Exhibit 10.17
ASSET PURCHASE AGREEMENT BY AND AMONG
JUDGE TECHNICAL SERVICES, INC.,
THE JUDGE GROUP, INC.,
TECH STARS, INC. AND
XXXXX XXXX AND XXXXX XXXX
THIS ASSET PURCHASE AGREEMENT is dated as of October 12, 1998
by and among TECH STARS, INC. a Tennessee corporation (the "Seller"), XXXXX XXXX
and XXXXX XXXX (collectively, the "Shareholders'"), JUDGE TECHNICAL SERVICES,
INC., a Pennsylvania corporation (the "Buyer"), and THE JUDGE GROUP, INC., a
Pennsylvania corporation ("TJG").
BACKGROUND
The parties hereto desire to provide for the acquisition by
Buyer of certain assets of Seller relating to, used, or held for use in its
permanent and contract placement businesses (the "Business"), but excluding
certain other assets and liabilities, all on the terms and conditions set forth
in this Agreement.
NOW, THEREFORE, in consideration of the premises and the
mutual representations, warranties, covenants and agreements herein contained,
the parties hereto, intending to be legally bound, agree as follows:
SECTION 1. ACQUISITION OF ASSETS.
1.1 Purchased Assets. Subject to the terms and conditions of this Agreement, at
the Closing, Seller shall, and Shareholders' shall cause Seller to, sell,
convey, assign, transfer and deliver to Buyer, and Buyer agrees to purchase,
accept and acquire from Seller, all of Seller's right, title and interest in and
to all of the tangible and intangible properties and assets owned or held by
Seller and relating to or used or held for use in connection with the Business,
free and clear of all liens Liens (as defined herein), except as set forth in
the Disclosure Statement pursuant to Section 4.3 hereof, including, without
limitation, the following assets owned or held by Seller and each of the assets
listed or required to be listed on the Disclosure Statement pursuant to Section
4.12 hereof, but excluding the Excluded Assets (as herein defined) (the
"Purchased Assets"):
(a) Cash;
(b) Accounts Receivable;
(c) All supplies, machinery, furniture, equipment and other personal
property, including those items set forth on Schedule 1.1(c) hereto;
(d) All inventions, whether or not patented, know-how, domestic and
foreign letters patent, patent applications, patent licenses, software licenses
and know-how licenses (including but not limited to the name "Tech Stars"),
trade secrets (including but not limited to all results of research and
development), trade names, trademarks, service-marks, copyrights, trademark
registrations and applications, service xxxx registrations and applications,
copyright registrations and applications and rights-to-use (collectively
"Intellectual Property") as set forth on Schedule 1.1(d) hereto;
(e) All right, title and interest in, to and under all purchase orders,
sales agreements, equipment leases, distribution agreements, licensing
agreements and other contracts, agreements and commitments of Seller
("Contracts") identified on Schedule 1.1(e);
(f) Copies of all books and records predominantly relating to the
Business or the Purchased Assets (including such books and records as are
contained in computerized storage media), including all inventory, purchasing,
accounting, sales, export, import, manufacturing, marketing, banking and
shipping records and all files, contractor, consultant, customer/client and
supplier lists, records, literature and correspondence, and marketing materials;
(g) The leases (the "Leases") related to the facilities at 0000 Xxxx
Xxx Xxxxxx, Xxxxx 000-X, Xxxxxxxxx, Xxxxxxxxx and 0000 Xxxxxxxx Xxxx, Xxxxx 000,
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 (the "Facilities");
(h) Any other assets of Seller's Business including those set forth on
Schedule 1.1(h) which are of a nature not customarily reflected in the books and
records of a business, such as assets which have been written off for accounting
purposes but which are still used by or of value to Seller with respect to the
Business;
(i) All Authorizations (as defined in Section 4.4(b)) associated with
the Seller's Business and its operations; (j) All intangible assets and goodwill
associated with the Seller's Business and its operations; and (k) Any other
assets of Seller which are located at the Facilities and are associated with the
Seller's Business. .
1.2 Excluded Assets. Notwithstanding anything to the contrary in Section 1.1 of
this Agreement, Seller shall, and hereby does, retain the following rights,
properties and assets which shall not be included in the Purchased Assets (the
"Excluded Assets"):
(a) All employee records (excluding employment and non-competition
agreements);
(b) Seller' Employee Benefit Plan(s) (as defined below) and all
obligations related thereto;
(c) Seller' tax returns and records;
(d) Seller's interest in insurance policies of Seller and proceeds
thereof and rights thereunder;
(e) Claims of Seller for federal state, local and foreign tax refunds
and, tax loss carry forward benefits accruing prior to the Closing Date; and
(f) All corporate books and records of Seller, including all corporate
seals of Seller.
1.3 Liabilities to be Assumed by Buyer. Subject to the terms and conditions of
this Agreement, at the Closing, Buyer shall assume and thereafter in due course
pay and fully satisfy all liabilities, obligations and related expenses arising
after the Effective Date pursuant to the terms of the Contracts and the Leases
as well as all accrued compensation, accrued expenses and trade payables
incurred in the ordinary course of business consistent with past practice and
recorded on Sellers' books as of the Effective Date (the "Assumed Liabilities")
Except as otherwise specifically provided for in this Section 1.3,
Buyer shall not assume, or in any way be liable or responsible for, any
liabilities, obligations or debts of Seller of any type or nature, including,
without limitation, liabilities arising under any contracts not identified on
Schedule 1.1(e), any liabilities arising under any Employee Benefit Plan
maintained by Seller or any ERISA Affiliate (as defined below) of Seller, any
liabilities arising under any Employee Benefit Plan to which Seller or any ERISA
Affiliate is or has been obligated to contribute, any medical, life, disability
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insurance liabilities, any xxxxxxx compensation claims, any local, state,
federal, payroll or other tax liabilities, liabilities relating to claims for
damages based upon the breach by Seller of any federal, state or local
environmental or occupational health and safety laws or regulations, liabilities
related to products liability, tort claims or other litigation, any undisclosed
liabilities, liabilities incurred for the costs and expenses of negotiating and
consummating the transactions contemplated by this Agreement, liabilities
incurred in connection with the termination of any of the Contracts to be
transferred hereunder for which consent of the other party thereto is required
but not obtained, any liabilities related to the classification of independent
contractors, tort claims asserted against Seller or claims against Seller for
breach of contract which are based on acts or omissions of Seller occurring on,
before or after the Effective Date. As used herein, "ERISA Affiliate" shall
refer to any trade or business, whether or not incorporated, under common
control with the Seller within the meaning of Section 414(b), (c), (m) or (o) of
the Code.
SECTION 2. PURCHASE PRICE AND PAYMENT.
2.1 Purchase Price.
(a) The total consideration for the Purchased Assets shall be the cash
and stock paid at Closing plus the assumption of the Assumed Liabilities and
monies earned or paid in the form of a note described under paragraphs (c) and
(d) below, if any (the "Purchase Price").
(b) At Closing, $850,000 of the Purchase Price shall be paid to Seller
in cash by wire transfer pursuant to instructions previously provided by Seller
to Buyer for that purpose and, in addition, 10,000 shares of unregistered TJG
common stock (the "Shares") bearing an appropriate restrictive legend shall be
delivered to Tech Stars.
(c) At Closing, Buyer shall issue to Seller its promissory note in the
form attached hereto as Exhibit II in the original principal amount of $250,000
(the "Note"). Payment of the Note shall be guaranteed by TJG pursuant to that
certain Guaranty Agreement in the form attached hereto as Exhibit VIII (the
"Guarantee").
(d) An additional portion of the Purchase Price shall be paid in the
form of an earnout (the "Earnout") with respect to the performance of the
Business for the period from July 1, 1998 to December 31, 1998 (the "Earnout
Period").
(i) no later than April 30, 1999, Buyer shall pay Seller an amount
equal to 100% of the aggregate EBIT for the Business during the Earnout Period,
as calculated by Buyer. For purposes of this Agreement, EBIT is defined as
earnings of the Business before interest and taxes which is accounted for under
the accrual method of accounting consistent with Buyer's regular accounting
policies, procedures and generally accepted accounting principles ("GAAP").
(ii) in connection with the operation of the Business during the
Earnout Period, Buyer agrees that for purposes of determining EBIT it will not
charge any costs incurred by or on behalf of Buyer or TJG in connection with the
transactions contemplated by this Agreement.
(iii) in the event Seller disputes Buyer's calculation of EBIT, the
disputed matters shall be referred to and determined by an independent auditor
reasonably acceptable to both Buyer and Seller. The cost of such auditor shall
be paid by the party which is not the prevailing party in such dispute.
2.2 Purchase Price Adjustment. The purchase price shall be adjusted (up or down)
by any difference between the Net Worth of the Seller as indicated on the
Balance Sheet attached hereto as Exhibit III (the "Initial Net Worth") and such
Net Worth as of the day before the Closing Date (the "Closing Net Worth"). Net
Worth is defined as the Purchased Assets including, without limitation, cash,
accounts receivable, reserve for bad debt of $4430.48) less total liabilities of
the Seller assumed by Buyer.
(a) At Closing, Seller will present Buyer with a balance sheet as of the day
before the Closing Date. At that time, an adjustment will be made to the cash
component of the Purchase Price to reflect any difference between the Initial
Net Worth and the Closing Net Worth. In the event that the Closing Net Worth
exceeds the Initial Net Worth, the amount constituting the difference shall be
added to the cash portion of the Purchase Price to be paid at Closing. In the
event that the Closing Net Worth is less than the Initial Net Worth, the amount
constituting the difference shall be subtracted from the cash portion of the
Purchase Price to be paid at Closing Within thirty (30) days from Closing,
Buyer's independent accountants shall have the right to review such calculation
of the Closing Net Worth, and any disagreements will be resolved in a mutually
acceptable manner. Payment of any agreed upon adjustment shall be made within
forty-five (45) days from the Closing Date.
2.3 Allocation of Consideration. The Purchase Price shall be allocated among the
Purchased Assets as set forth on Schedule 2.3 hereto. The parties shall report
this transaction for tax purposes consistently with such allocation.
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SECTION 3. CLOSING.
3.1 Time and Place of Closing. The closing of the purchase and sale of the
Purchased Assets (the "Closing") pursuant to this Agreement shall take place on
October 13, 1998 via fax commencing at 11:00 A.M., local time or at such other
date, time or place as may be agreed to by Buyer and Seller (the "Closing
Date").
3.2 Deliveries at the Closing. At the Closing, in addition to the other actions
contemplated elsewhere herein:
(a) Seller shall deliver, or shall cause to be delivered, to Buyer the
following:
(i) a xxxx of sale satisfactory to Buyer transferring title to all of
the Purchased Assets in the form attached as Exhibit IV hereto;
(ii) such other instruments of transfer as shall be necessary or
appropriate to vest in Buyer good and marketable title to the Purchased Assets;
(iii) assignments satisfactory to Buyer of all Contracts whenever
necessary;
(iv) opinion letter of Seller's Counsel in the form attached hereto as
Exhibit V;
(v) documents evidencing the assignment of the Leases; and
(vi) balance Sheet as of the Closing Date;
(b) Buyer shall deliver, or shall cause to be delivered, to Seller the
following:
(i) the cash portion of the Purchase Price;
(ii) the Shares;
(iii) the Note;
(iv) the Guarantee;
(v) the Xxxx of Sale; and
(vi) an opinion letter of counsel to Buyer and TJG in the form attached
hereto as Exhibit VII.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE SELLER AND SHAREHOLDERS.
Certain representations and warranties made by Seller and Shareholders are
modified as and to the extent set forth in the Disclosure Statement which has
previously been delivered to Buyer at least two (2) business days prior to the
Closing Date (the "Disclosure Statement") or as otherwise provided herein.
Shareholders and Seller represent and warrant to Buyer as of the date of this
Agreement as follows:
4.1 Organization and Good Standing. Seller is a corporation duly organized,
validly existing and in good standing under the laws of the State of Tennessee
and has all necessary corporate powers to own its properties and to carry on its
business as now owned and operated by it. Seller is duly qualified to do
business and is in good standing in each jurisdiction in which failure to be so
qualified would have an adverse effect on the Business or the Purchased Assets.
The Disclosure Statement sets forth a complete and accurate list with respect to
Seller and all its affiliates, of each jurisdiction where it or an affiliate is
authorized to do business, and Seller's capitalization (including the identity
of Seller's stockholders and the number of shares held by each stockholder).
4.2 Power and Authorization. Seller has full legal right, power and authority to
enter into and perform its obligations under this Agreement, the Employment
Agreement, and the other agreements and documents required to be delivered by it
prior to or at the Closing (the "Seller Transaction Documents"). The execution,
delivery and performance by Seller of this Agreement and the Seller Transaction
Documents have been duly authorized by all necessary corporate action on the
party of Seller and Shareholders. This Agreement has been duly and validly
executed and delivered by Seller and constitutes the legal, valid and binding
obligation of Seller and the Shareholders, enforceable against them in
accordance with its terms. When executed and delivered as contemplated herein,
the Transaction Documents shall constitute the legal, valid and binding
obligation of Seller and the Shareholders which are parties thereto, enforceable
against them in accordance with its terms.
4.3 No Conflicts.
(a) Except as described in the Disclosure Statement, the execution, delivery
and performance of this Agreement and the Seller Transaction Documents do not
and will not (with or without the passage of time or the giving of notice):
(i) violate or conflict with any law, regulation, permit, license,
certificate, judgment, order, award or other decision or requirement of any
arbitrator, court, government or governmental agency or instrumentality,
domestic or foreign, (collectively, "Laws"), binding upon Shareholders or Seller
that is likely to have an adverse material effect on the Business;
(ii) violate or conflict with, result in a breach of, or constitute a
default or otherwise cause any loss of benefit under any Contract, or give to
others any rights (including rights of termination, foreclosure, cancellation or
acceleration) in or with respect to any of the Purchased Assets;
(iii) result in, require or permit the creation or imposition of any
restriction, mortgage, deed of trust, pledge, lien, security interest or other
charge, claim or encumbrance of any nature (collectively, a "Lien") upon or with
respect to the Purchased Assets that is likely to, individually or in the
aggregate, have a material adverse effect on the Purchased Assets;
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(iv) cause Buyer to become subject to, or become liable for the payment
of any tax for events occurring prior to the Closing Date; or
(v) cause any of the Purchased Assets to be reassessed or revalued by
any taxing authority or governmental body.
(b) There are no judicial, administrative or other governmental actions,
proceedings or investigations pending against Shareholders or Seller or, to the
knowledge of Shareholders or Seller, threatened, that question any of the
transactions contemplated by, or the validity of, this Agreement or any of the
other agreements or instruments contemplated hereby or which, if adversely
determined, is likely to have an adverse effect upon the ability of Shareholders
or Seller to enter into or perform its obligations under this Agreement or any
such other agreements or instruments. Neither Shareholders nor Seller have
received any request from any governmental agency or instrumentality for
information with respect to the transactions contemplated hereby.
4.4 Compliance with Laws.
(a) Except as described in the Disclosure Statement: the operation of the
Business and the Purchased Assets is, and at all times during the last two (2)
years has been, in compliance in all material respects with all applicable Laws;
and neither Shareholder nor Seller have had any basis to expect, and have not
received, with respect to the Purchased Assets or the operation of the Business,
during the last two (2) years, any notice, order or other communication from any
governmental agency or instrumentality of any alleged, actual, or potential
violation of or failure to comply with any Law.
(b) All material federal, foreign, state, local and other governmental
consents, licenses, permits, franchises, grants and authorizations
(collectively, "Authorizations") required for the operation of the Business as
currently conducted and as conducted during the last two (2) years are, except
as otherwise described in the Disclosure Statement, in full force and effect
without any default or violation thereunder by Seller or to Seller's knowledge
by any other party thereto and neither Shareholder nor Seller have received any
notice of any claim or charge that Seller is or within the last two (2) years
had been in violation of or in default under any such Authorization. Except as
described in the Disclosure Statement: (i) no proceeding is pending or, to the
knowledge of Shareholders or Seller, threatened by any person to revoke or deny
the renewal of any Authorization; and (ii) neither Shareholder nor Seller have
been notified that any such Authorization may not in the ordinary course be
renewed upon its expiration or that by virtue of the transactions contemplated
hereby any such Authorization may not be granted or renewed or transferred to
Buyer.
4.5 Securities Laws Matters
(a) Seller acknowledges that the Shares (the "Securities"), will not be
registered under the Securities Act of 1933, as amended (the "Securities Act"),
and must be held indefinitely unless subsequently registered under the
Securities Act or unless an exemption from such registration becomes or is
available.
(b) Seller represents and warrants that its principal place of business is
located in the State of Tennessee and that Buyer has not communicated with
Seller with respect to the offer or sale of the Securities at any time while
Seller was located in any other state.
(c) Seller represents and warrants that:
(i) it is well versed in financial matters and has such knowledge and
experience in financial and business matters and that it is fully capable of
understanding the merits and risks of the investment being made in the
Securities and the risks involved in connection therewith;
(ii) it is acting herein for its own account and is acquiring the
Securities for investment without a view to the resale or other distribution
thereof. It is financially able to hold the Securities for long-term investment,
believes that the nature and amount of the Securities to be acquired hereunder
is consistent with its overall investment program and financial position, and
recognizes that there are substantial risks involved in an investment in the
Securities; and
(iii) it has received and reviewed the prospectus related to the initial
public offering of TJG common shares, its annual report on Form 10-K for the
year ended December 31, 1997, and its quarterly reports on Form 10-Q for the
three months ended March 31, 1998 and June 30, 1998.
(d) Seller acknowledges and agrees that TJG may, if it so desires, permit
transfers, or authorize its transfer agent to permit transfers, of the
Securities only when such Securities have been registered under the Securities
Act or when the request for transfer is accompanied by satisfactory assurance
(including, if requested, an opinion of counsel acceptable to TJG ) that the
sale or proposed transfer does not require registration under the Securities
Act, and Seller agrees that a legend to such effect will be placed on the
Securities.
4.6 Litigation. Except as described in the Disclosure Statement, there are not
now and during the last two (2) years there have not been any, claims, actions,
suits, proceedings (arbitration or otherwise) or investigations involving or
affecting the Business or the Purchased Assets before or by any court or
governmental agency or instrumentality, or before an arbitrator of any kind; and
no pending claim, action, suit, proceeding or investigation, if determined
adversely, would individually or in the aggregate have a material adverse effect
on the Business, or would result in a liability in excess of $10,000 in the case
of any single action or $25,000 in the case of all such actions in the
aggregate. To the knowledge of Shareholders and Seller, except as described in
the Disclosure Statement, no such claim, action, suit, proceeding or
investigation is presently threatened or contemplated and there are no facts
which could reasonably serve as a basis for any such claim, action, suit,
proceeding or investigation. There are no unsatisfied judgments, penalties or
awards against or affecting the Business.
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4.7 Financial Statements.
(a) The unaudited statements of income of the Business for the 12-month
periods ended December 31, 1996 and 1997, compiled by Xxxxxxx, Xxxx &
Xxxxxx("FD&H"), independent certified public accountant, a correct and complete
copy of which is attached hereto as part of Schedule 4.8 of the Disclosure
Statement, are true and correct in all material respects and present fairly
results of Seller's operations for the fiscal periods then ended, in conformity
with GAAP consistently applied in accordance with past practice, and includes
all adjustments which are necessary for a fair presentation of the information
shown.
(b) The unaudited statement of income of the Business for the eight-month
period August 31, 1998, compiled by FD&H independent certified public
accountant, a correct and complete copy of which is attached hereto as part of
Schedule 4.8 of the Disclosure Statement, is true and correct in all material
respects and present the results of Seller's operations for the period then
ended, in conformity with GAAP applied on a consistent basis, and includes all
adjustments which are necessary for a fair presentation of the information
shown.
(c) The unaudited balance sheet of the Business at August 31, 1998 (the
"Balance Sheet"), compiled by FD&H independent certified public accountant, a
correct and complete copy of which is attached hereto as part of Schedule 4.8 of
the Disclosure Statement, is true and complete in all material respects and
presents fairly the assets and liabilities, and financial position of the
Business of the Seller as of such date, in conformity with GAAP applied on a
consistent basis, and includes all adjustments which are necessary for a fair
presentation of the information shown.
4.8 Accounts Receivable. All accounts receivable reflected on the Balance Sheet
or included in the Purchased Assets have been acquired or have arisen only in
the ordinary course of business, consistent with past practice, and are not
subject to defenses, set-offs or counterclaims. All of such accounts receivable
are generally due within 30 days after being accrued on the books of the Seller
and have been collected, or are collectible within 180 days after billing, in
the full aggregate recorded amounts thereof, less, in the case of the accounts
receivable reflected on the Balance Sheet, an allowance for doubtful accounts in
the amount of two (2) percent of the Accounts Receivable balance (the "Doubtful
Account Reserve") as shown on the Balance Sheet. The Doubtful Account Reserve
has been mutually agreed to by Seller and Buyer. Schedule 4.9 of the Disclosure
Statement lists the Business's accounts receivable as of the Balance Sheet date,
specifying the account debtor, the face amount of the receivable and the age of
the receivable.
4.9 Personal Property. Except as described in the Disclosure Statement: (a) the
Seller has good and valid title to all of the Purchased Assets free and clear of
any restriction, mortgage, deed of trust, pledge, lien, security interest or
other charge, claim or encumbrance; and (b) all Purchased Assets owned or leased
by the Seller are in the possession or under the control of the Seller, are
suitable for the purposes for which they are currently being used and are of a
condition, nature and quantity sufficient for the conduct of the Business as it
is presently conducted.
4.10 List of Properties, Contracts, etc. The Disclosure Statement lists or
adequately describes the following:
(a) Each vehicle, item of machinery, equipment and other tangible asset
(other than real property) included in the Purchased Assets with a fair market
or book value in excess of $1,000 in respect of any item, and location thereof;
(b) Each Authorization employed in the Business;
(c) Each (i) fictitious business name, tradename, registered and
unregistered trademark, service xxxx and related application (the "Marks"), (ii)
patent, patent right and patent application (collectively, "Patents"), (iii)
copyright in published and material unpublished works ("Copyrights"), computer
programs and software, including Seller's website ("Software"), (iv) proprietary
formula, trade secret, formulation and invention ("Trade Secrets"), and (v)
license and permit issued or granted by any person relating to any of the
foregoing; in each case included in the Purchased Assets and owned, leased, used
or held by, granted to or licensed by Seller as licensor or licensee, together
with all other interests therein granted by Seller to any other person and all
agreements with respect to any of the foregoing to which Seller is a party.
(d) Each contract, agreement or commitment which restricts or purports to
restrict any business activities or freedom of Seller or the officers, employees
or consultants of Seller to engage in the Business or to compete with any
person;
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(e) Each contract, agreement or commitment involving the performance of
services or delivery of goods or materials by or to Seller;
(f) Each contract, agreement or commitment relating to the Business to which
Seller is a party or is otherwise bound providing for payments (contingent or
otherwise) to or by any person or entity based on sales, purchases or profits,
other than direct payments for goods, and each other contract, agreement or
commitment relating to the Business to which Seller is a party or by which it or
any Purchased Assets are otherwise bound which is material to its business,
operation, financial condition or prospects;
(g) Each form of contract, employee non-disclosure and non-competition
agreement or commitment used by Seller as a standard form in the ordinary course
of the Business;
(h) A summary of each policy and binder of insurance, owned by, or
maintained in the preceding two (2) years for the benefit of, or respecting
which any premiums are paid directly or indirectly by Seller relating to the
Business;
(i) Each insurance claim made or loss incurred in the preceding two (2)
years pursuant to any workers' compensation, liability or other insurance policy
for a claim in excess of $5,000; and
(j) Each outstanding power-of-attorney or similar power relating to the
Business granted by Seller for any purpose whatsoever.
Seller has furnished or, on request, will furnish or make available to Buyer
true and complete copies of each agreement, plan and other document required to
be disclosed on the Disclosure Statement pursuant to this Agreement.
4.11 Contracts. Except as described in the Disclosure Statement, each Contract
was made in the ordinary course of business, is in full force and effect and is
valid, binding and enforceable against the parties thereto in accordance with
its terms. Except as described in the Disclosure Statement, Seller has performed
all obligations required to be performed by it under each such Contract and
Lease, and no condition exists or event has occurred which with notice or lapse
of time would constitute a default or a basis for delay or non-performance by
Seller or, to the best knowledge of Seller, by any other party thereto. Seller
does not have any liabilities, whether fixed or contingent, relating to or
arising out of contracts with the United States government or any agency thereof
or any other customers, including, but not limited to, claims arising out of
pricing provisions therein. There is no contractual or other requirement for any
employee of the Business to obtain or maintain a security clearance with respect
to any governmental agency or instrumentality. Except as described in the
Disclosure Statement, each other party to each such Contract and Lease has
consented or been given sufficient notice (where such consent or notice is
necessary) that the same shall remain in full force and effect following the
Closing.
4.12 Intellectual Property. Except as otherwise described in the Disclosure
Statement, Seller is the sole owner or has the exclusive perpetual right to use
without consideration, all Intellectual Property, free and clear of any lien,
security interest, restriction, encumbrance or other adverse claim; Seller has
not granted or licensed to any person any rights with respect to any
Intellectual Property and no other person has any rights in or to any of the
Intellectual Property (including, without limitation, any rights to market or
distribute any of the Intellectual Property); the rights of Seller in and to any
of the Intellectual Property will not be limited or otherwise affected by reason
of any of the transactions contemplated hereby; and the Intellectual Property is
sufficient for the conduct of the Business as it is presently conducted. The
Intellectual Property does not infringe and, to Seller's knowledge, is not
alleged to have infringed any trademark, copyright, patent or other proprietary
right of any person.
4.13 Customers and Suppliers. No present customer or supplier has terminated or
materially reduced, or has given written notice that it intends to terminate or
materially reduce, the amount of business done with Seller with respect to the
Business. Neither Shareholder nor Seller are aware of any such intention on the
part of any such customer, supplier or vendor, whether or not in connection with
the transactions contemplated hereunder. There are not now and during the last
two (2) years there have not been any disputes or controversies involving, in
the aggregate, more than $5,000 between Seller and any customer, supplier or
other person regarding the quality, merchantability or safety of, or involving a
claim of breach of warranty which has not been fully resolved with respect to
warranties provided by the Business.
4.14 Taxes. All federal, state, local and foreign income, profits, franchise,
sales, use, value added, payroll, premium, occupancy, property, severance,
excise, withholding, customs, unemployment, transfer and other taxes, including
interest, additions to tax and penalties (collectively "Taxes") relating to the
Business due or properly shown to be due on any return filed by Seller with
respect to taxable periods ending on or prior to, and the portion of any interim
period up to, the date hereof have been fully accrued or fully and timely paid;
and there are no levies, liens, or other encumbrances relating to Taxes
existing, threatened or pending with respect to any Purchased Asset.
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4.15 Employee Benefits.
(a) The Disclosure Statement contains a complete and correct list of all
benefit plans, arrangements, commitments and payroll practices (whether or not
employee benefit plans) ("Employee Benefit Plans") as defined in Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA")),
including, without limitation, sick leave, vacation pay, severance pay, salary
continuation for disability, consulting or other compensation arrangements,
retirement, deferred compensation, bonus, incentive compensation, stock
purchase, stock option, health including hospitalization, medical and dental,
life insurance and scholarship programs ("Employee Benefit Plans") maintained
for the benefit of any present or former employees of the Business.
(b) With respect to each Employee Benefit Plan required to be listed on the
Disclosure Statement: (i) each Employee Benefit Plan has been administered in
compliance with its terms, and is in compliance in all material respects with
the applicable provisions of ERISA, the Internal Revenue Code of 1986, as
amended (the "Code"), and all other applicable Laws (including, without
limitation, the funding and prohibited transaction provisions of ERISA and the
Code, continuation coverage obligations pursuant to Title V of the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), and the Family
and Medical Leave Act of 1993 ("FMLA")); (ii) the Seller has made or provided
for all contributions required under the terms of such Plans; (iii) there are
and during the past three (3) years there have been no inquiries, proceedings,
claims or suits pending or threatened by any governmental agency or authority or
by any participant or beneficiary against any of the Employee Benefit Plans, the
assets of any of the trusts under such Plans or the Plan sponsor or the Plan
administrator, or against any fiduciary of any of such Employee Benefit Plans
with respect to the design or operation of the Employee Benefit Plans; (iv) each
Employee Pension Benefit Plan (as defined in Section 3(2) of ERISA) which is
intended to be "qualified" within the meaning of Section 401(a) of the Code is
and has from its inception been so qualified, and any trust created pursuant to
any such Employee Pension Benefit Plan is and has been from its inception exempt
from federal income tax under Section 501(a) of the Code and the IRS has issued
each such Plan a favorable determination letter which is currently applicable or
an application for such a determination letter shall be made prior to the
expiration of the applicable remedial amendment period; (v) Seller is not aware
of any circumstance or event which would jeopardize the tax-qualified status of
any such Employee Pension Benefit Plan or the tax-exempt status of any related
trust; and (vi) Seller has, prior to the Closing, delivered to Buyer, with
respect to all Employee Benefit Plans listed in the Disclosure Statement, true,
complete and correct copies of the following: all plan documents, handbooks,
manuals, collective bargaining agreements and similar documents governing
employment policies, practices and procedures; all the most recent summary plan
descriptions and any subsequent summaries of material modifications and all
other material employee communications discussing any employee benefit; Forms
5500 (including audit reports) as filed with the IRS for the most recent four
(4) plan years; the most recent report of the enrolled actuary for all plans
requiring actuarial valuation; all trust agreements with respect to employee
benefit plans; plan contracts with service providers and plan contracts with
insurers providing benefits for participants or liability insurance for
fiduciaries and other parties in interest or bonding; most recent annual audit
and accounting of plan assets for all funded plans; and most recent IRS
determination letter for all plans qualified under Section 401(a) of the Code.
(c) Seller does not maintain and has never maintained or been obligated to
contribute to a "Multiemployer Plan" (as such term is defined by Section
4001(a)(3) of ERISA), and Seller is not bound by any collective bargaining
agreement or legally binding arrangement to maintain or contribute to any
Employee Benefit Plan.
(d) Seller does not maintain and has never maintained or been obligated to
contribute to a Defined Benefit Plan (as defined in Section 3(35) of ERISA).
(e) All reports and information required to be filed with the Department of
Labor and IRS or with plan participants and their beneficiaries with respect to
each Employee Benefit Plan required to be listed on the Disclosure Statement
have been filed and all annual reports (including Form 5500 series) of such
Plans were certified, if applicable, without qualification by each Plan's
accountants and actuaries. There has been no material change with regard to any
such Employee Benefit Plan since the last annual report.
(f) All Employee Benefit Plans required to be listed on the Disclosure
Statement may, without liability, be amended, terminated or otherwise
discontinued except as specifically prohibited by federal law.
(g) Any bonding required under ERISA with respect to any Employee Benefit
Plan required to be listed on the Disclosure Statement has been obtained and is
in full force and effect and no funds held by or under the control of the Seller
or any ERISA Affiliate are plan assets.
(h) Seller does not maintain any retired life and/or retired health
insurance plans which provide for continuing benefits or coverage for any
employee or any beneficiary of an employee after such employee's termination of
employment.
(i) Seller is not bound by any collective bargaining agreement of legally
binding arrangement to maintain or contribute to any Employee Benefit Plan.
(j) There has been no material violation of the "continuation coverage
requirements" of "group health plans" of former section 162(k) of the Code (as
in effect for tax years beginning on or before December 31, 1988) and of section
4980B of the Code (as in effect for tax years beginning on and after January 1,
1989) and Part 6 of Subtitle B of Title I of ERISA with respect to any group
health plan of Seller to which such continuation coverage requirements apply.
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(k) There has been no material violation of the health insurance
obligations imposed by section 9801 of the Code and Part 7 of Subtitle B of
Title I of ERISA ("HIPAA") with respect to any Employee Benefit Plan of Seller
which is a group health plan (as defined under Section 5000(b) (1) of the Code
or Part 6 of Subtitle B of Title I of ERISA) to which such insurance obligations
apply.
4.16 Labor Matters.
(a) Except as described in the Disclosure Statement: (i) to the knowledge
of Shareholders and Seller, no application or petition for certification of a
collective bargaining agent is pending and none of the employees of Seller
engaged in the Business are, or during the last two (2) years have been,
represented by any union or other bargaining representative; (ii) to the
knowledge of Shareholders and Seller, during the last two (2) years, no union
has attempted to organize any group of the employees of Seller engaged in the
Business, and no group of the employees of Seller engaged in the Business has
sought to organize themselves into a union or similar organization for the
purpose of collective bargaining; (iii) during the last two (2) years there has
not been and there is not currently pending any labor arbitration or proceeding
in respect of the grievance of any employee engaged in the Business, any
application, charge or complaint filed by any employee or union with the
National Labor Relations Board or any comparable state or local agency, any
strike, slowdown, picketing or work stoppage by any employees at the Facilities,
any lockout of any such employees or any labor trouble or other labor-related
controversy, occurrence or condition; and (iv) no agreement restricts Seller
from relocating or closing the Facilities or any portion thereof.
(b) Except as described in the Disclosure Statement with respect to the
Business and the Facilities, Seller has not been cited for violations of the
Occupational Safety and Health Act of 1970, 29 U.S.C. sec. 651 et seq. ("OSHA"),
any regulation promulgated pursuant to OSHA, or any other statute, ordinance,
rule, or regulation establishing standards of workplace safety, or paid any
fines or penalties with respect to any such citation. Except as described in the
Disclosure Statement: (i) there have not been any inspections of the Facilities
by representatives of the Occupational Safety and Health Administration or any
other government agency vested with authority to enforce any statute, ordinance,
rule or regulation establishing standards of workplace safety; (ii) to the
knowledge of either Shareholder and Seller, no representative of any such
government agency has attempted to conduct any such inspection or sought entry
to the Facilities for that purpose; (iii) Seller has not been notified of any
complaint or charge filed by any employee or employee representative with any
such government agency which alleges that Seller has violated OSHA or any other
statute, ordinance, rule or regulation establishing standards of workplace
safety; (iv) Seller has not been notified that any employee or employee
representative of the Business has requested that any such government agency
conduct an inspection of the Facilities to determine whether violations of OSHA
or any other such statute, ordinance, rule or regulation may exist; and (v) to
Seller's knowledge, Seller does not maintain any condition, process, practice or
procedure at the Facility which would be deemed a material violation of OSHA or
any other statute, ordinance, regulation or rule establishing standards or
workplace safety.
(c) Attached to the Disclosure Statement are true and correct copies of
each OSHA Form No. 200 completed and maintained by Seller at the Facilities for
the last two (2) years.
4.17 Employees. The Disclosure Statement sets forth the following information
for each employee of Seller engaged in the Business (including each such person
on leave or layoff status) (collectively, the "Employees"): employee name and
job title; current annual rate of compensation (identifying bonuses separately)
and any change in compensation since June 30, 1998; vacation accrued and service
credited for purposes of vesting and eligibility to participate in applicable
Employee Benefit Plans; description of any material pre-existing condition known
to Seller with respect to any applicable Employee Benefit Plan; and any
automobile leased or owned by Seller primarily for use by any of the foregoing
persons. Except as described in the Disclosure Statement, none of Employees is a
party to, or is otherwise bound by, any agreement or arrangement with any person
or entity other than Seller which limits or adversely affects the performance of
his or her duties, the ability of Seller to conduct the Business, or his or her
freedom to engage in the Business (including, without limitation, any
confidentiality, non-competition, non-solicitation or proprietary rights
agreement). The Disclosure Statement lists or describes each employment,
severance, change of control, consulting, commission, agency and representative
agreement or arrangement relating to the Business to which Seller is a party or
is otherwise bound, including, without limitation, all agreements and
commitments relating to wages, hours or other terms or conditions of employment
including, but not limited to, any oral or written agreements or promises
relating to the granting of an ownership or profit-sharing interest in the
Business (other than unwritten employment arrangements terminable at will
without payment of any contractual severance or other amount). Seller has
properly classified as "employees," and has paid all required withholding taxes
with respect to, all persons who qualify as employees under the Internal Revenue
Code of 1986, as amended, and the rules and regulations promulgated thereunder.
4.18 Full Disclosure.
(a) All documents and other papers delivered by or on behalf of
Shareholders and Seller in connection with the transactions contemplated by this
Agreement are accurate and complete in all material respects and are authentic.
No representation or warranty of Shareholders or Seller contained in this
Agreement or the Disclosure Statement contains any untrue statement of a
material fact or omits to state a fact necessary in order to make the statements
herein or therein, in light of the circumstances under which they were made, not
misleading in any material respect.
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(b) Except as described in this Agreement or the Disclosure Statement,
there is no fact known to Shareholders or Seller (other than general economic or
industry conditions) which materially adversely affects or, so far as
Shareholders or Seller can reasonably foresee, materially threatens, the assets,
business, prospects, financial condition or results of operations of the
Business or the ability of Shareholders or Seller to perform this Agreement.
4.19 Net Worth Guarantee The book value of the tangible Purchased Assets
delivered to Buyer (which Purchased Assets shall include cash or equivalents)
pursuant to Section 1.1 less the liabilities assumed by Buyer pursuant to
Section 1.3 (the "Net Assets") shall be at least $175,000.00.
4.20 Absence of Changes or Events. Except as described on the Disclosure
Statement and except for actions taken after the date hereof pursuant to a
specific covenant hereunder, since the June 30, 1998 the Seller has not :
(a) Declared or paid any dividend or other distribution or payment in
respect of the shares of capital stock of Seller or any repurchase or redemption
of any such shares of capital stock or other securities or made any other
payment to Shareholders;
(b) Discharged or satisfied any lien or encumbrance, or paid any
liabilities, other than in the ordinary course of business consistent with past
practice, or failed to pay or discharge when due any liabilities which the
failure to pay or discharge has caused or will cause any material damage or risk
of material loss to Purchased Assets or the Business;
(c) Sold, assigned or transferred any of its assets or properties except in
the ordinary course of business consistent with past practice;
(d) Created, incurred, assumed or guaranteed any indebtedness for money
borrowed, or mortgaged, pledged or subjected to any Lien, any of its Purchased
Assets, other than the liens, if any, for current taxes not yet due and payable;
(e) Made or suffered any amendment or termination of any Contract, or other
agreement or commitment to which it is a party or by which it is bound or
canceled, modified or waived any debts or claims held by it, other than in the
ordinary course of business consistent with past practice, or waived any right
of substantial value, whether or not in the ordinary course of business;
(f) Suffered any damage, destruction or loss, whether or not covered by
insurance, of any item carried on its books of account at more than $1,000, or
suffered any repeated, recurring or prolonged shortage, cessation or
interruption of supplies or utility services required to conduct its Business;
(g) Suffered any decrease in its retained earnings or working capital, or
any material adverse change in its Business;
(h) Suffered any adverse change or any threat of an adverse change in its
relation with, or any loss or threat of loss of, any of its customers other than
usual attrition in the ordinary course of customers that are not individually or
in the aggregate material to the Business;
(i) Made any capital expenditure or capital addition or betterment except
such as may be involved in ordinary repair, maintenance and replacement of its
Purchased Assets;
(j) Increased the salaries or other compensation of, or made any advance
(excluding advances for ordinary and necessary business expenses) or loan to,
any of its Shareholders, directors, officers, employees or independent
contractors, or made any increase in, or any addition to, other benefits to
which any of its Shareholders, directors, officers or employees may be entitled;
(k) Changed any of the accounting principles followed by it or the methods
of applying such principles; or
(l) Entered into any material transaction or any transaction other than in
the ordinary course of business consistent with past practice.
4.21 Affiliate Agreements. Except as described in the Disclosure Statement,
there are no agreements, arrangements or understandings between Seller on the
one hand and Shareholders or any present or former director, shareholders or
officer of Seller or any member of the immediate family of or any person or
entity controlling or controlled by any of such persons (a "Related Party"). No
such agreements or arrangements between Seller and all Related Parties are
included in the Purchased Assets. Shareholders have no ownership interest in any
supplier or contractor of Seller.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF BUYER AND TJG
Buyer and TJG jointly and severally hereby represents and warrants to
Shareholders and Seller as of the date of this Agreement as follows:
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5.1 Organization and Good Standing. Buyer is a Pennsylvania corporation duly
organized and validly existing under the laws of the Commonwealth of
Pennsylvania and has all necessary corporate power and authority to carry on its
business as presently conducted, to own and lease the assets which it owns and
leases and to perform all its obligations under each agreement and instrument by
which it is bound. TJG is a Pennsylvania corporation duly organized and validly
existing under the laws of the Commonwealth of Pennsylvania and has all
necessary corporate power and authority to carry on its business as presently
conducted, to own and lease the assets which it owns and leases and to perform
all its obligations under each agreement and instrument by which it is bound.
5.2 Power and Authorization. Buyer has full legal right, power and authority to
enter into and perform its obligations under this Agreement and under the other
agreements and documents (the "Buyer Transaction Documents") required to be
delivered by it prior to or at the Closing. The execution, delivery and
performance by Buyer of this Agreement and the Buyer Transaction Documents have
been duly authorized by all necessary corporate action. This Agreement has been
duly and validly executed and delivered by Buyer and constitutes its legal,
valid and binding obligation, enforceable against it in accordance with its
terms. When executed and delivered as contemplated herein, each of the Buyer
Transaction Documents shall constitute the legal, valid and binding obligation
of Buyer, enforceable against it in accordance with its terms. TJG has full
legal right, power and authority to enter into and perform its obligations under
this Agreement and under the other agreements and documents (the "TJG
Transaction Documents") required to be delivered by it prior to or at the
Closing. The execution, delivery and performance by TJG of this Agreement and
the TJG Transaction Documents have been duly authorized by all necessary
corporate action. This Agreement has been duly and validly executed and
delivered by TJG and constitutes its legal, valid and binding obligation,
enforceable against it is accordance with its terms. When executed and delivered
as contemplated herein, each of the TJG Transaction Documents shall constitute
the legal, valid and binding obligation of TJG, enforceable against it in
accordance with its terms.
5.3 No Conflicts.
(a) The execution, delivery and performance of this Agreement and the Buyer
Transaction Documents do not and will not (with or without the passage of time
or the giving of notice):
(i) violate or conflict with any provision of Buyer's or TJG's
respective Articles of Incorporation, by-laws or of any Law binding upon Buyer
or TJG; or
(ii) violate or conflict with, result in a breach of, or constitute a
default or otherwise cause any loss of benefit under any material agreement or
other material obligation to which either Buyer or TJG is a party.
(b) No consents or approvals of, or registrations, notifications, filings
and/or declarations with, any court, government or governmental agency or
instrumentality, creditor, lessor or other person are required to be given or
made by Buyer or TJG in connection with the execution, delivery and performance
of this Agreement and the other agreements and instruments contemplated herein,
other than such as have been obtained or made or which the failure to obtain
would not have a material adverse affect on Buyer's or TJG's ability to
consummate the transactions contemplated herein and therein.
(c) There are no judicial, administrative or other governmental actions,
proceedings or investigations pending or, to the knowledge of Buyer or TJG,
threatened, that question any of the transactions contemplated by this Agreement
or the validity of this Agreement or any of the other agreements or instruments
contemplated hereby or which, if adversely determined, would have an a material
adverse effect upon the ability of Buyer or TJG to enter into or perform their
respective obligations under this Agreement or any of the other agreements or
instruments contemplated hereby. Neither Buyer nor TJG has received any request
from any governmental agency or instrumentality for information with respect to
the transactions contemplated hereby.
5.4 Brokers. No agent's, broker's or finder's fee or commission shall be payable
by the Seller or the Shareholders in connection with the transactions
contemplated hereby by virtue of or resulting from any action or agreement by
the Buyer or TJG.
5.5 Capital Structure. The capital structure of the TJG is as presented in its
most recent filings with the U.S. Securities and Exchange Commission (the "SEC")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), a true and complete copy of which has been delivered to Seller..
SECTION 6. EMPLOYEE BENEFITS AND EMPLOYMENT.
6.1 Employment.
(a) Buyer will offer employment to each employee of the Business listed on
Schedule 6.1 attached hereto at a rate of pay at least equal to such employee's
rate of pay (base and bonus) in effect on, and with such benefits as shall be,
in the aggregate, generally comparable to such employee's benefits immediately
prior to, the Closing Date. Employees who accept such employment shall be
referred to as "Transferred Employees" for purposes of this Agreement. Seller
shall be responsible for any severance pay obligations with respect to
individuals employed in the Business who are not Transferred Employees and whose
employment with Seller is terminated. Anything contained in or implied by the
provisions of this Section 6.1 to the contrary notwithstanding, the provisions
of this Section shall not create any third-party beneficiary rights in any
person, including any Transferred Employee.
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(b) Each Transferred Employee wishing to be eligible to receive stock option
grants pursuant to The Judge Group, Inc. 1996 Incentive Stock Option and
Non-Qualified Stock Option Plan for Key Employees and Non-Employee Directors
will, after a period of consideration ending on November 13, 1998, be required
to sign Buyer's Non-Solicitation and Confidentiality Agreement in order to
receive options.
6.2 Employee Pension Benefit Plans. The benefits under any Employee Pension
Benefit Plan (as defined in Section 3(2) of ERISA) maintained by Seller which
have accrued to any Transferred Employee as of the Closing Date shall be frozen
as of the Closing Date and no further benefits shall accrue under any such
Employee Pension Benefit Plan with respect to such Transferred Employee. Buyer
assumes no responsibility with respect to any such Employee Pension Benefit
Plan.
6.3 Employee Welfare Benefit Plans. Buyer shall assume and continue the Employee
Welfare Benefit Plans (as defined in Section 3(1) of ERISA) maintained by Seller
as of the Closing Date with respect to the Transferred Employees in accordance
with the terms and conditions of this Section 6.3 and such Employee Welfare
Benefit Plans. However, Buyer reserves the right to modify, amend, suspend, or
terminate such Employee Welfare Benefit Plans at any time after the Closing
Date. Notwithstanding the foregoing, Seller shall remain responsible and liable
for any acts or omissions by Seller with respect to such Employee Welfare
Benefit Plans occurring prior to the Closing Date.
In addition, Seller shall remain responsible for any injury sustained prior
to the Closing Date that is related to a worker's compensation claim prior to
the Closing Date.
6.4 Vacation and Holidays. Buyer will provide to the Transferred Employees the
same vacations and holidays as provided by Seller through December 31, 1998.
6.5 Health Continuation Coverage. Seller shall be responsible for all health
continuation coverage requirements of the Code and ERISA for all periods prior
to the Closing Date. Buyer shall be responsible for all health continuation
coverage requirements of the Code and ERISA for Transferred Employees for all
periods subsequent to the Closing Date.
6.6 Health Insurance Portability and Accountability Act. Seller shall be
responsible for all health insurance obligations imposed by HIPAA with respect
to any Employee Welfare Benefit Plan which is a group health plan (as defined
under Section 5000(b)(1) of the Code or Part 6 of Subtitle B of Title I of
ERISA) for all periods prior to the Closing Date. Buyer shall be responsible for
all HIPAA obligations with respect to any Employee Welfare Benefit Plan which is
a group health plan and which is assumed by Buyer for Transferred Employees for
all periods subsequent to the Closing Date.
6.7 Reporting and Disclosure Requirements. Seller shall be responsible for
filing all annual reports and satisfying all other reporting and disclosure
requirements with respect to any Employee Benefit Plan for all Plan Years, ;
provided however that with respect to Employee Benefit Plans assumed under
Section 6.3, Buyer shall be responsible for satisfying disclosure requirements
which arise following Closing and for filing annual reports for plan years
ending after the Closing Date.
6.8 Employee Records. Seller shall grant Buyer full access to all employee
records relating to the Transferred Employees.
SECTION 7. CERTAIN CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS.
The obligation of Buyer to consummate the acquisition of the Purchased
Assets is subject to the fulfillment by or at the Closing of each of the
following conditions:
7.1 Representations and Warranties. The representations and warranties of
Shareholders and Seller contained in this Agreement shall be deemed to have been
made again at and as of the Closing and shall then be true and correct.
7.2 Performance of Covenants. Shareholders and Seller shall have performed or
complied with all of the agreements, covenants and conditions required by this
Agreement to be performed or complied with by them prior to or at the Closing.
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7.3 Net Asset Value. Seller shall have delivered to Buyer at the Closing Net
Worth of at least $175,000.00.
7.4 Approvals. The consent or approval of all persons necessary for the
consummation of the transactions contemplated hereby shall have been obtained
and no such consent or approval: (a) shall have been conditioned upon the
modification, cancellation or termination of any lease, commitment, agreement,
easement, right or Authorization included in the Purchased Assets; or (b) shall
impose on the Buyer, any condition, provision or requirement not presently
imposed upon Seller, and which is described in the Disclosure Statement, or any
condition that would be more restrictive after the Closing on Buyer, than the
conditions presently imposed on Seller.
7.5 Legal Matters. The Closing shall not violate any order or decree of any
court or governmental body of competent jurisdiction and no suit, action,
proceeding or investigation shall have been brought or threatened by any person
(other than the Buyer or an affiliate of Buyer) which questions the validity or
legality of this Agreement or the transactions contemplated hereby.
7.6 No Material Adverse Change. There shall not have been any material adverse
change or threat of material adverse change in the Business or the Purchased
Assets since June 30, 1998, or in any development of a nature that is, or is
likely to be materially adverse to the Business or the Purchased Assets since
that date.
7.7 Opinion of Counsel. Buyer shall have received the opinion satisfactory to
Buyer of Xxxxx, Xxxxx & Xxxxx, .L.L.P. counsel for Shareholders and Seller, in
the form attached hereto as Exhibit V dated as of the Closing Date.
7.8 Closing Certificates. The Buyer shall have received certificates from the
Seller, dated the Closing Date, certifying in such detail as the Buyer may
reasonably request that the conditions specified in Sections 7.1, 7.2 and 7.3
hereof have been fulfilled.
7.9 Employment Agreement. The Buyer shall have received an executed copy of the
Employment Agreement for Xxxxx Xxxx.
SECTION 8. CERTAIN CONDITIONS PRECEDENT TO OBLIGATIONS OF SHAREHOLDERS AND
SELLER.
The obligation of Shareholders and Seller to consummate the sale of the
Purchased Assets is subject to the fulfillment by or at the Closing of each of
the following conditions:
8.1 Representations and Warranties. Buyer's and TJG's representations and
warranties contained in this Agreement shall be deemed to have been made again
at and as at the Closing and shall then be true and correct.
8.2 Performance of Covenants. Buyer and TJG shall have performed or complied
with all of the agreements, covenants and conditions required by this Agreement
to be performed or complied with by such party prior to or at the Closing.
8.3 Approvals. All third party consents, novations and governmental approvals,
if any, necessary to permit the consummation of the transactions contemplated by
this Agreement shall have been obtained in a form reasonably satisfactory to the
Seller and the Shareholders.
8.4 Legal Matters. The Closing shall not violate any order or decree of any
court or governmental body of competent jurisdiction and no suit, action,
investigation, or legal or administrative proceeding shall have been brought or
threatened by any person (other than Seller or an affiliate of Seller) which
questions the validity or legality of this Agreement or the transactions
contemplated hereby.
8.5 Leases. Buyer shall have assumed the Leases.
8.6 Closing Certificates. The Seller shall have received certificates from the
Buyer and TJG, dated the Closing Date, certifying in such detail as the Seller
may reasonably request that the conditions specified in Sections 8.1 and 8.2
hereof have been fulfilled.
8.7 Opinion of Counsel. Seller shall have received the opinion satisfactory to
Seller, of Drinker, Xxxxxx and Xxxxx, counsel for Buyer and TJG, in the form
attached hereto as Exhibit VII, dated as of the Closing Date.
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8.8 Grant of Options. The Seller shall have received from TJG copies of stock
option awards which, in the aggregate, evidence the grant to the Transferred
Employees of options to acquire 15,000 share of TJG common stock.
8.9 Employment Agreement. Seller shall have received from Buyer an executed
original of the Employment Agreement by and between Xxxxx Xxxx and Buyer in the
form attached hereto as Exhibit I.
SECTION 9. CERTAIN POST-CLOSING MATTERS; COVENANTS
9.1 Confidential Information. From and after the Closing, unless expressly
consented to in writing by Buyer, Shareholders and the Seller shall not,
directly or indirectly, use or disclose to any third person, any trade secret,
financial data, customer list, pricing or marketing policies or plans or other
proprietary or confidential information relating to the Business.
9.2 Covenant Not to Compete. Each Shareholder agrees that, unless acting with
the prior written consent of the Buyer, he will not, directly or indirectly,
(a) For a period of two (2) years after the Closing Date, within 100 miles
of any office location for which such Shareholder has management responsibility,
or for a period of one (1) year after the Closing Date and within 100 miles of a
location in which there is any office or facility of the Buyer: (i) without the
prior written approval of Buyer, which approval may be granted or denied in the
sole discretion of the Buyer, directly or indirectly, own, manage, operate,
control, be employed by, consult with, participate in, or be connected in any
manner with the ownership, management, operation, or control of any business
which engages, directly or indirectly, in the (a) placement of technical
personnel or (b) business of providing technical project management services in
competition with the Buyer's business as conducted on the date hereof; (ii) be
or become a stockholder, partner, owner, officer, director or employee or agent
of, or a consultant to or give financial or other assistance to, any person or
entity considering engaging in any such activities or so engaged; (iii) seek in
competition with the business of Buyer to procure orders from or do business
with any customer of Buyer for which Buyer has provided services in the
preceding twelve (12) months; (iv) solicit, or contact with a view to the
engagement or employment by, any person or entity of any person who is an
employee or contractor of Buyer; (v) seek to contract with or engage (in such a
way as to adversely affect or interfere with the business of Buyer) any person
or entity who has been contracted with or engaged to manufacture, assemble,
supply or deliver products, goods, materials or services to Buyer; (vi) engage
in or participate in any effort or act to induce any of the customers,
associates, consultants, or employees of Buyer or any of its affiliates to take
any action which is materially disadvantageous to Buyer or any of its
affiliates; provided, however, that nothing herein shall prohibit such
Shareholder and his affiliates from owning as passive investors, in the
aggregate not more than 5% of the outstanding publicly traded stock of any
corporation so engaged; and
(b) For a period of two (2) years after the Closing Date, in any manner
contact, induce, solicit or influence any client of the Business or of the Buyer
or any of its affiliates to cause such client to terminate its relationship with
the Business and/or Buyer.
In the event that the provisions of this Section 9.2 should ever be deemed
to exceed the time or geographic limitations or any other limitations permitted
by applicable law in any jurisdiction, then such provisions shall be deemed
reformed in such jurisdiction to the maximum permitted by applicable law.
Shareholders and Seller specifically acknowledge and agree that the foregoing
restrictions are reasonable and necessary to protect the legitimate interests of
Buyer, that Buyer would not have entered into this Agreement in the absence of
such restrictions, that any violation of such restrictions will result in
irreparable injury to the Buyer, that the remedy at law for any breach of the
foregoing restrictions will be inadequate, and that, in the event of any such
breach, the Buyer, in addition to any other relief available to it, shall be
entitled to temporary injunctive relief before trial from any court of competent
jurisdiction as a matter of course and to permanent injunctive relief without
the necessity of quantifying actual damages.
(c) If Buyer shall fail to pay any Seller any amount required to be paid by
Buyer hereunder or under the Note, and such failure shall be continuing for 30
days after written notice from such Seller to Buyer, Seller and the Shareholders
shall be released from the non-competition provision set forth in this Section
9.2; provided, however, that the exercise by Buyer of any right of set-off as
provided in Section 10.6 hereof shall not release the Seller or any Shareholder
from the non-competition provision set forth in this Section 9.2.
9.3 Pursuit of Authorizations. Shareholders and Seller shall use his or its best
efforts to take, or cause to be taken, such action, to execute and deliver, or
cause to be executed and delivered, such additional documents and instruments
and to do, or cause to be done, all things necessary, proper or advisable under
the provisions of this Agreement and under applicable law to transfer any
Intellectual Property to the Buyer and, at the expense of Buyer, to permit the
Buyer to promptly obtain all governmental consents, licenses, permits,
franchises, grants or other authorizations which are used in the Business
("Authorizations") and are required for the Business and operations of the Buyer
after the Closing.
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9.4 Assignment of Purchased Assets; Consents. Prior to the Closing Date and for
a period of one year thereafter, Shareholders and Seller shall use reasonable
efforts to obtain all non-governmental approvals, consents or waivers necessary
to assign to Buyer the Purchased Assets (the "Interests"), as soon as
practicable; provided, however, Shareholders and Seller shall not be obligated
to pay any consideration therefor to the third party from whom such approval,
consent or waiver is requested. To the extent any of the approvals, consents or
waivers referred to above have not been obtained by Shareholders' and Seller,
Seller' only obligations with respect thereto shall be to use their reasonable
efforts during the remaining term of such Interest to: (i) cooperate with Buyer
in any reasonable and lawful arrangements designed to provide the benefits of
such Interest to Buyer so long as Buyer reimburses Seller for all payments,
charges or other liabilities made or suffered by Seller in connection therewith;
and (ii) enforce, at the request of Buyer and for the account of Buyer, any
rights of Seller arising from such Interest against such issuer thereof or the
other party or parties thereto (including the right to elect to terminate any
such Interest in accordance with the terms thereof upon the written advice of
Buyer).
9.5 Rule 144. TJG covenants that it will (i) use its best efforts to comply with
the current public information requirements of Rule 144(c)(1) under the
Securities Act; and (ii) at all such times as Rule 144 is available for use by
the holders of the Securities, the TJG will furnish each such holder upon
request with all information within the possession of the TJG required for the
preparation and filing of Form 144.
9.6 Audited Financial Statements. Upon the request of Buyer, Shareholders and
Seller shall, at the expense of Buyer, take, or cause to be taken by their
accountants, such action as is necessary to provide to Buyer audited financial
statements of Seller, and appropriate accountant's consents, that comply with
the requirements of Regulation S-X under the Securities Exchange Act of 1934, as
amended.
9.7 TJG Stock Price Guarantee. In the event that TJG common stock does not have
a fair market value of Fifteen Dollars ($15.00) or more per share on the one
year anniversary of the Closing Date, then TJG shall promptly, but not later
than ten (10) days thereafter, pay Seller in cash an amount equal to 10,000
times the difference between $15.00 and the average closing price per share of
TJG common stock for the 20 trading days ending on the one year anniversary of
the Closing Date. The above amount shall be adjusted to reflect any stock
splits, recapitalizations, combinations or similar actions with respect to TJG
stock.
SECTION 10. INDEMNIFICATION
10.1 Indemnification by Seller. Seller shall indemnify and hold Buyer and
Buyer's officers, directors, employees and shareholders harmless against and in
respect of any and all losses, costs, expenses, claims, damages, obligations and
liabilities, including interest, penalties and reasonable attorneys fees and
disbursements ("Damages"), which Buyer or any such person may suffer, incur or
become subject to arising out of, based upon or otherwise in respect of: (i) any
inaccuracy in or breach of any representation or warranty of Shareholders or
Seller made in or pursuant to this Agreement, or any Seller Transaction
Document; (ii) any breach or nonfulfillment of any covenant or obligation of
Shareholders or Seller contained in this Agreement or any Seller Transaction
Document; (iii) any liability or other obligation of Seller not expressly
assumed by Buyer pursuant to Section 1.3; and (iv) any liability or obligation
with respect to any Employee Benefit Plan maintained by any ERISA Affiliate of
Seller, or to which any ERISA Affiliate of Seller is, or has been, obligated to
contribute.
10.2 Indemnification by Buyer and TJG. Buyer and TJG shall indemnify and hold
Seller and Seller' officers, directors and shareholders harmless against and in
respect of any and all Damages which Seller may suffer, incur or become subject
to arising out of, based upon or otherwise in respect of: (a) any inaccuracy in
or breach of any representation or warranty of Buyer or TJG made in or pursuant
to this Agreement or any Buyer Transaction Document; (b) any breach or
nonfulfillment of any covenant or obligation of Buyer or TJG contained in this
Agreement or any Buyer Transaction Document; and (c) the operation or failure to
perform by Buyer of the Business and the Purchased Assets after the Closing
Date, including any liability or other obligation of Seller assumed by Buyer
pursuant to Section 1.3 herein.
10.3 Inter-Party Claims. Any party seeking indemnification pursuant to this
Section 10 (the "Indemnified Party") shall notify the other party or parties
from whom such indemnification is sought (the "Indemnifying Party") of the
Indemnified Party's assertion of such claim for indemnification, specifying the
basis of such claim. The Indemnified Party shall thereupon give the Indemnifying
Party reasonable access to the books, records and assets of the Indemnified
Party which evidence or support such claim or the act, omission or occurrence
giving rise to such claim and the right, upon prior notice during normal
business hours, to interview any appropriate personnel of the Indemnified Party
related thereto.
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10.4 Third Party Claims.
(a) Each Indemnified Party shall promptly notify the Indemnifying Party of
the assertion by any third party of any claim with respect to which the
indemnification set forth in this Section relates (which shall also constitute
the notice required by Section 10.3). The Indemnifying Party shall have the
right, upon notice to the Indemnified Party within twenty (20) business days
after the receipt of any such notice, to undertake the defense of or, with the
consent of the Indemnified Party (which consent shall not unreasonably be
withheld), to settle or compromise such claim. The failure of the Indemnifying
Party to give such notice and to undertake the defense of or to settle or
compromise such a claim shall constitute a waiver of the Indemnifying Party's
rights under this Section 10.4(a) and shall preclude the Indemnifying Party from
disputing the manner in which the Indemnified Party may conduct the defense of
such claim or the reasonableness of any amount paid by the Indemnified Party in
satisfaction of such claim.
(b) The election by the Indemnifying Party, pursuant to Section 10.4(a), to
undertake the defense of a third-party claim shall not preclude the party
against which such claim has been made also from participating or continuing to
participate in such defense, so long as such party bears its own legal fees and
expenses for so doing.
10.5 Limitations. Seller shall have no obligation to indemnify Buyer or any
other person against Damages pursuant to Section 10.1(a) of this Agreement
arising out of or based upon any inaccuracy in or breach of any representation
or warranty made in or pursuant to this Agreement or any Transaction Document
unless and until the aggregate of all such Damages suffered or incurred by Buyer
and such persons exceeds $10,000; in which event Buyer and such persons shall be
entitled to indemnification for the amount of all Damages suffered or incurred
in excess of such amount.
10.6 Right of Set-Off.
(a) Upon the terms and subject to the conditions set forth in this Section
10.6, Buyer shall have the right to set-off, against any amount which may be
owed by Buyer to Seller pursuant to this Agreement, any amount owed by Seller to
Buyer. The exercise of such right of set-off by Buyer shall not constitute an
event of default under any obligation owed by Buyer to Seller.
(b) In the event that Buyer elects to exercise the right of set-off
provided for herein, Buyer shall provide Seller with at least 14 days prior
written notice of such election. If (i) Seller fails to pay to Buyer the amount
claimed to be owed (and for which Buyer seeks to exercise its right of set-off
pursuant to this Section 10.6), and (ii) prior to the expiration of such 14 day
period, Seller notifies Buyer in writing of its disagreement with Buyer's
exercise of the right of set-off provided for herein, Buyer shall be entitled,
upon the expiration of such 14 day period, to exercise its right of set-off
provided for herein by delivering the amount sought to be set-off by Buyer to a
separate escrow account (the "Escrow Account") established with an unaffiliated
financial institution pending resolution of such dispute pursuant to
arbitration, as provided for in Section 11.7 hereof. Such escrow funds,
including all interest accruing thereon, if any, shall be held in the Escrow
Account until such time as the dispute is resolved by the panel of arbitrators,
as provided in Section 11.7 hereof, and shall be released by the escrow agent
only as expressly directed by said arbitrators.
SECTION 11. MISCELLANEOUS.
11.1 Knowledge. All references in this Agreement to Shareholders' or Seller's
knowledge respecting a particular matter shall conclusively be deemed and
presumed to include, without limitation, all facts, circumstances and conditions
known to Shareholders or Seller regarding such matter.
11.2 Survival of Representations and Warranties.
(a) The representations and warranties made by the parties in this
Agreement and in the certificates, documents, Schedules and Exhibits delivered
pursuant hereto shall survive the consummation of the transactions herein
contemplated for a period of eighteen (18) months, except that the
representations and warranties set forth in Section 4.15 shall remain in force
for a period corresponding to that of the applicable statute of limitations.
Anything in this Agreement to the contrary notwithstanding, the representations
and warranties of Shareholders and Seller hereunder, and the right of Buyer to
indemnification for breach thereof, shall not be affected by any investigation
of Seller or its subsidiaries made by Buyer or its agents or representatives.
(b) The disclosures in the Disclosure Statement shall relate only to the
representations and warranties to which they expressly refer and to no other
representation or warranty in this Agreement. In the event of any inconsistency
between the statements made in the body of this Agreement and those contained in
the Disclosure Statement (other than an express exception to a specifically
identified statement), those in this Agreement shall control.
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11.3 Further Assurances. Each party hereto shall use best efforts to comply with
all requirements imposed hereby on such party and to cause the transactions
contemplated hereby to be consummated as contemplated hereby, and shall, from
time to time and without further consideration, before or after the Closing,
execute such further instruments, and take such other actions, as any other
party hereto shall reasonably request in order to fulfill its obligations under
this Agreement and to effectuate the purposes of this Agreement and to provide
for the orderly and efficient transition of the Business to Buyer. Each party
shall promptly notify the other parties of any event or circumstance known to
such party that could prevent or delay the consummation of the transactions
contemplated by this Agreement, or which would indicate a breach or
non-compliance with any of the terms, conditions, representations, warranties or
agreements of any of the parties to this Agreement.
11.4 Costs and Expenses. Except as otherwise expressly provided herein, each
party shall bear its own expenses in connection herewith. Any and all transfer,
documentary and similar taxes and recording and filing fees (other than sales
and use taxes which shall be borne by Buyer) incurred in connection with the
transactions contemplated herein shall be borne equally by Seller and by Buyer,
except that any filing fees required by the U.S. Patent and Trademark Office
with respect to the assignments of the patents and patent applications included
in the Intellectual Property shall be borne by Buyer.
11.5 Notices. All notices or other communications permitted or required under
this Agreement shall be in writing and shall be sufficiently given if and when
hand delivered to the persons set forth below, or if sent by documented
overnight delivery service or registered or certified mail, postage prepaid,
return receipt requested, or by telegram, telex or telecopy, receipt
acknowledged, addressed as set forth below or to such other person or persons
and/or at such other address or addresses as shall be furnished in writing by
any party hereto to the others. Any such notice or communication shall be deemed
to have been given as of the date received, in the case of personal delivery, or
on the date shown on the receipt or confirmation therefor in all other cases.
To Buyer: Judge Technical Services, Inc.
Xxx Xxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx, President
Facsimile: (000) 000-0000
To Seller and Shareholders: Xxxxx Xxxx
With a Copy to:
Xxxxx, Xxxxx & Xxxxx, L.L.P.
0000 Xxxxxxx Xxx, Xxxxx 0000
Xxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxx, III.
11.6 Assignment and Benefit.
(a) Neither Shareholder nor Seller shall assign this Agreement or any
rights hereunder, or delegate any obligations hereunder, without the prior
written consent of Buyer. The foregoing notwithstanding, subject to compliance
with all applicable federal and state securities laws, Seller shall have the
right to assign, pledge or hypothecate the Securities. Subject to the foregoing,
this Agreement and the rights and obligations set forth herein shall inure to
the benefit of, and be binding upon, the parties hereto, and each of their
respective successors, heirs and assigns.
(b) This Agreement shall not be construed as giving any person, other than
the parties hereto and their permitted successors, heirs and assigns, any legal
or equitable right, remedy or claim under or in respect of this Agreement or any
of the provisions herein contained, this Agreement and all provisions and
conditions hereof being intended to be, and being, for the sole and exclusive
benefit of such parties, and permitted successors, heirs and assigns and for the
benefit of no other person or entity
11.7 Settlement of Disputes. The parties will attempt in good faith to resolve
any and all controversies of every kind and nature between the parties to this
Agreement arising out of or in connection with the existence, construction,
validity, interpretation or meaning, performance, non-performance, enforcement,
operation, breach, continuance or termination of this Agreement (each, a
"Dispute") promptly by negotiations between senior executives of the parties who
have authority to settle the Dispute. The disputing party shall give the other
party written notice of the Dispute. Within twenty days after receipt of said
notice, the receiving party shall submit to the other a written response. The
notice and response shall include (a) a statement of each party's position and a
summary of the evidence and arguments supporting its position, and (b) the name
and title of the executive who will represent that party. The executives shall
meet at a mutually acceptable time and place within thirty days of the date of
the disputing party's notice and thereafter as often as they reasonably deem
necessary to exchange relevant information and to attempt to resolve the
Dispute. If the matter has not been resolved within sixty days of the disputing
party's notice, or if the party receiving said notice will not meet within
thirty days, the Dispute shall be submitted to arbitration in accordance with
the rules of the American Arbitration Association. The parties further agree
that all matters shall be governed by the laws of the Commonwealth of
Pennsylvania. The parties further agree that any arbitration conducted pursuant
to this section, shall be held in Philadelphia, Pennsylvania before a panel of
three (3) arbitrators, one selected each of the parties and the third select by
the arbitrators selected by the parties. All deadlines specified in this Section
may be extended by mutual agreement.
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11.8 Amendment, Modification and Waiver. The parties may, by mutual agreement,
amend or modify this Agreement in any respect, and Buyer and Seller may: (a)
extend the time for the performance of any of the obligations of the other, (b)
waive any inaccuracies in representations and warranties by the other, (c) waive
compliance by the other with any of the obligations contained in this Agreement,
and (d) waive the fulfillment of any condition precedent to the performance
under this Agreement of the waiving party. Any such amendment, modification,
extension or waiver shall be in writing. The waiver by a party of any breach of
any provision of this Agreement shall not constitute or operate as a waiver of
any other breach of such provision or of any other provision hereof, nor shall
any failure to enforce any provision hereof operate as a waiver of such
provision or of any other provision hereof.
11.9 Governing Law; Consent to Jurisdiction. This Agreement is made pursuant to,
and shall be construed and enforced in accordance with, the laws of the
Commonwealth of Pennsylvania (and United States federal law, to the extent
applicable), irrespective of the principal place of business, residence or
domicile of the parties hereto, and without giving effect to otherwise
applicable principles of conflicts of law. Any of the parties, before or during
the arbitration contemplated by Section 11.7, may apply to a court as set forth
below for a temporary restraining order or preliminary injunction or similar
equitable relief to protect its interests pending completion of such arbitration
proceedings and, in particular, to enforce the provisions of Section 11.7 and to
aid the arbitration contemplated thereby. For this purpose, each party agrees
that suit may be instituted in any federal court in the Eastern District of
Pennsylvania or in Xxxxxxxxxx County state court in the Commonwealth of
Pennsylvania, and each party waives any objection which such party may now or
hereafter have to the laying of the venue of any such action, suit or
proceeding, and irrevocably submits to the jurisdiction of any such court. Any
and all service of process and any other notice in any such action, suit or
proceeding shall be effective against any party if given as provided in Section
11.5 herein. Nothing contained in this Section 11.9, in Section 11.7 or
elsewhere herein, shall be deemed to affect the right of any party to serve
process in any other manner permitted by law or to commence legal proceedings or
otherwise proceed against any other party in any jurisdiction other than
Pennsylvania. Nothing contained herein or in any Transaction Document shall
prevent or delay Buyer, Shareholders or Seller from seeking, in any court of
competent jurisdiction, specific performance or other equitable remedies in the
event of any breach or intended breach by Shareholders, Seller or Buyer of any
of his or its obligations hereunder.
11.10 Section Headings and Defined Terms. The section headings contained herein
are for reference purposes only and shall not in any way affect the meaning and
interpretation of this Agreement. The terms defined herein and in any agreement
executed in connection herewith include the plural as well as the singular and
the singular as well as the plural. Except as otherwise indicated, all
agreements defined herein refer to the same as from time to time amended or
supplemented or the terms thereof waived or modified in accordance herewith and
therewith.
11.11 Severability. The invalidity or unenforceability of any particular
provision, or part of any provision, of this Agreement shall not affect the
other provisions or parts hereof, and this Agreement shall be construed in all
respects as if such invalid or unenforceable provisions or parts were omitted.
11.12 Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original; and any person may become a party
hereto by executing a counterpart hereof, but all of such counterparts together
shall be deemed to be one and the same instrument. It shall not be necessary in
making proof of this Agreement or any counterpart hereof to produce or account
for any of the other counterparts.
11.13 Entire Agreement, etc. This Agreement, together with the Disclosure
Statement and the agreements, Exhibits, Schedules, appendices and certificates
referred to herein or delivered pursuant hereto, constitute the entire agreement
between the parties hereto with respect to the purchase and sale of the
Purchased Assets and supersede all prior agreements and understandings. All
Schedules, Exhibits and appendices attached hereto and referred to herein are
hereby incorporated herein and made a part hereof as if fully set forth herein.
The submission of a draft of this Agreement or portions or summaries thereof
does not constitute an offer to purchase or sell the Purchased Assets, it being
understood and agreed that neither Buyer, Shareholders nor Seller shall be
legally obligated with respect to such a purchase or sale or to any other terms
or conditions set forth in such draft or portion or summary unless and until
this Agreement has been duly executed and delivered by all parties.
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IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Agreement, all as of the date first above written.
BUYER: JUDGE TECHNICAL SERVICES, INC.
By: /s/Xxxxxxx X. Xxxxxxx
-----------------------------
Xxxxxxx X. Xxxxxxx, President
SELLER: TECH STARS, INC.
By: /s/Xxxxx Xxxx
-----------------------------
Xxxxx Xxxx, President
By: /s/Xxxxx Xxxx
-----------------------------
Xxxxx Xxxx, General Manager
TJG: THE JUDGE GROUP, INC.
By: /s/Xxxxxxx X. Xxxxxxx
-----------------------------
Xxxxxxx X. Xxxxxxx, President
SHAREHOLDERS: /s/Xxxxx Xxxx
-----------------------------
Xxxxx Xxxx, individually
/s/Xxxxx Xxxx
-----------------------------
Xxxxx Xxxx, individually
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