EXHIBIT 2.5
RESCISSION OF ASSET PURCHASE AGREEMENT
RESCISSION OF ASSET PURCHASE AGREEMENT, dated as of December 13, 2005 (the
"Original Agreement") between Advanced Safety Management Ltd. ("ASM), Xxxxx
Xxxxxxxx ("Xxxxxxxx") and Securac Inc. ("Securac") (collectively, the
"parties").
WITNESSETH
WHEREAS the parties have entered into the Original Agreement as of the
13th day of December, 2005 (the "Original Closing Date") pursuant to which
Securac purchased all of the property and assets used in connection with or
otherwise relating to the business of ASM and Xxxxxxxx;
AND WHEREAS the parties, by mutual consent, have agreed to rescind the
terms and conditions of the Original Agreement on the terms set out herein;
AND WHEREAS the parties wish to be restored to the status quo ante and the
relative positions that they would have occupied had no contract been made.
NOW THEREFORE in consideration of these recitals, the Original Agreement
is hereby rescinded and abrogated. This Rescission shall be effective on April
30, 2006 or as soon thereafter as practicable, as follows:
1. RETURN OF PROPERTY. Each of the parties to this Rescission agrees to
return any stock certificates or any other tangible or intangible personal
property that was exchanged pursuant to the negotiations over the Original
Agreement and the terms and conditions thereunder, and to take whatever
steps are necessary to return the stock certificates or other property to
the transferor. Securac hereby acknowledges that such stock certificates
have not been issued as of the date of this Rescission, and shall cancel
and recall any direction to their transfer agent contemporaneously with
the execution of this Rescission.
2. ACCUMULATED LOSS. ASM shall pay to Securac the sum of $55,067.86, which is
the accumulated loss to date from the Original Closing Date of the
operations of the ASM division, contemporaneously with the execution of
this Rescission.
3. MUTUAL RELEASE. Each of the parties, for and on behalf of themselves, and
their respective officers, directors, employees, managers, affiliates,
insurers, attorneys, successors, representatives, contractors, agents, and
assigns hereby fully, irrevocably, and unconditionally forever mutually
release and discharge each of the other parties hereto, and all of their
respective officers, directors, employees, managers, affiliates, insurers,
agents, attorneys, representatives, contractors, successors, and assigns,
and each of them, from and against any and all actions, causes of action,
claims, judgments, liabilities, obligations, claims for compensation,
demands, costs, fees, and expenses of whatever kind or nature, including,
without limitation, attorneys' fees and costs, whether known or unknown,
foreseen or unforeseen, related in any way, directly or indirectly, to the
Original Agreement. Notwithstanding any other provision of this
Rescission, the releases contained herein shall not limit, affect, or
apply to any of the parties' obligations under this Rescission.
4. MUTUAL CONTRIBUTION. This Rescission has been drafted on the basis of
mutual contribution of language and is not to be construed against any
parties hereto as being the drafter or causing the same to be drafted.
5. FURTHER ASSURANCES. The parties agree to cooperate with one another with
respect to the completion of the transactions contemplated by this
Rescission and to take such reasonable actions and execute such other
documents as the other party may reasonably require to carry out the
intent of this Rescission.
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6. COVENANT OF NON-DISPARAGEMENT. The parties hereby covenant and agree that
each shall not make, at any time or place, any disparaging remarks,
verbally or in writing, concerning any of the parties' actions or
perceived omissions, regarding any matter connected with the Original
Agreement or otherwise take any action that would disparage or cast doubt
upon the business acumen or judgment of any other party. Each party
understands and acknowledges that each other party's business and
reputation are of special, unique, and extraordinary character, which
gives them a particular value, the loss of which cannot reasonably be
compensated in damages in an action at law. Accordingly, each party
further agrees that in addition to any other rights or remedies that any
other party may possess at law, any aggrieved party shall be entitled to
injunctive and other equitable relief in order to prevent or remedy a
breach of the provisions of this Section 6 by any other party hereto.
7. NO ASSIGNMENT. The parties to this Rescission represent and warrant that
they or their affiliated persons or entities have not assigned or
transferred any claims or any interest therein or authorized any other
person or entity to assert any claim or claims on its or their behalf with
respect to the subject matter of this Rescission.
8. COMPREHENSIVE NATURE OF RESCISSION. The parties to this Rescission
understand and expressly agree that this Rescission is completely
comprehensive, and extends to all claims of every nature and kind
whatsoever arising out of any matter related to the Original Agreement,
known or unknown, foreseen or unforeseen, suspected or unsuspected,
including, but not limited to, any and all claims under Alberta or British
Columbia or other province's statutes, common law, or case law, or federal
law, and any other claim of any type whatsoever.
9. GOVERNING LAW, VENUE, AND JURISDICTION. This Rescission and the legal
relations between the parties shall be governed by and construed in
accordance with the laws of the Province of Alberta, except insofar as the
internal law of any other jurisdiction shall specifically and mandatorily
apply to any of the transactions contemplated thereby. The parties hereby
agree that all litigation resulting under this Rescission shall be under
the sole and exclusive jurisdiction of the Province of Alberta, and the
parties hereby submit to exclusive jurisdiction and venue thereunder.
10. COUNTERPARTS AND FACSIMILE EXECUTION. This Rescission may be executed in
two (2) or more counterparts and via facsimile transmission, each of which
shall be deemed an original, but all of which together shall constitute
one in the same instrument. If the Agreement is executed via facsimile
transmission the party so executing the Agreement shall forward an
original executed document to the other parties as soon as possible.
11. BINDING EFFECT. This Rescission and all provisions herein shall be binding
on and inure to the benefit and detriment of the parties and their
respective legal representatives, successors and assigns.
12. ENTIRE AGREEMENT; MODIFICATION. This written Agreement represents and
contains the entire understanding between the parties hereto in connection
with the subject matter of this Rescission. This Rescission shall not be
altered or varied except in writing duly executed by the parties hereto
affected. There are no other agreements, restrictions, promises,
warranties, covenants, or undertakings, other than those expressly set
forth or referred to herein. This Agreement supersedes all prior
agreements and understandings between the parties with respect to the
subject matter.
13. REPRESENTATION. The parties to this Rescission represent that they have
carefully read this Rescission and particularly its provisions that this
is a mutual full and complete release of all claims, that it has been
fully explained to each party by competent counsel of each party's own
independent selection, that each party fully understands its final and
binding effect, that each party needs no further time to consider this
Rescission, that the only promises made to induce each party to sign this
Rescission are those stated hereinabove, and that each party is signing
this Rescission voluntarily and with the full intent that this is a full
and final settlement and mutual release of all claims with covenant of
non-disparagement.
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14. ATTORNEYS' FEES. The prevailing party in any proceeding brought to
interpret or enforce the provisions of this Rescission, or for damages for
any alleged breach, shall be entitled to an award of reasonable attorneys'
fees and costs incurred at both the trial and appellate levels incurred in
enforcing its, her or his rights hereunder.
15. REPRESENTATION OF AUTHORITY. Each individual executing this Rescission on
behalf of himself, herself, or limited liability company, corporation, or
other legal entity represents and warrants that he or she has all
requisite right, power, and authority to do so and to bind such person or
entity to each and all of the terms hereof.
16. SEVERABILITY. If any provision of this Rescission is invalid or
unenforceable, the balance of this Rescission shall remain in effect.
ADVANCED SAFETY MANAGEMENT LTD. SECURAC INC.
Per:/s/ Xxxxx Xxxxxxxx Per: /s/ Xxxx Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxxx Name: Xxxx Xxxxx Xxxxxxx
Title: President Title: Chief Financial Officer
Date: Date:
SIGNED, SEALED & DELIVERED on
the ________________ day of
___________________, 2006 in the
presence of /s/ Xxxxx Xxxxxxxx
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XXXXX XXXXXXXX
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Witness signature
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Name (Please print)
