EXHIBIT 10.6
ASSET PURCHASE AGREEMENT
Dated November 12, 1996
By and Among
MJH MEDICAL EQUIPMENT, INC.,
XXXXXXX X. XXXXXX
and
LASERMEDICS, INC.
ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT dated as of November 12, 1996 (this
"Agreement"), is by and among LASERMEDICS, INC., a Texas corporation ("Buyer"),
XXXXXXX X. XXXXXX ("Shareholder") and MJH MEDICAL EQUIPMENT, INC., an Ohio
corporation ("Seller").
W I T N E S S E T H:
WHEREAS, Seller is engaged in the business of designing, manufacturing
and distributing certain medical equipment and related materials (the
"Business"); and
WHEREAS, Seller desires to sell substantially all of its assets, and
Buyer desires to acquire such assets, and to assume only such liabilities as are
expressly set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
representations, warranties, covenants and agreements, and subject to the terms
and conditions herein contained, the parties hereto hereby agree as follows:
ARTICLE 1
PURCHASE AND SALE OF ASSETS
1.1 PURCHASE AND SALE OF ASSETS. Subject to the terms and conditions
set forth in this Agreement, Seller hereby agrees to sell, convey, transfer,
assign and deliver to Buyer all of the assets of Seller existing on the date
hereof other than the Excluded Assets (defined below), whether real, personal,
tangible or intangible, including without limitation the following assets of
Seller relating to or used or useful in the operation of the Business (all such
assets being sold hereunder are referred to collectively herein as the
"Assets"):
(a) all tangible personal property of Seller (such as
machinery, equipment, leasehold improvements, furniture and fixtures,
and vehicles), including, without limitation, that which is more fully
described on SCHEDULE 1.1(A) attached hereto but excluding the
Inventories (as defined in Section 1.1(b) hereof) (collectively, the
"Tangible Personal Property");
(b) all of Seller's inventory, including without limitation,
that which is more fully described on SCHEDULE 1.1(B) attached hereto
(collectively, the "Inventories"), subject to changes in the ordinary
course of business since the Balance Sheet Date (as defined in Section
2.1.4 hereof);
(c) all of Seller's accounts receivable and all other rights
of Seller to payment for goods sold or leased or for services rendered
including, without limitation, that which is
more fully described in SCHEDULE 1.1(C) attached hereto (the "Accounts
Receivable"), subject to changes in the ordinary course of business
since the Balance Sheet Date;
(d) all of Seller's intangible assets, including without
limitation, (i) all of Seller's rights to the name "MJH Medical
Equipment, Inc.", (ii) all of Seller's rights to any patents, patent
applications, copyrights, trademarks and service marks (including
registrations and applications therefor), trade names, copyrights,
licenses or sublicenses and written know-how, trade secrets and all
other similar proprietary data and the goodwill associated therewith
(collectively, the "Intellectual Property") used or held in connection
with the Business, including without limitation, that which is more
fully described on SCHEDULE 1.1(D) attached hereto (collectively, the
"Seller's Intellectual Property") and (iii) Seller's phone numbers and
all of its account ledgers, sales and promotional literature, computer
software, books, records, files and data (including customer and
supplier lists), copies of contracts and documents evidencing accounts
and contracts receivable and payable, and all other records of Seller
relating to the Assets or the Business, excluding the corporate minute
books of Seller (collectively, the "Intangibles");
(e) all leases, subleases, contracts, contract rights, and
agreements relating to the Assets or the operation of the Business,
including, but not limited to, that which is more fully described on
SCHEDULE 1.1(E) attached hereto (collectively, the "Contracts");
(f) all of Seller's franchises, approvals, permits, licenses,
orders, registrations, certificates, variances, and similar rights
obtained from governments and governmental agencies relating
principally to all or any of the Assets or to the operation of the
Business, including, but not limited to, that which is more fully
described on SCHEDULE 1.1(F) attached hereto (collectively, the
"Business Licenses");
(g) the goodwill and going concern value of the Business;
(h) all of Seller's backlog of orders for products
manufactured or sold by Seller relating to the Business, which were
accepted by Seller in the ordinary course of business prior to the date
hereof and not invoiced or shipped (or canceled) prior to the date
hereof (collectively, the "Backlog Orders");
(i) all right, title and interest of Seller in and to all
prepaid rentals, other prepaid expenses, bonds, deposits and financial
assurance requirements, and other current assets relating to any of the
Assets or the Business;
(j) all xxxxx cash of Seller kept on hand for use in the
Business; and
(k) all other or additional privileges, rights, interests,
properties and assets of Seller of every kind and description and
wherever located that are used in the Business or intended
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for use in the Business in connection with, or that are necessary for
the continued conduct of, the Business as conducted by Seller prior to
the date hereof.
The Assets shall not include the following (collectively, the "Excluded
Assets"): (i) all assets in possession of Seller but owned by third parties;
(ii) the corporate charter, related organizational documents and minute books of
Seller; and (iii) the cash or other consideration paid or payable by Buyer to
Seller pursuant to Section 1.2 hereof.
1.2 CONSIDERATION FOR ASSETS. As consideration for the sale of the
Assets to Buyer and for the other covenants and agreements of Seller and
Shareholder contained herein, Buyer agrees to:
(a) pay to Seller, on the date hereof, the amount of $20,000
(the "Cash Consideration") in the form of a cashier's check or bank
check or wire transfer to an account designated by Seller;
(b) issue in the name of Seller, in accordance with Section
1.3 hereof, an aggregate of 39,063 shares (the "Buyer Shares") of
Buyer's common stock, par value $.01 per share (the "Common Stock"),
such shares being subject to the terms, conditions and restrictions set
forth in Section 1.3 hereof;
(c) execute and deliver to Seller, on the date hereof, that
certain promissory note of even date herewith in the original principal
amount of $120,101.07 made by Buyer payable to Seller;
(d) assume only those liabilities of Seller listed on SCHEDULE
1.2(D) attached hereto (the "Assumed Liabilities"). Seller shall be
responsible for all other liabilities of Seller (collectively, the
"Retained Liabilities"), including, without limitation, (i) any sales
taxes which are payable as a result of the consummation of the
transactions contemplated hereby, and (ii) all obligations and
liabilities owed by Seller to the Employees (as defined in Section
2.1.24 hereof).
1.3 TERMS, CONDITIONS AND RESTRICTIONS ON THE BUYER SHARES. The Buyer
Shares issued hereunder shall be subject to the following terms, conditions and
restrictions:
(a) Prior to the vesting of the Buyer Shares in accordance with Section
1.3(c) hereof, the Buyer Shares shall be subject to forfeiture in accordance
with Section 1.3(e) hereof and, except as provided below, no transfer of
Seller's rights with respect to such shares, whether voluntary or involuntary,
by operation of law or otherwise, shall vest the transferee with any interest or
right in or with respect to such shares, but immediately upon any attempt to
transfer such rights, such share, and all of the rights related thereto, shall
be forfeited by Seller and the transfer shall be of no force or effect.
Notwithstanding the foregoing, (i) Seller may transfer all, but not less than
all, of the Buyer Shares to Shareholder and/or Xxxxxxx X. Xxxxxxxxx
("Xxxxxxxxx") and (ii) the Buyer Shares shall be transferrable by will or the
laws of descent and distribution.
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(b) Reasonably promptly after the date hereof (and reasonably promptly
after the transfer, if any, of the Buyer Shares from Seller to Shareholder),
Buyer shall cause to be issued two stock certificates, registered in the name of
Seller, one certificate evidencing 19,532 Buyer Shares and the other certificate
evidencing 19,531 Buyer Shares; PROVIDED, HOWEVER, that Buyer shall not cause to
be issued such stock certificates unless it has received a stock power duly
endorsed in blank with respect to such shares. Such stock certificates (and any
replacements thereof) shall bear the following legend:
THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF
STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS,
TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS
AGAINST TRANSFER) CONTAINED IN THAT CERTAIN ASSET PURCHASE
AGREEMENT DATED NOVEMBER 12, 1996 BY AND AMONG MJH MEDICAL
EQUIPMENT, INC., XXXXXXX X. XXXXXX AND LASERMEDICS, INC. A
COPY OF THIS AGREEMENT IS ON FILE IN THE OFFICE OF THE
SECRETARY OF LASERMEDICS, INC., 000 XXXXXXXXXX XXXXXXXXX,
XXXXXXXXX, XXXXX 00000.
Such legend shall not be removed from the certificates evidencing the Buyer
Shares until such shares vest pursuant to the terms of Section 1.3(c) hereof.
The certificates representing the Buyer Shares, together with the stock powers
relating to the Buyer Shares, shall be held by Buyer.
(c) The Buyer Shares are subject to the following vesting schedule:
19,532 shares shall vest on November 12, 1997.
19,531 shares shall vest on November 12, 1998.
(d) Upon the vesting of the Buyer Shares pursuant to Section 1.3(c)
hereof, the restrictions of this Section 1.3 shall cease to apply to such
shares. Reasonably promptly after the Buyer Shares vest pursuant to Section
1.3(c) hereof, Buyer shall cause to be issued and delivered to Seller (or
Shareholder or Xxxxxxxxx, if so transferred), a certificate evidencing that
number of Buyer Shares so vested, free of the legend set forth in Section 1.3(b)
hereof.
(e) In the event of termination of Shareholder's employment with Buyer
pursuant to that certain Employment Agreement of even date herewith by and
between Buyer and Shareholder (the "Employment Agreement") by the Company for
Cause (as such term is defined in the Employment Agreement) or by the Employee
for any reason other than Good Reason (as such term is defined in the Employment
Agreement), all of the Buyer Shares which have not vested pursuant to Section
1.3(c) hereof as of the commencement of business on the date of such termination
shall immediately be forfeited.
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ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF
SELLER AND SHAREHOLDER
2.1 REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDER. Seller
and Shareholder hereby jointly and severally represent and warrant to Buyer as
follows:
2.1.1 ORGANIZATION AND STANDING. Seller is a corporation duly
organized and validly existing under the laws of the State of Ohio and
has full requisite corporate power and authority to carry on its
business as currently conducted, and to own and operate the properties
owned and operated by it. Seller is duly qualified or licensed to do
business and is in good standing as a foreign corporation authorized to
do business in all jurisdictions in which the character of the
properties owned or the nature of the business conducted by it would
make such qualification or licensing necessary, except where the
failure to so qualify or be licensed would not have a material adverse
effect on the Business or the Assets.
2.1.2 AGREEMENT AUTHORIZED AND ENFORCEABLE; NON-INTERFERENCE.
The execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby has been duly and validly
authorized by all necessary corporate or shareholder action on the part
of Seller, and this Agreement is a valid and binding obligation of
Seller and Shareholder, enforceable against each of them in accordance
with its terms, except as may be limited by applicable bankruptcy laws,
insolvency laws and other similar laws affecting the rights of
creditors generally. The execution and delivery of this Agreement by
Seller and Shareholder and the consummation of the transactions
contemplated hereby will not conflict with or result in a violation or
breach of any term or provision of (i) the articles of incorporation,
bylaws or other organizational documents of Seller, (ii) any indenture,
mortgage, deed of trust, credit agreement or other contract or
agreement of any nature whatsoever to which Seller or Shareholder is a
party or by which its or his properties are bound, (iii) any provision
of any law, rule, regulation, order, permit, certificate, writ,
judgment, injunction, decree, determination, award or other decision of
any court, arbitrator or other governmental authority to which Seller
or Shareholder or its or his properties are subject, or (iv) an event
that would permit any party to terminate any Contract.
2.1.3 SUBSIDIARIES. Seller has no subsidiary corporations or
any interest in any other organization, incorporated or unincorporated,
partnership or any other entity of any type.
2.1.4 FINANCIAL STATEMENTS. Seller has delivered to Buyer
copies of (i) Seller's unaudited balance sheet and related statements
of income, retained earnings and cash flows, for Seller's fiscal year
ended December 31, 1995 (collectively, the "Annual Financial
Statements") and (ii) Seller's unaudited balance sheet (the "Interim
Balance Sheet") as at June 30, 1996 (the "Balance Sheet Date") and
Seller's related statements of income, retained
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earnings and cash flows for the six months ended the Balance Sheet Date
(collectively, the "Interim Financial Statements"). The Annual
Financial Statements and the Interim Financial Statements, copies of
which are attached hereto as SCHEDULE 2.1.4, are true, correct and
complete in all material respects and present fairly and fully the
financial condition of Seller as at the dates indicated and the results
of operations for the respective periods indicated, and have been
prepared in accordance with generally accepted accounting principles as
promulgated by the American Institute of Certified Public Accountants
("GAAP") applied on a consistent basis, except as noted therein. The
Interim Financial Statements include all adjustments which are
necessary for a fair presentation of Seller's results for that period.
The accounts receivable reflected in the Interim Balance Sheet, or
which have been thereafter acquired by Seller, have been collected or
are current and collectible within 90 days of the date hereof at the
aggregate recorded amounts thereof. The inventories of Seller reflected
in the Interim Balance Sheet, or which have thereafter been acquired by
it, consist of items of a quality and quantity salable in the normal
course of the Business. The values at which such inventories are
carried are in accordance with GAAP applied on a consistent basis, and
are consistent with the normal inventory level and practices of Seller
with respect to the Business.
2.1.5 LIABILITIES. Seller does not have any liabilities or
obligations, either accrued, absolute, contingent, or otherwise, and
neither Seller nor Shareholder has knowledge of any potential
liabilities or obligations that would adversely affect the value of the
Assets or the conduct of the Business, other than those (i) adequately
reflected or reserved against in the Interim Balance Sheet or (ii)
incurred in the ordinary course of business since the Balance Sheet
Date.
2.1.6 ABSENCE OF CERTAIN CHANGES AND EVENTS. Other than as a
result of the ransactions contemplated by this Agreement, since the
Balance Sheet Date, there has not been:
2.1.6.1 FINANCIAL CHANGE. Any adverse change in the
Assets, the Business or the financial condition, operations,
liabilities or prospects of Seller;
2.1.6.2 PROPERTY DAMAGE. Any damage, destruction, or
loss to the Assets or the Business (whether or not covered by
insurance);
2.1.6.3 WAIVER. Any waiver or release of a material
right of or claim held by Seller;
2.1.6.4 CHANGE IN ASSETS. Any acquisition,
disposition, transfer, encumbrance, mortgage, pledge or other
encumbrance of any asset of Seller other than in the ordinary
course of business;
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2.1.6.5 LABOR DISPUTES. Any labor dispute between
Seller and the Employees; or
2.1.6.6 OTHER CHANGES. Any other event or condition
known to Seller or Shareholder that particularly pertains to
and has or might have an adverse effect on the Assets, the
operations of the Business or the financial condition or
prospects of Seller.
2.1.7 TAXES. Proper and accurate federal, state and local
income, sales, use, franchise, gross revenue, turnover, excise,
payroll, property, employment, customs duties and any and all other tax
returns, reports, and estimates have been filed with appropriate
governmental agencies, domestic and foreign, by Seller for each period
for which any returns, reports, or estimates were due. All taxes shown
by such returns to be payable have been paid. All sales taxes have been
properly collected and accounted for through the date hereof by Seller,
and Seller has made all required deposits of such taxes with all taxing
authorities. The tax provision reflected in the Interim Financial
Statements is adequate to cover liabilities of Seller at the date
thereof for all taxes of any character whatsoever applicable to Seller,
the Assets or the Business. No waiver of any statute of limitations
executed by Seller with respect to federal or state income or any other
tax is in effect for any period. No deficiencies for any taxes have
been proposed, asserted or assessed against Seller, and no requests or
waivers of the time to assess any such tax are pending. The federal
income tax returns of Seller have never been audited by the Internal
Revenue Service. No audit of any federal or state or other tax return
of Seller is presently in process nor has an appointment for or notice
of any such audit been requested or given by any taxing authority.
2.1.8 TITLE TO ASSETS. Seller has and will convey to Buyer
good and marketable title to the Assets, free and clear of any
Encumbrance (defined below) except liens for current taxes not yet due
and payable and except as set forth in SCHEDULE 2.1.8 attached hereto.
Seller is in possession of all property leased to it from others. The
Assets constitute all of the material property, whether real, personal,
mixed, tangible or intangible, that is used in the Business by Seller
and that is necessary for the continued conduct of the Business as
conducted by Seller prior to the date hereof. The term "Encumbrance"
shall mean all restrictions or conditions to transfer or assignment,
mortgages, deeds of trust, liens, security interests, pledges, claims,
rights of first refusal, options, charges, liabilities, obligations,
privileges, equities, easements, rights-of-way, limitations,
reservations, restrictions and other encumbrances of any kind or
nature. SCHEDULE 2.1.8 attached hereto contains a description of all of
the personal property leased pursuant to the Contracts, which are the
only assets used in the conduct of the Business which are not owned by
Seller.
2.1.9 CONTRACTS. SCHEDULE 1.1(E) attached hereto and
incorporated herein by reference lists all of the material contracts,
agreements, and other written arrangements to which Seller is a party,
or by which Seller or the Assets are bound pertaining to the Business.
Each of the Contracts is valid and in full force and effect. There has
not been any default by
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Seller, or to Seller's or Shareholder's knowledge, any other party to
any of the Contracts, or any event that with notice or lapse of time or
both, would constitute a default by Seller, or to Seller's or
Shareholder's knowledge, any other party to any of the Contracts.
Neither Seller nor Shareholder has received notice that any party to
any of the Contracts intends to cancel or terminate any of the
Contracts or exercise or not exercise any options that they might have
under any of the Contracts. Except as provided in SCHEDULE 1.1(E)
attached hereto, all Contracts are assignable in full to Buyer without
the consent of any of the other parties thereto.
2.1.10 TANGIBLE PERSONAL PROPERTY AND INVENTORIES. SCHEDULE
1.1(A) attached hereto constitutes an accurate list of all of the
material personal property as of the Balance Sheet Date prepared by
Seller based on perpetual records and cycle counts which is owned by,
leased by, in the lawful possession of, or used by Seller in connection
with the ownership and operation of the Business. Except as disclosed
on SCHEDULE 2.1.8 attached hereto, no material Tangible Personal
Property (i) is held under any lease, security agreement, conditional
sales contract, or other title retention or security arrangement, or
(ii) is located other than in the possession of Seller. To Seller's or
Shareholder's knowledge, all items of raw materials, work in process
and finished goods included in the Inventories, consist of items of a
quality and quantity useable and saleable in the ordinary course of
business by Seller, except for obsolete and slow moving items and items
below standard quality, all of which have been written down on the
books of Seller to net realizable market value or have been provided
for by adequate reserves on the Interim Balance Sheet. No materials
items included in the Inventories have been pledged as collateral or
are held by Seller on consignment from others. The Inventories are
valued at the lower of cost (determined on a first-in, first-out basis)
or market value and on a basis consistent with that of prior years.
2.1.11 BUSINESS LICENSES. SCHEDULE 1.1(F) attached hereto, is
a schedule of all material Business Licenses owned by Seller or in
which Seller has any rights or licenses in connection with the
Business, together with a brief description of each. Seller owns or
holds adequate licenses or other rights to use all licenses necessary
for the Business as now conducted by Seller. Seller is in compliance in
all material respects with the terms of the Business Licenses. None of
the Business Licenses have been, or to the knowledge of Seller or
Shareholder, are threatened to be, revoked, canceled, suspended or
modified.
2.1.12 INTELLECTUAL PROPERTY. SCHEDULE 1.1(D) attached hereto
constitutes an accurate list of all of the material Intellectual
Property owned by Seller. Seller owns or possesses licenses to use all
Intellectual Property that is material to or necessary for the
continued conduct of the Business. The Seller's Intellectual Property
is owned or licensed by Seller free and clear of any Encumbrance.
Seller has not granted to any other person any license to use any of
the Seller's Intellectual Property. Use of the Seller's Intellectual
Property will not, and the conduct of the Business prior to the date
hereof did not, infringe, misappropriate or conflict with the
intellectual property rights of others. Neither Seller nor Shareholder
has received any notice of infringement, misappropriation, or conflict
with the intellectual
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property rights of others in connection with the use by Seller of the
Seller's Intellectual Property.
2.1.13 LITIGATION. There is no suit, action, or legal,
administrative, arbitration, or other proceeding or governmental
investigation pending or, to the knowledge of Seller or Shareholder,
threatened to which Seller is a party or, to the knowledge of Seller or
Shareholder, might become a party or which particularly affects Seller,
the Assets or the Business. There are no changes in the zoning or
building ordinances directly affecting the leasehold interests of
Seller, pending or threatened.
2.1.14 ENVIRONMENTAL MATTERS. None of the current or past
operations of the Business or the Assets is being or has been conducted
or used in such a manner as to constitute a violation of any Applicable
Environmental Laws (defined below). Neither Seller nor Shareholder has
received any notice (whether formal or informal, written or oral) from
any entity, governmental agency or individual regarding any existing,
pending or threatened investigation or inquiry related to violations of
any Applicable Environmental Laws or regarding any claims for remedial
obligations or contribution for removal costs or damages under any
Applicable Environmental Laws. There are no writs, injunction decrees,
orders or judgments outstanding, or lawsuits, claims, proceedings or
investigations pending or, to Seller's or Shareholder's knowledge,
threatened relating to the ownership, use, maintenance or operation of
the Assets or the conduct of the Business, nor, to Seller's or
Shareholder's knowledge, is there any basis for any of the foregoing.
Buyer is not required to obtain any permits, licenses or similar
authorizations pursuant to any Applicable Environmental Laws in effect
as of the date hereof to operate and use any of the Assets for their
current or proposed purposes and uses or to otherwise conduct the
Business. To Seller's or Shareholder's knowledge, the Assets include
all environmental and pollution control equipment necessary for
compliance with all Applicable Environmental Laws. No Hazardous
Materials (defined below) have been or are currently being used by
Seller in its operations. No Hazardous Materials are or have ever been
situated on or under Seller's properties, whether owned or leased, or
incorporated into any of the Assets. To Seller's or Shareholder's
knowledge, there are no, and there have never been any, underground
storage tanks (as defined under Applicable Environmental Laws) located
under Seller's properties, whether owned or leased. The term
"Applicable Environmental Laws" means any applicable federal, state or
local law, statute, ordinance, rule, regulation, order or notice
requirement pertaining to human health, the environment, or to the
storage, treatment, discharge, release or disposal of hazardous wastes
or hazardous substances, including, without limitation (i) the
Comprehensive Environmental Response, Compensation and Liability Act of
1980 (42 U.S.C. ss.ss.9601 ET SEQ.), as amended from time to time,
including, without limitation, as amended pursuant to the Superfund
Amendments and Reauthorization Act of 1986 ("CERCLA"), and regulations
promulgated thereunder, (ii) the Resources Conservation and Recovery
Act of 1976 (42 U.S.C. ss.ss.6901 ET SEQ.), as amended from time to
time ("RCRA"), and regulations promulgated thereunder, (iii) the
Federal Water Pollution Control Act (U.S.C.A. ss.9601 ET SEQ.), as
amended, and regulations promulgated thereunder, and (iv) any
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applicable state laws or regulations relating to the environment. The
term "Hazardous Materials" means (x) asbestos, polychlorinated
biphenyls, urea formaldehyde, lead based paint, radon gas, petroleum,
oil, solid waste, pollutants and contaminants, and (y) any chemicals,
materials, wastes or substances that are defined, regulated, determined
or identified as toxic or hazardous in any Applicable Environmental
Laws, including, but not limited to, substances defined as "hazardous
substances," "hazardous materials," or "hazardous waste" in CERCLA,
RCRA, the Hazardous Materials Transportation Act (49 U.S.C. ss. 1801,
ET SEQ.), or comparable state and local statutes or in the regulations
adopted and publications promulgated pursuant to said statutes.
2.1.15 COMPLIANCE WITH OTHER LAWS. Seller is not in violation
of or in default with respect to, or in alleged violation of or alleged
default with respect to, any other applicable law or any applicable
rule, regulation, or any writ or decree of any court or any
governmental commission, board, bureau, agency, or instrumentality, and
Seller is not delinquent with respect to any report required to be
filed with any governmental commission, board, bureau, agency or
instrumentality.
2.1.16 EMPLOYMENT PRACTICES. There are no labor or employment
disputes or controversies pending or, to Seller's or Shareholder's
knowledge, threatened against Seller or any of the Employees, and
Seller has not taken or failed to take any action which action or
omission would provide a reasonable basis for any such controversy. To
Seller's or Shareholder's knowledge, after due inquiry, there are no
organizational efforts presently being made or threatened by or on
behalf of any labor union with respect to any Employees. Seller has
complied with all requirements under the Occupational Safety and Health
Act, all laws, rules and regulations with respect to worker's
compensation insurance or, if applicable, all requirements relating to
obtaining "non-subscriber status" thereunder, and all other laws
relating to the employment of labor, including, without limitation,
laws relating to equal employment opportunity and employment
discrimination, employment of illegal aliens or undocumented or
ineligible workers, wages, hours, collective bargaining and the
collection or payment of social security and withholding taxes, or
both, and similar taxes. Seller is not liable for any arrearage of
wages or any taxes or penalties for failure to comply with any of the
foregoing. Seller does not have any employment contracts, collective
bargaining agreements, pension, bonus, or profit sharing plans
providing for employee remuneration or benefits with respect to the
Employees that by their terms or by law will become binding upon or the
obligations of Buyer. Seller is in compliance with, and will remain in
compliance with all of its obligations under such agreements or other
arrangements following the date hereof.
2.1.17 FINDER'S FEE. No person, organization or entity
representing Seller or Shareholder is due any finder's fee, or similar
consideration, as a result of this Agreement or the transactions
contemplated hereby.
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2.1.18 COMPLIANCE WITH ERISA. SCHEDULE 2.1.18 attached hereto
sets forth a list of all "employee benefit plans" within the meaning of
Section 3(3) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), that are maintained or sponsored by Seller for the
benefit of any Employee (the "Plans"). Each Plan is in full force and
effect, and neither Seller nor, to Seller's or Shareholder's knowledge,
any other party is in default under such Plan. To Seller's or
Shareholder's knowledge, there have been no claims of default, and
there are no facts or conditions which if continued, or on notice, will
result in a default under any Plan. No Plan will, by its terms or under
applicable law, become binding upon or become an obligation of Buyer.
No assets of or liabilities under the Plan shall be transferred to
Buyer or to any plan of Buyer.
2.1.19 NECESSARY CONSENTS. Seller and Shareholder have
obtained and delivered to Buyer all consents to assignment or waivers
thereof required to be obtained from any governmental authority or from
any other third party in order to validly transfer the Assets
hereunder, including without limitation, the assignment of the
Contracts and Business Licenses and the transfer of the Intangibles.
2.1.20 CUSTOMERS. SCHEDULE 2.1.20 attached hereto constitutes
a complete and accurate list of the names of substantially all
customers of the Business. Neither Seller nor Shareholder has any
information, nor is Seller or Shareholder aware of any facts,
indicating that any of these customers intend to cease being customers
of the Business as conducted by Buyer on and after the date hereof.
2.1.21 INSURANCE POLICIES. Seller has maintained and now
maintains (i) insurance on all the Assets and the Business of a type
customarily insured, covering property damage and loss of income by
fire or other casualty, and (ii) insurance protection against all
liabilities, claims and risks against which it is customary to insure.
2.1.22 INVESTMENT REPRESENTATIONS. Each of Seller and
Shareholder acknowledges, represents and agrees that:
(a) the Buyer Shares to be issued in accordance with Article 1
hereof have not been and will not be registered under the Securities
Act of 1933, as amended (the "Securities Act"), or registered or
qualified under any applicable state securities laws;
(b) the Buyer Shares to be issued in accordance with Article 1
hereof will be issued in reliance upon exemptions from such
registration or qualification requirements, and the availability of
such exemptions depends in part upon Seller's and Shareholder's bona
fide investment intent with respect to the Buyer Shares.
(c) its or his acquisition of the Buyer Shares will be solely
for its or his own account for investment, and it or he is not
acquiring the Buyer Shares for the account of any
11
other person or with a view toward resale, assignment,
fractionalization, or distribution thereof;
(d) it or he shall not offer for sale, sell, transfer, pledge,
hypothecate or otherwise dispose of any of the Buyer Shares except in
accordance with Section 1.3(a) hereof and the registration requirements
of the Securities Act and applicable state securities laws or upon
delivery to Buyer of an opinion of legal counsel reasonably
satisfactory to Buyer that an exemption from registration is available;
(e) it or he has such knowledge and experience in financial
and business matters that he is capable of evaluating the merits and
risks of an investment in the Buyer Shares, and to make an informed
investment decision;
(f) it or he has had the opportunity to ask questions of, and
receive answers from Buyer's officers and directors concerning the
acquisition of the Buyer Shares and to obtain such other information
concerning Buyer and the Buyer Shares, to the extent they possessed the
same or could acquire it without unreasonable effort or expense, as it
or he deemed necessary in connection with making an informed investment
decision;
(g) since the Buyer Shares have not been registered under the
Securities Act or applicable state securities laws and as a result of
the restrictions imposed by Section 1.3 hereof, it or he must bear the
economic risk of holding the Buyer Shares for an indefinite period of
time, and is capable of bearing such risk; and
(h) in addition to the legend specified in Section 1.3(b)
hereof and any other legends required by law or the other agreements
entered into in connection herewith, each certificate evidencing the
Buyer Shares will bear a conspicuous restrictive legend substantially
as follows:
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED ("ACT"), OR UNDER ANY APPLICABLE
STATE SECURITIES LAWS, AND THEY CANNOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE HYPOTHECATED EXCEPT IN ACCORDANCE
WITH THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH OTHER STATE LAWS
OR UPON DELIVERY TO THIS CORPORATION OF AN OPINION OF LEGAL COUNSEL
SATISFACTORY TO THE CORPORATION THAT AN EXEMPTION FROM REGISTRATION IS
AVAILABLE.
2.1.23 SOLVENCY. Neither Seller nor Shareholder is now
insolvent, nor will Seller or Shareholder be rendered insolvent by the
occurrence of the transactions contemplated by this Agreement. The term
"insolvent" means, for any person or entity, that the sum of the
present fair saleable value of its assets does not and/or will not
exceed its debts and other probable
12
liabilities, and (y) the term "debts" includes any legal liability,
whether matured or unmatured, liquidated or unliquidated, absolute,
fixed or contingent, disputed or undisputed or secured or unsecured.
2.1.24 EMPLOYEES. SCHEDULE 2.1.24 attached hereto, designates
a list of all employees of Seller as of the date hereof (the
"Employees"), all of whom will be terminated by Seller on the date
hereof, and their current salary or wage rate.
2.1.25 UNTRUE STATEMENTS. This Agreement, and the schedules
hereto, do not include any untrue statement of a material fact or omit
to state any material fact necessary to make the statements made herein
and therein not misleading. Copies of all documents furnished to Buyer
in connection with this Agreement or pursuant hereto are or will be
true and complete in all material respects. There are no facts, the
existence of which could or will materially adversely affect the Assets
or Buyer's future conduct of the Business.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF BUYER
3.1 REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and
warrants to Seller and Shareholder as follows:
3.1.1 ORGANIZATION AND STANDING. Buyer is a corporation duly
organized and validly existing under the laws of the State of Texas and
has full requisite corporate power and authority to carry on its
business as currently conducted, and to own and operate the properties
owned and operated by it. Buyer is duly qualified or licensed to do
business and is in good standing as a foreign corporation authorized to
do business in all jurisdictions in which the character of the
properties owned or the nature of the business conducted by it would
make such qualification or licensing necessary, except where the
failure to so qualify or be licensed would not have a material adverse
effect on Buyer.
3.1.2 AGREEMENT AUTHORIZED AND ENFORCEABLE. The execution and
delivery of this Agreement and the consummation of the transactions
contemplated hereby have been duly and validly authorized by all
necessary corporate action on the part of Buyer. This Agreement
constitutes the valid and binding obligation of Buyer, enforceable
against Buyer in accordance with its terms, except as may be limited by
applicable bankruptcy laws, insolvency laws and other similar laws
affecting the rights of creditors generally.
3.1.3 FINDER'S FEE. No person, organization or entity
representing Buyer is due any finder's fee, or similar consideration,
as a result of this Agreement or the transactions contemplated hereby.
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ARTICLE 4
ADDITIONAL AGREEMENTS
4.1 COVENANTS NOT TO COMPETE. For the two-year period beginning on the
date hereof (the "Non-Compete Term"), each of Seller and Shareholder shall not
(and shall cause its or his Affiliates (defined below) not to) directly or
indirectly, for itself or himself or on behalf of any other person, corporation,
firm, partnership, association or any other entity (whether as an individual,
agent, servant, employee, employer, officer, director, shareholder, investor,
lender, financier, principal, consultant or in any other capacity) (i) engage or
participate in any Competing Business (defined below) anywhere within the
Restricted Territory (defined below); (ii) induce any customers of Buyer or its
Affiliates to patronize any Competing Business; (iii) canvass, solicit or accept
any Competing Business from any customer of Buyer or its Affiliates unless
directed to do so by Buyer; (iv) request or advise any customers of Buyer or its
Affiliates to withdraw, curtail or cancel such customer's business with respect
to any Competing Business; or (v) disclose to any other person, firm or
corporation engaged in any Competing Business the names or addresses of any of
the customers of Buyer or its Affiliates. The term "Competing Business" means
the business of manufacturing, selling and/or leasing medical products, supplies
and equipment of any type. The term "Restricted Territory" means the geographic
areas where Buyer conducts the Business during the Non-Compete Term. The term
"Affiliate" shall have the meaning ascribed thereto in Rule 144 under the
Securities Act. The parties hereto acknowledge and agree that (i) the agreements
and covenants set forth in this Section 4.1 are being made for good and valuable
consideration, the receipt and sufficiency of which is acknowledged; (ii) the
covenants contained in this Section 4.1 are an important aspect of this
Agreement, and Buyer would not have entered into this Agreement absent the
inclusion of this Section 4.1; and (iii) the restrictions imposed in this
Section 4.1, including the geographic area and duration of the covenants made
herein, are reasonable and necessary to protect Buyer. If Seller, Shareholder or
their Affiliates breach or indicate an intention to breach any term or provision
of this Section 4.1, the parties hereto agree that Buyer shall be entitled to
the right of both temporary and permanent injunctive relief and/or specific
performance. The right of Buyer to such relief shall not be construed to prevent
Buyer from pursuing, either consecutively or concurrently, any and all other
legal or equitable remedies available to it for such breach or threatened
breach, specifically including, without limitation, the recovery of monetary
damages. If any court determines that any provision of this Section 4.1, or any
part thereof, is unenforceable because of the duration or geographic scope of
such provision, the parties hereto agree that such court shall have the power to
reduce the duration or geographic scope of such provision, as the case may be,
and the parties hereto agree to request the court to exercise such power, and,
in its amended form, such provision shall then be enforceable and shall be
enforced.
4.2 REFERRALS; NON-SOLICITATION. During the Non-Compete Term, each of
Seller and Shareholder shall (and shall cause its or his Affiliates to)
immediately submit or refer to Buyer all inquiries or bid requests received by
them from customers regarding any Competing Business to be conducted in the
Restricted Territory. During the Non-Compete Term, each of Seller and
Shareholder shall not (and shall cause its or his Affiliates not to) directly or
indirectly, induce or
14
attempt to influence any employee of Buyer or any of its Affiliates to terminate
his/her employment or to hire any such employee, whether or not so induced or
influenced.
4.3 HIRING EMPLOYEES. Effective as of the date hereof, all of the
Employees shall be terminated by Seller. Buyer may, but shall be under no
obligation to, hire any or all of the Employees. Buyer shall have no liability
or obligation with respect to any employee benefits of any Employee except those
benefits that accrue pursuant to such Employee's employment with Buyer on or
after the date hereof. Seller shall cooperate with Buyer in connection with any
offer of employment from Buyer to the Employees, and use its best efforts to
cause the acceptance of any and all such offers. All Employees hired by Buyer
shall be at-will employees of Buyer.
4.4 RELATIONS WITH CUSTOMERS AND SUPPLIERS. For the Non-Compete Term,
each of Seller and Shareholder agrees to use its or his best efforts to assist
Buyer in maintaining the goodwill and business relationships of the suppliers
and customers of Seller prior to the date hereof.
4.5 ALLOCATION OF PURCHASE PRICE. The parties hereto agree to allocate
the purchase price paid by Buyer for the Assets hereunder in a manner mutually
agreeable to all parties hereto, such mutual agreement to be reached by
negotiations among the parties to be held in good faith at all times. The
parties hereto shall report this transaction for federal income tax purposes in
accordance with the allocation so agreed upon. The parties hereto for themselves
and for their respective successors and assigns covenant and agree that they
will file coordinating Form 8594's in accordance with Section 1060 of the
Internal Revenue Code of 1986, as amended, with their respective income tax
returns for the taxable year that includes the date hereof.
4.6 NAME CHANGE. Seller and Shareholder shall, within ten (10) days
from the date hereof, caused to be filed (i) with the Secretary of State of Ohio
an amendment to its charter to change the name of Seller from "MJH Medical
Equipment, Inc." to a name that is not similar to such name, and (ii) with the
appropriate authorities of other states such documents as are required to effect
such name change, including without limitation, amendments or withdrawals of
certificates of authority to do business and assumed name filings. Seller and
Shareholder shall, within five (5) days from the date of receipt of confirmation
of such filings from the applicable state authorities, cause to be delivered to
Buyer copies of all such confirmations.
4.7 FURTHER ASSURANCES. On and after the date hereof, each of the
parties hereto shall take all appropriate action and execute all documents of
any kind which may be reasonably necessary or desirable to carry out the
transactions contemplated hereby. Seller or Shareholder, as appropriate, at any
time on or after the date hereof, will execute, acknowledge and deliver any
further bills of sale, assignments and other assurances, documents and
instruments of transfer, reasonably requested by Buyer, and will take any other
action consistent with the terms of this Agreement that may be reasonably be
requested by Buyer, for the purpose of assigning and confirming to Buyer, all of
the Assets.
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ARTICLE 5
INDEMNIFICATION
5.1 INDEMNIFICATION BY SELLER. In addition to any other remedies
available to Buyer under this Agreement, or at law or in equity, each of Seller
and Shareholder shall jointly and severally indemnify, defend and hold harmless
Buyer, and its officers, directors, employees, agents and shareholders, against
and with respect to any and all claims, costs, damages, losses, expenses,
obligations, liabilities, recoveries, suits, causes of action and deficiencies,
including interest, penalties and reasonable attorneys' fees and expenses
(collectively, the "Damages") that such indemnitees shall incur or suffer, which
arise, result from or relate to (i) any breach of, or failure by Seller or
Shareholder to perform, any of its or his respective representations,
warranties, covenants or agreements in this Agreement or in any schedule,
certificate, exhibit or other instrument furnished to Buyer by Seller or
Shareholder under this Agreement or (ii) the Retained Liabilities.
5.2 INDEMNIFICATION BY BUYER. In addition to any other remedies
available to Seller and Shareholder under this Agreement, or at law or in
equity, Buyer shall indemnify, defend and hold harmless each of Seller and
Shareholder and its or his officers, directors, employees, agents and
shareholders against and with respect to any and all Damages that such
indemnitees shall incur or suffer, which arise, result from or relate to any
breach of, or failure by Buyer to perform, any of its representations,
warranties, covenants or agreements in this Agreement or in any schedule,
certificate, exhibit or other instrument furnished or to be furnished by or on
behalf of Buyer under this Agreement.
5.3 INDEMNIFICATION PROCEDURE. In the event that any party hereto
discovers or otherwise becomes aware of an indemnification claim arising under
Section 5.1 or Section 5.2 of this Agreement, such indemnified party shall give
written notice to the indemnifying party, specifying such claim, and may
thereafter exercise any remedies available to such party under this Agreement;
PROVIDED, HOWEVER, that the failure of any indemnified party to give notice as
provided herein shall not relieve the indemnifying party of any obligations
hereunder, to the extent the indemnifying party is not materially prejudiced
thereby. Further, promptly after receipt by an indemnified party hereunder of
written notice of the commencement of any action or proceeding with respect to
which a claim for indemnification may be made pursuant to this Article 5, such
indemnified party shall, if a claim in respect thereof is to be made against any
indemnifying party, give written notice to the latter of the commencement of
such action; PROVIDED, HOWEVER, that the failure of any indemnified party to
give notice as provided herein shall not relieve the indemnifying party of any
obligations hereunder, to the extent the indemnifying party is not materially
prejudiced thereby. In case any such action is brought against an indemnified
party, the indemnifying party shall be entitled to participate in and to assume
the defense thereof, jointly with any other indemnifying party similarly
notified, to the extent that it may wish, with counsel reasonably satisfactory
to such indemnified party, and after such notice from the indemnifying party to
such indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party for any legal
or other expenses subsequently incurred by the latter in connection with the
defense
16
thereof unless the indemnifying party has failed to assume the defense of such
claim and to employ counsel reasonably satisfactory to such indemnified person.
An indemnifying party who elects not to assume the defense of a claim shall not
be liable for the fees and expenses of more than one counsel in any single
jurisdiction for all parties indemnified by such indemnifying party with respect
to such claim or with respect to claims separate but similar or related in the
same jurisdiction arising out of the same general allegations. Notwithstanding
any of the foregoing to the contrary, the indemnified party will be entitled to
select its own counsel and assume the defense of any action brought against it
if the indemnifying party fails to select counsel reasonably satisfactory to the
indemnified party, the expenses of such defense to be paid by the indemnifying
party. No indemnifying party shall consent to entry of any judgment or enter
into any settlement with respect to a claim without the consent of the
indemnified party, which consent shall not be unreasonably withheld, or unless
such judgment or settlement includes as an unconditional term thereof the giving
by the claimant or plaintiff to such indemnified party of a release from all
liability with respect to such claim. No indemnified party shall consent to
entry of any judgment or enter into any settlement of any such action, the
defense of which has been assumed by an indemnifying party, without the consent
of such indemnifying party, which consent shall not be unreasonably withheld.
5.4 OFFSET. The parties hereto agree that if Buyer shall incur any
Damages for which it is entitled to indemnification by Seller or Shareholder
pursuant to the terms of this Agreement, Buyer shall have the right to offset
any payments due or to be due under the terms of this Agreement or any other
agreement executed in connection herewith, by the amount of the Damages,
including the right to reduce the number of Buyer Shares to be issued in
accordance with Article 1 hereof. Such right of offset shall not be considered
an exclusive remedy, it being agreed that Buyer shall also be entitled to
exercise any other remedies available to it at law or in equity, including,
without limitation, the indemnification rights set forth in this Article 5. In
the event of an offset by Buyer as a result of any account receivable of Seller
not being collected within 90 days in breach of the representation of Seller and
Shareholder in Section 2.1.4 hereof, upon any such offset, Buyer shall assign to
Seller the account receivable subject to offset, and Seller shall thereafter
have the right to take any reasonable action to collect such account receivable.
In the event of an offset by Buyer as a result of any inventory of Seller being
unsalable in the normal course of business in breach of the representations of
Seller and Shareholder in Sections 2.1.4 and 2.1.10 hereof, upon any such
offset, Buyer shall convey and transfer to Seller title to such inventory
subject to offset.
ARTICLE 6
MISCELLANEOUS
6.1 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. All
representations, warranties, covenants and agreements made by the parties hereto
shall survive indefinitely without limitation, notwithstanding any investigation
made by or on behalf of any of the parties hereto. All statements contained in
any certificate, schedule, exhibit or other instrument delivered pursuant to
this Agreement shall be deemed to have been representations and warranties by
the respective party
17
or parties, as the case may be, and shall also survive without limitation
despite any investigation made by any party hereto or on its behalf.
6.2 NOTICES. All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given if served personally on the party entitled thereto to whom notice is to be
given, or if mailed to the party entitled thereto to whom notice is to be given,
by first-class mail, registered or certified, postage prepaid, addressed as
follows (or such other address as the party entitled thereto may have prior
thereto specified by notice given as contemplated in this Section):
If to Seller: Xxxxxxx X. Xxxxxx
0000 Xxxxxxx Xxxxx
Xxxxxxxxx, Xxxx 00000
With copy to: Xxxxxx X. Xxxxxxx
0000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx Xxxxx, Xxxx 00000
If to Buyer: Lasermedics, Inc.
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxx Xxxx, Xxxxx 00000
Attn: Xxxxxxx X. Xxxxxxx
With copy to: Xxxxxx & Xxxxxx, L.L.P.
000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attn: Xxxxxx X. Xxxxx
but if mailed or telefaxed, the same shall not be deemed effective unless and
until actually received by the party entitled thereto.
6.3 COUNTERPARTS. This Agreement may be executed in any number of
counterparts and each such counterpart shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one and the
same instrument.
6.4 AMENDMENTS AND WAIVERS. This Agreement may be amended, modified, or
superseded only by written instrument executed by each party hereto. Any waiver
of the terms, provisions, covenants, representations, warranties, or conditions
hereof shall be made only by a written instrument executed and delivered by an
authorized officer of such party. The failure of any party at any time or times
to require performance of any provision hereof shall in no manner affect the
right to enforce the same. No waiver by any party of any condition, or of the
breach of any term, provision, covenant, representation, or warranty contained
in this Agreement in one or more instances shall be deemed to be or construed as
a further or continuing waiver of any such condition
18
or breach or a waiver of any other condition or the breach of any other term,
provision, covenant, representation, or warranty.
6.5 ENTIRE AGREEMENT; CONFLICTS. This Agreement (including the
schedules and exhibits hereto, all of which are by this reference fully
incorporated into this Agreement) and the documents and materials expressly
referred to in schedules or exhibits hereto sets forth the entire Agreement and
understanding of the parties with respect to the transactions contemplated
hereby and supersedes all prior agreements, arrangements, and understandings
relating to the subject matter hereof. In the event of any conflict or
inconsistency between the provisions of this Agreement and the contents or
provisions of any schedule or exhibit hereto, the provisions of this Agreement
shall be deemed controlling.
6.6 SUCCESSORS AND ASSIGNS. All of the terms, provisions, covenants,
representations, warranties, and conditions of this Agreement shall be binding
on and shall inure to the benefit of and be enforceable by the parties hereto
and their respective successors, but this Agreement and the rights and
obligations hereunder shall not be assignable or delegable by any party, except
as otherwise provided in this Agreement.
6.7 APPLICABLE LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Ohio without regard to the laws
which would otherwise apply by application of Ohio's internal principles of
conflicts of law.
6.8 SEVERABILITY. If any term, provision, covenant, or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void,
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions shall remain in full force and effect and shall in no way be
affected, impaired or invalidated. It is hereby stipulated and declared to be
the intention of the parties that they would have executed this Agreement had
the terms, provisions, covenants and re strictions which may be hereafter
declared invalid, void, or unenforceable not initially been included herein.
6.9 HEADINGS AND CAPTIONS. The headings and captions contained in this
Agreement are solely for convenient reference and shall not be deemed to affect
the meaning or interpretation of any article, section, or paragraph hereof.
6.10 SUCCESSOR LAWS. Reference made herein to any law or statute shall
include reference to any future law amending or superseding such law or statute
and to any future laws applicable to the same subject matter.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties to this Agreement have duly executed
this Agreement on and as of the date first above written.
BUYER:
LASERMEDICS, INC.
By: /S/ XXXXXXX X. XXXXXXX
Xxxxxxx X. Xxxxxxx, President
SELLER:
MJH MEDICAL EQUIPMENT, INC.
By: /S/ XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx, President
SHAREHOLDER:
/S/ XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx
20
