ASSET ACQUISITION AGREEMENT Between INFORMATION ARCHITECTS CORPORATION And SYNERGISTIC INVESTMENTS, & IFGT-SI INTERNATIONAL FUNDING GROUP TRUST Dated June 16, 2005 ASSET ACQUISITION AGREEMENT
Between
INFORMATION
ARCHITECTS CORPORATION
And
SYNERGISTIC
INVESTMENTS, &
IFGT-XX XXXXXXXXXXXXX
FUNDING GROUP TRUST
Dated
June 16, 2005
ASSET
ACQUISITION
AGREEMENT
THIS
ASSET ACQUISITION AGREEMENT
(hereinafter referred to as this "Agreement") is entered into as of this 16th
day of June, 2005 by and between INFORMATION
ARCHITECTS CORPORATION
(IACH as to this agreement)a North Carolina Corporation (hereinafter referred
to
as “IACH”)
and Synergistic Investments “SI” and IFGT-XX
Xxxxxxxxxxxxx Funding Group Trust (IFGT-SI as to this
agreement))
a Delaware Trust (hereinafter referred to as "IFGT-SI
"),
upon the following premises:
Premises
WHEREAS,
INFORMATION ARCHITECTS CORPORATION is a publicly held corporation organized
under the laws of North Carolina;
WHEREAS,
Management of the constituent corporations have determined that it is in the
best interest of the parties that IACH acquire a percentage of ownership of
IFGT-SI, as defined in the attached schedules, in exchange for the issuance
of
certain shares of IACH (the "Exchange).
Agreement
NOW
THEREFORE,
on the stated premises and for and in consideration of the mutual covenants
and
agreements hereinafter set forth and the mutual benefits to the parties to
be
derived here from, it is hereby agreed as follows:
ARTICLE
I
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF IFGT-SI
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF IFGT-SI
As
an inducement to, and to obtain the reliance of IACH, except as set forth on
the
IFGT-SI Schedules (as hereinafter defined), IFGT-SI represents and warrants
as
follows:
Section
1.01 Organization.
IFGT-SI is a trust duly organized, validly existing, and in good standing under
the laws of Delaware and has the corporate power and is duly authorized,
qualified, franchised, and licensed under all applicable laws, regulations,
ordinances, and orders of public authorities to own all of its properties and
assets and to carry on its business in all material respects as it is now being
conducted, including qualification to do business as a foreign corporation
in
the states or countries in which the character and location of the assets owned
by it or the nature of the business transacted by it requires qualification,
except where failure to be so qualified would not have a material adverse effect
on its business. The execution and delivery of this Agreement does not, and
the
consummation of the transactions contemplated hereby will not, violate any
provision of IFGT-SI’S Trust
documents, or otherwise to authorize the execution and delivery of this
Agreement. IFGT-SI has full power, authority, and legal right and has taken
all
action required by law and otherwise to consummate the transactions herein
contemplated.
Section
1.01 Title
and Related Matters.
IFGT-SI has good and marketable title to the Oil and Gas Lease with Xxxxx
Xxxxxxxxx dated August 27, 2001 free and clear of all liens, pledges, charges,
or encumbrances. IFGT-SI owns, free and clear of any liens, claims,
encumbrances, royalty interests, or other restrictions or limitations of any
nature whatsoever, any and all products it is currently manufacturing, including
the underlying technology and data, and all procedures, techniques, marketing
plans, business plans, methods of management, or other information utilized
in
connection with IFGT-SI and IFGT-SI has not received any notice of infringement
of or conflict with asserted rights of others with respect to any product,
technology, data, trade secrets, know-how, propriety techniques, trademarks,
service marks, trade names, or copyrights which, individually or in the
aggregate, if the subject of an unfavorable decision, ruling or finding, would
have a materially adverse effect on the business, operations, financial
condition, income, or business prospects of IFGT-SI or any material portion
of
its properties, assets, or rights.
Section
1.02 Contracts.
There are no "material" contracts, agreements, franchises, license agreements,
debt instruments or other commitments to which IFGT-SI is a party or by which
it
or any of its patents, assets, products, technology, or properties are bound
other than those incurred in the ordinary course of business (as used in this
Agreement, a "material" contract, agreement, franchise, license agreement,
debt
instrument or commitment is one which (i) will remain in effect for more than
six (6) months after the date of this Agreement or (ii) involves aggregate
obligations of at least twenty five thousand dollars ($25,000);
| a) |
All
contracts, agreements, franchises, license agreements, and other
commitments to which IFGT-SI
is a party or by which its properties are bound and which are material
to
the operations of IFGT-SI taken as a whole are valid and enforceable
by
IFGT-SI in all respects, except as limited by bankruptcy and insolvency
laws and by other laws affecting the rights of creditors
generally;
|
| b) |
IFGT-SI
is not a party to or bound by, and the properties of IFGT-SI are not
subject to any contract, agreement, other commitment or instrument;
any
charter or other corporate restriction; or any judgment, order, writ,
injunction, decree, or award which materially and adversely affects,
the
business operations, properties, assets, or condition of IFGT-SI; and
|
| c) |
IFGT-SI
is not a party to any agreement, contract, or indenture relating to
the
borrowing of money, guaranty of any obligation, other than one on which
IFGT-SI is a primary obligor, for the borrowing of money or otherwise,
excluding endorsements made for collection and other guaranties of
obligations which, in the aggregate do not exceed more than one year
or
providing for payments in excess of $25,000 in the aggregate; (vi)
collective bargaining agreement; or agreement with any present or former
officer or director of IFGT-SI .
|
Section
1.03 No
Conflict With Other Instruments.
The execution of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in the breach of any term or
provision of, constitute an event of default under, or terminate, accelerate
or
modify the terms of any material indenture, mortgage, deed of trust, or other
material contract, agreement, or instrument to which IFGT-SI is a party or
to
which any of its properties or operations are subject.
Section
1.04 Governmental
Authorizations.
Except as set forth in the IFGT-SI Schedules, IFGT-SI has all licenses,
franchises, permits, and other governmental authorizations that are legally
required to enable it to conduct its business in all material respects as
conducted on the date hereof. Except for compliance with federal and state
securities and corporation laws, as hereinafter provided, no authorization,
approval, consent, or order of, or registration, declaration, or filing with,
any court or other governmental body is required in connection with the
execution and delivery by IFGT-SI of this Agreement and the consummation by
IFGT-SI of the transactions contemplated hereby.
Section
1.05 Valid
Obligation.
This Agreement and all agreements and other documents executed by IFGT-SI in
connection herewith constitute the valid and binding obligation of IFGT-SI,
enforceable in accordance with its or their terms, except as may be limited
by
bankruptcy, insolvency, moratorium or other similar laws affecting the
enforcement of creditors' rights generally and subject to the qualification
that
the availability of equitable remedies is subject to the discretion of the
court
before which any proceeding therefore may be brought.
ARTICLE
II
REPRESENTATIONS,
COVENANTS, AND WARRANTIES OF IACH
As
an inducement to, and to obtain the reliance of IFGT-SI and the IFGT-SI
Shareholders, IACH represents and warrants as follows:
Section
2.01 Organization.
IACH is a corporation duly organized, validly existing, and in good standing
under the laws of the North Carolina and has the corporate power and is duly
authorized, qualified, franchised, and licensed under all applicable laws,
regulations, ordinances, and orders of public authorities to own all of its
properties and assets, to carry on its business in all material respects as
it
is now being conducted, and except where failure to be so qualified would not
have a material adverse effect on its business, there is no jurisdiction in
which it is not qualified in which the character and location of the assets
owned by it or the nature of the business transacted by it requires
qualification The execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated hereby will not, violate any
provision of IACH's certificate of incorporation or bylaws. IACH has taken
all
action required by law, its certificate of incorporation, its bylaws, or
otherwise to authorize the execution and delivery of this Agreement, and IACH
has full power, authority, and legal right and has taken all action required
by
law, its certificate of incorporation, bylaws, or otherwise to consummate the
transactions herein contemplated.
Section
2.03 Securities
Filings; Financial Statements.
(a) IACH
is required to file forms or reports with the Securities and Exchange Commission
and is in compliance with all such requirements.
Section
2.04 Information.
The information concerning IACH set forth in this Agreement and the IACH SEC
filings are complete and accurate in all material respects and do not contain
any untrue statements of a material fact or omit to state a material fact
required to make the statements made, in light of the circumstances under which
they were made, not misleading. In addition, IACH has fully disclosed in its
filings to IFGT-SI (through this Agreement or the IACH Schedules) all
information relating to matters involving IACH or its assets or its present
or
past operations or activities which (i) indicated or may indicate, in the
aggregate, the existence of a greater than $25,000 liability or diminution
in
value, (ii) have led or may lead to a competitive disadvantage on the part
of
IACH or (iii) either alone or in aggregation with other information covered
by
this Section, otherwise have led or may lead to a material adverse effect on
the
transactions contemplated herein or on IACH, its assets, or its operations
or
activities as presently conducted or as contemplated to be conducted after
the
Closing Date, including, but not limited to, information relating to
governmental, employee, environmental, litigation and securities matters and
transactions with affiliates.
Section
2.05 Absence
of Certain Changes or Events.
Except as disclosed in its filings or permitted in writing by IFGT-SI, since
the
date of the most recent IACH filings:
(a) There
has not been (i) any material adverse change in the business, operations,
properties, assets or condition of IACH or (ii) any damage, destruction or
loss
to IACH (whether or not covered by insurance) materially and adversely affecting
the business, operations, properties, assets or condition of IACH;
(b) IACH
has not (i) amended its certificate of incorporation or bylaws; (ii) declared
or
made, or agreed to declare or make any payment of dividends or distributions
of
any assets of any kind whatsoever to stockholders or purchased or redeemed,
or
agreed to purchase or redeem, any of its capital stock; (iii) waived any rights
of value which in the aggregate are outside of the ordinary course of business
or material considering the business of IACH; (iv) made any material change
in
its method of management, operation, or accounting; (v) entered into any
transactions or agreements other than in the ordinary course of business; (vi)
made any accrual or arrangement for or payment of bonuses or special
compensation of any kind or any severance or termination pay to any present
or
former officer or employee; (vii) increased the rate of compensation payable
or
to become payable by it to any of its officers or directors or any of its
salaried employees whose monthly compensation exceed $1,000; or (viii) made
any
increase in any profit sharing, bonus, deferred compensation, insurance,
pension, retirement, or other employee benefit plan, payment or arrangement,
made to, for or with its officers, directors, or employees;
(c) IACH
has not (i) granted or agreed to grant any options, warrants, or other rights
for its stock, bonds, or other corporate securities calling for the issuance
thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become
subject to, any material obligation or liability (absolute or contingent) except
liabilities incurred in the ordinary course of business; (iii) paid or agreed
to
pay any material obligations or liabilities (absolute or contingent) other
than
current liabilities reflected in or shown on the most recent IACH balance sheet
and current liabilities incurred since that date in the ordinary course of
business and professional and other fees and expenses in connection with the
preparation of this Agreement and the consummation of the transaction
contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer,
any of its assets, properties, or rights (except assets, properties, or rights
not used or useful in its business which, in the aggregate have a value of
less
than $1000), or canceled, or agreed to cancel, any debts or claims (except
debts
or claims which in the aggregate are of a value less than $1000); (v) made
or
permitted any amendment or termination of any contract, agreement, or license
to
which it is a party if such amendment or termination is material, considering
the business of IACH..
(d) To
the best knowledge of IACH, it has not become subject to any law or regulation
which materially and adversely affects, or in the future, may adversely affect,
the business, operations, properties, assets or condition of IACH.
Section
2.06 Title
and Related Matters.
IACH has good and marketable title to all of its properties, inventory, interest
in properties, and assets, real and personal, which are reflected in the most
recent IACH balance sheet or acquired after that date (except properties,
inventory, interest in properties, and assets sold or otherwise disposed of
since such date in the ordinary course of business), free and clear of all
liens, pledges, charges, or encumbrances except (a) statutory liens or claims
not yet delinquent; (b) such imperfections of title and easements as do not
and
will not materially detract from or interfere with the present or proposed
use
of the properties subject thereto or affected thereby or otherwise materially
impair present business operations on such properties; and (c) as described
in
the IACH Schedules. Except as set forth in the IACH Schedules, IACH owns, free
and clear of any liens, claims, encumbrances, royalty interests, or other
restrictions or limitations of any nature whatsoever, any and all products
it is
currently manufacturing, including the underlying technology and data, and
all
procedures, techniques, marketing plans, business plans, methods of management,
or other information utilized in connection with IACH'S business. Except as
set
forth in the IACH Schedules, no third party has any right to, and IACH has
not
received any notice of infringement of or conflict with asserted rights of
others with respect to any product, technology, data, trade secrets, know-how,
propriety techniques, trademarks, service marks, trade names, or copyrights
which, individually or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, would have a materially adverse effect on the
business, operations, financial condition, income, or business prospects of
IACH
or any material portion of its properties, assets, or rights.
Section
2.07 Litigation
and Proceedings.
There are no actions, suits, proceedings or investigations pending or, to the
knowledge IACH after reasonable investigation, threatened by or against IACH
or
affecting IACH or its properties, at law or in equity, before any court or
other
governmental agency or instrumentality, domestic or foreign, or before any
arbitrator of any kind except as disclosed in it’s filings. IACH has no
knowledge of any default on its part with respect to any judgment, order, writ,
injunction, decree, award, rule or regulation of any court, arbitrator, or
governmental agency or instrumentality or any circumstance which after
reasonable investigation would result in the discovery of such
default.
Section
2.09 Material
Contract Defaults.
IACH is not in default in any material respect under the terms of any
outstanding contract, agreement, lease, or other commitment which is material
to
the business, operations, properties, assets or condition of IACH and there
is
no event of default in any material respect under any such contract, agreement,
lease, or other commitment in respect of which IACH has not taken adequate
steps
to prevent such a default from occurring except as disclosed in it’s
filings.
Section
2.10 No
Conflict With Other Instruments.
The execution of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in the breach of any term or
provision of, constitute a default under, or terminate, accelerate or modify
the
terms of, any indenture, mortgage, deed of trust, or other material agreement
or
instrument to which IACH is a party or to which any of its assets or operations
are subject.
Section
2.11 Governmental
Authorizations.
IACH has all licenses, franchises, permits, and other governmental
authorizations, that are legally required to enable it to conduct its business
operations in all material respects as conducted on the date hereof. Except
for
compliance with federal and state securities or corporation laws, as hereinafter
provided, no authorization, approval, consent or order of, of registration,
declaration or filing with, any court or other governmental body is required
in
connection with the execution and delivery by IACH of this Agreement and the
consummation by IACH of the transactions contemplated hereby.
Section
2.12 Compliance
With Laws and Regulations.
To the best of its knowledge, IACH has complied with all applicable statutes
and
regulations of any federal, state, or other applicable governmental entity
or
agency thereof, except to the extent that noncompliance would not materially
and
adversely affect the business, operations, properties, assets or condition
of
IACH or except to the extent that noncompliance would not result in the
occurrence of any material liability. This compliance includes, but is not
limited to, the filing of all reports to date with federal and state securities
authorities.
Section
2.13 Insurance.
All of the properties of IACH are not insured for their replacement cost.
Section
2.14 Approval
of Agreement.
The board of directors of IACH has authorized the execution and delivery of
this
Agreement by IACH
Section
2.15 Material
Transactions or Affiliations.
Except as disclosed herein and in the IACH Schedules, there exists no contract,
agreement or arrangement between IACH and any predecessor and any person who
was
at the time of such contract, agreement or arrangement an officer or director.
IACH has no commitment, whether written or oral, to lend any funds to, borrow
any money from, or enter into any other transaction with, any such affiliated
person.
Section
2.16 Valid
Obligation.
This Agreement and all agreements and other documents executed by IACH in
connection herewith constitute the valid and binding obligation of IACH,
enforceable in accordance with its or their terms, except as may be limited
by
bankruptcy, insolvency, moratorium or other similar laws affecting the
enforcement of creditors' rights generally and subject to the qualification
that
the availability of equitable remedies is subject to the discretion of the
court
before which any proceeding therefore may be brought.
ARTICLE
III
PLAN
OF EXCHANGE
Section
3.01 The Exchange IFGT-SI shall assign, transfer and deliver, free and clear
of
all liens, pledges, encumbrances, charges, restrictions or known claims of
any
kind, nature, or description, FIFTY-ONE PERCENT AND ONE HALF (51.5 %) of the
Oil
and Gas Lease with Xxxxx Xxxxxxxxx dated August 27, 2001 .
In
exchange for the transfer of SAID Oil and Gas Lease Interest by the IFGT-SI
Shareholders, IACH shall issue to the IFGT-SI Shareholders: 415,000,000
IACH Common Shares Voting rights of said shares shall remain with the current
board of Directors for a period of one year or next annual shareholders meeting
not to exceed June 1st 2006.unless agreed to by the parties of this transaction,
(b) IACH shall issue to Oil Energy Corporation 100,000,000 IACH Common Shares,
(c) IACH shall issue to Gas Energy Corporation 100,000,000 IACH Common Shares,
(d) IACH shall issue to Gas and Oil Corporation 35,000,000 IACH Common Shares,
(e) 48,000,000 of Preferred Series F shares as Amended per the bylaws of IACH.
Said Preferred shares convert at 1:1 (1 Preferred to 1 common) with no voting
rights. (c) IFGT-SI shareholders shall hold a conversion right of said
Preferred shares series F to convert said shares into IACH Common Shares
when the common stock trading price is $1.00 per share.
For
purposes of this Agreement, all accounting terms such as "assets", "tangible",
"liabilities", "net income", etc. shall be determined by reference to U.S.
generally accepted accounting principles, consistently applied, as interpreted
or modified by Regulation S-X promulgated under the Securities Exchange Act
of
1934, and shall not include the cumulative effect of accounting changes, changes
or additional resulting from the transactions contemplated hereby, changes
in
accounting principles.
Section
3.02 Closing.
The closing ("Closing") of the transactions contemplated by this Agreement,
the
closing documents, and any other changes or amendments as agreed, shall be
on a
date and at such time as the parties may agree ("Closing Date") but not later
than June 22, 2005 (Closing date), Such Closing shall take place at a mutually
agreeable time and place with IACH.
Section
3.03 Closing
Events.
At the Closing IACH and IFGT-SI shall execute, acknowledge, and deliver (or
shall ensure to be executed, acknowledged, and delivered) any and all
certificates, opinions, financial statements, schedules, agreements, rulings
or
other instruments required by this Agreement to be so delivered at or prior
to
the Closing, together with such other items as may be reasonably requested
by
the parties hereto and their respective legal counsel in order to effectuate
or
evidence the transactions contemplated hereby
Section
3.04 Termination.
This
Agreement may be terminated by the board of directors of either IACH or IFGT-SI
at any time prior to the Closing Date. If this Agreement is terminated, this
Agreement shall be of no further force or effect, and no obligation, right
or
liability shall arise hereunder and each respective party shall bear its own
costs.
ARTICLE
IV
SPECIAL
COVENANTS
Section
4.01 Access
to Properties and Records.
IACH and IFGT-SI will each afford to the officers and authorized representatives
of the other full access to the properties, books and records of IACH or
IFGT-SI, as the case may be, in order that each may have a full opportunity
to
make such reasonable investigation as it shall desire to make of the affairs
of
the other, and each will furnish the other with such additional financial and
operating data and other information as to the business and properties of IACH
or IFGT-SI, as the case may be, as the other shall from time to time reasonably
request. Without limiting the foregoing, as soon as practicable after the end
of
each fiscal quarter (and in any event through the last fiscal quarter prior
to
the Closing Date), each party shall provide the other with quarterly internally
prepared and un-audited financial statements.
Section
4.02 Delivery
of Books and Records.
IFGT-SI shall deliver all paperwork as to the oil and gas leases at
closing.
Section
4.03 Third
Party Consents and Certificates.
IACH and IFGT-SI agree to cooperate with each other in order to obtain any
required third party consents to this Agreement and the transactions herein
contemplated.
Section
4.04 Indemnification.
(a) IFGT-SI
hereby agrees to indemnify IACH and each of the officers, agents and directors
of IACH as of the date of execution of this Agreement against any loss,
liability, claim, damage, or expense (including, but not limited to, any and
all
expense whatsoever reasonably incurred in investigating, preparing, or defending
against any litigation, commenced or threatened, or any claim whatsoever),
to
which it or they may become subject arising out of or based on any inaccuracy
appearing in or misrepresentations made under Article I of this Agreement.
The
indemnification provided for in this paragraph shall survive the Closing and
consummation of the transactions contemplated hereby and termination of this
Agreement.
(b) IACH
hereby agrees to indemnify IFGT-SI and each of the officers, agents, and
directors of IFGT-SI and each of the IFGT-SI Shareholders as of the date of
execution of this Agreement against any loss, liability, claim, damage, or
expense (including, but not limited to, any and all expense whatsoever
reasonably incurred in investigating, preparing, or defending against any
litigation, commenced or threatened, or any claim whatsoever), to which it
or
they may become subject arising out of or based on any inaccuracy appearing
in
or misrepresentation made under Article II of this Agreement. The
indemnification provided for in this paragraph shall survive the Closing and
consummation of the transactions contemplated hereby and termination of this
Agreement.
MISCELLANEOUS
Section
5.01 Brokers.
IACH and IFGT-SI agree that, except for Xxxxxxx Xxxxx and Xxxxxx Xxxxxxxx there
were no finders or brokers involved in bringing the parties together or who
were
instrumental in the negotiation, execution or consummation of this Agreement.
The consultant herein shall be vested and consulting fees due upon the signing
of this agreement not as to the closing and all fees shall be due and payable
as
per contracts. IACH and IFGT-SI each agree to indemnify the other against any
claim by any third person other than those described above for any commission,
brokerage, or finder's fee arising from the transactions contemplated hereby
based on any alleged agreement or understanding between the indemnifying party
and such third person, whether express or implied from the actions of the
indemnifying party.
Section
5.02 Governing
Law.
This Agreement shall be governed by, enforced, and construed under and in
accordance with the laws of the United States of America and, with respect
to
the matters of state law, with the laws of the State of Florida without giving
effect to principles of conflicts of law thereunder. Each of the parties (a)
irrevocably consents and agrees that any legal or equitable action or
proceedings arising under or in connection with this Agreement shall be brought
exclusively in the federal courts of the United States, (b) by execution and
delivery of this Agreement, irrevocably submits to and accepts, with respect
to
any such action or proceeding, generally and unconditionally, the jurisdiction
of the aforesaid court, and irrevocably waives any and all rights such party
may
now or hereafter have to object to such jurisdiction.
Section
5.03 Notices.
Any notice or other communications required or permitted hereunder shall be
in
writing and shall be sufficiently given if personally delivered to it or sent
by
telecopy, overnight courier or registered mail or certified mail, postage
prepaid, addressed as follows:
If
to IACH, to: INFORMATION
ARCHITECTS CORPORATION
0000 XX 00xx Xxxxxx
0000 XX 00xx Xxxxxx
Xxxx
Xxxxxxxxxx Xx
00000
If
to IFGT-SI, to
IFGT-SI
with
copies to: XXXXXXX
XXXXX
0000
Xxxxxxxxxx
Xxxxx
Xxxxx
Xxxxxxx Xx,
00000
or
such other addresses as shall be furnished in writing by any party in the manner
for giving notices hereunder, and any such notice or communication shall be
deemed to have been given (i) upon receipt, if personally delivered, (ii) on
the
day after dispatch, if sent by overnight courier, (iii) upon dispatch, if
transmitted by telecopy and receipt is confirmed by telephone and (iv) three
(3)
days after mailing, if sent by registered or certified mail.
Section
5.04 Attorney's
Fees.
In the event that either party institutes any action or suit to enforce this
Agreement or to secure relief from any default hereunder or breach hereof,
the
prevailing party shall be reimbursed by the losing party for all costs,
including reasonable attorney's fees, incurred in connection therewith and
in
enforcing or collecting any judgment rendered therein.
Section
5.05 Confidentiality.
Each party hereto agrees with the other that, unless and until the transactions
contemplated by this Agreement have been consummated, it and its representatives
will hold in strict confidence all data and information obtained with respect
to
another party or any subsidiary thereof from any representative, officer,
director or employee, or from any books or records or from personal inspection,
of such other party, and shall not use such data or information or disclose
the
same to others, except (i) to the extent such data or information is published,
is a matter of public knowledge, or is required by law to be published; or
(ii)
to the extent that such data or information must be used or disclosed in order
to consummate the transactions contemplated by this Agreement. In the event
of
the termination of this Agreement, each party shall return to the other party
all documents and other materials obtained by it or on its behalf and shall
destroy all copies, digests, work papers, abstracts or other materials relating
thereto, and each party will continue to comply with the confidentiality
provisions set forth herein.
Section
5.06 Third
Party Beneficiaries.
This contract is strictly between IACH and IFGT-SI, and, except as specifically
provided, no director, officer, stockholder (other than the IFGT-SI
Shareholders), employee, agent, independent contractor or any other person
or
entity shall be deemed to be a third party beneficiary of this
Agreement.
Section
5.07 Expenses.
Each of IACH and IFGT-SI will bear their own respective expenses, including
legal, accounting and professional fees, incurred in connection with the
Exchange or any of the other transactions contemplated hereby.
Section
5.08 Entire
Agreement.
This Agreement represents the entire agreement between the parties relating
to
the subject matter thereof and supersedes all prior agreements, understandings
and negotiations, written or oral, with respect to such subject
matter.
Section
5.09 Survival;
Termination.
The representations, warranties, and covenants of the respective parties shall
survive the Closing Date and the consummation of the transactions herein
contemplated for a period of two years.
Section
5.10 Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall
be
deemed an original and all of which taken together shall be but a single
instrument.
Section
5.11 Amendment
or Waiver.
Every right and remedy provided herein shall be cumulative with every other
right and remedy, whether conferred herein, at law, or in equity, and may be
enforced concurrently herewith, and no waiver by any party of the performance
of
any obligation by the other shall be construed as a waiver of the same or any
other default then, theretofore, or thereafter occurring or existing. At any
time prior to the Closing Date, this Agreement may by amended by a writing
signed by all parties hereto, with respect to any of the terms contained herein,
and any term or condition of this Agreement may be waived or the time for
performance may be extended by a writing signed by the party or parties for
whose benefit the provision is intended.
Section
5.12 Best
Efforts.
Subject to the terms and conditions herein provided, each party shall use its
best efforts to perform or fulfill all conditions and obligations to be
performed or fulfilled by it under this Agreement so that the transactions
contemplated hereby shall be consummated as soon as practicable. Each party
also
agrees that it shall use its best efforts to take, or cause to be taken, all
actions and to do, or cause to be done, all things necessary, proper or
advisable under applicable laws and regulations to consummate and make effective
this Agreement and the transactions contemplated herein.
THE
REST OF THIS PAGE IS INTENTIONALLY BLANK
SIGNATURE
PAGE
IN
WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to
be
executed by their respective officers, hereunto duly authorized, as of the
date
first-above written.
INFORMATION
ARCHITECTS CORPORATION.
BY:
/s/ Xxxxxxx Xxxxxxxxxx,
Xxxxxxx
Xxxxxxxxxx,
President/COO
IFGT-SI
BY:
[Xxxxxx] Xxxxxxx Xxxxxxxx
[Xxxxxx]
Xxxxxxx Xxxxxxxx
Chief
Executive Officer
