Contract
Exhibit
99.15
This
Stock Purchase Agreement (this "Agreement") is entered into as of April 6,
2007
between:
XXXXXXXXX
INC.,
a
corporation incorporated under the Canada Business Corporations Act
("Seller");
SRB
CR LIMITADA,
a
corporation organized under the laws of the Republic of Costa Rica
("Buyer");
Xxxx
Xxxxxx, an individual residing in the Republic of Costa Rica
("Xxxxxx"); and
Xxxxxxxx
Xxxxxx, an individual residing in the Republic of Costa Rica
("Xxxxxx");
WHEREAS
the Seller owns 10 shares having a par value of 1,000 colonnes each (the
"Gironte Shares") of the common stock of Gironte, S.A., a
corporation organized under the laws of the Republic of Costa Rica (the
"Company"), representing all of the issued and outstanding
shares in the capital of the Company;
AND
WHEREAS Xxxxxx and Xxxxxx own all of the issued and outstanding shares in
the
capital of the Buyer;
AND
WHEREAS the Seller wishes to sell and the Buyer wishes to purchase all Gironte
Shares, subject to the terms and conditions of this Agreement;
NOW
THEREFORE, the parties hereto agree as follows:
ARTICLE
1
DEFINITIONS
For
the
purposes of this Agreement, the following terms shall have the following
meanings:
"Balance
of the Purchase Price" has the meaning set forth in Section
2.3(c).
"Business
Day" means a day (other than Saturday or Sunday) on which banks are
generally open in Toronto, Ontario and San Xxxx, Costa Rica for ordinary
business.
"Closing"
has the meaning set forth in Section 8.1.
"Closing
Date" means May 30, 2007 or such other date as the parties may mutually
agree.
"Deposit"
has the meaning set forth in Section 2.3(a).
"ELR"
means Editorial Xx Xxxxx, X.X., a corporation organized under the laws of
the
Republic of Costa Rica.
"Escrow
Agent" means a Costa Rican subsidiary of a Canadian chartered bank
satisfactory to both parties, acting reasonably, acting as escrow agent at
its
main branch in San Xxxx, Costa Rica or such other entity or location as the
parties may from time to time agree;
"Escrow
Agreement" means an escrow agreement in form acceptable to the Buyer
and the Seller, acting reasonably, pursuant to which the Escrow Agent will
act
as escrow agent hereunder;
"Gironte
Shares" has the meaning set forth in the recitals to this
Agreement.
"law"
means all laws, statutes, ordinances, rules, regulations, decisions and orders
of any governmental authority, including any nation, state or other political
subdivision of any nation or state.
"person"
means and includes an individual, a partnership, a joint venture, a corporation,
a limited liability company, a limited liability partnership, a trust, an
unincorporated organization or a government or any department or agency
thereof.
"Purchase
Price" has the meaning set forth in Section 2.2.
"Transfer"
has the meaning set forth in Section 2.1.
ARTICLE
1
PURCHASE
AND SALE OF SHARES
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2.1
|
Purchase
and Sale of
Shares.
|
Upon
the
terms and subject to the conditions set forth herein, on the Closing Date,
the
Seller shall sell and deliver to the Buyer, and the Buyer shall purchase
from
the Seller, all Gironte Shares (the "Transfer").
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2.2
|
Purchase
Price.
|
The
aggregate consideration payable by the Buyer to the Seller for the purchase
of
the Gironte Shares pursuant to Section 2.1 shall be US$2,000,000 (the
"Purchase Price").
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2.3
|
Payment
of Purchase Price.
|
The
Purchase Price shall be payable by the Buyer as follows:
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(a)
|
By
April 20, 2007, US$700,000 (the "Deposit") shall be paid
by bank draft or certified cheque in immediately available U.S.
dollar
funds to the Escrow Agent to be held by the Escrow Agent pursuant
to the
terms of the Escrow Agreement as a non-refundable deposit by the
Buyer, to
be forfeited by the Buyer to the Seller in the event that this
Agreement
is terminated for any reason other than termination by the Buyer
pursuant
to Section 9.1(a);
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|
(b)
|
On
Closing, the Escrow Agent shall pay the Deposit to the Seller by
bank
draft or certified cheque in immediately available U.S. dollar
funds
pursuant to the provisions of the Escrow Agreement;
and
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|
(c)
|
US$1,300,000
(the "Balance of the Purchase Price") shall be paid to
the Seller at Closing, in accordance with Section
8.3(b)(i).
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|
2.4
|
Return
of Deposit.
|
If
the
Escrow Agent is required pursuant to Section 2.3(a) to return the
Deposit to the Buyer, it shall do so by bank draft or certified cheque in
immediately available U.S. dollar funds no later than five Business Days
following the termination of this Agreement.
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2.5
|
Interest
on Deposit
|
The
Escrow Agent shall pay any interest earned on the Deposit to the party who
receives the Deposit pursuant to the provisions of this Agreement.
ARTICLE 3
REPRESENTATIONS
AND WARRANTIES OF BUYER, XXXXXX AND XXXXXX
Each
of
the Buyer, Xxxxxx and Xxxxxx makes the following representations and warranties
for the benefit of the Seller (and each of them acknowledges that the Seller
is
relying on such representations and warranties), each of which is true and
correct on the date hereof:
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3.1
|
Organization
and Corporate
Power.
|
The
Buyer is incorporated, validly existing and in good standing under the laws
of
the Republic of Costa Rica. The Buyer has the requisite corporate capacity
and
power to execute, deliver and perform its obligations under this
Agreement.
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3.2
|
Authorization;
Validity.
|
The
execution, delivery and performance by the Buyer of this Agreement have been
duly authorized by all requisite corporate action on the part of the
Buyer. This Agreement has been duly executed and delivered by the
Buyer, Xxxxxx and Xxxxxx and constitutes the legal, valid and binding obligation
of the Buyer, Xxxxxx and Xxxxxx enforceable against the Buyer, Xxxxxx and
Xxxxxx
in accordance with its terms.
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3.3
|
No
Conflict.
|
The
execution, delivery and performance by the Buyer, Xxxxxx and Xxxxxx of this
Agreement and the consummation of the transactions contemplated hereby will
not
(i) in the case of the Buyer, violate, conflict with or result in a breach
of
any provisions of the charter documents of the Buyer or any resolution adopted
by the board of directors or shareholders of the Buyer, (ii) violate any
law or
regulation applicable to the Buyer, Xxxxxx or Xxxxxx or any order of any
court
or governmental authority having jurisdiction over the Buyer, Xxxxxx or Xxxxxx,
or (iii) violate or conflict with, or constitute (with due notice or lapse
of
time or both) a default under, any material agreement or instrument to which
the
Buyer, Xxxxxx or Xxxxxx is a party or by which he, she or it is
bound.
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3.4
|
Consents
and Approvals.
|
No
registration or filing with, or consent or approval of or other action by,
any
governmental agency or instrumentality or any other person is or will be
necessary for the valid execution, delivery and performance by the Buyer,
Xxxxxx
or Xxxxxx of this Agreement and the consummation of the Transfer.
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3.5
|
Financial
Statements.
|
To
the
best of the knowledge, information and belief of each of the Buyer, Xxxxxx
and
Xxxxxx, the unaudited balance sheet of ELR as at September 30, 2006 and the
related unaudited statement of income and returned earnings for the year
then
ended and the unaudited balance sheet of ELR as at January 31, 2007 and the
related unaudited statement of income and retained earnings for the four
month
period then ended, in the form delivered by the Buyer to the Seller, fairly
present the financial condition of ELR as of the respective dates thereof
and
the results of its operations for the respective periods covered
thereby.
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3.6
|
Survival.
|
These
representations and warranties in Article 3 shall survive the Closing and
continue in full force and effect for a period of two (2) years following
the
Closing Date.
ARTICLE 4
REPRESENTATIONS
AND WARRANTIES OF THE SELLER
The
Seller makes the following representations and warranties for the benefit
of the
Buyer, Xxxxxx and Xxxxxx (and the Seller acknowledges that each of them is
relying on such representations and warranties), each of which is true and
correct on the date hereof:
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4.1
|
Organization
and Corporate Power.
|
The
Seller is incorporated, validly existing and in good standing under the laws
of
Canada. The Seller has the requisite corporate capacity and power to
execute, deliver and perform its obligations under this Agreement.
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4.2
|
Authorization;
Validity.
|
The
execution, delivery and performance by the Seller of this Agreement have
been
duly authorized by all requisite corporate action on the part of the
Seller. This Agreement has been duly executed and delivered by the
Seller and constitutes the legal, valid and binding obligation of the Seller,
enforceable against the Seller in accordance with its terms.
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4.3
|
No
Conflict.
|
The
execution, delivery and performance by the Seller of this Agreement and the
consummation of the transactions contemplated hereby will not (i) violate,
conflict with or result in a breach of any provisions of the charter documents
of the Seller or any resolution adopted by the board of directors or
shareholders of the Seller, (ii) violate any law or regulation applicable
to the
Seller, or any order of any court or governmental authority having jurisdiction
over the Seller, or (iii) violate or conflict with, or constitute (with due
notice or lapse of time or both) a default under, any material agreement
or
instrument to which the Seller is a party or by which it is bound.
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4.4
|
Consents
and Approvals.
|
No
registration or filing with, or consent or approval of or other action by,
any
governmental agency or instrumentality or any other person is or will be
necessary for the valid execution, delivery and performance by the Seller
of
this Agreement and the consummation of the Transfer.
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4.5
|
Capital
Stock
|
The
Gironte Shares represent all of the issued and outstanding shares of capital
stock of the Company, and the Seller has good and marketable title to the
Gironte Shares, free and clear of any claims or encumbrances. The
Seller is the sole beneficial owner of the Gironte Shares and has not granted
(nor caused the Company to grant) any rights, options, rights of conversion
or
warrants to any person to acquire any shares of the capital stock of the
Company.
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4.6
|
Survival.
|
These
representations and warranties in Article 4 shall survive the Closing and
continue in full force and effect for a period of two (2) years following
the
Closing Date.
ARTICLE 5
ADDITIONAL
COVENANTS
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5.1
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Auditors
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At
the
expense of ELR, the Buyer, Xxxxxx and Xxxxxx shall cause ELR: (i) to engage
Xxxxx Xxxxxxxx as soon as possible to complete (A) an audit of ELR's financial
statements for the year ended September 30, 2006 and (B) a review of ELR's
financial statements for the six months ended March 31, 2007; (ii) to
provide the Seller and the Seller's auditors with open access to Xxxxx Xxxxxxxx
during the course of such audit and review; and (iii) to provide the results
of
such audit and review, as well as a copy of both, to the Seller and the Seller's
auditors as soon as available. The Buyer, Xxxxxx and Xxxxxx shall co-operate
fully with Xxxxx Xxxxxxxx and provide (and cause ELR to provide) all relevant
information reasonably requested by Xxxxx Xxxxxxxx.
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5.2
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Forgiveness
of Indebtedness
|
The
Seller agrees that, immediately prior to Closing (but conditional on the
Closing
occurring), the Seller will forgive the Company and ELR for all indebtedness
owed by either the Company or ELR to the Seller.
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5.3
|
Further
Assurances.
|
From
time
to time from the date hereof until the Closing Date, as and when requested
by
either party hereto, the requested party shall use reasonable efforts to
execute
and deliver, or cause to be executed and delivered, all such documents and
instruments and shall take, or cause to be taken, all such further or other
actions as such other party may reasonably deem necessary to consummate the
transactions contemplated by this Agreement.
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5.4
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Transfer
Taxes.
|
All
stamp, documentary, recording, transfer and sales and use taxes incurred
in
connection with this Agreement and the transactions contemplated hereby shall
be
borne by the Buyer, and the Buyer at its own expense shall file, to the extent
required by applicable law, all necessary tax returns and other documentation
with respect to all such transfer or sales and use taxes.
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5.5
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Notice
of Changes.
|
Prior
to
the Closing, each party will promptly advise the other party in writing with
respect to any matter arising after execution of this Agreement of which
that
party obtains knowledge and which, if existing or occurring at the date of this
Agreement, would cause or constitute a breach of any of the representations
and
warranties set forth in this Agreement.
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5.6
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Operation
of ELR's Business in Ordinary
Course.
|
Each
of
the Buyer, Xxxxxx and Xxxxxx agrees to run the business of ELR in the ordinary
course from the date hereof until Closing, and agrees that, without the prior
written consent of the Seller, ELR shall not enter into any transactions
with
the Buyer, Xxxxxx or Xxxxxx or any of their respective affiliates during
the
period from the date hereof until Closing, other than (i) payments in
ordinary course to Xxxxxx and Engels as officers and employees of ELR and
(ii) payments to the Buyer in respect of the printing press used by ELR
and paid for by the Buyer, any such payments per month not to exceed the
amount
per month indicated as being so paid on the January 31, 2007 financial
statements provided to the Seller.
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5.7
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Absence
of Unusual Transactions by the
Company
|
The
Seller shall not at any time after the Company's corporate records were
delivered to the Seller's Costa Rican counsel and prior to Closing have caused
the Company to do or resolve to do any act or thing or enter into any agreement,
other than (i) the replacement of the directors and officers of the Company
with
the Seller's nominees (which has already been done) or (ii) in respect of
which
the prior written consent of Xxxxxx and Xxxxxx has been obtained by the
Seller.
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5.8
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Mutual
Releases
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On
Closing, the Seller (on behalf of itself and each of its subsidiaries (other
than Sun-Times Media Group, Inc. and its subsidiaries)) will fully release
the
Buyer, ELR, Xxxxxx and Xxxxxx from all claims any of them may have against
each
of the Buyer, ELR, Xxxxxx and Xxxxxx, except in respect of breaches of this
Agreement. On Closing, each of the Buyer, ELR, Xxxxxx and Xxxxxx will
release the Seller (and its affiliates (other than Sun-Times Media Group,
Inc.
and its subsidiaries)) and their respective officers, directors and employees
from all claims the Buyer, ELR, Xxxxxx and Xxxxxx may have against any of
them,
except in respect of breaches of this Agreement.
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5.9
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No
Intent to Sell
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Each
of
the Buyer, Xxxxxx and Xxxxxx agrees that (i) he, she or it has no current
intention to sell ELR or any substantial part of its business or assets to
another person and (ii) if any such sale occurs within 12 months of Closing
for
any reason other than the death or permanent disability of Xxxxxx or Xxxxxx,
he,
she and it will cause to be paid to the Seller cash in an amount equal to
50% of
the amount by which the value of the aggregate consideration received on
any
such sale exceeds US$2 million.
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5.10
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Reasonable
Efforts.
|
Subject
to the terms and conditions hereof, each of the Seller, the Buyer, Xxxxxx
and
Xxxxxx shall cooperate and use its, his or her reasonable efforts to take,
or
cause to be taken, all actions and to do, or cause to be done, all things
necessary, proper or advisable to consummate and make effective the transactions
contemplated by this Agreement and to cause the conditions to each other's
obligation to consummate the transactions contemplated hereby as set forth
in
Article 6 and Article 7 to be satisfied.
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5.11
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Access
to Corporate Records.
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Until
the
Closing Date, the Seller shall give to the Buyer and its professional advisers
and representatives full access to the minute books, share certificate books
and
other corporate records of the Company which the Seller has in its
possession.
ARTICLE 6
CONDITIONS
PRECEDENT TO BUYER'S OBLIGATIONS
The
obligations of the Buyer under this Agreement shall be subject to the
satisfaction (or waiver by the Buyer), at or before the Closing, of each
of the
following conditions:
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6.1
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Representations
and Warranties.
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The
representations and warranties of the Seller contained in Article 4 shall
be true and correct in all material respects as of the Closing Date as though
such representations and warranties were made at and as of the Closing Date,
and
the Buyer shall have received at the Closing a certificate, dated the Closing
Date signed on behalf of the Seller by an authorized representative of the
Seller, to such effect.
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6.2
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Performance.
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The
Seller shall have performed and complied, in
all material aspects, with all agreements and covenants required
hereby to be performed or complied with by it at or prior to the Closing
(including the delivery of the delivery items listed in Section 8.3(a)) and
the
Buyer shall have received at the Closing a certificate of the Seller, dated
the
Closing Date signed by an authorized representative of the Seller, to such
effect.
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6.3
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Litigation
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No
material claim, action, suit, litigation, arbitration, investigation or
proceedings at law or equity or before any court or governmental body, arising
out of or as a result of facts or circumstances or acts or omissions on the
part
of the Seller or any of its affiliates existing or arising prior to Closing,
shall be pending or threatened which would restrict or prohibit the purchase
and
sale of the Gironte Shares or any part thereof as contemplated
herein.
ARTICLE 7
CONDITIONS
PRECEDENT TO SELLER'S OBLIGATIONS
The
obligations of the Seller under this Agreement shall be subject to the
satisfaction (or waiver by the Seller), at or before the Closing, of each
of the
following conditions:
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7.1
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Representations
and Warranties.
|
The
representations and warranties of the Buyer, Xxxxxx and Xxxxxx contained
in
Article 3 shall be true and correct in all material respects as of the
Closing Date as though such representations and warranties were made at and
as
of the Closing Date, and the Seller shall have received at the Closing a
certificate, dated the Closing Date signed on behalf of the Buyer by an
authorized representative of the Buyer and by Xxxxxx and Xxxxxx, to such
effect.
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7.2
|
Performance.
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The
Buyer, Xxxxxx and Xxxxxx shall have performed and complied, in all material
respects, with all agreements and covenants required hereby to be performed
or
complied with by it, him or her on or prior to the Closing (including the
delivery of the delivery items listed in Section 8.3(b)), and Seller shall
have
received at the Closing a certificate, dated the Closing Date signed on behalf
of the Buyer by an authorized representative of the Buyer and by Xxxxxx and
Xxxxxx, to such effect.
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7.3
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Litigation
|
No
material claim, action, suit, litigation, arbitration, investigation or
proceedings at law or equity or before any court or governmental body, arising
out of or as a result of facts or circumstances or acts or omissions on the
part
of the Seller or any of its affiliates existing or arising prior to Closing,
shall be pending or threatened which would restrict or prohibit the purchase
and
sale of the Gironte Shares or any part thereof as contemplated
herein.
ARTICLE 8
CLOSING
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8.1
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Time
and Place.
|
Subject
to the provisions of Articles 6 and 7 and unless otherwise agreed to by the
parties, the closing of the Transfer (the "Closing") shall take
place at the offices of the Buyer's counsel in San Xxxx, Costa Rica on the
Closing Date.
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8.2
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Payments.
|
At
the
Closing, upon the terms and subject to the conditions set forth herein, the
Escrow Agent and the Buyer shall pay the Purchase Price by bank draft or
certified cheque of immediately available U.S. dollar funds.
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8.3
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Deliveries.
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(a)
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Seller's
Delivery. At Closing, the Seller shall deliver to the
Buyer:
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(i)
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a
duly executed instrument of transfer in favour of the Buyer of
all Gironte
Shares, in Spanish and governed by the laws of the Republic of
Costa Rica
in a form that is acceptable to each of the Buyer and the Seller,
acting
reasonably;
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(ii)
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all
minute books, share certificate books and corporate records pertaining
to
the Company which are in the Seller's
possession;
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(iii)
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resignations
from all nominees of the Seller who are directors or officers of
the
Company effective as of the Closing
Date;
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(iv)
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the
share certificate representing the Gironte
Shares;
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(v)
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the
release referred to in Section 5.8;
and
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(vi)
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the
certificates relating to representations and warranties and the
performance of obligations referred to in Sections 6.1 and
6.2.
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(b)
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Buyer's
Deliveries. At Closing, the Buyer shall deliver to the
Seller:
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(i)
|
a
certified cheque, bank draft or wire transfer of immediately available
U.S. dollar funds in the amount of the Balance of the Purchase
Price;
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(ii)
|
the
certificates relating to representations and warranties and the
performance of obligations referred to in Sections 7.1 and 7.2;
and
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(iii)
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the
release referred to in Section 5.8.
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(c)
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Other
Closing Transactions. Each of the parties shall take such
other actions required hereby to be performed by it prior to or
on the
Closing Date, including without limitation satisfying the conditions
set
forth in Articles 6 and 7.
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(d)
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Additional
Documents. Each party shall execute and deliver to the
other party all documents which the other party reasonably determines
are
necessary to consummate the transactions contemplated hereby.
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ARTICLE 9
TERMINATION
AND ABANDONMENT
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9.1
|
Methods
of Termination.
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This
Agreement may be terminated and the transactions herein contemplated may
be
abandoned:
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(a)
|
by
the Buyer on May 30, 2007 if (i) any of the conditions provided
for in
Article 6 shall not have been satisfied or waived in writing by the
Buyer prior to such date and the Buyer shall not be in breach of
its
obligations hereunder; or (ii) the Seller is unable to lawfully
complete
any of the transactions contemplated by this Agreement for any
reason
whatsoever; or
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(b)
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by
the Seller on May 30, 2007 if any of the conditions provided for
in
Article 7 shall not have been satisfied or waived in writing by the
Seller prior to such date and the Seller shall not be in breach
of its
obligations hereunder.
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9.2
|
Procedure
Upon Termination and
Consequences.
|
The
Buyer
or the Seller, as the case may be, may terminate this Agreement when permitted
pursuant to Section 9.1 by delivering written notice of such termination,
and
such termination shall be effective upon delivery of such notice in accordance
with Section 11.3. If this Agreement is terminated as provided herein, no party hereto shall
have any
liability or further obligation to the other party, except with respect to
(i)
the confidentiality provisions hereof, which shall survive the termination
of
this Agreement and (ii) such remedies which a party may have by reason of
any
breach of this Agreement by another party prior to the date of such
termination.
ARTICLE 10
INDEMNIFICATION
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10.1
|
Obligations.
|
The
Seller and the Buyer agree to indemnify and hold harmless each other and
each
other’s directors, officers, employees, agents, representatives, affiliates and
permitted assigns and the directors, officers, employees, agents and
representatives of each such affiliate and assign (each, an “Indemnified
Party”) from and against any and all losses based upon or arising from
any inaccuracy in any of the representations and warranties made by the Seller
or the Buyer, as the case may be, in or pursuant to this Agreement or any
breach
of the covenants made by the Seller or the Buyer, as the case may be, in
or
pursuant to this Agreement (each, an "Indemnifiable
Loss").
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10.2
|
Procedure.
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|
(a)
|
Notice
of Claims. Any Indemnified Party seeking
indemnification from the other party (the “Indemnifying
Party”) of any Indemnifiable Loss or potential Indemnifiable
Loss
pursuant to this Agreement shall give written notice to the Indemnifying
Party. If such Indemnifiable Loss relates to a claim asserted
by a third party, such written notice shall be given by the Indemnified
Party promptly after its receipt of an assertion of liability from
the
third party; provided, however, that no failure to provide such
notice
shall relieve the Indemnifying Party of any liability hereunder
except to
the extent that Indemnifying Party is materially prejudiced
thereby.
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(b)
|
Defence. The
Indemnifying Party may, at its option, control the defence of an
claim
related to an Indemnifiable Loss asserted by a third
party. Notwithstanding the foregoing, the Indemnified Party
shall have the right to retain counsel of its choice at its own
expense
and participate in the defence of such claim. If the
Indemnifying Party does not assume such defence within 30 days
after being
notified by the Indemnified Party or the Indemnifying Party notifies
the
Indemnified Party within such 30 days that it will not assume such
defence, the Indemnified Party may control the defence of such
claim and
may settle the claim on behalf of and for the account and risk
of the
Indemnifying Party, who shall be bound by the result. In all
cases, the party without the right to control the defence of the
Indemnified Claim may participate in the defence at its own
expense.
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10.3
|
Limitations
on Indemnification.
|
All
Indemnifiable Losses shall be computed net of (i) any tax benefit resulting
therefrom to the Indemnified Party and (ii) any amounts recovered from any
third
parties based on claims the Indemnified Party has against such third parties
which would reduce the Indemnifiable Losses that would otherwise be
sustained.
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10.4
|
Remedies
Exclusive.
|
The
remedies provided for in this Article 10 shall constitute the sole and
exclusive remedy for any claims arising after the Closing made for breach
of
this Agreement or otherwise in connection with the transactions contemplated
by
this Agreement, except for claims against either party based upon fraud or
wilful misconduct.
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10.5
|
Mitigation.
|
Nothing
in this Agreement shall be deemed to relieve any party from any duty under
applicable law to mitigate any loss or damage incurred by it as a result
of any
breach by the other party of any representations, warranties or covenants
in or
pursuant to this Agreement.
ARTICLE 11
MISCELLANEOUS
|
11.1
|
Amendment.
|
This
Agreement may be amended only by written agreement between the Seller and
the
Buyer.
|
11.2
|
Waiver.
|
The
rights of each of the parties hereunder shall not be capable of being waived
or
varied otherwise than by an express waiver or variation in
writing. Failure to exercise or any delay in exercising any of such
rights also shall not operate as a waiver or variation of that or any other
such
right. Defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such
right. No act or course of conduct or negotiation on the part of
either party shall in any way preclude such party from exercising any such
right
or constitute a suspension or any variation of any such right.
|
11.3
|
Notice.
|
All
notices and other communications required or permitted to be given under
this
Agreement shall be in writing and may be given by any of the following methods:
(a) personal delivery, (b) facsimile transmission, or (c) international courier
service. Notices shall be sent to the other party at its address or
facsimile number given below (or at such other address or facsimile number
for
such party as shall be specified by notice given hereunder).
If
to the
Seller, to:
Xxxxxxxxx
Inc.
(prior
to May 1, 2007)
00
Xxxxxxx Xxxxxx,
Xxxxxxx,
XX X0X 0X0
Fax: 000-000-0000
(May
1, 2007 and after)
000
Xxxxxxxx Xxxxxx Xxxx,
Xxxxx
000
Xxxxxxx,
XX X0X 0X0
Fax: 000-000-0000
If
to the
Buyer, to:
x/x
xx
xxxxxxxxx
xxxx
0000-0000
San
Xxxx,
Costa Rica
(for
courier, etc)
La
Republica
Barrio
Tournon
a
lado de
hotel Radisson
San
Xxxx,
Costa Rica
Fax
No.: 000-000-000-0000
All
such
notices and communications shall be deemed received upon (i) actual receipt
thereof by the addressee, (ii) actual delivery thereof to the appropriate
address or (iii) in the case of a facsimile transmission, transmission thereof
by the sender and issuance by the transmitting machine of a confirmation
slip
that the number of pages constituting the notice have been transmitted without
error.
|
11.4
|
Binding
Nature;
Assignment.
|
This
Agreement shall be binding upon and enure to the benefit of the parties hereto
and their respective heirs, executors, other personal representatives,
successors and permitted assigns. No party may assign this Agreement
or any of the rights, interests or obligations hereunder to another person
without the prior written consent of the other parties, provided,
however, that notwithstanding any such assignment by a party, the
assigning party shall remain jointly liable with its assignee in respect
of such
party's obligations hereunder.
|
11.5
|
Entire
Agreement.
|
This
Agreement embodies the entire agreement and understanding of the parties
hereto
in respect of the subject matter contained herein. This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter and supersedes any letters, memoranda or other
documents or communications, whether oral, written or electronic, submitted
or
made by any party or its agents or representatives.
|
11.6
|
Expenses.
|
Each
party will pay its own expenses in connection with the negotiation of this
Agreement, the performance of its obligations hereunder, and the consummation
of
the transactions contemplated herein.
|
11.7
|
Governing
Law.
|
This
Agreement shall be construed and enforced in accordance with the laws of
the
Province of Ontario and the laws of Canada applicable therein. The courts of the Province
of Ontario
shall have the exclusive jurisdiction to hear all disputes arising in connection
with this Agreement and each of the parties hereto attorns to the jurisdiction
of such courts.
|
11.8
|
Construction.
|
All
terms
defined herein have the meanings assigned to them herein for all
purposes. "Include", "includes" and "including" shall be deemed to be
followed by "without limitation" whether or not they are in fact followed
by
such words or words of like import. "Writing", "written" and
comparable terms refer to printing, typing, lithography and other means of
reproducing words in a visible form. Any instrument or law defined or
referred to herein means such instrument or law as from time to time amended,
modified or supplemented, including (in the case of instruments) by waiver
or
consent and (in the case of any law) by succession of comparable successor
laws
and includes (in the case of instruments) references to all attachments thereto
and instruments incorporated therein. References to a person are,
unless the context otherwise requires, also to its successors and
assigns. References to the singular include, unless the context
otherwise requires, references to the plural and vice versa.
[Signature
page
follows]
IN
WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed on the day and year first
above
written.
|
XXXXXXXXX
INC.
|
|||||
|
by
|
/s/
G. Xxxxxx Xxxxxxxx
|
||||
|
G.
Xxxxxx Xxxxxxxx
|
|||||
|
Director
|
|||||
|
SRB
CR LIMITADA
|
|||||
|
by
|
/s/
Xxxxxxxx Xxxxxx
|
||||
|
Xxxxxxxx
Xxxxxx
|
|||||
|
Director
|
|||||
|
/s/
Xxxx Xxxxxx
|
|||||
|
Xxxx
Xxxxxx
|
|||||
|
Director
|
|||||
|
SIGNED,
SEALED & DELIVERED
in
the presence of:
/s/
X. XxXxxxxx
|
}
}
}
}
}
|
/s/
Xxxx Xxxxxx
|
(seal)
|
|
|
Witness
|
Xxxx
Xxxxxx
|
|||
|
SIGNED,
SEALED & DELIVERED
in
the presence of:
/s/
X. XxXxxxxx
|
}
}
}
}
}
|
/s/
Xxxxxxxx Xxxxxx
|
(seal)
|
|
|
Witness
|
Xxxxxxxx
Xxxxxx
|
|||
