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PATENT PURCHASE AGREEMENT
THIS PATENT PURCHASE AGREEMENT (this "Agreement") is entered into
as of this 24th day of October, 1995 (the "Effective Date"), by and between
PCT HOLDINGS, INC., a Washington corporation ("PCTH"), SEISMIC SAFETY
PRODUCTS, INC., a Washington corporation (the "Subsidiary"), and XXXXX X.
XxXXXX ("XxXxxx"), of Glendale, California, and XXXXXXX X. XXXXXXXXX, of
Quezon City, Philippines, ("Xxxxxxxxx"), in their individual capacities.
McGill and Xxxxxxxxx are together referred to as the "Sellers."
RECITALS
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WHEREAS, McGill and Xxxxxxxxx jointly hold one United States
Letter Patent, U.S. Patent No. 5,409,031, granted on April 25, 1995, one
United States Patent Application, U.S. Patent Application No. 08/403,098,
filed on March 13, 1995, and one International Patent Application,
International Application No. PCT/US95/04830, filed on April 24, 1995
(collectively, the "Patents"); and
WHEREAS, the Sellers are the holders of certain Intellectual
Property, including but not limited to licenses, royalties, trademarks and
trade names, copyrights, trade secrets, know-how, proprietary information,
inventions, developments, innovations or techniques relating to the Patents
or products developed thereunder (the "Related Intellectual Property"); and
WHEREAS, PCTH has offered to cause the Subsidiary to purchase
from the Sellers their respective interests in the Patents and the Related
Intellectual Property (including but not limited to the right to xxx for
past infringements), so as to acquire full and unencumbered title and
interest in the Patents and Related Intellectual Property, as set forth in
the attached disclosure (the "Disclosure Schedule"), for an aggregate
consideration of $400,000 and otherwise upon the terms and subject to the
conditions hereinafter set forth; and
WHEREAS, the Sellers desire to sell to the Subsidiary all of the
Patents and Related Intellectual Property, based upon the terms and subject
to the conditions hereinafter set forth; and
WHEREAS, to induce PCTH to enter into this Agreement the Sellers
have agreed to enter into a noncompetition agreement and to grant other
rights to PCTH and the Subsidiary;
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties
hereto covenant and agree as follows:
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AGREEMENT
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1. PURCHASE AND SALE.
-----------------
1.1 Agreement to Sell and Purchase. Upon the basis of the
representations and warranties, for the consideration, and subject to the
terms and conditions set forth in this Agreement, the Sellers hereby agree
to sell, transfer, assign and convey, and the Subsidiary hereby agrees to
purchase, the Patents and the Related Intellectual Property, including but
not limited to the right to xxx for all past infringements, free and clear
of all liens, encumbrances and rights of others.
1.2 Purchase Price. The total purchase price for the Patents and
Related Intellectual Property (the "Purchase Price") shall be $400,000,
$370,000 of which shall be paid to Xxxxxxxxx and $30,000 of which shall be
paid to McGill, as provided in Section 1.3 hereof.
1.3 Payment of Purchase Price. The Purchase Price shall be payable to
the Sellers by the Subsidiary or PCTH as follows:
(a) $185,000 to be paid by wire transfer to Xxxxxxxxx at the
Closing hereof and $15,000 to be paid by wire transfer or company check to
McGill at the Closing hereof; and
(b) $185,000 to be paid by wire transfer to Xxxxxxxxx on the
first anniversary of the Closing hereof (the "Second Payment Date") and
$15,000 to be paid by wire transfer or company check to McGill on the
Second Payment Date.
1.4 Transfer Documents. Provided that all conditions precedent have
been fulfilled or waived, the Sellers shall deliver to the Subsidiary, upon
payment of the $200,000 due on the Closing Date (as defined in Section
1.5), patent assignments and such other instruments of transfer (in form
and substance satisfactory to PCTH and the Subsidiary) as may be necessary
to transfer to the Subsidiary all of the right, title and interest of each
of the Sellers in and to the Patents and Related Intellectual Property,
free and clear of any liens, claims or encumbrances of any kind.
1.5 Closing. The closing of the transaction contemplated in this
Agreement (the "Closing") shall take place on November 30, 1995 (the
"Closing Date") at the offices of Stoel Rives, 3600 One Union Square,
Seattle, Washington, or at such other time and place as the parties may
agree.
2. TERMINATION.
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2.1 Right to Terminate. Notwithstanding anything to the contrary in
this Agreement, this Agreement may be terminated and the transactions
contemplated herein abandoned at any time prior to the Closing:
(a) Mutual Consent. By mutual consent of PCTH and the Sellers.
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(b) Delay. By either PCTH or the Sellers, if the Closing shall
not have occurred by December 31, 1995; provided, however, that the right
to terminate this Agreement under this Section 2.1(b) shall not be
available to any party whose failure to fulfill any obligation under this
Agreement has been the cause of, or resulted in, the failure of the Closing
to occur on or before such date.
(c) Breach by PCTH. By Sellers, if PCTH breaches any of PCTH's
representations and warranties in any material respect or fails to comply
in any material respect with any of its agreements contained here.
(d) Breach by Sellers. By PCTH, if either of the Sellers breaches
any of his representations and warranties in any material respect or fails
to comply in any material respect with any of his agreements contained
herein.
2.2 Obligations to Cease. If this Agreement is terminated pursuant to
Section 2.1, all obligations of the parties to this Agreement shall
terminate and there shall be no liability of any party hereto to any other
party except (i) as set forth in Sections 6.4 and 8.6 and (ii) that nothing
herein will relieve any party from liability for any willful breach of this
Agreement.
3. REPRESENTATIONS AND WARRANTIES OF THE SELLERS.
---------------------------------------------
The Sellers jointly and severally represent and warrant to PCTH and
the Subsidiary that:
3.1 Due Authorization. The Sellers each have full power and authority
to execute and deliver this Agreement and to perform and to carry out their
obligations under this Agreement. This Agreement has been duly and validly
executed and delivered by the Sellers and is binding upon and enforceable
against them in accordance with its terms, except as such enforcement may
be limited by equitable principles or by applicable bankruptcy, insolvency,
reorganization or other laws affecting creditors' rights generally. The
execution and delivery of this Agreement (as well as all instruments,
agreements, certificates, or other documents contemplated hereby) by the
Sellers, or either of them, and the performance of their obligations
thereunder, will not (a) violate any federal, state, county, or local law,
rule, or regulation or any applicable decree or judgment of any court or
governmental authority or (b) violate or conflict with, or permit the
cancellation of, or constitute a default under, any agreement to which
either of the Sellers is a party or by which either of them or their
property is bound.
3.2 Title to Patents and Related Intellectual Property. The Patents
and Related Intellectual Property constitute all of the intellectual
property subject to this Agreement (the "Intellectual Property"). Except as
otherwise provided in the Disclosure Schedule, McGill and Xxxxxxxxx have
good and marketable legal and equitable title to all of the Intellectual
Property, including without limitation the exclusive right to bring actions
for infringement thereof, free and clear of all security interests, liens,
encumbrances, claims or rights of any kind, except as described on the
Disclosure Schedule. The Sellers each individually own an undivided,
one-half interest and jointly own unencumbered legal and equitable title to
U.S. Patent No. 5,409,031 and U.S. Patent Application No. 08/403,098 and
International Patent
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Application No. PCT/US95/04830. Except as described on the Disclosure
Schedule, the Sellers have not licensed to others, or agreed to license,
any of the Intellectual Property, or entered into any contracts with
respect thereto.
3.3 No Infringement. There has been no assertion or claim that any
manufacture, use or sale of any product by any third party infringes any of
the claims of the Patents, and neither of the Sellers believes or has any
reason to believe that any manufacture, use or sale of any product by any
third party infringes any of the claims of the Patents. There has been no
assertion or claim that any other duplication or use by any third party
infringes or violates any Related Intellectual Property rights, and neither
of the Sellers believes or has any reason to believe that any duplication
or use by any third party infringes or violates the Related Intellectual
Property. There is no claim, dispute, action, proceeding or lawsuit
asserting infringement of the rights of any third party by the products and
methodologies claimed in the Patents or by any Related Intellectual
Property, no threat of such action, and no basis exists for any such
action.
3.4 Validity of Patents. All materials and information of which
disclosure to the United States Patent and Trademark Office is required
pursuant to United States Patent Law and Regulations during the prosecution
of the Patents have been submitted thereto. There has been no
misrepresentation and, to the best knowledge and belief of the Sellers,
there is no information or prior art reference that would render the
Patents invalid or raise material questions regarding their validity.
3.5 Consents and Approvals. No consent, approval or authorization of,
or filing or registration with, any court, regulatory authority,
governmental body, or any other third party is required for the
consummation of the transaction contemplated in this Agreement.
3.6 Brokers. Neither Seller has entered into any arrangement with any
broker, finder or investment banker or will incur a fee or any liability
for any brokerage or investment banking fee, commission, or finder's fee in
connection with the transactions contemplated in this Agreement.
3.7 Reliance. The Sellers recognize and agree that, notwithstanding
any investigation by PCTH, PCTH is relying upon the representations and
warranties made by the Sellers in this Agreement.
4. REPRESENTATIONS AND WARRANTIES OF PCTH AND THE SUBSIDIARY.
---------------------------------------------------------
PCTH and represents and warrants to the Sellers as follows:
4.1 Due Organization. PCTH is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Washington
and has full corporate power and authority to enter into and perform its
obligations under this Agreement. The Subsidiary is a corporation duly
organized, validly existing, and in good standing under the laws of the
State of Washington and has full corporate power and authority to perform
its obligations under this Agreement.
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4.2 Due Authorization. PCTH and the Subsidiary each have full
corporate power and authority to execute and deliver this Agreement and to
perform and carry out their obligations under this Agreement. The execution
and delivery of this Agreement and performance of PCTH's obligations and
the obligations of the Subsidiary contemplated hereby have been duly and
validly authorized by all necessary corporate action of PCTH and the
Subsidiary. This Agreement has been duly and validly executed and delivered
by PCTH and the Subsidiary and constitutes the valid and binding obligation
of PCTH and the Subsidiary, enforceable against them in accordance with its
terms, except as such enforcement may be limited by equitable principles or
by applicable bankruptcy, insolvency, reorganization or other laws
affecting creditors' rights generally. The execution and delivery of this
Agreement (as well as all instruments, agreements, certificates or other
documents contemplated hereby) by PCTH and the Subsidiary, and their
performance of their obligations thereunder, will not (a) violate any
federal, state, county, or local law, rule, or regulation or any decree or
judgment of any court or governmental authority applicable to PCTH or the
Subsidiary or their property or (b) violate or conflict with, or permit the
cancellation of, or constitute a default under, any agreement to which PCTH
or the Subsidiary is a party or by which they or their property is bound.
5. INDEMNIFICATION.
---------------
5.1 Indemnification. The Sellers jointly and severally agree to
indemnify and hold harmless PCTH and the Subsidiary, and any of the
affiliates, officers, directors, employees, successors, assigns or agents
of PCTH and the Subsidiary, from and against any losses, damages,
liabilities, costs and expenses, including without limitation any
attorneys' fees, technical expert fees and any other expenditures for
defense, and damages and settlement disbursements that may be incurred as a
result of any claim, dispute, proceeding or lawsuit out of or related to
any breach of, misrepresentation or inaccuracy in, or intentional or
reckless omission from, any representation or warranty made by McGill or
Xxxxxxxxx in this Agreement or related agreements or documents.
5.2 Indemnification Procedures.
(a) Claim Notice. In the event that an indemnified person
reasonably determines that it is entitled to indemnification pursuant to
Section 5.1, the indemnified person shall provide written notice to the
Sellers, specifying in reasonable detail the nature and estimated amount of
the claim.
(b) Third-Party Claims. If the claim specified in the claim
notice relates to a third-party claim, the Sellers shall have 15 days after
their receipt of the claim notice to notify the indemnified person whether
the Sellers agree that the claim is subject to indemnification pursuant to
this Section 5 and whether the Sellers elect to defend such third-party
claim at their own expense. If the claim relates to a third-party claim
that the Sellers elect to defend, the indemnified person shall reasonably
cooperate with such defense. The indemnified person shall, however, be
entitled to participate in the defense or settlement of such a third-party
claim through its own counsel and at its own expense and shall be entitled
to approve or disapprove any proposed settlement that would impose a duty
or obligation on the indemnified person. If the Sellers do not timely elect
to defend a third-party claim, or
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if the Sellers fail to conduct such defense with reasonable diligence, the
indemnified party may conduct the defense of, or settle, such claim at the
risk and expense of the Sellers.
(c) Claims Other Than Third-Party Claims. If the claim does not
relate to a third-party claim, the Sellers shall have 30 days after receipt
of the claim notice to notify the indemnified party in writing whether the
Sellers accept liability for all or any part of the claim and the method
and timing of any proposed payment. If the Sellers do not so notify the
indemnified party, the Sellers shall be deemed to have accepted liability
for all damages described in the claim notice.
5.3 Set-Off During First Year. Notwithstanding anything to the
contrary in Section 5.2, in the event that PCTH or the Subsidiary
reasonably determines at any time prior to the Second Payment Date that
PCTH or the Subsidiary is entitled to indemnification pursuant to Section
5.1, PCTH shall be entitled to pay the amount of any such claim to an
escrow agent instead of to the Sellers as part of the $200,000 payment due
on the Second Payment Date. In the event that PCTH pays any such disputed
amount to an escrow agent and the parties are not able to mutually resolve
the dispute within 10 business days after the Second Payment Date, the
parties shall submit the dispute to arbitration. Arbitration under this
section shall be conducted in accordance with the commercial arbitration
rules of the American Arbitration Association, in King County, Washington,
by one attorney arbitrator selected by mutual agreement, or by three
arbitrators if the parties are unable to agree on a single arbitrator
within 20 days of the first demand for arbitration. All arbitrators are to
be selected from a panel provided by the American Arbitration Association.
The arbitrators shall have the authority to permit discovery, to the extent
deemed appropriate by the arbitrators, upon request of a party. The
arbitrators shall have no power or authority to add to or detract from the
agreements of the parties. The cost of the arbitration shall be borne
equally pending the arbitrator's award. The arbitrators shall have no
authority to award punitive or consequential damages. The resulting
arbitration award may be enforced by all lawful remedies, including without
limitation injunctive or other equitable relief obtained in any applicable
court located in King County, Washington.
6. OTHER AGREEMENTS.
----------------
6.1 Noncompetition Covenant. Both McGill and Xxxxxxxxx agree that, for
five years following the Closing Date, they will not directly or indirectly
engage in or perform any services to, or provide individuals to perform
such services to, whether on an employment, a consulting or an advisory
basis, or own, manage, operate, control, be employed by, participate in or
be connected in any manner with the ownership, management, operation or
control of, any business or undertaking that competes with any business of
PCTH or the Subsidiary or any affiliate thereof in an area of technology
that is related to earthquake gas shutoff apparatus that are activated by
seismic activity, this area of technology specifically excluding, without
limitation, technology related to leak-detecting shutoff systems,
electro-magnetic actuators, earthquake alarms and P wave alarms.
6.2 Right of First Refusal. For five years following the Closing Date,
PCTH and the Subsidiary shall have the right of first refusal to purchase
any technology, product, prototype or concept ("Subsequent Technology")
related to the subject matter claimed in the Patents which McGill or
Xxxxxxxxx develop, which right may be exercised on an exclusive
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basis within three months after PCTH or the Subsidiary receives written notice
from McGill or Xxxxxxxxx of the existence of the Subsequent Technology. The
terms of any such exercise shall be agreed upon by PCTH or the Subsidiary
and either or both of McGill and/or Xxxxxxxxx (individually if one has
rights to the Subsequent Technology and the other does not, or together if
they have joint rights). Prior to and during the three-month exclusive
period, neither of the Sellers will entertain offers from any third party
for the Subsequent Technology. PCTH and the Subsidiary shall have the
further right, after expiration of any such three-month exclusive period,
to match any other offer made for the Subsequent Technology, within one
month of receiving notice of such offer, by giving written notice of its
intention to match such offer. The Sellers agree to notify PCTH and the
Subsidiary promptly upon determining that any Subsequent Technology is
available and to notify PCTH and the Subsidiary promptly in the event that
any offer for Subsequent Technology is received from a third party. If no
terms are agreed upon by PCTH or the Subsidiary and McGill and/or
Xxxxxxxxx, or no matching offer is made by PCTH or the Subsidiary within
the applicable time periods, McGill and/or Xxxxxxxxx will be free to
manufacture, market, sell, distribute, license or otherwise dispose of the
Subsequent Technology at their discretion and notwithstanding any other
provisions of this Agreement. In the event that a person other than McGill
or Xxxxxxxxx has rights to Subsequent Technology because such person is a
co-inventor or co-developer thereof, the Sellers will use their best
efforts to provide to PCTH and the Subsidiary the rights described in this
Section with respect to such person's interest.
6.3 Further Assurances. Both of the Sellers agree that, from time to
time and after execution of this Agreement, they will, upon the request of
PCTH or the Subsidiary and without further consideration, take all steps
reasonably necessary to place the Subsidiary in possession of full record
and actual title to the Patents and Related Intellectual Property and full
operating control of all rights to make, use and sell the products
embodying the Patents and Related Intellectual Property, and each of them
will do or have done, execute or have executed, and deliver or have
delivered, all further acts, assignments, powers of attorney, and
acknowledgements or assurances as reasonably required to assign to and vest
in the Subsidiary all of the respective rights, titles, and interests of
the Sellers in the Patents and Related Intellectual Property Rights.
6.4 Confidentiality. The terms and conditions of this Agreement and
all information and materials, including all financial statements and
business information, know-how, techniques and other proprietary materials
and intellectual property used in the conduct of the respective businesses
of the parties hereto as now conducted or as proposed to be conducted, that
have been divulged or provided during the negotiation of this Agreement are
the confidential information of the party owning such information and
materials (the "Confidential Information"). Unless the owner of the
relevant Confidential Information consents in writing to the contrary, no
Confidential Information shall be divulged, except on a need to know basis
to directors, officers or key employees involved in the transactions
contemplated hereby and such third party consultants as need the
Confidential Information for tax, accounting, or similar purposes, or as
required by applicable law; provided that this obligation will not apply to
PCTH or the Subsidiary after the Closing Date.
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6.5 Disclosure. Any press release or public disclosure regarding the
execution of this Agreement or the terms hereof will be made at the sole
discretion of PCTH or the Subsidiary.
6.6 Maintenance After Closing. PCTH and the Subsidiary shall be
responsible for all costs, services and fees involved with prosecution,
allowance, registration and maintenance of the Patents and Related
Intellectual Property that arise after Closing.
6.7 Performance of Subsidiary Obligations. Subject to the consummation
of the Closing, PCTH agrees to carry out the obligations of the Subsidiary
in the event that the Subsidiary fails to carry out any of its obligations
to Sellers under this Agreement, including any obligations pursuant to
Sections 1.2 or 1.3, above.
7. CONDITIONS PRECEDENT TO CLOSING.
-------------------------------
7.1 Conditions Precedent to the Obligations of PCTH and the
Subsidiary. The obligations of PCTH and the Subsidiary to close the
transaction contemplated in this Agreement are subject to the fulfillment,
at or prior to Closing, of the following conditions (unless waived in
writing by PCTH):
(a) Representations and Warranties. The representations and
warranties of the Sellers contained herein shall be true and correct in all
material respects as of Closing as if made at Closing;
(b) License Agreement. The License Agreement between the Sellers
and Seismic Safety Products, Inc., dated April 24, 1995, shall have been
terminated, and thereby rendered null and void in its entirety; and
(c) Noncompetition Agreements. Noncompetition agreements shall
have been procured from any person, in addition to the Sellers, who has
been involved in the design or development of any product, prototype or
concept claimed in or derived from the patents, on terms substantially
similar to the provisions of Section 6.1.
(d) Closing Documents. The Sellers shall have executed and
delivered to PCTH and the Subsidiary all documents required to be delivered
by the Sellers pursuant to this Agreement, in form reasonably satisfactory
to PCTH and its counsel.
7.2 Conditions Precedent to the Obligations of the Sellers. The
obligations of the Sellers to close the transaction contemplated in this
Agreement are subject to the fulfillment, at or prior to Closing, of the
following conditions (unless waived in writing by the Sellers):
(a) Representation and Warranties. The representations and
warranties of PCTH and the Subsidiary contained herein shall be true and
correct in all material respects as of Closing as if made at Closing; and
(b) Purchase Price. PCTH shall have delivered the first half of
the Purchase Price.
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7.3 Condition Precedent to the Obligations of All Parties. The
obligations of all parties to close the transaction contemplated in this
Agreement are subject to the closing, prior to or simultaneously with the
Closing, of the purchase by PCTH or the Subsidiary of substantially all of
the assets of Seismic Safety Products, Inc., a Florida corporation.
8. MISCELLANEOUS.
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8.1 Waiver or Modification of Agreement. No modification or waiver of
any provision of this Agreement, nor any consent to any departure by either
party herefrom, shall in any event be effective unless the same shall be in
writing and signed by the party against which enforcement of such
modification or waiver is sought, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for
which given.
8.2 Amendment of Agreement. This Agreement may be amended with respect
to any provision contained herein by a written instrument duly executed on
behalf of each party hereto.
8.3 Notices. All notices and other communications hereunder shall be
in writing and shall be deemed to have been duly given when personally
delivered, or three days after deposited in the United States mail,
first-class, postage prepaid, or by facsimile addressed to the respective
parties hereto as follows:
If to PCTH or the Subsidiary:
----------------------------
PCT Holdings, Inc.
000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attn.: Xxxxxx X. Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
and
c/o Cashmere Manufacturing, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxx Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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with a copy to:
Xxxxxx X. Xxxxxxx, Esq.
Stoel Rives
00xx Xxxxx, Xxx Xxxxx Xxxxxx
000 Xxxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to McGill, or Xxxxxxxxx:
--------------------------
c/o Exclusive Products, Inc.
000 Xxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxx X. XxXxxx
Telephone: ______________________
Facsimile: ______________________
with a copy to:
Xxxx Xxxxxxxx
Wenderoth, Lind & Ponack
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
or to such other address as to any party hereto as such party
shall designate by like notice to the other parties hereto.
8.4 Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original but all of which
counterparts collectively shall constitute one instrument, and in making
proof of this Agreement, it shall never be necessary to produce or account
for more than one such counterpart.
8.5 Survival of Representations and Warranties. The representations
and warranties of the parties contained in this Agreement shall survive the
Closing.
8.6 Expenses. Each of the parties hereto will bear all costs, charges
and expenses incurred by such party in connection with this Agreement and
the consummation of the transactions contemplated herein.
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8.7 Binding Effect; Assignment. This Agreement shall be binding upon
and inure to the benefit of PCTH, the Subsidiary, McGill, Fernandez, and
their representatives, successors, and permitted assigns, in accordance
with the terms hereof. PCTH and the Subsidiary agree that any sale,
transfer, assignment or conveyance of the Patents and Related Intellectual
Property to another party shall be made expressly subject to the terms,
conditions and provisions of this Agreement.
8.8 Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto and supersedes all prior agreements,
representations, warranties, statements, promises, information,
arrangements and understandings, whether oral or written, express or
implied, with respect to the subject matter hereof.
8.9 Governing Law. This Agreement and its validity, construction,
enforcement, and interpretation shall be governed by the substantive laws
of the State of Washington.
8.10 Attorneys' Fees. If suit, action or appeal is filed by any party
to enforce the provisions of this Agreement, the prevailing party shall be
entitled to recover reasonable attorneys' fees and expenses.
8.11 Invalid Provisions. If any provision of this Agreement is deemed
or held to be illegal, invalid or unenforceable, this Agreement shall be
considered divisible and inoperative as to such provision to the extent it
is deemed to be illegal, invalid or unenforceable, and in all other
respects this Agreement shall remain in full force and effect; provided,
however, that if any provision of this Agreement is deemed or held to be
illegal, invalid or unenforceable there shall be added hereto automatically
a provision as similar as possible to such illegal, invalid or
unenforceable provision and be legal, valid and enforceable. Further,
should any provision contained in this Agreement ever be reformed or
rewritten by any judicial body of competent jurisdiction, such provision as
so reformed or rewritten shall be binding upon all parties hereto.
8.12 Remedies Cumulative. The remedies of the parties under this
Agreement are cumulative and shall not exclude any other remedies to which
any party may be lawfully entitled.
8.13 Waiver. No failure or delay on the part of any party in
exercising any right, power, or privilege hereunder or under any of the
documents delivered in connection with this Agreement shall operate as a
waiver of such right, power, or privilege, nor shall any single or partial
exercise of any such right, power, or privilege preclude any other or
further exercise thereof or the exercise of any other right, power, or
privilege.
8.14 Headings. The descriptive section headings are for convenience of
reference only and shall not control or affect the meaning or construction
of any provision of this Agreement.
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IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
duly executed as of the date and year first above written.
PCTH:
PCT HOLDINGS, INC., a Washington
corporation
By /s/ XXXXXX X. XXXXXX
-------------------------------------
Title President
SUBSIDIARY:
SEISMIC SAFETY PRODUCTS, INC., a
Washington corporation
By /s/ XXXXXX X. XXXXXX
-------------------------------------
Title Executive Vice President
SELLERS:
/s/ XXXXX X. XxXXXX
---------------------------------------
XXXXX X. XxXXXX
/s/ XXXXX XxXXXX
---------------------------------------
ATTORNEY-IN-FACT FOR XXXXXXX X.
XXXXXXXXX
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DISCLOSURE SCHEDULE
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Encumbrances; Licenses
----------------------
The Patents are subject to a License Agreement dated April 24, 1995,
pursuant to which the Patents are licensed to Seismic Safety Products,
Inc., a Florida corporation.
