Exhibit 2.3
PARTNERSHIP INTEREST PURCHASE AND SALE AGREEMENT
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THIS AGREEMENT (the "Agreement") is made the 9th day of May, 2003 (THE
"EFFECTIVE DATE"), by and among HBOA Holdings, Inc. ("PURCHASER"), and XXXXXXX
FAMILY LIMITED PARTNERSHIP, a Florida limited partnership ("Xxxxxxx"), LEXSYS
SOFTWARE CORP., a Florida corporation ("Lexsys"), XXXXX X. XXXXXXXX
("Xxxxxxxx"), MIDGARD LTD., a British Virgin Island Company ("MIDGARD"), XXXXXX
XXXXXX (Thirer"), Fanomina, Ltd., a Florida Limited Partnership ("Fanomina"),
AMERSHAM MANAGEMENT LIMITED, a B.V.I. corporation ("AML"), XXXX XXXXXX, XXXXX
XXXXXXX and RR TECHNOLOGY INVESTMENT, INC. (COLLECTIVELY REFERRED TO AS "SELLING
PARTNERS").
BACKGROUND
WHEREAS, Partners represent that (i) PARIS HEALTH SERVICES, LTD. is a
Florida limited partnership (THE "PARTNERSHIP" OR "PARIS") bearing document
number A02000000160 formed pursuant to a Certificate of Limited Partnership on
February 5th, 2002 and that certain Agreement of Limited Partnership dated
February 2002 and all amendments thereto (THE "PARTNERSHIP AGREEMENT"), as
amended;
WHEREAS, Selling Partners desire to sell all their respective interests
in the Partnership ("THE PARTNERSHIP INTERESTS"), and Purchaser desires to
purchase all the respective Partnership Interests on the terms and conditions
set forth below.
WHEREAS, subsequent to the completion of the transactions contemplated
herein, the Partnership's classification as a Partnership for Federal Tax
Purposes will terminate under Code Section 708(b)(1)(A);
NOW, THEREFORE, in consideration of the mutual covenants,
representations, warranties and other agreements set forth below, and other good
and valuable consideration, the receipt of which is hereby acknowledged, the
parties, intending to be legally bound, agree as follows:
1. PURCHASE AND SALE OF PARTNERSHIP INTERESTS.
At the Closing (described at Section 9 hereof) Selling Partners will
sell the Partnership Interests to Purchaser, and Purchaser will purchase the
Partnership Interests from Selling Partners, for the following price and terms:
1.1 Purchase Price. Purchaser will acquire all the Partnership
Interests of the Selling Partners for a total purchase price of 775,360
shares of common stock of HBOA and specified allocation to each Selling
Partner as set forth on Exhibit A (THE "PURCHASE PRICE"). The Shares
will be held in escrow pursuant to the terms and conditions of an
escrow agreement attached hereto as Exhibit 1.1.
1.2 HBOA agrees that it will advance up to $300,000 to PARIS
after the Closing, at time and amounts determined by HBOA, in its sole
discretion.
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1.3 "Effective Date" shall mean the date by which this
Agreement has been signed by the Selling Partners and Purchaser, and a
fully executed counterpart delivered to all parties or their respective
counsel, by mail, courier, or facsimile transmission.
2. REPRESENTATIONS AND WARRANTIES OF SELLING PARTNERS.
E-Z Auth. Management Co., the general partner of PARIS (the "General
Partner") makes the following representations and warranties to Purchaser:
2.1 ORGANIZATION, STANDING AND POWER. The Partnership is a
limited partnership duly organized and validly existing, and its status
is active under the laws of the State of Florida, and it has all
requisite power and authority to own, lease and operate its properties
and to carry on its business as its business is now being and as it has
been conducted. The Partnership has provided Purchaser with a true and
complete copy of the Partnership Agreement, including all amendments
that may have been made through the date of this Agreement; and
Purchaser acknowledges receipt of same.
2.2 AUTHORITY.
(a) To the knowledge of the General Partner, the
execution, delivery and performance by Selling Partners of
their obligations under this Agreement will not conflict with,
or result in any breach or violation of or default (or give
rise to any right of termination, cancellation or
acceleration) under the Partnership Agreement .
(b) To the knowledge of the General Partner, this
Agreement constitutes a legal, valid and binding obligation of
Selling Partners, enforceable against Selling Partners in
accordance with its terms, subject only to equitable
principles and bankruptcy, insolvency, reorganization,
moratorium or similar laws at the time in effect affecting the
enforceability generally of rights of creditors.
2.3 COMPLIANCE WITH LAW. To the actual knowledge of the
General Partner, the Partnership is not in violation of any applicable
law, statute, ordinance, rule, governmental regulation, writ,
injunction, judgment, decree or order of any governmental
instrumentality or court in connection with its business or the
ownership of its property, which would have a material adverse affect
on the ownership or operation of the Property, except for the failure
to file the tax return for the year ended December 31, 2002.
2.4 OWNERSHIP OF THE PARTNERSHIP INTERESTS. The Selling
Partner represents and warrant that are the owners of the Partnership
Interests, which are free and clear of all security interests, liens,
encumbrances, restrictions, claims and rights of others. The execution
and delivery to Purchaser of the Assignment attached hereto as EXHIBIT
B (THE "ASSIGNMENT") will transfer to Purchaser full legal and
equitable title thereto, free and clear of all liens, encumbrances,
restrictions, claims and rights of all others.
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2.5 OPTIONS, WARRANTS, ETC. There are no options, commitments
or agreements of any character to which the Partnership or the Selling
Partners is/are a party calling for the issuance or sale of any
interest in the Partnership, except any right of first refusal
contained in the Partnership Agreement, which is hereby waived by
Selling Partners as to this transaction.
2.6 ABSENCE OF UNDISCLOSED LIABILITIES. Except as reflected on
the Financial Statement, and except for trade payables incurred in the
ordinary course (such as utilities, taxes, etc.) as of the date of this
Agreement, the General Partner warrants and represents that the
Partnership has no liabilities or obligations, of any nature
whatsoever, whether accrued, absolute, contingent or otherwise, and
whether or not of a kind which is required to be reflected in a
financial statement, and there are no obligations, of any other person
to any third party, pursuant to which that third party has recourse
against the Partnership. To the actual knowledge of the General
Partner, there are no facts in existence on the date hereof which might
reasonably serve as the basis for any liabilities or obligations which
are not disclosed in the Financial Statement, other than trade payables
incurred in the ordinary course.
2.7 TAX MATTERS. The General Partner, on behalf of the
Partnership will prepare and timely file the "final tax return"
required due to the transfer of interests described herein, and will
deliver a complete copy thereof to Purchaser, concurrently with such
filing. The costs of this matter will be absorbed by the Purchaser.
2.8 LEGAL PROCEEDINGS, ETC. There is no legal, equitable,
administrative, arbitration or other proceeding or governmental
investigation pending, or, to the actual knowledge of the General
Partner, threatened against the Partnership or Selling Partners, which,
alone or in the aggregate, might adversely affect the condition
(financial or otherwise), or business, operations, properties, assets,
or earnings of the Partnership or which might adversely affect the
ability of Selling Partners to consummate the transactions contemplated
by this Agreement.
2.9 ASSETS.
(a) REAL AND TANGIBLE PERSONAL PROPERTY. The
Partnership has good title to each item of real property and
personal property owned or used by it free and clear of all
liens, encumbrances, equities, conditional sales contracts,
security interests, charges, claims and restrictions, except
those of record., which are listed on Schedule 2.9(a) attached
hereto.
(b) EQUITY INVESTMENTS. Except as set forth in the
Financial Statement, to the actual knowledge of the General
Partner the Partnership has no direct or indirect interest in
any corporation, partnership, joint venture or other entity.
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2.10 CONTRACTS.
(a) A copy of each material agreement, instrument,
promissory note, mortgage, arrangement, lease, or management
agreement(s), permit, license, certificate, warranty,
indenture or other commitment, whether written or oral, to
which the Partnership is a party or which otherwise binds or
affects the Partnership or any of its assets will be delivered
or made available by to Purchaser within ten (10) days after
executing thisAgreement (hereinafter referred to as the
"CONTRACTS").
(b) ENFORCEABILITY. Each of the Contracts is a valid
and binding agreement of the Partnership and is enforceable in
accordance with its terms (except as enforcement may be
limited by bankruptcy, insolvency, reorganization or other
laws affecting generally the enforcement of creditors' rights
and except as the remedies of specific performance and
injunctive and other forms of equitable relief may be subject
to equitable defenses).
(c) SATISFACTION OF OBLIGATIONS. To the actual
knowledge of the General Partner, the Partnership has
fulfilled all material obligations required to have been
performed by it to date under each Contract.
(d) ABSENCE OF DEFAULT. To the actual knowledge of
the General Partner, no party to any of the Contracts is in
default, nor has any event occurred which, with the giving of
notice or the lapse of time, or both, would constitute a
default with respect to any material term or condition of any
of the Contracts.
(e) NOTICES BY THIRD PARTIES. The Partnership has not
received any notice, and the General Partners have no actual
knowledge, that any party to any of the Contracts intends to
cancel, foreclose, terminate or amend any of the Contracts or
to exercise (or not to exercise) any outstanding options under
any of the Contracts.
2.11 EMPLOYEES. The Partnership has three employees listed on
Schedule 2.11.
2.12 BOOKS AND RECORDS. The General Partner represents and
warrants that the Partnership has maintained its books, accounts and
records to be so maintained, in the usual, regular and ordinary manner,
on a consistent basis and no material changes have been made in
accounting practices or procedures since the formation of the
Partnership.
2.13 ENVIRONMENTAL MATTERS. To the General Partner's actual
knowledge, there are no hazardous materials present on or in any
property owned by the Partnership in violation of applicable law.
Neither the General Partner, or to the knowledge of the General
Partner, the Partnership, any other person for whose conduct they are
or may be held responsible, or any other person, has permitted or
conducted, or is aware of, any hazardous activity conducted with
respect to the Partnership's properties or assets (whether real,
personal, or mixed), in violation of applicable law in which the
Partnership has or had an interest. To the actual knowledge of the
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General Partner, there has been no release or threat of release, of any
hazardous materials at or from the Partnership's property, or from or
by any other properties and assets (whether real, personal, or mixed)
in which the Partnership has or had an interest, any of the foregoing
in violation of applicable law, or, to the actual knowledge of the
General Partner, whether by the General Partner, the Partnership, or
any other person.
3. REPRESENTATIONS AND WARRANTIES OF PURCHASER.
Purchaser makes the following representations and warranties to the
General Partner and the Selling Partners:
3.1 ORGANIZATION, STANDING AND POWER. Purchaser is a
corporation duly organized, validly existing, and its status is active
under the laws of the State of Florida, and has all requisite power and
authority to own, lease and operate its properties and to carry on its
business as its business is now being and as it has been conducted.
3.2 AUTHORITY.
(a) The execution, delivery and performance of this
Agreement by Purchaser will not conflict with, or result in
any breach or violation of or default (or give rise to any
right of termination, cancellation or acceleration) under any
note, bond, mortgage, indenture, lease, license, permit,
agreement or other instrument or obligation to which Purchaser
is a party or by which Purchaser is or may be bound.
(b) This Agreement constitutes a legal, valid and
binding obligation of Purchaser, enforceable against Purchaser
in accordance with its terms, subject only to equitable
principles and bankruptcy, insolvency, reorganization,
moratorium or similar laws at the time in effect affecting the
enforceability generally of rights of creditors.
3.3 LEGAL PROCEEDINGS, ETC. There is no legal, equitable,
administrative, arbitration or other proceeding or governmental
investigation pending, or to the best knowledge of Purchaser
threatened, against Purchaser which, alone or in the aggregate, might
adversely affect the ability of Purchaser to consummate the transaction
contemplated by this Agreement.
3.4 HBOA acknowledges the existence of the marketing agreement
PARIS and HFE, Inc. After the Closing, the parties agree that the
marketing agreement will be transferred from PARIS to HBOA and HBOA
will honor all of the terms and conditions of the marketing agreement.
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4. CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS.
The obligation of Purchaser to close the transactions contemplated by
this Agreement is subject to the fulfillment, at or before the Closing, of each
of the following conditions:
4.1 CLOSING DOCUMENTS. Timely performance of each of Selling
Partners' obligations under this Agreement through Closing is a
material part of this Agreement. Upon the written request of Purchaser,
Selling Partners must execute and deliver within a reasonable time of
such request, any additional documents, instruments, agreements, or
certificates considered reasonably necessary or appropriate by
Purchaser to effectuate, consummate, record or perfect the transactions
contemplated by this Agreement.
4.2 FINANCIAL STATEMENTS. At the Closing, the Partnership
shall deliver to Purchaser financial statements prepared in accordance
with generally accepted accounting principles for the year ended
December 31, 2001 and 2002 and financial statements for any predecessor
corporations prior to that time (THE "FINANCIAL STATEMENT"). The
Financial Statement is correct and complete in all material respects,
and fairly presents the financial position of the Partnership at, and
the results of operations of the Partnership for, the dates and periods
covered.
4.3 CORRECTNESS OF REPRESENTATIONS. Each of the
representations and warranties of Selling Partners or the General
Partner contained in this Agreement must be true and correct in all
material respects as if made again at the Closing.
4.4 COMPLIANCE WITH AGREEMENTS. Except to the extent waived by
Purchaser in writing, Selling Partners and the General Partner must
have performed and complied with all agreements, undertakings and
obligations that are required to be performed or complied with at or
prior to the Closing.
4.5 ASSIGNMENTS. Duly executed Assignments of the Partnership
Interests must be delivered by Selling Partners to Purchaser in the
form attached as Exhibit B.
4.6 INSOLVENCY, BANKRUPTCY, ETC. Neither the Selling Partners,
the General Partner, nor the Partnership may be insolvent and no
petition under federal or Florida law pertaining to bankruptcy or
insolvency or for a reorganization or arrangement or other relief from
creditors may have been filed by or against the Selling Partners, the
General Partner or the Partnership, and neither the Selling Partners
nor the Partnership may have made or offered a composition of their/its
debts with their/its creditors.
4.7 LEGAL ACTION.
(a) There may not be pending or threatened any legal
proceeding seeking to prohibit the consummation of the
transactions contemplated by this Agreement or to obtain
damages from Purchaser or the Partnership with respect
thereto.
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(b) None of the parties may be prohibited by any
order, writ, injunction or decree of any governmental body of
competent jurisdiction from consummating the transactions
contemplated by this Agreement, and no action or proceeding
may then be pending which questions the validity of this
Agreement, any of the transactions contemplated hereby, or any
action which has been taken by either of the parties in
connection with any of the transactions contemplated hereby.
4.8 ABSENCE OF CERTAIN CHANGES. The General Partner shall
certify at the Closing to the Purchaser that during the period between
the execution and delivery of this Agreement and the Closing, there has
been no:
(a) Transaction by the Partnership other than in the
ordinary course of business;
(b) Material adverse change in the financial
condition, assets, liabilities or business of the Partnership,
or its method of operation;
(c) Amendment or termination of the Partnership
Agreement (other than as required pursuant to this Agreement);
or
(d) To the knowledge of Selling Partners, occurrence
or occurrences which, individually or in the aggregate, has
had or could be reasonably expected to have a material adverse
affect on the financial condition, operations, business,
assets, or prospects of the Partnership, other than
occurrences affecting the market or the economy generally or
occurrences that are generally known or available.
4.9 The Purchaser is satisfied with the results of its due
diligence investigation of the Partnership, as determined by the
Purchaser in its sole discretion.
5. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLING PARTNERS.
The obligation of Selling Partners to close the transactions
contemplated by this Agreement is subject to the fulfillment, at or before the
Closing, of each of the following conditions:
5.1 CORRECTNESS OF REPRESENTATIONS. Each of the
representations and warranties of Purchaser contained in this Agreement
must be true and correct in all material respects as if made again at
the Closing.
5.2 COMPLIANCE WITH AGREEMENT. Except to the extent waived in
writing by Selling Partners, Purchaser must have performed and complied
with all agreements, undertakings and obligations that are required to
be performed or complied with at or before the Closing.
5.3 PURCHASE PRICE. Purchaser must have paid the Purchase
Price pursuant to this Agreement.
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5.4 INSOLVENCY, BANKRUPTCY, ETC. Purchaser may not be
insolvent, and no petition under federal or Florida law pertaining to
bankruptcy or insolvency or for a reorganization or arrangement or
other relief from creditors may have been filed by or against
Purchaser, and Purchaser may not have made or offered a composition of
its debts with its creditors.
5.5 ADDITIONAL DOCUMENTS. Upon the written request of Selling
Partners, Purchaser must execute and deliver within a reasonable time
of such request, any additional documents, instruments, agreements, or
certificates considered reasonably necessary or appropriate by Selling
Partners to effectuate, consummate, record or perfect the transactions
contemplated by this Agreement.
5.6 LEGAL ACTION.
(a) There may not be pending or threatened any legal
proceeding seeking to prohibit the consummation of the
transactions (the "Transactions") contemplated by this
Agreement or to obtain damages from Purchaser or the
Partnership with respect thereto which is material to the
Transactions.
(b) None of the parties hereto may be prohibited by
any order, writ, injunction or decree of any governmental body
of competent jurisdiction from consummating the Transactions
contemplated by this Agreement, and no action or proceeding
may then be pending which questions the validity of this
Agreement, any of the Transactions contemplated hereby, or any
action which has been taken by either of the parties in
connection with any of the Transactions contemplated hereby
which is materially adverse to the Transactions.
6. CONDUCT OF BUSINESS PRIOR TO CLOSING; UNDERTAKINGS.
6.1 CONDUCT OF THE PARTNERSHIP'S BUSINESS. In general, from
the date of this Agreement to the Closing, the General Partner will
cause the Partnership to conduct its business in substantially the same
manner as its business is presently being conducted.
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7. INDEMNITY BY SELLING PARTNERS.
(a) The General Partner shall jointly and severally, indemnify
Purchaser against, and hold it harmless from, all judgments, reasonable
amounts paid in settlement of reasonable and viable actions or claims,
liabilities to third parties, damages to third parties, and reasonable
costs and expenses, including, but not limited to, attorney's fees and
costs of appeals, accruing from or resulting by reason of: (1) any
material breach of warranty or misrepresentation by or on behalf of
Selling Partners; (2) the non-performance of any material covenant or
obligation to be performed by or on behalf of Selling Partners; (3) any
material misrepresentation, omission, or inaccuracy in any schedule,
certificate, affidavit, instrument, or other document delivered or to
be delivered by or on behalf of Selling Partners hereunder or in
connection with the transactions contemplated by this Agreement; (4)
any claim arising from the conduct of the Partnership's business or the
ownership of the Property or its assets prior to the Closing, other
than trade payables and other Partnership expenses incurred in the
ordinary course of business.
8. INDEMNITY BY PURCHASER.
Purchaser shall indemnify Selling Partners against, and hold them
harmless from, all judgments, reasonable amounts paid in settlement of
reasonable and viable actions or claims, liabilities to third parties, damages
to third parties, and reasonable costs and expenses, including, but not limited
to, attorney's fees and costs of appeals, accruing from or resulting by reason
of: (1) any material breach of warranty or misrepresentation by or on behalf of
Purchaser; (2) the non-performance of any material covenant or obligation to be
performed by or on behalf of Purchaser; (3) any material misrepresentation,
omission, or inaccuracy, in any schedule, certificate, affidavit, instrument, or
document delivered by or on behalf of Purchaser hereunder or in connection with
the transactions contemplated by this Agreement; and (4) any claim arising from
the conduct of the Partnership's business or the ownership of its assets after
the Closing.
9. CLOSING; TAX REPORTING.
The closing is the consummation of the transactions contemplated by
this Agreement (THE "CLOSING") and will take place at the offices of Xxxxxx &
Xxxx, P.A., as of July 15, 2003, unless otherwise extended by mutual agreement
of the parties to this Agreement. Purchaser and Selling Partners will cause the
Partnership to close its books, for federal income tax purposes, as of the date
of the Closing, and will file timely all requisite Internal Revenue Service
forms and attachments to evidence that closing of the books. The Selling
Partners acknowledge that the sale of the Partnership Interests will be deemed
to be a partnership termination under Code Section 708(b)(1)(A).
10. TERMINATION, AMENDMENT AND WAIVER
10.1 TERMINATION. This Agreement may be terminated and the
Merger contemplated hereby abandoned at any time prior to the Effective
Time, whether before or after approval by the Selling Shareholders, as
follows:
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(a) By mutual written consent of HBOA and the General
Partner.
(b) By the General Partner or the Partnership if the
Effective Time shall not have occurred on or before the close
of business on July 15, 2003.
10.2 EFFECT OF TERMINATION. In the event of termination of
this Agreement as provided above, this Agreement shall forthwith become
of no further effect and, except for a termination resulting from a
breach by a party of this Agreement, there shall be no liability or
obligation on the part of any Party or its respective officers of
directors (except as set forth in certain sections hereof all of which
shall survive the termination). Nothing contained in this Section 10
shall relieve any party from liability for willful breach of this
Agreement that results in termination of this Agreement. Upon request
therefore, each party shall redeliver all documents, work papers, and
other material of any other party relating to the transactions
contemplated hereby, whether obtained before or after the execution
hereof, to the party furnishing same.
10.3 WAIVER. At any time prior to the Effective Time, the
Parties hereto may (a) extend the time for the performance of any of
the obligations or other acts of the other Parties hereto, (b) waive
any inaccuracies in the representations and warranties contained herein
or in any document delivered pursuant hereto, and (c) waive compliance
with any of the agreements or conditions contained herein. Any
agreement on the part of a party hereto to any such extension or waiver
shall be valid only if set forth in an instrument in writing signed on
behalf of such party. Such extensions or waivers shall be in writing,
executed by each of HBOA and the General Partner. Such waiver shall not
operate as a waiver of, or estoppel with respect to, any subsequent or
other failure.
11. MISCELLANEOUS.
11.1 SURVIVAL. All material representations, warranties,
covenants and agreements contained in this Agreement will remain
operative and in full force and effect for one year after the Closing,
regardless of any investigation made by or on behalf of either party.
11.2 HEADINGS. Descriptive headings used in this Agreement are
for convenience only and do not control or affect the meaning or
construction of any provision of this Agreement.
11.3 NOTICES. All notices or other communications which are
required or permitted under this Agreement must be in writing and will
be sufficient if delivered personally, or mailed by registered or
certified mail, postage prepaid, and will be effective upon delivery to
the party, and counsel, to the addresses as set forth in the
introductory paragraph of the Agreement and with copies to:
Purchaser: HBOA Holdings, Inc.
0000 XX 00xx Xx., Xxxxx 000
Xx. Xxxxxxxxxx, XX 00000
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Xxxxxxx Family Limited 0000 Xxxx Xxxxxxx Xxxxx Xxxx
Partnership Suite 204
Ft. Xxxxxxxxxx, XX 00000
Address of Other
Limited Partners are attached as an exhibit
11.4 COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which is deemed an original, but all of
which together constitute one and the same Agreement.
11.5 EXPENSES. Whether or not the transactions contemplated by
this Agreement are consummated, Selling Partners and Purchaser must
each pay their own fees and expenses incident to the negotiation,
preparation and execution of this Agreement, including the fees and
expenses of counsel, accountants, financial advisers and other experts.
11.6 BINDING NATURE; ASSIGNMENTS. This Agreement is binding
upon, and inures to the benefit of, the parties and their respective
heirs, successors and permitted assigns. The Purchaser may assign all
of its rights or any portion of its rights under this Agreement to any
party, without obtaining consent, either verbal or written from any of
the Selling Partners. The Selling Partners may not assign any of their
rights under this Agreement to a third party, unless they have obtained
the prior written consent of the Purchaser.
11.7 CONSTRUCTION. The laws of the State of Florida govern the
validity of this Agreement, the construction of its terms, and the
interpretation of the rights and duties of the parties. The parties
acknowledge that each party has reviewed and participated in the
drafting of this Agreement and any rule of construction to the effect
that any ambiguities are to be resolved against the drafting party may
not be employed in the interpretation of this Agreement.
11.8 WAIVER OF BREACH. The waiver by any party of a breach or
violation of any provision of this Agreement will not operate as, or be
construed to be, a waiver of any subsequent breach of the same or other
provision.
11.9 AMENDMENTS. This Agreement may not be amended except by a
written instrument signed by the party to be charged.
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11.10 SEVERABILITY. The invalidity or unenforceability of any
particular provision of this Agreement shall not affect the other
provisions hereof and this Agreement shall be construed in all respects
as if each invalid or unenforceable provision was omitted.
11.11 FURTHER COOPERATION. From and after the date of this
Agreement, each of the parties agrees to execute, acknowledge, and
deliver whatever additional documents may be necessary to carry out the
intent and purposes of this Agreement.
11.12 ENTIRE AGREEMENT. When used herein, the term "AGREEMENT"
and the phrase "THIS AGREEMENT" include all of the exhibits and
schedules referred to in this instrument, in their finally executed
form. As so defined, this Agreement constitutes the entire agreement
between the parties hereto and supersede all prior agreements and
understandings, oral and written, between the parties with respect to
the subject matter.
11.13 VENUE AND ATTORNEYS' FEES. Venue in the event of any
claim or controversy arising out of or relating to this Agreement shall
be in a court of competent jurisdiction in Broward County, Florida, and
Florida law shall govern. Attorneys' fees and costs incurred by the
prevailing party in connection with any claim or litigation concerning
this agreement shall be paid by the non-prevailing party.
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IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement on the date first above written.
PURCHASER:
HBOA HOLDINGS, INC.
BY: /S/ XXXX XXXXXXX
-----------------------
Xxxx Xxxxxxx
GENERAL PARTNERS:
E-Z AUTH. MANAGEMENT CO.
/s/ Xxxxx Xxxxxxx
-------------------------------
Chief Operating Officer
SELLING PARTNERS:
XXXXXXX FAMILY LIMITED
PARTNERSHIP ("GFLP")
/s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Xxxxxxx X. Xxxxxxx, as President of
SMG Management Company, the
General Partner of GFLP
LEXSYS SOFTWARE CORP.
/s/ Xxxxx X. Xxxxxxx
-------------------------------
Xxxxx X. Xxxxxxx, as CEO
/s/ Xxxxx X. Xxxxxxxx
-------------------------------
XXXXX X. XXXXXXXX
MIDGARD LTD., a British Virgin
Islands company
/s/ Xxxxx Xxxxxxxxx
-------------------------------
Xxxxx Xxxxxxxxx, as President
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/s/ Xxxxxx Xxxxxx
-------------------------------
XXXXXX XXXXXX
/s/ Xxxx Xxxxxx
-------------------------------
XXXX XXXXXX
FANOMINA, LTD.
/s/ Xxxxxxx Xxxxxxxxx
-------------------------------
Xxxxxxx Xxxxxxxxx, as General Partner
AMERSHAM MANAGEMENT, LIMITED
/s/ Xxxxxx Xxxxxxx
-------------------------------
Xxxxxx Xxxxxxx, as
Authorized Representative
/s/ Xxxxx Xxxxxxx
-------------------------------
XXXXX XXXXXXX
RR TECHNOLOGY INVESTMENT INC.
/s/ Xxxxx Xxxxxxx
-------------------------------
Xxxxx Xxxxxxx, as President
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Exhibit A Purchase Price - Allocations to the Partners
Exhibit B Assignment of Partnership Interest in Paris Health Services, Ltd.
