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EXHIBIT 10.31
COMMON STOCK REDEMPTION AGREEMENT
This Common Stock Redemption Agreement (the "Agreement") is made and
entered into as of the 30th day of December, 1996 by and among General
Credit Corporation, a New York corporation (the "Company"), JMB Holdings, Inc.
and Wall Street Equities, Inc. are sometimes collectively referred to as the
"Sellers."
RECITALS
A. The Sellers currently own the following the following shares of Common
Stock, par value $.001 of the Company:
Name Number of Shares
JMB Holdings, Inc. 215,000
Wall Street Equities, Inc. 50,000
B. The Sellers each have agreed to have the following number of shares of
the Company's Common Stock redeemed by the Company (collectively, the "Redeemed
Shares").
Name Number of Shares
JMB Holdings, Inc. 215,000
Wall Street Equities, Inc. 50,000
C. The parties hereto desire to set forth in writing the terms and
conditions pursuant to which the Redemption shall be accomplished.
NOW, THEREFORE for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereto intending to be
legally bound, hereby agree as follows:
1. Recitals. The foregoing Recitals are true and correct and are hereby
incorporated by reference.
2. Redemption of Shares of Common Stock. At Closing (as hereinafter
defined), in exchange for the Redemption Price (as hereinafter defined), the
Company shall redeem the Redeemed Shares and the Sellers agree to have the
Redeemed Shares redeemed by the Company.
3. Redemption Price. The price to be paid by the Company for the
Redemption of the Redeemed Shares shall be $.001 per share.
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4. Closing. The consummation of the transactions contemplated by
this Agreement ("Closing") shall take place on December 30, 1996. At Closing,
upon tender by the Company to the Sellers of the Redemption Price, the Sellers
shall, as applicable, execute and deliver any and all documents, including
common stock certificates of the Company evidencing the Seller's interest in
the Redeemed Shares.
5. Miscellaneous.
a. Entire Agreement. This Agreement (including
the exhibits and schedules hereto) constitutes the
entire agreement between the parties hereto with respect to
the subject matter hereof and supersedes all prior
negotiations, understandings, agreements, arrangements and
understandings, both oral and written, among the parties
hereto with respect to such subject matter.
b. Amendment. This Agreement may not be amended
or modified in any respect, except by the mutual written
agreement of the parties hereto.
c. No Third Party Beneficiary. Nothing
expressed or implied in this Agreement is intended, or
shall be construed, to confer upon or give any person,
firm, corporation, partnership, association or other
entity, other than the parties hereto and their respective
successors and assigns, any rights or remedies under or by
reason of this Agreement.
d. Waivers and Remedies. The waiver by any of
the parties hereto of any other party's prompt and
complete performance, or breach or violation, of any
provision of this Agreement shall not operate nor be
construed as a waiver of any subsequent breach or
violation, and the waiver by any of the parties hereto to
exercise any right or remedy which it may possess hereunder
shall not operate nor be construed as a bar to the exercise
of such right or remedy by such party upon the occurrence
of any subsequent breach or violation.
e. Severability. The invalidity of any one or
more of the words, phrases, sentences, clauses, sections
or subsections contained in this Agreement shall not affect
the enforceability of the remaining portions of this
Agreement or any part hereof, all of which are inserted
conditionally on their being valid in law, and, in the
event that any one or more of the words, phrases,
sentences, clauses, sections or subsections contained in
this Agreement shall be declared invalid by a court of
competent jurisdiction, this Agreement shall be construed
as if such invalid word or words, phrase or phrases,
sentence or sentences, clause or clauses, section or
sections, or subsection or subsections had not been
inserted.
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f. Descriptive Headings. Descriptive headings
contained herein are for convenience only and
shall not control or affect the meaning or
construction of any provision of this
Agreement.
g. Counterparts. This Agreement may be executed
in any numbers of counterparts and by the
separate parties hereto in separate
counterparts, each of which shall be deemed
to be one and the same instrument.
h. Notices. All notices, consents, requests,
instructions, approvals and other communications
provided for herein and all legal process in regard hereto
shall be in writing and shall be deemed to have been duly
given, when delivered by hand or three (3) days after
deposited in the United States mail, by registered or
certified mail, return receipt requested, postage prepaid,
as follows:
If to the Company: General Credit Corporation
000 Xxxx 000xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
If to the Sellers: At the address last reflected on the
books and records of the Company or to
such other address as the Seller may
from time to time designate in writing
delivered in a like manner.
i. Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of the parties
hereto and their respective successors and assigns. None
of the parties hereto shall assign any of its rights or
obligations hereunder.
j. Applicable Law. This Agreement shall be governed by, and
shall be construed, interpreted and enforced in
accordance with the laws of the State of Florida.
k. Expenses. Each of the parties hereto agrees to pay all
of the respective expenses incurred by it in connection
with the negotiation. preparation, execution, delivery and
performance of this Agreement and the consummation of the
transactions contemplated hereby.
l. Attorneys' Fees. In the event any suit or other legal
proceeding is brought for the enforcement of any of the
provisions of this Agreement, the parties hereto agree
that the prevailing party or parties shall be entitled to
recover from the other party or parties upon final
judgment on the merits reasonable attorneys' fees (and
sales taxes thereon, if any), including attorneys' fees
for any appeal, and costs incurred in bringing such suit
or proceeding.
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m. Agent. Neither party is hereby constituted an agent or
legal representative of the other party hereto and
neither is granted any right or authority hereunder to
assume or create any obligation, express or implied, or to
make any representation, covenant, warranty, or guaranty,
except as expressly granted or made in this Agreement.
n. Other Documents. The parties hereto shall cooperate
in the effectuation of the transactions contemplated
hereby and shall execute any and all additional
documents and shall take such additional actions as shall
be reasonably necessary or appropriate for such purposes.
o. Waiver of Jury Trial. The parties hereto each knowingly,
voluntarily and intentionally waive their respective
rights to a trial by jury in respect of any litigation
related to or arising from this Agreement, or any course
of conduct, course of dealing, statement or actions of any
of the parties hereto.
p. Applicable Law and Venue. This Agreement shall be
construed in accordance with and be governed by the
laws of the State of Florida and the parties hereto agree
that any suit brought hereunder shall be brought only in
the Circuit Court for the Eleventh Judicial Circuit in and
for Dade County, Florida and the United States District
Court for the Southern District of Florida, Miami
Division.
q. Release and Indemnification. Each of the (x) Sellers and
the (y)Company, hereby release each other and their
respective affiliates from any and all actions or claims,
whether unknown or known which either ever had, now has or
hereinafter may have against the other relating to,
arising out of or in any way related to the redemption by
the Company of the Redeemed Shares. Each of the (z)Sellers
and its respective affiliates, and the (zz) Company and
its affiliates, hereby agree to defend, indemnify and hold
harmless the other of and from, any and all demands,
claims losses or liabilities arising ut of or in an way
related to the redemption by the Company of the Redeemed
Shares.
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THE PARTIES TO THIS AGREEMENT HAVE READ THIS AGREEMENT, HAVE HAD THE
OPPORTUNITY TO CONSULT WITH INDEPENDENT COUNSEL OF THEIR OWN CHOICE, AND
UNDERSTAND EACH OF THE PROVISIONS OF THIS AGREEMENT.
GENERAL CREDIT CORPORATION
By: /s/ Xxxxx Xxxxxxxxxxx Xxxxx
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Zellermaier, President
JMB HOLDINGS, INC.
/s/ Xxxxx Xxxxxx, Xx.
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Xxxxx Xxxxxx, Xx., Authorized Representative
WALL STREET EQUITIES, INC.
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, Authorized Representative
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