STOCK PURCHASE AGREEMENT
------------------------
STOCK PURCHASE AGREEMENT, dated as of May 24, 2001 by and between
HALTER CAPITAL CORPORATION a company incorporated under the laws of the state of
Texas, having an office and address at 0000 Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx,
XX 00000 ("Purchaser"), X. X. Xxxxx an individual with an address at 0000
Xxxxxxxx Xxxxx, Xxxxx, XX 00000, Xxxx X. Xxxxxxx Living Trust UTA 11/13/1996
with an address at 00000 Xxxx Xxxx Xxxxx, Xxxxxxxxxx Xxxxx, XX 00000, Xxxx
Xxxxxxx & Xxxxxxxx Xxxxxxx as Joint Tennants with an address at 000 Xxxxxxxxx
Xxxx, Xxxxxxx, XX 00000, collectively referred to as ("Seller") and XXXXX
EDUCATION SYSTEMS, INC. a company incorporated under the laws of Delaware,
having an office and address at 00000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000
("Company").
W I T N E S S E T H
WHEREAS, Seller desires to sell to Purchaser 1,687,178 shares of the
Company's common stock ("Shares"), representing approximately 50.5% of the
Company's issued and outstanding shares in the common stock of the Company, on
the terms and condition set forth in this Stock Purchase Agreement
("Agreement"), and
WHEREAS, Purchasers desire to buy the Shares on the terms and
conditions set forth herein, and
WHEREAS the Company joins in the execution of this Agreement for the
purpose of evidencing its consent to the consummation of the foregoing
transaction and for the purpose of making certain representations and warranties
to and covenants and agreement with the Purchaser.
NOW THEREFORE, in consideration of the promises and respective mutual
agreements herein contained, it is agreed by and between the parties hereto as
follows.
ARTICLE I
SALE AND PURCHASE OF THE SHARES
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1.1 Sale of the Shares. Upon the execution of this Agreement, subject to
the terms and conditions herein set forth, on the basis of the
representations, warranties and agreements herein contained, Seller
shall deliver the Shares to Purchaser who shall purchase the Shares
from Seller.
1.2 Instruments of conveyance and Transfer. At the Closing, Seller shall
deliver a certificate or certificates representing the Shares to
Purchaser, in form and substance satisfactory to Purchase
("Certificates"), as shall be effective to vest in Purchaser all right,
title and interest in and to all of the Shares.
1.3 Consideration and Payment for the Shares . In consideration for the
Shares, Purchaser shall pay to Seller the Purchase price of One Hundred
Twenty Three Thousand Seven Hundred Sixty One dollars and Fifty cents
($123,761.50) Dollars in U.S. currency ("Purchase Price"). The Purchase
Price shall be payable only upon Closing (as set forth in Article 7
hereof). Additionally, Purchaser will pay to Seller 75% of the net cash
balance remaining in the Company's bank account as of closing date.
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ARTICLE 2
RESIGNATION OF THE DIRECTORS AND OFFICERS
-----------------------------------------
2.1 Prior to the Closing, the Company will cause each person who is a
director or officer of the Company, as set forth in Schedule 2.1, to
submit his or her written resignation as director or officer of the
Company which will be effective immediately and the Company will take
all steps required to appoint nominees of Purchaser as directors and
officers of the Company.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE SELLER
--------------------------------------------
The Seller represents and warrants to the Purchaser the following
3.1 Transfer of Title. Seller shall transfer title, in and to the Shares to
the Purchase free and clear of all liens, security interests, pledges,
encumbrances, charges, restrictions, demands and claims, of any kind or
nature whatsoever, whether direct or indirect or contingent.
(a) Due Execution This Agreement has been duly executed and delivered
by the Seller.
(b) Valid Agreement This Agreement constitutes, and upon execution and
delivery thereof by the Seller, will constitute, a valid and
binding agreement of the Seller enforceable against the Seller in
accordance with its respective terms.
3.2 Compliance with Applicable Law and Corporate Documents. The execution
and delivery by the Seller of this Agreement did not and will not and,
the sale by the Seller of the Shares will not contravene or constitute
a default under or violation of (i) any provision of applicable law or
regulation, (ii) any agreement, judgment, injunction, order, decree or
other instrument binding upon the Seller or any its assets, or result
in the creation or imposition of any lien on any asset of the Seller.
3.3 Due Diligence Materials. The information heretofore furnished by the
Seller to the Purchase for purposes of or in connection with this
Agreement or any transaction contemplated hereby does not, and all such
information hereafter furnished by the Seller to the Purchase will not
(in each case taken together and on the date as of which such
information is furnished), contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the
statements contained therein, in the light of the circumstances under
which they are made, not misleading.
3.4 Not a Voting Trust: No Proxies. None of the Shares are or will be
subject to any voting trust or agreement. No person holds or has the
right to receive any proxy or similar instrument with respect to the
Shares. Except as provided in this Agreement, the Seller is not a party
to any agreement which offers or grants to any person the right to
purchase or acquire any of the Shares. There is no applicable local,
state or federal law, rule, regulation, or decree which would, as a
result of the sale contemplated by this Agreement, impair, restrict or
delay any voting rights with respect to the Shares.
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3.5 Survival of Representations. The representations and warranties herein
by the Seller will be true and correct in all material respects on and
as of the Closing with the same force and effect as though said
representations and warranties had been made on and as of the Closing
and will, except, provided herein, survive the Closing.
3.6 Adoption of Company's Representations. The Seller adopts and remakes as
its own each and every representation made by the Company in Article 4
below.
3.7 Notwithstanding the foregoing, in no-event shall the Seller have any
liability under the provisions of this Paragraph 2 or under Paragraph 4
and 6 hereof that shall arise in whole or in part from the acts of
failures to act by the Purchaser
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
---------------------------------------------
The Company represents and warrants to the Purchaser the following:
4.1 Due Organization. The Company is a corporation duly organized, validly
existing and in good standing under the laws of Delaware (as evidenced
by the certificate of good standing attached hereto as Schedule 4.1 (a)
with full power and authority to own, lease, use, and operate its
properties and to carry on its business as and where now owned, leased,
used, operated and conducted. The Company is duly qualified to conduct
business as a foreign corporation and is in good standing in every
jurisdiction in which the nature of the business conducted by it makes
such qualification necessary (as evidenced by the certificates of good
standing attached hereto as Schedule 4.1 (b). All actions taken by the
directors and shareholders of the Company have been valid and in
accordance with the laws of the State of Delaware.
4.2 (a) Company Authority. The Company has all requisite corporate power
and authority to enter into and perform this Agreement.
(b) Due Authorization. The execution, delivery and performance by the
Company of this Agreement has been duly and validly authorized and
no further consent or authorization of the Company, its Board of
Directors or its shareholders is required.
(c) Valid Execution. This Agreement has been duly executed and
delivered by the Company.
(d) Binding Agreement. This Agreement constitutes, and upon execution
and delivery thereof by the Company, will constitute, a valid and
binding agreement of the Company, enforceable against the Company
in accordance with its terms.
4.3 Authorized Capital, No Preemptive Rights, No Liens; Anti-Dilution. As
of the date hereof, the authorized capital of the Company is 20,000,000
shares of common stock with $.001 par value per share. The issued and
outstanding capital stock of the Company is 3,339,015 shares of common
stock and no other shares of capital stock of the Company will be
issued or outstanding as of the date of Closing. All of such
outstanding shares of capital stock are, or upon issuance will be, duly
authorized, validly issued, fully paid and non-assessable. No shares of
capital stock of the Company are subject to preemptive rights or
similar rights of the stockholder of the Company or any liens or
encumbrances imposed through the actions or failure to act of the
Company, or otherwise. As of the date hereof and at Closing (i) there
are no outstanding options, warrants, convertible securities, scrip,
rights to subscribe for, puts, calls, rights of first refusal,
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tag-along agreements, nor any other agreements, understandings, claims
or other commitments or rights of any character whatsoever relating to,
or securities or rights convertible into or exchangeable for any shares
of capital stock of the Company, or arrangements by which the Company
is or may become bound to issue additional shares of capital stock of
the Company, and (ii) there are no agreements or arrangements under
which the Company is obligated to register the sale of any of its
securities under the Securities Act and (iii) there are no
anti-dilution or price adjustment provisions contained in any security
issued by the Company (or in the Company's articles of incorporation of
by-laws or in any agreement providing rights to security holders) that
will be triggered by the transactions contemplated by this Agreement.
The Company has furnished to Purchaser true and correct copies of the
Company's articles of incorporation and by-laws.
4.4 Compliance with Applicable Law and Corporate Documents. The execution
and delivery by the Company of this Agreement does not and will not
contravene or constitute a default under or violation of (i) any
provision of applicable law or regulation, (ii) the Company's articles
of incorporation or bylaws, (iii) any agreement, judgment, injunction,
order, decree or other instrument binding upon the Company or any its
assets, or result in the creation or imposition of any lien on any
asset of the Company. The Company is in compliance with and conforms to
all statuettes, laws, ordinances, rules, regulations, orders,
restrictions and all other legal requirements of any domestic or
foreign government or any instrumentality thereof having jurisdiction
over the conduct of its businesses or the ownership of its properties.
4.5 SEC Representations. During its last fiscal year through the date
hereof, the Company has timely filed all forms, reports and documents
with the Commission required to be filed by it (all of the foregoing
filed prior to the date hereof, including but not limited to any
filings required in connection with or pursuant to Regulation D,
Sections 504, 505, and 506, as applicable, and all exhibits included
therein and financial statements and schedules thereto and documents
(other than exhibits) incorporated by reference therein, being referred
to herein collectively as the "SEC Reports"). The Company has delivered
to Purchaser true and complete copies of the SEC Reports. Such SEC
Reports, at the time filed, complied in all material respects with the
requirements of the federal and state securities laws Act and the rules
and regulations of the Commission thereunder applicable to such SEC
Reports. None of the SEC Reports, including without limitation, any
financial statements or schedules included therein, contains any untrue
statement of a material fact or omits to state a material fact
necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading.
4.6 Financial Statements. (a) The Purchaser has received a copy of the
unaudited financial statements of the Company for the period ended
March 31, 2001, and the related statements of income and retained
earnings for the period then ended. The unaudited financial statements
have been prepared by management, and are believed to fairly present
the financial position of the Company as of the date of the financial
statements. Such financial statements fairly present the financial
condition of the Company at the dates indicated and its results of
their operations and cash flows for the periods then ended and, except
as indicated therein, reflect all claims against, debts and liabilities
of the Company, fixed or contingent, and of whatever nature.
Additionally the Company will have no undisclosed or material
liabilities of any kind or nature as of the Closing Date.
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(a) Since March 31, 2001 (the "Balance Sheet Date"), there has been no
material adverse change in the assets or liabilities, or in the
business or condition, financial or otherwise, or in the results
of operations or prospects, of the Company, whether as a result of
any legislative or regulatory change, revocation of any license or
rights to do business, fire, explosion, accident, casualty, labor
trouble, flood, drought, riot, storm, condemnation, act of God,
public force or otherwise and no material adverse change in the
assets or liabilities, or in the business or condition, financial
or otherwise, or in the results of operation or prospects, of the
Company, except in the ordinary course of business; and no fact or
condition exists or is contemplated or threatened which might
cause such a change in the future.
(b) There have been no material adverse changes in the Company's
business, properties, results of operation, condition (financial
or otherwise) or prospects since the Balance Sheet Date.
4.7 No Litigation. The Company is not a party to any suit, action,
arbitration, or legal, administrative, or other proceeding, or pending
governmental investigation. To the best knowledge of the Company, there
is no basis for any such action or proceeding and no such action or
proceeding is threatened against the Company and the Company is not
subject to or in default with respect to any order, writ, injunction,
or decree of any federal, state, local, or foreign court, department,
agency, or instrumentality.
4.8 No Taxes. The Company is not liable for any undisclosed income, sales,
withholding, real or personal property taxes to any governmental
agencies whatsoever. All United States federal, state, county,
municipality local or foreign income tax returns and all other material
tax returns (including foreign tax returns) which are required to be
filed by or on behalf of the Company have been filed and all material
taxes due pursuant to such returns or pursuant to any assessment
received by the Company have been paid, except those being disputed in
good faith and for which adequate reserves have been established. The
charges, accruals and reserves on the books of the Company in respect
of taxes or other governmental charges have been established in
accordance with GAAP.
4.9 (a) The Company is not currently carrying on any business and is not a
party to any contract, agreement, lease or order which would
subject it to any performance or business obligations or
restrictions in the future after the closing of this Agreement.
(b) The Company has no employment contracts or agreements with any of
its officers, directors, or with any consultants, employees or
other such parties.
(c) The Company has no shareholder contracts or agreements.
(d) The Company has no outstanding obligations related to its, stock
option plans or employee benefit plans.
(e) The Company is not in default under any contract or any other
document
(f) The Company has no undisclosed written or oral contracts with any
third party.
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(g) The Company has no outstanding powers of attorney and no
obligations concerning the performance of the Seller concerning
this Agreement.
(h) The Company has all material Permits ("Permits means all licenses,
franchises, grants, authorizations, permits, easements, variances,
exemptions, consents, certificates, orders and approvals necessary
to own, lease and operate the properties, of, and to carry on the
business of the Company); (ii) all such Permits are in full force
and effect, and the Company has fulfilled and performed all
material obligations with respect to such Permits; (iii) no event
has occurred which allows, or after notice or lapse of time would
allow, revocation or termination by the issuer thereof or which
results in any other material impairment of the rights of the
holder of any such Permit, and ( iv ) the Company has no reason to
believe that any governmental body or agency is considering
limiting, suspending or revoking any such Permit.
(i) Neither the Company nor, to the Company's knowledge, any employee
or agent of the Company has made any payments of funds of the
Company, or received or retained any funds, in each case (x) in
violation of any law, rule or regulation or (y) of a character
required to be disclosed by the Company in any of the SEC Reports.
(j) There are no outstanding judgments or UCC financing instruments or
UCC Securities Interests filed against the Company or any of its
properties.
(k) The Company has no debt, loan, or obligations of any kind, to any
of its directors, officers, shareholders, or employees, which will
not be satisfied at the Closing.
4.10 No Liabilities. There are noundisclosed liabilities of the Company of
any kind whatsoever, whether accrued, contingent, absolute, determined,
determinable or otherwise, and there is no existing condition,
situation or set of circumstances which could reasonably be expected to
result in such a liability. The Company does not have any debt,
liability, or obligation of any nature, whether accrued, absolute,
contingent, or otherwise, and whether due or to become due, that is not
reflected on the Company's financial statements.
4.11 OTC Listing. The Company is currently listed on the OTC Electronic
Bulletin Board with the following trading symbol "LCSE". The Company is
not in default with respect to any listing requirements of the NASD.
4.12 Prior Offerings. All issuances by the Company of shares of common stock
in past transactions have been legally and validly effected, and all of
such shares of common stock are fully paid and non-assessable
4.13 Compliance with Law. To the best of its knowledge, the Company has
complied with, and is not in violation of any provision of laws or
regulations of federal, state or local government authorities and
agencies. There are no pending or threatened proceedings against the
company by any federal, state or local government, or any department,
board, agency or other body thereof.
4.14 Corporate Documents Effective. The articles of incorporation, as
amended, and the bylaws of the Company, as provided to Purchaser are,
or will at Closing be, in full force and effect and all actions of the
Board of Directors or shareholders required to accomplish same have, or
will at Closing have been, taken.
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4.15 True Representations. The information heretofore furnished by the
Company to the Purchaser for purposes of or in connection with this
Agreement or any transaction contemplated hereby does not, and all such
information hereafter furnished by the Company to the Purchaser will
not (in each case taken together and on the date as of which such
information is furnished), contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the
statements contained therein, in the light of the circumstances under
which they are made, not misleading.
4.16 Survival The representations and warranties herein by the Company will
be true and correct in all material respects on and as of the Closing
with the same force and effect as though said representations and
warranties had been made on and as of the Closing Time and will,
except, as otherwise provided herein, survive the Closing for a period
of one (1) year.
ARTICLE 5
COVENANTS
---------
From the date of this Agreement to Closing, the Seller and the Company
covenant as follows.
5.1 Seller will to the best of his ability preserve intact the current
status of the Company and the trading capacity of the Company as a NASD
Bulletin Board company.
5.2 The Seller will furnish Purchaser with whatever corporate records and
documents are available, such as Articles of Incorporation and Bylaws.
5.3 The Company will not enter into any contract, written or oral, or
business transaction, merger or business combination, or incur any
debts, loan, or obligations without the express written consent of
Purchaser or enter into any agreements with its officers, directors, or
shareholders.
5.4 The Company will not amend or change its Articles of Incorporation or
Bylaws, or issue any further shares in the common stock of the Company
without the express written consent of Purchaser.
5.5 The Company will not issue any stock options, warrants or other rights
or interest in the Shares or to its shares of common stock.
5.6 The Seller will not encumber or mortgage any right or interest in the
Shares, and will not transfer any rights to the Shares to any third
party whatsoever.
5.7 The Company will not declare any dividend in cash or stock, or any
other benefit to its shareholders.
5.8 The Company will not institute any bonus, benefit, profit sharing,
stock option, pension retirement plan or similar arrangement.
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5.9 The Seller will obtain and submit to the Purchaser resignation of
current officers and directors. 5.10 The Company will arrange for the
Company's current bank account to be closed and the delivery of all
bank account statements and records pertaining to this account.
5.11 The Company will obtain audited financial statements from its auditors
for the fiscal year ended March 31, 2001 and will file the required 10K
report with the Securities & Exchange Commission on a timely fashion.
ARTICLE 6
INDEMNIFICATION
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6.1 The Company and Seller do, jointly and severally, and hereby do agree
to, indemnify and hold harmless the Purchaser (which includes, for the
purposes of this Article, Purchaser's officers and directors, and
shareholders) against any Losses, joint or several, to which Purchaser
may become subject under the Exchange Act, any state or federal law,
statutory or common law, or otherwise, insofar as such losses, claims,
damages or liabilities (or actions or proceedings, whether commenced or
threatened, in respect thereof) arise by reason of the inaccuracy of
any warranty or representation contained in this Agreement, or any
omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, and the Company and Seller will in addition reimburse
Purchaser for any legal or any other expenses reasonably incurred by
Purchaser in connection with investigating or defending any such loss,
claim, liability, action or proceeding. Such indemnity shall remain in
full force and effect regardless of any investigation made by or on
behalf of Purchaser and shall survive the sale of the Shares to
Purchaser. As used herein, "Losses" means any loss, claim, damage,
award, liabilities, suits, penalties, forfeitures, cost or expense
(including, without limitation, reasonable attorneys', consultant and
other professional fees and disbursements of every kind, nature and
description).
ARTICLE 7
CLOSING AND DELIVERY OF DOCUMENTS
---------------------------------
7.1 Closing. The closing shall be held on or before July 1, 2001. The
Closing shall occur as a single integrated transaction, as follows.
(a) Delivery by Seller
(i) Seller shall deliver to the Purchaser such
instruments, documents and certificates as are
required to be delivered by Seller or its
representatives pursuant to the provisions of this
Agreement.
(ii) Seller shall deliver the Certificates as directed by
Purchaser.
(b) Delivery by Purchaser
(i) The Purchaser shall pay the Purchase Price to the
Seller in form of a cashier's check made payable to
the Seller.
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(ii) A certificate executed by Purchaser dated the Closing
Date, certifying that the representations and
warranties of Purchased contained in this Agreement
are then true in all respects.
ARTICLE 8
TERMINATION, AMENDMENT AND WAIVER
---------------------------------
8.1 Waiver. Any term, provision, covenant, representation, warranty or
condition of this Agreement may be waived, but only by a written
instrument signed by the party entitled to the benefits thereof. The
failure or delay of any party at any time or times to require
performance of any provision hereof or to exercise its rights with
respect to any provision hereof shall in no manner operate as a waiver
of or affect such party's right at a later time 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 any one or more instances, shall be deemed to be or
construed as a further or continuing waiver of any such condition or
breach or waiver of any other condition of the breach of any other
term, provision, covenant, representation or warranty, No modification
or amendment of this Agreements shall be valid and binding unless it be
in writing and signed by all parties hereto.
8.2 Termination by Purchaser. Notwithstanding anything to the contrary
herein, Purchaser shall have the right, in its sole and absolute
discretion, at any time prior to its payment of the Purchase Price, to
terminate this Agreement, in which event, this Agreement shall be
terminated and no party shall have any further obligation to any other
party.
ARTICLE 9
MISCELLANEOUS
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9.1 Entire Agreement This Agreement sets forth the entire agreement and
understanding of the parties hereto with respect to the transactions
contemplated hereby, and supersedes all prior agreements, arrangements
and understanding related to the subject matter hereof. No
understanding, promise, inducement, statement of intention,
representation, warranty, covenant or condition, written or oral,
express or implied, whether by statute or otherwise, has been made by
any party hereto which is not embodied in this Agreement or the written
statement, certificates, or other documents delivered pursuant hereto
or in connection with the transactions contemplated hereby, and no
party hereto shall be bound by or liable for any alleged understanding,
promise, inducement, statement, representation, warranty, covenant or
condition not set forth.
9.2 Notices. Any notice or communications hereunder must be in writing and
given by depositing same in the United States mail addressed to the
party to be notified, postage prepaid and registered or certified mail
with return receipt requested or by delivering same in person. Such
notices shall be deemed to have been received on the date on which it
is hand delivered or on the third business day following the date on
which it is to be mailed. For purpose of giving notice, the addresses
of the parties shall be:
If to Purchaser:
----------------
Halter Capital Corporation
0000 Xxxxxx Xxxxxxx, Xxxxx 000
Xxxxxx, XX 00000
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If to Seller or the Company:
----------------------------
c/o Xxxxxxx X. Xxxxx
0000 Xxxxxxxxxx Xxxxx
Xxxxx, XX 00000
9.3 Governing Law. This Agreement shall be governed in all respects,
including validity, construction, interpretation and effect, by the
laws of the State of Texas (without regard to principles of conflicts
of law). Each of the parties hereto agrees to submit to the exclusive
jurisdiction of any federal or state court within the County of Dallas,
with respect to any claim or cause of action arising under or relating
to this Agreement. The parties agree that any service of process to be
made hereunder may be made by certified mail, return receipt requested,
addressed to the party at the address appearing in Section 9.2,
together with a copy to be delivered to such party's attorneys via
telecopier ( if provided in Section 9.2). Such service shall be deemed
to be completed when mailed and sent and received by telecopier. Seller
and Purchaser each waives any objection based on forum non conveniens.
Nothing in this paragraph shall affect the right of Seller or Purchaser
to serve legal process in any other manner permitted by law.
9.4 Counterparts. This Agreement may be executed by the parties hereto in
separate counterparts each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
9.5 Taxes. Any income taxes required to be paid in connection with the
payments due hereunder, shall be borne by the party required to make
such payments. Any withholding taxes in the nature of a tax on income
shall be deducted from payments due, and the party required to withhold
such tax shall furnish to the party receiving such payment all
documentation necessary to prove the proper amount to withhold of such
taxes and to prove payment to the tax authority of such required
withholding.
9.6 Waivers and Amendments; Non-Contractual Remedies; Preservation of
Remedies. This Agreement may be amended, superseded, cancelled,
renewed, or extended, and the terms hereof may be waived, only by a
written instrument signed by authorized representatives of the parties
or, in the case of a waiver, by an authorized representative of the
party waiving compliance. No such written instrument shall be effective
unless it expressly recites that it is intended to amend, supercede,
cancel, renew or extend this Agreement or to waive compliance with one
or more of the terms hereof, as the case may be. No delay on the part
of any party in exercising any right, power or privilege shall
hereunder shall operate as a waiver thereof, nor shall any waiver on
the part of any party of any such right, power or privilege, or any
single or partial exercise of any such right, power of privilege,
preclude any further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies herein provided are
cumulative and are not exclusive of any rights or remedies that any
party may otherwise have at law or in equity. The rights and remedies
of any party based upon, arising out of or otherwise in respect of any
inaccuracy in or breach of any representation, warranty, covenant or
agreement contained in this Agreement shall in no way be limited by the
fact that the act, omission, occurrence or other state of facts upon
which any claim of any such inaccuracy or breach is based may also be
the subject of any other representation, warranty, covenant or
agreement contained in this Agreement (or in any other agreement
between the parties) as to which there is no inaccuracy or breach.
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9.7 Binding Effect; No Assignment, No Third-Party Rights. This Agreement
shall be binding upon and inure to the benefit of the parties and their
respective successors and permitted assigns. This Agreement is not
assignable without the prior written consent of each of the parties
hereto or by operation of law.
9.8 Further Assurances. Each party shall, at the request of the other
party, at any time and from time to time following the Closing promptly
execute and deliver, or cause to be executed and delivered, to such
requesting party all such further instruments and take all such further
action as may be reasonably necessary or appropriate to carry out the
provisions and intents of this Agreement and of the instruments
delivered pursuant to this Agreement.
9.9 Severability of Provisions. If any provision or any portion of any
provision of this Agreement or the application of any such provision or
any portion thereof to any person or circumstance, shall be held
invalid or unenforceable, the remaining portion of such provision and
the remaining provisions of the Agreement, or the application of such
provision or portion of such provision is held invalid or unenforceable
to person or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby and such
provision or portion of any provision as shall have been held invalid
or unenforceable shall be deemed limited or modified to the extent
necessary to make it valid and enforceable, in no event shall this
Agreement be rendered void or unenforceable.
9.10 Exhibits and Schedules. All exhibits annexed hereto, and all schedules
referred to herein, are hereby incorporated in and made a part of this
Agreement as if set forth herein. Any matter disclosed on any schedule
referred to herein shall be deemed also to have been disclosed on any
other applicable schedule referred to herein.
9.11 Captions. All section titles or captions contained in this Agreement or
in any schedule or exhibit annexed hereto or referred to herein, and
the table of contents to this Agreement, are for convenience only,
shall not be deemed a part of this Agreement and shall not affect the
meaning or interpretation of this Agreement. All references herein to
sections shall be deemed references to such parts of this Agreement,
unless the context shall otherwise require.
9.12 Expenses. Except as otherwise expressly provided in this Agreement,
whether or not the Closing occurs, each party hereto shall pay its own
expenses incidental to the preparation of this Agreement, the carrying
out of the provisions hereof and the consummation of the transactions
contemplated.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement, as of the date first written herein above.
11
HALTER CAPITAL CORPORATION
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By: Xxxxx X. Xxxxxx, President By:
XXXXX EDUCATION SYSTEMS, INC.
------------------------------
By:
12
