfer
assets free and clear of all liens or encumbrances, not herein assumed
by Buyer or disclosed to Buyer, or (b) Seller breaches any of the
Seller representations and warranties contained in this Agreement.
11.2 BUYER: Buyer will be in default if any of the following happens: (a)
Buyer fails to notify Seller pursuant to Section V of this Agreement;
(b) Buyer fails to make any payment when due; (c) Buyer breaches any
of the Buyer representations and warranties contained in this
Agreement.
11.3 NOTICE: No party may be held in default under this Agreement unless he
or it has received ten (10) business days written notice from the
other party.
XII. MISCELLANEOUS
12.1 CAPTIONS. The captions of this Agreement are for convenience and
reference only and in no way define, describe, extend or limit the
scope or intent of this Agreement or the intent of any provision in
it.
12.2 INVALIDITY OF PROVISIONS. The unenforceability, for any reason, of any
term, condition, covenant or provision of this Agreement shall neither
limit nor impair the operation, enforceability or validity of any
other terms, conditions, provisions or covenants of the Agreement.
12.3 CONSTRUCTION. This Agreement shall not be construed against either
party regardless of who is responsible for its drafting.
12.4 ARBITRATION. In the event that any dispute arises under this Agreement
which cannot be resolved between the parties, the parties hereto
stipulate and agree to submit such dispute to non-binding pre-suite
mediation. The parties shall select a mediator from the list of
certified Circuit Court mediators maintained by the office of the
Camden County , New Jersey Superior Court and no suit shall be filed
until ten (10) days after the mediator has declared an impasse.
12.5 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey . The parties
agree that any action brought by any party against another party in
connection with any rights or obligations arising out of this
Agreement shall be instituted properly in a federal or state court of
competent jurisdiction with venue only in the New Jersey Superior
Court in and for Camden County, New Jersey or the United States
District Court for the Third Circuit District of New Jersey, Division.
A party to this Agreement named as a Defendant in any action brought
in connection with this Agreement in any court outside of the above
named designated county or district shall have the right to have the
venue of said action changed to the above designated county or
district or, if necessary, have the case dismissed, requiring the
other party to refile such action in an appropriate court in the above
designated county or federal district. If a party is not a resident of
or does not maintain a presence in the above designated state in which
the designated county of venue is situated, then such party hereby
consents to personal jurisdiction of a court of competent subject
matter jurisdiction located in the above-designated state and county
of federal district. The parties acknowledge that this Agreement is
executed in, and that a material portion of each party's obligations
under this Agreement are to be performed in, the above designated
State and county and federal district.
12.6 GOOD FAITH EFFORTS AND FURTHER STEPS. The parties to this Agreement
covenant to use their best efforts in good faith to comply with the
provisions of this Agreement, both before and after execution of this
Agreement or any documents required by this Agreement. In this regard
the parties agree to take such further steps and execute such
documents as are reasonably required by another party.
12.6.1 PRESERVATION OF TAX STATUS OF TRANSACTION. The parties
hereto shall use their best efforts to not voluntarily take
any action after the Closing which would have the effect of
causing the reorganization contemplated by this Agreement
not to qualify as a tax-deferred transaction under Sections
368(a)(1)(C) and 368(a)(2)(C) of the Internal Revenue Code
of 1986, as amended.
12.7 ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement of
the parties and may not be amended or modified except in writing
signed by all parties. All prior understandings and Agreements among
the parties are merged in this Agreement, which alone fully and
completely expresses their understanding. Any prior agreements among
any of the parties to this Agreement concerning the subject hereof are
hereby declared null and void.
12.8 NOTICES. All notices, requests, demands and other communications
hereunder shall be deemed to have been duly given if the same shall be
in writing and shall be delivered personally or sent by registered or
certified mail, postage prepaid and addressed as follows:
If to Buyer:
Xxxxxx Xxxxxx, President
Reink Corp.
00000 Xxxxxxxxx Xxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
With a copy to:
Xxxxx X. Xxxxxx, Esq.
Xxxxx X. Xxxxxx, P.A.
0000 Xxxxxx Xxxx
Xxxxx 000, Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
If to Seller Assembly Services Unlimited, Inc.:
Assembly Services Unlimited, Inc.
0000 Xxxxxxxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
With a copy to:
Xxxx X. Xxxxxxxxxx, Esq.
CAlzaretto & Xxxxx, L.L.C.
000 Xxxxxxxxxx Xxx. & Xx. 00
Xxxxx Xxxxx, XX 00000
12.9 ATTORNEY FEES AND COSTS. In connection with any litigation arising out
of this Agreement, the prevailing Party shall be entitled to recover
all costs incurred including attorney's fees for services rendered in
connection with any enforcement or breach of contract, including
appellate proceedings and post judgment proceedings. In connection
with any legal fees for the transaction herein contemplated, Buyer and
Seller will each pay their own legal fees and costs.
12.10 SUCCESSORS. This Agreement shall be binding on and inure to the
benefit of the parties and their respective successors, assigns and
personal representatives.
12.11 The parties acknowledge and agree that the transactions contemplated
herein involves significant legal and tax consequences, and that they
have been advised to seek independent professional legal and tax
advice to carefully analyze the consequences, risks and merits of this
transaction.
12.12 The parties acknowledge that each has been represented and advised by
separate counsel and have signed this document of his, her or its own
volition.
12.13 This Agreement may be signed in counterparts, but all such
counterparts shall be considered as a single document.
12.14 BROKER'S FEES . All parties represent and warrant to the others that
no finder, broker or similar agent has participated on behalf of or
been retained by any of them in connection with the transaction
contemplated herein and agree to indemnify and hold the other parties
harmless from and against any and all commissions, fees, expenses or
other compensation which any person or entity, claiming by, through or
under such indemnifying party may be entitled, or claims to be
entitled, to receive in connection with this Agreement or consummation
of the transactions contemplated herein.
IN WITNESS WHEREOF, the parties hereunto executed this agreement as of
the date set forth below.
SELLER: ASSEMBLY SERVICES UNLIMITED, INC.
/S/ XXXX XXXXXXXXXX, ESQ. BY: /S/ XXXXXXX X. XXXXXXXXX
---------------------------------------------------- -------------------------
Witness
ITS: PRESIDENT
----------------------------------------------------- ----------
Witness
SELLER: BRITTANY, LLC
/S/ XXXX XXXXXXXXXX, ESQ. BY: /S/ XXXXXXX X. XXXXXXXXX
-------------------------------------------------- ---------------------
WITNESS /S/ XXXXXXX XXXXXXXXX
---------------------
ITS: MEMBERS
----------------------------------------------------- ---------
Witness
BUYER: REINK CORP.
BY: /S/ XXXXXX XXXXXX
----------------------------------------------------- ------------------
Xxxxxx Xxxxxx, President
ITS: PRESIDENT
----------------------------------------------------- ----------
Witness
