ASSETS PURCHASE AGREEMENT
BY AND BETWEEN
ONE PLUS MARKETING, INC.
AND
XXXXX X. XXXX
ASSETS PURCHASE AGREEMENT
This ASSETS PURCHASE AGREEMENT ("Agreement") dated as of December 17,
1999, by and between One Plus Marketing, Inc., an Illinois corporation
("Seller"), and Xxxxx X. Xxxx, an individual, ("Purchaser").
WHEREAS, Seller desires to sell to Purchaser and Purchaser desires to
purchase from Seller certain property and assets of Seller.
NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants, and agreements contained herein, the parties hereto agree
as follows:
ARTICLE I. ASSETS TO BE CONVEYED
At Closing, Seller shall sell, convey, assign, and transfer to
Purchaser, and Purchaser shall purchase and acquire from Seller, the following
items (hereinafter "Assets") of Seller:
(1) all of Seller's computer hardware, software, and systems;
telephones, office supplies, furniture, fixtures, equipment (including
telecopier equipment), and all other tangible property located in the facility
at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx Xxxxx, Xx. Xxxxx, Xxxxxxxx ("OPM's St. Louis
Office"), including but not limited to those items identified on Schedule I(1),
but excluding from the Assets all current insurance policies of Seller.
Purchaser to verify and confirm the existence of such assets the day of closing
and notify Seller of any discrepancies;
(2) copies or originals of all files, correspondence, internal reports,
proprietary information, technical information, and contractual documents
relating to Seller's operations at OPM's St. Louis Office, including, but not
limited to, databases and records on magnetic tape, floppy disk, or other form
of media;
(3) leases identified on Schedule I(3);
(4) the telephone numbers listed on Schedule I(4);
(5) all accounts receivable of Seller as of the Closing Date except an
account receivable from Hitcom Corporation in the amount of $1,650,000.
("Accounts Receivable"). Said Accounts Receivable are being purchased with no
assurance from Seller as to their collectability.
(6) the name "One Plus Marketing" and all derivatives thereof; and,
(7) all customer agreements and customer contracts of Seller and all
operating contracts with suppliers of Seller.
ARTICLE II. CONSIDERATION FROM PURCHASER
In consideration for the conveyance by Seller to Purchaser of the
Assets, Purchaser shall assume and be solely liable for the liabilities
identified in Schedule II ("Assumed Liabilities"). Purchaser shall deliver
to Seller at Closing 5,837,503 shares of Hitcom Corporation common stock
endorsed in blank with an irrevocable stock power in form acceptable to Seller.
ARTICLE III. CLOSING
The closing of the transactions contemplated by this Agreement
("Closing") shall commence at 4:00 P.M., C.S.T. on December 17, 1999, at the
offices of Purchaser's counsel in Edwardsville, Illinois ("Closing Date"). The
sale and purchase of the Assets shall be deemed effective at 12:59 P.M., on the
Closing Date for all purposes.
ARTICLE IV. CONDITIONS PRECEDENT TO CLOSING
Each of the obligations of the Seller and Purchaser, respectively, to
be performed hereunder shall be subject to the satisfaction or waiver by the
Purchaser and Seller, respectively, at or prior to the Closing Date as provided
herein. Further, the following shall be conditions precedent to the respective
parties' obligation to close:
(1) The representations and warranties of the Seller and Purchaser
contained in this Agreement shall be true in all material respects on and as of
the Closing Date with the same force and effect as though made on and as of such
date;
(2) the Seller and Purchaser, respectively, shall have delivered to
each other all required deliveries as provided in this Agreement.
(3) Purchaser shall close on the Assets Purchase Agreement By and
Between Hitcom Corporation and Xxxxx X. Xxxx dated December 17, 1999,
concurrently with the closing of this Agreement.
ARTICLE V. SELLER'S DELIVERIES AT CLOSING
At Closing, Seller shall deliver to Purchaser, unless previously
delivered, in form and substance satisfactory to Purchaser, the following:
(1) a fully executed and enforceable Xxxx of Sale for all the Assets,
including the items identified in Schedule I(1), and Schedule I(4);
(2) a fully executed and enforceable assignment of each lease
identified in Schedule I(3) of this Agreement;
(3) a consent to assignment from each of the respective lessors of each
lease identified in Schedule I(3), stating that as of the Closing Date, there
has been no breach by Seller of the respective lease and that Seller is not in
default of the respective lease;
(4) a fully executed and enforceable assignment of Accounts Receivable
of Seller as of the Closing Date;
(5) a certified statement of the Seller to the effect that Seller is
authorized by its directors to enter into the transactions contemplated by this
Agreement;
(6) a certificate of good standing from the State of Illinois
dated within 30 days before or on the Closing Date;
(7) All items, books, records, files, agreements, purchase orders,
internal reports, and materials in Seller's possession relating to the Assets;
and
(8) Such other documents and deliveries reasonably required by
Purchaser or Purchaser's Lender to consummate the transactions contemplated by
this Agreement.
ARTICLE VI. PURCHASER'S DELIVERIES AT CLOSING
At Closing, Purchaser shall deliver to Seller, in form and substance
satisfactory to Seller the following:
(1) a fully executed and enforceable Assumption of Liabilities for the
Assumed Liabilities;
(2) 5,837,503 shares of Hitcom Corporation common stock endorsed in
blank with irrevocable stock power in form acceptable to Seller;
(3) Such other documents and deliveries reasonably requested by Seller
to consummate the transactions contemplated by this Agreement.
ARTICLE VII. MUTUAL REPRESENTATIONS AND WARRANTIES
Seller and Purchaser agree, represent and warrant that from the date of
this Agreement, except as otherwise consented to in writing:
(1) At all times subsequent to Closing, Seller and Purchaser each will
permit the other party and their representatives, including but not limited to
lawyers and accountants, during normal business hours, to have access to and
examine and make copies of all books, records, files, and documents in its
possession that relate to the Assets or this Agreement or the other agreements
and instruments referred to in this Agreement or that relate to transactions or
events occurring prior to the Closing or to transactions or events occurring
subsequent to the Closing that are related to or arise out of transactions or
events relating to the Closing.
(2) For any rights or remedies relating to the Assets that may be
enforced after the Closing Date against third parties, Purchaser will notify
Seller in writing of any such enforcement that should properly be instituted in
the name of Seller, and Seller will join with Purchaser in enforcing such rights
and remedies or enforce such rights or remedies in Seller's own name at
Purchaser's sole cost.
(3) All representations, warranties, covenants, and agreements made by
either party to this Agreement shall survive the Closing.
(4) The parties will each use their best efforts to cause all
conditions of the consummation of the transaction contemplated herein to be
satisfied prior to termination of this Agreement.
(5) All covenants, agreements, representations and warranties made in
this Agreement shall be deemed to be material and to have been relied upon by
Purchaser and Seller, notwithstanding any prior knowledge or investigations made
by or on behalf of them.
ARTICLE VIII. SELLER'S REPRESENTATIONS AND WARRANTIES
Seller agrees, represents and warrants that from the date of this
Agreement, except as otherwise consented to in writing by Purchaser:
(1) Seller's business shall be conducted only in the ordinary course
and consistent with past practices except that Seller shall take such action as
may be necessary to preserve the Assets and to comply with all applicable laws,
ordinances, regulations, and orders of all governmental agencies and regulatory
authorities;
(2) Seller shall not dispose of, encumber, assign, or mortgage any of
the Assets;
(3) Seller shall preserve intact its business organization and use its
best effort to keep available the services of its present officers and key
employees and to preserve the goodwill of those having business relationships
with it;
(4) The Seller shall perform all of its obligations under contracts
relating to the Assets;
(5) As of the Closing Date, there will be no material adverse change to
the Assets or the business of Seller from the status and condition as it exists
as of the date of this Agreement, and Seller shall use its best efforts to
preserve the same;
(6) Seller shall pay sales, use, and transfer taxes, if any, payable to
the State of Missouri, any county, or municipality located therein, or any other
federal, state, or local governmental entity in connection with the transactions
contemplated by this Agreement or the other agreements or instruments referred
to in this Agreement;
(7) Seller agrees to indemnify Purchaser against any claims resulting
from Seller's or Purchaser's failure to comply with any bulk sales laws that may
be applicable to the transactions contemplated by this Agreement;
(8) Seller agrees to comply with any and all state and federal rules
and regulations, including those of the Securities and Exchange Commission, and
notice requirements in connection therewith that may be applicable to the
transactions contemplated by this Agreement. Seller agrees to indemnify
Purchaser from and against any and all costs, claims, and liabilities resulting
from any such failure of Seller to comply with any such rules or regulations;
(9) All mail addressed to Seller relating to the Assets that is
delivered to Seller after the Closing Date shall be delivered by Seller to
Purchaser upon receipt by Seller;
(10) From time to time after the Closing Date, at the request of
Purchaser and without further consideration, Seller shall execute and deliver
such other instruments of conveyance and transfer and take such other action as
Purchaser may specify so as to convey to, transfer to, vest in, and put
Purchaser in possession of the Assets;
(11) Seller is a corporation duly formed and validly existing under the
laws of the State of Illinois and has the power and authority to carry on its
business as now conducted, to own and operate the Assets, to execute this
Agreement and the other agreements and instruments referred to in this Agreement
that it is executing and delivering, and to carry out the transactions
contemplated hereby and thereby;
(12) The execution and delivery by Seller of this Agreement and the
other agreements and instruments referred to in this Agreement have been duly
authorized by the directors of Seller and constitute legal, valid, binding, and
enforceable agreements and instruments of Seller;
(13) Except for loan # 3301059749 dated May 1, 1998 and loan #
3301059750 dated May 1, 1998 both from the Bank of Edwardsville, in
Edwardsville, Illinois, neither the execution, delivery, nor performance of this
Agreement or any other agreement or instrument executed and delivered by or on
behalf of Seller in connection herewith, nor the consummation of the
transactions herein or therein contemplated, nor compliance with the terms and
provisions hereof or thereof, contravenes Seller's Articles of Incorporation or
By-Laws, or any provision of law, statute, rule, regulation, or order of any
court or governmental authority to which Seller is subject, or any judgment,
decree, franchise, order, or permit applicable to Seller, or conflicts or is
inconsistent with or will result in any breach of or constitute a default under
any contract, commitment, agreement, understanding, arrangement, or instrument,
or result in the creation of or imposition of (or the obligation to create or
impose) any lien, encumbrance, or liability on any of the property or assets of
Seller, or will increase any such lien, encumbrance, or liability;
(14) There are no actions, suits, or proceedings pending, or, to
Seller's knowledge, threatened or anticipated, before any court or governmental
or administrative body or agency affecting Seller or the Assets;
(15) No order, permission, consent, approval, license, authorization,
registration, or validation of, or filing with, or exemption by any governmental
agency, commission, board, or public authority is required to authorize, or is
required in connection with, the execution, delivery, or performance by the
Seller of this Agreement or any other agreement or instrument to be executed or
delivered by Seller hereunder;
(16) Seller has and shall transfer to Purchaser good, valid, and
marketable title to all of the Assets, and except for those Assets which may be
pledged as security for loan # 3301059749 dated May 1, 1998 and loan #
3301059750 dated May 1, 1998 both from the Bank of Edwardsville, in
Edwardsville, Illinois, none of the Assets is subject to any lien, pledge,
encumbrance, or charge of any kind, including, but not limited to, claims for
unpaid taxes; and,
(17) Seller agrees to pay and discharge when due all liabilities and
obligations of Seller relating to the Assets, including until closing, the
Assumed Liabilities.
(18) That to Seller's knowledge there are no liabilities of Seller that
are not listed on Schedule II.
ARTICLE IX. PURCHASER'S REPRESENTATIONS AND WARRANTIES
Purchaser agrees, represents and warrants that from the date of this
Agreement, except as permitted by this Agreement or otherwise consented to in
writing by Seller:
(1) The execution and delivery by Purchaser of this Agreement and the
other agreements and instruments referred to in this Agreement constitute legal,
valid, binding, and enforceable agreements and instruments of Purchaser;
(2) Purchaser agrees to provide testimony and cooperate with Seller in
any claim or proceeding between Seller and Dwight, Arant, Flex Financial or St.
Michael's Trading, all without any payment or compensation except for
reimbursement for reasonable travel, food, and lodging expenses; and,
(3) That to Purchaser's knowledge, there are no liabilities of Seller
that are not listed on Schedule II. Purchaser acknowledges that he has been an
employee and officer of Seller's business and that Purchaser is not relying on
any representation or warranty of Seller except as provided in this Agreement.
ARTICLE X. INDEMNIFICATION
A. Seller indemnifies and agrees to hold Purchaser harmless from,
against, and in respect to the following:
(1) one-half (1/2) of any and all debts, liabilities, or obligations of
Seller, direct or indirect, fixed, contingent, or otherwise, arising from
activities of Seller between April 1, 1997 and the Closing Date, excepting
therefrom any Assumed Liabilities;
(2) any and all loss, liability, deficiency, or damage suffered or
incurred by Purchaser as a result of any default by Seller existing on the
Closing Date or any event of default occurring prior to the Closing Date that
with the passage of time would constitute a default, under any contract or other
agreement assumed by Purchaser under this Agreement;
(3) any and all loss, liability, deficiency, or damage suffered or
incurred by Purchaser by reason of any untrue representation, breach of
warranty, or nonfulfillment of any covenant or agreement by Seller contained in
this Agreement or in any certificate, document, or instrument delivered to
Purchaser hereunder or in connection herewith;
(4) any claim for a finder's fee or brokerage or other commission by
any person or entity for services alleged to have been rendered at the instance
of Seller with respect to this Agreement or any of the transactions contemplated
hereby; and
(5) any and all actions, suits, proceedings, claims, demands,
assessments, judgments, costs, and expenses, including, without limitation,
legal fees and expenses, incident to any of the foregoing or incurred in
enforcing this indemnity.
B. Purchaser indemnifies and agrees to hold Seller harmless from,
against, and in respect to the following:
(1) any and all debts, liabilities, or obligations of Purchaser, direct
or indirect, fixed, contingent, or otherwise accruing after the Closing Date
related to the Assets or the Assumed Liabilities;
(2) all liabilities of Seller arising from activities of Seller prior
to April 1, 1997;
(3) one-half (1/2) of all debts, liabilities, or obligations of Seller,
direct or indirect, fixed, contingent, or otherwise arising from activities of
Seller between April 1, 1997 and the Closing Date, excepting therefrom the
Assumed Liabilities.
(4) any and all loss, liability, deficiency, or damage suffered or
incurred by Seller resulting from any untrue representation, breach of warranty,
or nonfulfillment of any covenant or agreement by Purchaser contained in this
Agreement or in any certificate, document, or instrument delivered to Seller
pursuant hereto or in connection herewith;
(5) any and all loss, liability, deficiency, or damage suffered or
incurred by Seller as a result of Purchaser's failure to discharge the Assumed
Liabilities;
(6) any claim for a finder's fee or brokerage or other commission by
any person or entity, for services alleged to have been rendered at the instance
of Purchaser with respect to this Agreement or any of the transactions
contemplated hereby; and
(7) any and all actions, suits, proceedings, claims, demands,
assessments, judgments, costs, and expenses, including, without limitation,
legal fees and expenses, incident to any of the foregoing or incurred in
enforcing this indemnity.
C. Indemnification of Third-Party Claims
(1) In order for Purchaser or Seller, as the case may be, to be
entitled to any indemnification provided for under this Article, in respect of,
arising out of, or involving a claim made by any person, firm, governmental
authority, or corporation other than the Purchaser or Seller, or their
respective successors, assigns, or affiliates, against the indemnified party,
the indemnified party must notify the indemnifying party in writing of this
third-party claim within 5 days after receipt by the indemnified party of
written notice of the third-party claim.
(2) If a third-party claim as set forth in paragraph (C)(1) above is
made against an indemnified party, the indemnifying party will be entitled to
participate in the defense thereof and, if it so chooses, to assume the defense
thereof with counsel selected by the indemnifying party. Should the indemnifying
party elect to assume the defense of such a third-party claim, the indemnifying
party will not be liable to the indemnified party for any legal expenses
subsequently incurred by the indemnified party in connection with the defense
thereof. If the indemnifying party elects to assume the defense of such a
third-party claim, the indemnified party will cooperate fully with the
indemnifying party in connection with such defense.
(3) If the indemnifying party assumes the defense of a third-party
claim, then in no event will the indemnified party admit any liability with
respect to, or settle, compromise, or discharge, any third-party claim without
the indemnifying party's prior written consent, and the indemnified party will
agree to any settlement, compromise, or discharge of a third-party claim that
the indemnifying party may recommend that releases the indemnified party
completely in connection with the third-party claim.
(4) In the event the indemnifying party shall assume the defense of any
third-party claim, the indemnified party shall be entitled to participate in,
but not control, the defense with its own counsel at its own expense. If the
indemnifying party does not assume the defense of any such third-party claim,
the indemnified party may defend the claim in a manner as it may deem
appropriate, including, but not limited to, settling the claim or litigation
after giving notice of it to the indemnifying party on such terms as the
indemnified party may deem appropriate, and the indemnifying party will
reimburse the indemnified party promptly in accordance with the provisions of
this Article.
(5) Anything contained in this Agreement to the contrary
notwithstanding, Seller shall not be entitled to assume the defense of, but
shall be entitled to notice of and to participate in, any third-party claim
against Purchaser if the third-party claim seeks an order, injunction, or other
equitable relief against Purchaser that, if successful, might interfere with
Purchaser's ownership or use of the Assets.
(6) Notwithstanding any provision of this Agreement to the contrary,
Seller shall have no liability to Purchaser and Purchaser shall have no
liability to Seller under this Article unless the aggregate of all claims
against such party exceeds $1,000 and then only to the extent that such
liability exceeds $1,000.
ARTICLE XI. TERMINATION
Anything contained in this Agreement to the contrary notwithstanding,
this Agreement may be terminated:
(1) by mutual written consent of the Seller and the Purchaser;
(2) by the Seller, by written notice to the Purchaser, if any condition
set forth in Article VI hereof has not been met at Closing and has not
been knowingly and lawfully waived in writing;
(3) by the Purchaser, by written notice to the Seller, if any condition
in Article V hereof has not been met at closing and has not been
knowingly and lawfully waived in writing;
(4) by either the Purchaser or the Seller (by written notice to the
other) if the Closing shall not have occurred on or before January 1,
2000.
ARTICLE XII. MISCELLANEOUS
(1) Except as specifically set forth otherwise in this Agreement, all
fees and expenses incurred by Seller in connection with this Agreement will be
borne by Seller and all fees and expenses incurred by Purchaser in connection
with this Agreement will be borne by Purchaser.
(2) Schedule XII(2) contains a list of Seller's employees which
Purchaser intends to offer to hire after the Closing of this transaction.
(3) This Agreement will be binding on, inure to the benefit of, and be
enforceable by and against the respective successors and assigns of the parties
hereto.
(4) This Agreement and the agreements, instruments, schedules, and
other writings referred to in this Agreement contain the entire understanding of
the parties with respect to the subject matter of this Agreement. There are no
restrictions, agreements, promises, representations, warranties, covenants, or
undertakings other than those expressly set forth herein or therein. This
Agreement supersedes all prior agreements and understandings between the parties
with respect to its subject matter. This Agreement may be amended only by a
written instrument duly executed by all of the parties or their successors or
assigns.
(5) No waiver of any breach or default hereunder shall be considered
valid unless in writing and signed by the party giving such waiver, and no such
waiver shall be deemed a waiver of any subsequent breach or default of the same
or a similar nature.
(6) The section and paragraph headings contained herein are for the
convenience of the parties only and are not intended to define or limit the
contents of their sections and paragraphs.
(7) This Agreement and all amendments thereof shall be governed by and
construed in accordance with the laws of the State of Illinois without regard to
its conflict of laws provisions.
(8) All notices, claims, certificates, requests, demands, and other
communications under this Agreement will be in writing and notices will be
deemed to have been duly given if delivered or mailed, registered or certified
mail, postage prepaid, return receipt requested, or for overnight delivery, by a
nationally recognized overnight mail service, as follows:
If to Purchaser, to: Xxxxx X. Xxxx
000 Xxxxx Xxxxxx Xxxxxx
Xxxxx Xxxxx
Xx. Xxxxx, XX 00000-0000
With a copy to: Xxxx XxXxxxxxx, Attorney
Xxxxxx & Xxxxxxx, P.C.
X.X. Xxx 000
000 X. Xxxxxxxx
Xxxxxxxxxxxx, XX 00000
If to Seller, to: Xxx Xxxxx
00 Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, Xxxxxxx, X0X 0X0
With a copy to: Xxxxxx X. xxx Xxxxxx, Attorney
Xxxxxxxxx Xxxxxxxx, L.L.P.
Xxx Xxxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xx. Xxxxx, Xxxxxxxx 00000-0000
or to such other address as the party to whom notice is to be given previously
may have furnished to the other party in writing in the manner set forth in this
section.
(9) Each party to this Agreement will be responsible for paying its own
attorney, accounting, and other costs and expenses incurred in connection with
this Agreement.
(10) This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original copy of this Agreement, and all of
which, when taken together, shall be deemed to constitute but one and the same
agreement.
(11) If any term, condition, or provision of this Agreement shall be
declared invalid or unenforceable, the remainder of the Agreement, other than
such term, condition, or provision, shall not be affected thereby and shall
remain in full force and effect and shall be valid and enforceable to the
fullest extent permitted by law.
(12) This Agreement has been reviewed by both Seller's legal counsel
and Purchaser's legal counsel and shall be construed as if it had been prepared
and drafted jointly by the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
SELLER PURCHASER
ONE PLUS MARKETING, INC. /s/ XXXXX X. XXXX
By: /s/ Xxxxx Xxxxx
Title: President
SCHEDULE I (1)
Item Quantity
Computers 22
Computer Monitors 18
Desks 9
Fold-out Tables 15
Chairs (5 spoke) 23
Chairs (sidearm) 7
Computer Rack Enclosures 3
RAID Enclosure 1
NMS AG-T1 boards 10
Western Digital 9G SCSI HD 4
Mylex RAID Controller 2
100 Base T 12 Port Hub 2
10/100 Base T 12 Port Hub 1
10 Base T 24 Port Hub 1
Excel LNX Switch 1
25 A DC Power Supply 2
POP Chiller 1
Industrial UPS System 1
HP Laser Jet 5Si 1
LarsCom T3 1
Refrigerator 1
Xxxx Coffee Maker 1
Microwave 1
Mustek Flatbed Scanner 1
Persona Plus Card Printer 1
Sharp SF-2118 copier 1
Cubicles 16
Onyx Telephone System 1
Xerox color printer 1
SCHEDULE I (3)
Leases:
1. GE Capital Lease 316715001 (formerly Colonial Pacific, Lease 130619001);
2. GE Capital Lease 316715002 (formerly Colonial Pacific, Lease 130933001); and,
3. Lease dated June 27, 1995 with Arch Assets I, LLC for the office facility
located at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000, Xx. Xxxxx, Xxxxxxxx;
SCHEDULE I (4)
Telephone Numbers:
1. All of Seller's telephone numbers listed with MCI/Worldcom
2. All of Seller's telephone numbers listed with Cable and Wireless
SCHEDULE II
Liabilities Assumed by Purchaser as listed below:
1. Seller's accounts payable and liabilities incurred in the ordinary course of
business prior to the Closing Date or attributable to Seller's activities prior
to the Closing Date, including without limitation:
a) trade accounts payable;
b) accrued employee wages, sick pay, vacation pay, severance
pay, bonus, and federal, state, and city employment taxes of
all employees of Seller working at OPM's St. Louis Office;
c) deferred revenue;
d) accrued liabilities for the following accounts:
i) Worldcom;
ii) Cable & Wireless;
iii) St. Louis Presort; and,
iv) Commissions;
e) accounts payable listed on the attached accounts payable
report for One Plus Marketing, Inc. dated as of the Closing
Date; and,
f) Currently due and payable state and city personal property
taxes for the Assets acquired, but not any associated
interest, late fees, or penalties prior to closing.
2. Notwithstanding anything to the contrary in this Schedule, Seller's accounts
payable and liabilities incurred in the ordinary course of business do not
include:
a) any and all accounts payable or liabilities incurred without the prior
knowledge of Purchaser;
b) intercompany charges between Seller and its parent corporation (Hitcom
Corporation, or between Seller and any company affiliated with Seller;
nor,
c) any federal, state, county or city taxes (except for tax liabilities
assumed by Purchaser in Schedule II paragraphs 1 b), and 1 f) above.
SCHEDULE XII(2)
Employees the Purchaser intends to offer to hire after the Closing of this
Transaction:
None.
