EXHIBIT 2
PURCHASE AND SALE AGREEMENT
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THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made as of the 8th
day of July, 2003 by and between Xxxx Xxxxxx ("Seller") and Xxxxx X. Xxxxxxxx,
Trustee of The 2002 Xxxxxx Children's Trusts dated December 12, 2002 ("Buyer").
BACKGROUND
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Seller is the owner of DELV, Inc. Seller wishes to sell and assign to
Buyer, and Buyer wishes to purchase and acquire all of Seller's shares in Delv,
Inc. Hereinafter, the shares to be sold by Seller pursuant to this Agreement
shall be referred to as the "Transferred Shares."
NOW THEREFORE, in consideration of the promises and of the mutual
covenants set forth herein, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Agreement to Sell and Purchase. Seller hereby agrees to sell and
assign to Buyer, and Buyer hereby agrees to purchase and acquire from Seller,
all of Seller's rights, title and interest in and to all of the Transferred
Shares, on the terms and subject to the conditions set forth in this Agreement.
2. Purchase Price; Payment and Closing.
(a) On the date of the execution of this Agreement, Buyer shall pay
to Seller the cash sum of Seventeen Thousand Eight Hundred Fifty Dollars
($17,850) ("Initial Purchase Price").
(b) Within fifteen (15) days after the valuation firm of
Xxxxxx-Xxxxxx Consulting LLC issues its final valuation report on the
Transferred Shares, Seller shall pay to Buyer (if the Initial Purchase Price is
less than the final value determined by Xxxxxx-Xxxxxx Consulting LLC) or Buyer
shall pay to Seller (if the Initial Purchase Price is greater than the final
value determined by Xxxxxx-Xxxxxx Consulting LLC) an amount equal to the
difference between the Initial Purchase Price and the said final valuation. The
final valuation report of Xxxxxx-Xxxxxx Consulting LLC shall be conclusive and
binding upon the parties hereto.
(c) Closing shall occur upon the execution of this Agreement. At
Closing Seller shall deliver to Buyer an executed Stock Power and Stock
Certificate duly executed by Seller.
3. Representations and Warranties of Seller. Seller hereby makes the
following representations and warranties to Buyer:
(a) Seller is the owner of the Transferred Shares.
(b) Seller has good, marketable and unencumbered title to the
Transferred Shares, free and clear of all liens, security
interests, pledges, claims, options and rights of others.
EXHIBIT 2
(c) Seller does not have any knowledge of any material claims,
obligations and/or liabilities with respect to any of the
Transferred Shares which are not also known to Buyer.
4. Survival of Representations and Warranties. Seller's
representations and warranties in Paragraph 3 of this Agreement shall survive
Closing for an unlimited period.
5. Miscellaneous.
(a) This Agreement shall be binding upon and shall inure to the
benefit of the parties and their respective successors and
assigns.
(b) This Agreement contains the entire understanding of the
parties with respect to the subject matter hereof. Any
agreement hereafter made shall be ineffective to change,
modify, discharge or effect an abandonment of this Agreement
unless such agreement is in writing and signed by the party
against whom enforcement of such change, modification,
discharge or abandonment is sought.
(c) This Agreement may be executed in any number of
counterparts.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
XXXXX XXXX-XXXXXXXX XXXX XXXXXX (SEAL)
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Xxxx Xxxxxx
THE 2002 XXXXXX CHILDREN'S TRUSTS
XXXXX X. XxXXXX By: XXXXX X. XXXXXXXX (SEAL)
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Xxxxx X. Xxxxxxxx, Trustee
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