EXHIBIT 1.1
STOCK PURCHASE AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into as of this 3rd day of
June, 2002, between Xxxxxx Xxxxxxxxx ("Purchaser"), Xxxxxxx Xxxxx ("Xxxxx"), and
Xxxxx Xxxxxx ("Gruson") (Xxxxx and Xxxxxx are referred to collectively as
"Seller").
R E C I T A L S
WHEREAS, XxxxxxxXxxxxxxXxxx.xxx Inc., a Washington corporation, (the "Company")
is a corporation with 100,000,000 shares of $0.0001 par value common stock
authorized (the "Stock"), of which 2,250,000 shares are issued and outstanding;
and
WHEREAS, Xxxxx desires to sell and Purchaser desires to purchase from Xxxxx
1,500,000 shares of issued and outstanding Stock owned by Xxxxx (the "Xxxxx
Shares") pursuant to the terms and conditions of this Agreement; and
WHEREAS, Gruson desires to sell and Purchaser desires to purchase from Gruson
250,000 shares of issued and outstanding Stock owned by Gruson (the "Gruson
Shares") pursuant to the terms and conditions of this Agreement;
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. SALE AND PURCHASE OF SHARES.
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Subject to the provisions of this Agreement, Seller agrees to sell, and
Purchaser agrees to buy the Xxxxx Shares and the Gruson Shares, consisting of a
total of 1,750,000 shares of Stock, which will at Closing constitute 77.77% of
the issued and outstanding shares of Stock of the Company.
2. PURCHASE PRICE.
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Purchaser agrees to pay to Seller, as the purchase price for the Shares,
the sum of One Hundred Seventy Thousand Dollars ($170,000.00) (the "Purchase
Price) in cash at Closing to Seller's Attorney on behalf of Seller.
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3. CLOSING.
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The Closing shall occur no later than fifteen (15) days from the date of
this Agreement, unless extended by mutual agreement of the parties or terminated
as provided herein, (the "Closing Date") at the offices of Xxxxx Xxxxxx Xxxxxxx,
PLLC, 0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx, 00000 or at such other
time and place as is mutually agreeable to Purchaser and Seller.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF XXXXX.
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Xxxxx hereby represents and warrants to Purchaser that the following are
and will be true and correct on the Closing Date, except as otherwise disclosed
in a writing delivered to Purchaser by Xxxxx on execution of this Agreement, and
such representations and warranties shall survive the Closing:
(a) ORGANIZATION OF COMPANY. The Company is a corporation duly
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organized, validly existing and in good standing under the laws of the State of
Washington. The Company has full power and lawful authority to own, or to hold
under lease, property and to engage in any lawful business. The Company has
registered its Common Stock pursuant to Section 12 of the Securities Exchange
Act of 1934 ("1934 Act").
(b) AUTHORIZATION OF AGREEMENT. This Agreement constitutes a valid
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obligation, legally binding upon Seller in accordance with its terms. The
execution and delivery of this Agreement and the consummation of the transaction
contemplated hereby do not and will not result in any breach of, or default
under, any agreement, license or other obligation of Seller or the Company.
This Agreement constitutes, or when executed and delivered shall constitute, a
valid and binding obligation of the Seller enforceable against the Seller in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation,
conservatorship, receivership or similar laws relating to, or affecting
generally the enforcement of creditor's rights and remedies or by other
equitable principles of general application.
(c) CAPITAL STRUCTURE. The authorized capital stock of the Company
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consists of 100,000,000 shares of Common Stock having a par value of $0.0001 per
share of which 2,250,000 shares are issued and outstanding as of the date of
this Agreement and 20,000,000 shares of Preferred Stock having a par value of
$0.0001 per share, of which -0- shares are issued and outstanding as of the date
of this Agreement. All issued and outstanding shares of Common
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Stock have been duly authorized and validly issued and are fully paid and
nonassessable. There are not now, and will not be on the Closing Date, any
outstanding subscriptions, options, warrants, calls, convertible shares, debts,
understandings, restrictions, arrangements or rights of any character to which
Company is a party or by which it may be bound obligating the Company to issue,
deliver or sell, or cause to be issued, delivered or sold, additional shares of
Common Stock of Company or to grant, extend or enter into any such option,
warrant, call, conversion right, commitment, agreement, contract, understanding,
restriction, arrangement or right. Company does not have outstanding any bonds,
debentures, notes or other indebtedness the holders of which have the right to
vote (or convertible or exercisable into securities having the right to vote)
with holders of Company Common Stock on any matter.
(d) STOCK OWNERSHIP. Seller owns the Shares, the Shares were fully
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paid, are non-assessable, free and clear of all restrictions, liens, security
interests, hypothecations, pledges and encumbrances of every kind and nature
whatsoever, and Seller has full and exclusive power and legal right to sell the
Shares in accordance with the terms of this Agreement. Upon Closing, Purchaser
will acquire good title to the Shares, free and clear of all liens, pledges,
encumbrances, equities and claims, including any liability for or claims of any
taxing authority, creditor, devisee, legatee or beneficiary of Seller, and on
due demand Seller will supply Purchaser with any proof of authority to transfer,
or with any other requisite, which may be necessary to obtain registration of
the transfer of Stock in Purchaser's name.
(e) FINANCIAL INFORMATION. Xxxxx has furnished to Purchaser and its
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advisors, if any, all materials relating to the business, finances and
operations of the Company, including without limitation, the Company's (1)
Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001, (2)
Quarterly Reports on Form 10-QSB for the fiscal quarters ended March 31, 2002,
March 31, 2001, June 30, 2001, and September 30, 2001 and (3) all other filings
made by the Company under the Securities Exchange Act of 1934 (the "Company's
SEC Documents."). Xxxxx agrees to promptly provide Purchaser with copies of any
subsequent SEC Documents filed with the United States Securities and Exchange
Commission ("SEC") by Company.
(f) SEC FILINGS. None of the Company's SEC Documents contained, at the
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time they were filed, any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make the
statements made therein in light of the circumstances under which they were
made, not misleading. The Company has since its inception filed all requisite
forms, reports and exhibits thereto with the SEC.
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(g) ABSENCE OF CERTAIN CHANGES. Since December 31, 2001, there has
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been no material adverse effect on the business, operations or condition
(financial or otherwise) or results of operation of the Company taken as a whole
(a "Material Adverse Effect"), except as disclosed in the Company's SEC
Documents. Since December 31, 2001, except as provided in the Company's SEC
Documents, neither the Company nor any of its subsidiaries has (i) incurred or
become subject to any material liabilities (absolute or contingent) except
liabilities incurred in the ordinary course of business consistent with past
practices; (ii) discharged or satisfied any material lien or encumbrance or paid
any material obligation or liability (absolute or contingent), other than
current liabilities paid in the ordinary course of business consistent with past
practices; (iii) declared or made any payment or distribution of cash or other
property to stockholders with respect to its capital stock, or purchased or
redeemed, or made any agreements to purchase or redeem, any shares of its
capital stock; (iv) sold, assigned or transferred any other tangible assets, or
canceled any debts or claims, except in the ordinary course of business
consistent with past practices; (v) suffered any substantial losses or waived
any rights of material value, whether or not in the ordinary course of business,
or suffered the loss of any material amount of existing business; (vi) made any
changes in employee compensation, except in the ordinary course of business
consistent with past practices; or (vii) experienced any material problems with
labor or management in connection with the terms and conditions of their
employment. There are no proposals currently under consideration or currently
anticipated to be under consideration by the Board of Directors or the executive
officers of the Company which proposal would (viii) change the articles of
incorporation or other charter document or by-laws of the Company, each as
currently in effect, with or without shareholder approval, which change would
reduce or otherwise adversely affect the rights and powers of the shareholders
of the Common Stock or (ix) materially or substantially change the business,
assets or capital of the Company, including its interests in subsidiaries.
(h) FULL DISCLOSURE. There is no fact actually known to the Company
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(other than general economic conditions known to the public generally or as
disclosed in the Company's SEC Documents) that has not been disclosed in writing
to Purchaser that (i) would reasonably be expected to have a Material Adverse
Effect, (ii) would reasonably be expected to materially and adversely affect the
ability of the Company to perform its obligations pursuant to this Agreement, or
(iii) would reasonably be expected to materially and adversely affect the value
of the rights granted to Purchaser in this Agreement.
(i) NO DEFAULT. Except as set forth in the Company's SEC Documents,
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neither the Company nor any of its subsidiaries is in default in the performance
or observance of any material obligation, agreement, covenant or condition
contained in any material indenture,
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mortgage, deed of trust or other material instrument or agreement to which it is
a party or by which it or its property is bound.
(j) LIABILITIES. On the Closing Date, the Company shall have no
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liabilities of any kind, fixed or contingent, including but not limited to
accounts payable, taxes, debts, obligations, leases, employment related
obligations, fringe benefits, employment taxes and contributions to industrial
or unemployment insurance funds, or any other indebtedness or leasehold interest
of any nature. There are no amounts due for the payment of all federal, state,
county, local or foreign taxes of the Company which are or may become payable by
the Company for all periods ending prior to the Closing Date. The Company has
filed all federal, state, county, local and foreign income, excise, corporate
license or franchise, property, sales or retail occupation taxes and other tax
returns required to be filed by it, and such returns are true and correct.
(k) COMPLIANCE WITH LAW. The Company complies and will, as of the
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Closing date, comply in all material respects with all applicable federal and
state laws, including but not limited to those relating to securities
regulation, environmental regulation and hazardous materials, and all rules,
regulations and orders of local governing authorities. The Company has not
received any notice with which it has not complied from any governmental
authority or agency or from any inspection body stating that the Company fails
or may fail to comply with any applicable law, ordinance, regulation, building
or zoning law, or requirements of any public authority or body.
(l) LITIGATION. There is no pending or threatened suit, action or
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litigation, administrative, arbitration or other proceeding or governmental
investigation or inquiry to which the Company or its officers or directors are a
party or subject.
(m) EMPLOYEES. The Company has no employees (other than its officer,
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who serves without compensation) and has no obligation, contractual or
otherwise, to anyone regarding employment or consulting services. The Company
has not taken any actions with respect to any person which would give rise to
any claims of discrimination on the basis of age, sex, race, disability or any
other status protected by federal or local law, any violation of the Fair Labor
Standards Act, or any other state or federal law related to the rights of
employees.
(n) ENVIRONMENTAL LIABILITY. The Company has not manufactured, stored,
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handled, disposed, transferred, produced, or processed "hazardous substances" or
other dangerous or toxic substances, except in compliance with all federal,
state or local regulations.
(o) EXISTING CONTRACTS. Except for the License Agreement, the Company
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is not a party to any contracts for services or otherwise.
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(p) LICENSES. The assets acquired by issuance of shares, including the
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Company's rights under the License Agreement, are properly valued in the SEC
Documents, the assets exist and the Company holds proper title to those assets.
(q) STATUS OF AFFILIATES. None of the officers, directors, promoters,
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underwriters or beneficial owners of 10% or more of any class of equity security
of the Company: (A) has, within the last five years, (1) filed a registration
statement which is the subject of a currently effective registration stop order
entered by the SEC or any state securities administrator, or (2) been convicted
of any criminal offense in connection with the offer, purchase, or sale of any
security, or involving fraud or deceit, or (B) is currently subject to (1) any
state or federal administrative enforcement order or judgment, entered within
the last five years, finding fraud or deceit in connection with the purchase or
sale of any security, or (2) any order, judgment or decree of any court of
competent jurisdiction, entered within the last five years, temporarily,
preliminarily or permanently restraining or enjoining such party from engaging
in or continuing to engage in any conduct or practice involving fraud or deceit
in connection with the purchase or sale of any security.
5. INDEMNIFICATION BY SELLER.
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(a) Xxxxx, his successors and assigns, shall, subject to Section 5(d)
indemnify, defend and hold Purchaser harmless from any and all losses, claims,
damages or liabilities, including any costs of recovery, suffered by Purchaser
as a result of:
(i) The failure of any representation or warranty of Seller
contained in this Agreement to be true and accurate when made and as of the
Closing Date; or
(ii) The failure of Seller to comply with any obligations,
agreements or covenants contained in this Agreement.
(b) Xxxxx, his successors and assigns, shall, subject to Section 5(d),
indemnify, defend and hold Purchaser harmless from any and all losses, claims,
damages or liabilities, including any costs of recovery, suffered by Purchaser
as a result of any accounts payable, liabilities, debts, taxes, leases or other
obligations of the Company with respect to any period prior to the Closing Date.
(c) Xxxxx, his successors and assigns, shall reimburse Purchaser for
any legal or other expense reasonably incurred by Purchaser in connection with
any loss, claim, damage or liability indemnified hereby, subject to the
limitations set forth in Section 5(d) below. This indemnification
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shall benefit and inure to the successors and assigns of Purchaser, including
the Company, and shall survive the Closing for a period of one (1) year from the
date of Closing. In the event Purchaser, his successors or assigns, believe they
are entitled to indemnification hereunder, they shall give Seller written notice
of the basis for the claim for indemnification.
(d) The indemnity obligations of the Seller hereunder shall be limited
in the following respects:
(i) Seller will be liable only for Purchaser's losses in respect
of which a claim for indemnity is made by Purchaser on or before the expiry
date for the survival of Seller's representations, warranties and
covenants;
(ii) Purchaser shall not make claim against Seller unless the
amount of Purchaser's losses for which he is seeking to be indemnified
exceeds, in respect of any one claim or group of claims in the aggregate,
$25,000; and
(iii) Claims by Purchaser for losses under this Section shall not
exceed, in the aggregate, $170,000.
6. REPRESENTATIONS, WARRANTIES OF PURCHASER.
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Purchaser hereby represents and warrants to Seller, which representations
and warranties shall survive the Closing, that this Agreement constitutes a
valid obligation, legally binding upon Purchaser in accordance with its terms.
Purchaser hereby represents and warrants to Seller that he is an "accredited
investor" as that term is defined in Rule 501 of Regulation D under the
Securities Act of 1933, as amended, and is purchasing the Shares for investment
and not with a view to resale. This Agreement constitutes, or when executed and
delivered shall constitute, a valid and binding obligation of the Purchaser
enforceable against the Purchaser in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation, conservatorship, receivership or
similar laws relating to, or affecting generally the enforcement of creditor's
rights and remedies or by other equitable principles of general application.
7. INDEMNIFICATION BY PURCHASER.
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Purchaser, his successors and assigns, shall indemnify, defend and hold
Seller harmless from any and all losses, claims, damages or liabilities suffered
or incurred by Seller as a result of:
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(a) The failure of any representation or warranty of Purchaser
contained in this Agreement to be true and accurate when made and as of the
Closing Date;
(b) The failure of Purchaser to comply with any obligations, agreements
or covenants contained in this Agreement;
(c) The conduct of the Company's business after the Closing Date; and
(d) Any accounts payable, liabilities, debts, taxes, leases or other
obligations of the Company arising with respect to any transaction or occurrence
occurring completely after the Closing Date.
Purchaser, his successors or assigns, shall reimburse Seller for any legal or
other expense reasonably incurred by them in connection with any loss, claim,
damage or liability indemnified hereby. This indemnification obligation will
survive the Closing.
8. MERGER TRANSACTION.
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Reference is made to that certain Agreement and Plan of Reorganization by
and between the Company, Purchaser, a subsidiary of the Company to be formed
("Subsidiary"), and Proton Laboratorie-s L.L.C., a California limited liability
company ("Proton"), a copy of which is attached hereto as Exhibit A ("Proton
Agreement"), and pursuant to which Proton will merge with and into Subsidiary.
The Parties agree that the Proton Agreement, in substantially the form attached
hereto as Exhibit A, will be consummated subsequent to the consummation of the
transaction contemplated by this Agreement. The parties further agree that,
upon consummation of the Proton Agreement, Purchaser will deliver to and direct
the Company to cancel the lesser of (a) all of his shares in the Company or (b)
1,750,000 shares in the Company. This Agreement and the Proton Agreement are
part of a single integrated plan on the part of Purchaser to acquire control
over the Company in connection with its acquisition of Proton.
9. CONDITIONS TO PURCHASER'S OBLIGATIONS.
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The obligations of Purchaser under this Agreement are subject to
satisfaction of each of the following conditions, unless waived in writing by
Purchaser, at or prior to Closing:
(a) REPRESENTATIONS TRUE; COMPLIANCE WITH COVENANTS. The
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representations and warranties of Seller contained in this Agreement shall be
true in all material respects on and as of
Stock Purchase Agreement
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Closing with the same force and effect as though made on and as of said date.
Seller shall have performed and complied in all material respects with all
covenants contained herein required to be performed or complied with at or prior
to Closing.
(b) NO LITIGATION. There shall not be pending or threatened any claim,
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suit, action, proceeding, investigation or inquiry by any person, governmental
body or authority or other entity seeking to restrain or prohibit this
transaction, to obtain damages in connection with this Agreement, or any claim
of any nature filed or commenced against the Company.
(c) NO MATERIAL ADVERSE CHANGE. There shall have been no material
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adverse change in the Company since the date of the SEC Documents.
(d) DELIVERY AT CLOSING BY XXXXX. Xxxxx shall deliver to Purchaser at
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Closing the following:
(1) Stock certificate(s) together with stock powers representing
the Xxxxx Shares;
(2) The corporate minute books and such other books, papers and
records of the Company as relate to its assets and operations;
(3) The written resignations of all officers and directors of the
Company and a signed written consent of the directors of the Company appointing
the following as directors and officers of the Company:
Xxxxxx Xxxxxxxxx, President, Director
Xxxx Xxxxxxxx, Vice President, Chief Technical Officer, Director
Xxxxxx Xxxxxxx, Director
(4) A certificate from the officers and directors of the Company,
certifying that on the Closing Date, there were 2,250,000 shares of Stock issued
and outstanding
(5) A duly executed copy of that certain Xxxxxxxxxxxxxxx.xxx
License Agreement dated March 20, 2000, by and between Xxxxx and
Xxxxxxxxxxxxxxx.xxx Inc. and Assignment of the License Agreement by Xxxxx to the
Company dated March 20, 2000, (collectively, the "License Agreement").
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(e) DELIVERY AT CLOSING BY GRUSON. Gruson shall deliver to Purchaser at
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Closing the stock certificate(s) together with stock powers representing the
Gruson Shares;
(f) ADDITIONAL DOCUMENTS. Seller shall have delivered or caused to be
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delivered to Purchaser all additional instruments and copies of instruments
required to complete the Closing and as Purchaser may otherwise reasonably
request.
(g) RELATED TRANSACTIONS. Purchaser shall be reasonably satisfied
---------------------
that any transactions contemplated to be conducted in connection with this
transaction either have been consummated on terms and conditions satisfactory to
Purchaser or are the subject of a duly authorized, binding and enforceable
written agreement.
(h) AMOUNTS PAYABLE TO XXXXX. All amounts due and owing by the Company
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to Xxxxx shall be cancelled, including without limitation the $28,000 note
payable and the $5,000 liability referenced in the Company's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 2001.
10. CONDITIONS TO SELLER'S OBLIGATIONS
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The obligations of Seller under this Agreement are subject to satisfaction
of each of the following conditions, unless waived in writing by Seller, at or
prior to Closing:
(a) REPRESENTATIONS TRUE; COMPLIANCE WITH COVENANTS. The
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representations and warranties of Purchaser contained in this Agreement shall be
true in all material respects on and as of Closing with the same force and
effect as though made on and as of said date. Purchaser shall have performed and
complied in all material respects with all covenants contained herein required
to be performed or complied with at or prior to Closing.
(b) DELIVERY AT CLOSING. The Purchaser shall deliver at Closing the
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Purchase Price to Seller's Attorney.
(c) ADDITIONAL DOCUMENTS. Purchaser shall have delivered or caused to
---------------------
be delivered to Seller all additional instruments and copies of instruments
required to complete the Closing and as Seller may otherwise reasonably request.
(d) RELATED TRANSACTIONS. Seller shall be reasonably satisfied that
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any transactions contemplated to be conducted in connection with this
transaction either have been consummated
Stock Purchase Agreement
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on terms and conditions satisfactory to Seller or are the subject of a duly
authorized, binding and enforceable written agreement.
11. TERMINATION.
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(a) TERMINATION BY MUTUAL CONSENT. This Agreement may be terminated
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at any time by mutual consent of the parties.
(b) TERMINATION BY PURCHASER FOR CAUSE. The Purchaser may terminate
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this Agreement upon ten (10) day's notice for breach of any material
representation, warranty, or covenant contained in this Agreement in any
material respect, provided such breach is in no way the result of any act or
omission of Purchaser, or the result of a failure to satisfy any of the
conditions to Seller's obligation to close as set forth in Section 10.
(c) TERMINATION BY SELLER. Seller may terminate this Agreement upon
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three (3) day's notice if Purchaser fails to deposit the Purchase Price in
accordance with Section 2, or the transaction does not Close within the periods
prescribed in Section 3, and such failure to Close is in no way the result of
any act or omission of Seller, or the result of a failure to satisfy any of the
conditions to Purchaser's obligation to close as set forth in Section 9.
(d) EFFECT OF TERMINATION. In the event of termination by the Seller
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or the Purchaser, written notice thereof shall forthwith be given to the other
party and the transactions contemplated by this Agreement shall be terminated
without further action by either party. If this Agreement is terminated by
Purchaser for Cause, as defined below, all amounts deposited with Seller's
Attorney in accordance with this Agreement shall be returned to Purchaser, and
this Agreement shall become void and of no further force and effect. "Cause"
shall mean breach of the conditions contained in Section 9(d) or 11(b). If this
Agreement is terminated for any reason other than by Purchaser for Cause, the
Deposit shall be remitted to Seller, all other amounts deposited by Purchaser
with Seller's Attorney shall be returned to Purchaser, and this Agreement shall
become void and of no further force and effect. Nothing in this Section 11 shall
be deemed to release the Seller or the Purchaser from any liability for any
breach under this Agreement, or to impair the rights of the Seller and the
Purchaser to compel specific performance by the other party of its obligations
under this Agreement.
12. MISCELLANEOUS.
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(a) NOTICE. All notices, requests, demands or other communications
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which are required or may be given pursuant to the terms of this Agreement shall
be in writing and shall be
Stock Purchase Agreement
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deemed to have been duly given: (i) on the date of delivery if personally
delivered by hand, (ii) upon the third day after such notice is deposited in the
United States mail, if mailed by registered or certified mail, postage prepaid,
return receipt requested, (iii) on the date of delivery if sent by a nationally
recognized overnight express courier, or (iv) upon written confirmation of
receipt by the recipient of such notice if by facsimile:
Xxxxx: Xxxxxxx Xxxxx
0000 Xxxxx Xx.
Xxxxxxxxx, X.X.
XXXXXX X0X 0X0
(000) 000-0000
Gruson: Xxxxx Xxxxxx
00 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
(000) 000-0000
Purchaser: Xxxxxx Xxxxxxxxx
Proton Laboratorie-s, L.L.C.
0000 Xxxxxx Xxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
(b) WASHINGTON LAW. This Agreement shall be construed in accordance
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with the laws of the State of Washington, without regard to the conflict of laws
provisions thereof.
(c) ENTIRE AGREEMENT. This Agreement supersedes all prior agreements
-----------------
of the parties, constitutes the entire agreement and understanding between the
parties and may only be modified or amended by a subsequent written agreement
executed by both parties.
(d) ASSIGNMENT. Neither party hereto may assign its rights hereunder.
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This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and assigns.
(e) NO WAIVER. No failure on the part of either party to exercise and
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no delay in exercising any rights hereunder shall operate as a waiver thereof;
nor shall any waiver or acceptance
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of a partial, single or delayed performance of any term or condition of this
Agreement operate as a continuing waiver or a waiver of any subsequent breach
thereof.
(f) SEVERABILITY. If any provision of this Agreement is held to be
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illegal, invalid or unenforceable, such provision shall be fully severable and
this Agreement shall be continued and enforced if such illegal, invalid or
unenforceable provision were never a part hereof; and in lieu of such provision,
there shall be added automatically as part of this Agreement a provision as
similar in terms to such illegal, invalid or unenforceable provision as may be
possible to make such provision legal, valid and enforceable.
(g) SURVIVAL. Subject to Section 5(c), the respective rights and
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obligations of the parties under Sections 4, 5, 6, 7, 11, and 12 shall survive
closing, termination or expiration of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.
SELLER: PURCHASER:
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Xxxxxxx Xxxxx Xxxxxx Xxxxxxxxx
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Xxxxx Xxxxxx
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