EXHIBIT 10.1
SALE AND PURCHASE AGREEMENT WITH
ENVIROTANK INTERNATIONAL L.L.C. DATED
MATY 18, 2006
SALE AND PURCHASE AGREEMENT
BY AND BETWEEN VERDANT TECHNOLOGY CORPORATION
AND
ENVIROTANK INTERNATIONAL, L.L.C.
TABLE OF CONTENTS
SECTION TITLE PAGE
Article 1 SALE -Description of Company.........................P. 2
-Consideration..................................p. 4
Article 2 SELLER'S WARRANTIES.......................................p. 4
Article 3 PURCHASERS WARRANTIES.....................................p. 8
Article 4 CONVENANTS................................................p. 8
Article 5 CONDITIONS - PURCHASER....................................p. 11
Article 6 CONDITIONS - SELLER.......................................p. 12
Article 7 OBLIGATIONS AT CLOSING....................................p. 12
Article 8 SELLER'S OBLIGATIONS AFTER CLOSING........................p. 13
Article 9 INDEMNIFICATION...........................................p. 13
Article 10 GENERAL PROVISIONS........................................p. 14
Signatures.................................................................p. 16
SALE AND PURCHASE AGREEMENT
This Sale and Purchase Agreement ("Agreement") dated as of the 18TH day of
MAY, 2006, by and between VERDANT TECHNOLOGY CORPORATION, a Delaware Corporation
with headquarters in Houston, Texas, (hereinafter referred to as "Purchaser"),
and ENVIROTANK INTERNATIONAL L.L.C., a limited liability company organized in
the State of Louisiana, (hereinafter referred to as "Seller").
INTRODUCTION
Seller desires to sell and Purchaser desires to purchase all of the assets
of EnviroTank International L.L.C. (also referred to as "Company") on the terms
and conditions set forth in this Agreement.
In consideration of the mutual promises of the parties; in reliance on the
representations, warranties, covenants, and conditions contained in this
Agreement; and for other good and valuable consideration, the parties agree as
follows:
ARTICLE 1
SALE
DESCRIPTION AND BUSINESS PURPOSE THE COMPANY
1.01. The Company has developed certain technology for a crude recovery
unit/tank cleaning system ("the Technology"), which is designed to deal with a
problem of sludge buildup in the bottom of crude oil storage tanks. "The
Technology" for purposes of this agreement is defined specifically in the
Technology Rights Agreement executed between ▇▇▇▇▇ ▇▇▇▇▇▇▇ ("Grantor") and
Envirotank, International. L.L.C. The executed Technology Rights Agreement is
attached as Exhibit "A" to this agreement.
SALE OF COMPANY
1.02. Seller agrees to sell, convey, transfer, assign, and deliver to
Purchaser, and Purchaser agrees to purchase or accept from Seller, ALL of
the assets of Company, including but not limited to:
(a) All inventories of finished goods, work in progress, raw materials, and
supplies;
(b) All right, title, and interest in and to all of the following
owned by Seller or Company:
(i) The trademarks, service marks, copyrights, patents, patent
applications, and trade names.
(ii) All applications for or registrations of any of these items,
promotional
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designs, concepts, literature, rights against other persons in respect
to these items, and other promotional properties.
(iii) All formulae, know-how, pricing policies, patent rights, patent
applications, letters patents, trade secrets, inventions, models,
processes, market information, market analyses, marketing plans,
operating or management policies, procedures and forms, computer
software, computer operating procedures, and all other proprietary
rights used or useful or developed for use in the business of Company
including, but not limited to the Technology described above.
(c) All right, title, and interest of Seller in and to the name EnviroTank
International L.L.C., or any variant of the name.
(d) All papers and records (whether in written or other form) of any kind
presently in or in the future coming into the care, custody, or control of
Seller or Company relating to any of the assets sold to Purchaser pursuant
to this Agreement or the acquisition or past, present, or future operation
of Company, including but not limited to: customer lists, supplier lists,
distributor lists, purchase and sales records, blueprints, specifications,
personnel and labor relations records, environmental control records,
accounting and financial records, maintenance records, operating and
management manuals, computer systems and software documentation, blank
forms, blank checks, other blank instruments, and plans and designs of
products and equipment.
(e) All permits, licenses, franchises, consents, authorities, special
authorities, and other similar acts of any government body (federal, state,
local, or foreign) held by Company or by Seller on behalf of Company that
may lawfully be assigned or transferred, subject to any action by such body
that may be required in connection with such assignment or transfer.
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CONSIDERATION FOR SALE
1.03. In consideration of the sale and transfer of the assets of Company
and the representations, warranties, and covenants of Seller set forth in this
Agreement, Purchaser shall pay to Seller the sum of $100. The transfer of the
Company assets will occur on MAY 13, 2006, the Closing Date of this Sale.
Purchaser shall assume on the Closing Date all duties and obligations of
Company pursuant to the future contracts, agreements, purchase orders, and
leases.
CLOSING
1.04. The parties agree to use their best efforts to consummate this
transaction ("Closing"). The Closing shall take place on MAY 13, 2006, or at
such other time, date, and place mutually agreed upon in writing by Seller and
Purchaser ("Closing Date").
ARTICLE 2
SELLER'S REPRESENTATIONS AND WARRANTIES
Seller hereby represents and warrants to Purchaser that the following facts
and circumstances are and at all times up to the Closing Date will be true and
correct:
ORGANIZATION
2.01. Company is a limited liability company duly organized, validly
existing, and in good standing under the laws of Louisiana and is qualified to
do any lawful business internationally. Company has all requisite power and
authority to own, operate, and carry on its business as now being conducted.
OWNERSHIP OF COMPANY
2.02. Seller is the sole owner of Company with full right to sell or
dispose of it as Seller may choose. No other person or persons have any claim,
right, title, interest, or lien in, to, or on Company or Company's assets.
OWNERSHIP IN OTHER COMPANIES
2.03. Company has no interest in any other company, corporation, firm,
business, or partnership.
There are no liabilities or obligations of Company, accrued, absolute,
contingent, inchoate, or otherwise that arose out of or relate to any matter,
act, or omission occurring from March 21, 2006, to the date of this Agreement.
Since March 21, 2006, there have not been:
(a) Any material adverse change in financial condition, operations, sales,
or net income of Company.
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(b) Any loss, damage, or destruction to properties or assets, tangible or
intangible (whether or not covered by insurance).
(c) Any change in policy regarding compensation payable to or to become
payable to any of Company's officers, directors, employees, or agents.
(d) Any labor dispute, disturbance, or attempt to organize a union.
(e) Any proposed law or regulation or any actual event or condition of any
character that is known to Company or Seller that materially adversely
affects the business or future prospects of Company.
(f) Any claim, litigation, event, or condition of any character, that
materially adversely affects the business or future prospects of Company.
(g) Any mortgage, pledge, lien, or encumbrance made or agreed to be made on
any of Company's assets or properties, tangible or intangible.
(h) Any sale, transfer, other disposition of, or agreement to sell,
transfer, or dispose of Company's properties or assets, tangible or
intangible, except as contemplated in this Agreement and except in the
normal course of business and then only for full and fair value received.
(i) Any borrowings or agreements to borrow by or from Company.
(j) Any loans, advances, or agreements with respect to any loans or
advances.
(l) Any transaction.
(m) Any capital expenditure made by Company.
(n) Any agreement by Seller or Company to do any of the items described in
Subparagraphs (a) through (m), above.
TAXES
2.04. All federal, state, local, and foreign income, ad valorem, excise,
sales, use, payroll, unemployment, and other taxes and assessments ("Taxes")
that are due and payable by Company or by Seller on behalf of Company have been
properly computed, duly reported, fully paid, and discharged. There are no
unpaid Taxes that are or could become a lien on the property or assets of
Company or require payment by Company, except for current Taxes not yet due and
payable. All current Taxes not yet due and payable by Company have been properly
accrued on the balance sheets of Company. Company has not
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incurred any liability for penalties, assessments, or interest under the
Internal Revenue Code. No unexpired waiver executed by or on behalf of Company
with respect to any Taxes is in effect.
TITLE TO ASSETS AND PROPERTIES
2.05. Company has good and marketable title to all of its assets and
properties, tangible and intangible, that are material to Company's business and
future prospects. These assets and properties constitute all of the assets and
interests in assets that are used in Company's business. All of these assets are
free and clear of mortgages, liens, pledges, charges, encumbrances, equities,
claims, easements, rights of way, covenants, conditions, and restrictions,
except for the following:
(a) The lien of current Taxes not yet due and payable.
(b) Possible minor matters that, in the aggregate, are not substantial in
amount and do not materially detract from or interfere with the present or
intended use of any of the assets and properties nor materially impair
business operations.
CONTRACTS
2.06. Neither Seller nor Company is a party to, nor are Company's assets or
properties bound by, any contract that is materially adverse to the business,
property, or financial condition of Company.
LAWS AND REGULATIONS
2.07. Company is not in default or in violation of any law; regulation;
court order; or order of any federal, state, municipal, foreign, or other
government department, board, bureau, agency, or instrumentality, wherever
located, that would materially adversely affect its business or future
prospects.
LITIGATION
2.08. There are no pending, outstanding, or threatened claims; legal,
administrative, or other proceedings; or suits, investigations, inquiries,
complaints, notices of violation, judgments, injunctions, orders, directives, or
restrictions against or involving Company or any of the assets, properties, or
business of Company or any of Company's officers, directors, or employees that
will materially adversely affect Company, its assets, properties, or business.
To the best of Seller's and Company's knowledge and belief, after conducting a
due diligence investigation, there are no past, present or future lawsuits or
arbitrations involving or potentially involving the Company.
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FRINGE BENEFIT PLANS; EMPLOYMENT CONTRACTS
2.09. As part of the consideration of this contract, Purchaser agrees to
honor any employment or consulting agreement the Company has previously entered
into before the Closing of this Purchase and Sale Agreement. There are no
unfunded pensions or similar liabilities regarding any employee of Company.
Pension plans have been properly funded as to current and past service costs,
have at all times been administered in compliance in all material respects with
all applicable requirements of ERISA and any other applicable laws, and Company
does not maintain any "pension plan" as defined in ERISA that is unfunded.
Company however does not have any employment or contract agreements in effect at
the Closing date of this sale.
AUTHORITY
2.10. Seller and Company each has full power and authority to execute,
deliver, and/or consummate this Agreement, subject to the conditions to Closing
set forth in this Agreement. All reports and returns required to be filed by
each with any government and regulatory agency with respect to this transaction
have been properly filed. Except as otherwise disclosed in this Agreement, no
notice to or approval by any other person, firm, or entity, including
governmental authorities, is required of Seller or Company to consummate the
transaction contemplated by this Agreement.
FULL DISCLOSURE
2.11. No representation, warranty, or covenant made to Purchaser in this
Agreement nor any document, certificate, exhibit, or other information given or
delivered to Purchaser pursuant to this Agreement contains or will contain any
untrue statement of a material fact, or omits or will omit a material fact
necessary to make the statements contained in this Agreement or the matters
disclosed in the related documents, certificates, information, or exhibits not
misleading.
BROKERS
2.12. Neither Seller nor Company, nor any of Company's officers, directors,
or employees have retained, consented to, or authorized any broker, investment
banker, or third party to act on Company's behalf, directly or indirectly, as a
broker or finder in connection with the transactions contemplated by this
Agreement.
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ARTICLE 3
PURCHASER'S REPRESENTATIONS AND WARRANTIES
Purchaser represents and warrants to Seller that:
AUTHORITY
3.01. Purchaser has full power and authority to execute, deliver, and
consummate this Agreement subject to the conditions to Closing set forth in this
Agreement. All corporate acts, reports, and returns required to be filed by
Purchaser with any government or regulatory agency with respect to this
transaction have been or will be properly filed prior to the Closing Date. No
provisions exist in any contract, document, or other instrument to which
Purchaser is a party or by which Purchaser is bound that would be violated by
consummation of the transactions contemplated by this Agreement.
BROKER
3.02. Neither Purchaser, nor any of Purchaser's officers, directors, or
employees, has retained, consented to, or authorized any broker, investment
banker, or third party to act on its behalf, directly or indirectly, as a broker
or finder in connection with the transactions contemplated by this Agreement.
ORGANIZATION AND STANDING OF PURCHASER
3.03. Purchaser is a corporation duly organized, validly existing, and in
good standing under the laws of the state of Delaware and Texas, with corporate
power to own property and carry on its business as it is now being conducted.
ARTICLE 4
COVENANTS
Seller covenants with Purchaser that from and after the date of this
Agreement until the Closing Date, Seller will and will cause Company to:
BUSINESS OPERATIONS
4.01. Operate its business and conduct its activities in the normal course
of business and not introduce any material new method of management, operation,
or accounting.
MAINTENANCE OF ASSETS AND PROPERTIES
4.02. Maintain all tangible assets and properties of Company in as good a
state of operating condition and repair as they are on the date of this
Agreement, except for ordinary depreciation, wear, and tear.
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ABSENCE OF LIENS
4.03. Not sell, pledge, lease, mortgage, encumber, dispose of, or agree to
do any of these acts regarding any of the assets or properties of Company, other
than in the normal course of business, without the prior written approval of
Purchaser.
PRESERVATION OF BUSINESS
4.04. Use its best efforts to preserve intact its organization and
personnel and to keep available the services of all of its employees, agents,
independent contractors, and consultants commensurate with Company's business
requirements.
PRESERVATION OF CUSTOMER RELATIONS
4.05. Use its best efforts to preserve intact the present customers of
Company and the goodwill of all customers and others with respect to the
business.
MAINTAIN INSURANCE
4.06. Keep in force all policies of insurance covering the Company's
business, properties, and assets, including all insurance listed in this
Agreement. If Purchaser so requests in writing, to purchase additional insurance
as may be reasonably required at Purchaser's expense.
ABSENCE OF CONTRACTUAL OBLIGATIONS
4.07. Not become obligated on any contract or commitment or incur or agree
to incur any liability without the prior written consent of Purchaser.
PERFORMANCE OF OBLIGATIONS
4.08. Perform all of its obligations and not make any material amendment to
its obligations under all agreements relating to or affecting Company's
customers, business, properties, and assets.
NOTIFICATION OF LITIGATION
4.09. Promptly notify Purchaser in writing of any outstanding or threatened
claims; legal, administrative, or other proceedings, suits, investigations,
inquiries, complaints, notices of violation, or other process; or other
judgments, orders, directives, injunctions, or restrictions against or involving
Company or its personnel that could adversely affect Company.
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EMPLOYEE COMPENSATION
4.11. Not increase the compensation payable to or to become payable to any
executive officer, key employee, or agent; nor is the Seller to make any bonus
payment to any such person.
NOT SOLICIT
4.12. Not negotiate with any person or entity, or solicit or entertain any
proposal concerning any acquisition in any form of Company.
RESIST BROKERS
4.13. Assist and cooperate with Purchaser in resisting any claim of any
broker, investment banker, or third party for any brokerage fee, finder's fee,
or commission against Purchaser or Company in connection with the transactions
contemplated by this Agreement.
COOPERATE IN PUBLICITY
4.14. Coordinate any written publicity regarding this transaction with
Purchaser.
MAINTAIN EMPLOYEE BENEFIT PLANS
4.15. Not add or discontinue any pension, welfare, or other employee
benefit plans, or make any alteration in any existing pension, welfare, or
other employee benefit plans.
PAYMENT OF LIABILITIES AND WAIVER OF CLAIMS
4.16. Not do, or agree to do, any of the following acts:
(a) Pay any obligation or liability, fixed or contingent, other than
current liabilities.
(b) Waive or compromise any right or claim.
(c) Without full payment, cancel any note, loan, or other obligation owing
to Company.
MAINTAIN EXISTING AGREEMENTS
4.17. Not modify, amend, cancel, or terminate any of Company's existing
contracts or agreements, or agree to do so.
PROVIDE SALES AND USE TAX CERTIFICATES
4.18. Furnish to Purchaser clearance certificates from the appropriate
agencies in all states where Company is qualified to do business and any related
certificates that Purchaser may reasonably request as evidence that all sales,
use, and other tax liabilities of Company (other than income tax liabilities)
accruing before the Closing Date have been fully satisfied or provided for by
Company.
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ARTICLE 5
CONDITIONS TO PURCHASER'S OBLIGATION TO CLOSE
The obligation of Purchaser to Close under this Agreement is subject to
each of the following conditions (any one of which may, at the option of
Purchaser, be waived in writing by Purchaser) existing on the Closing Date, or
such earlier date as the context may require.
REPRESENTATIONS AND WARRANTIES
5.01. Each of the representations and warranties of Seller in this
Agreement, the disclosures contained in the exhibits to this Agreement, and all
other information delivered under this Agreement shall be true in all material
respects at and as of the Closing Date as though each representation, warranty,
and disclosure were made and delivered at and as of the Closing Date.
COMPLIANCE WITH CONDITIONS
5.02. Company and Seller shall each comply with and perform all agreements,
covenants, and conditions in this Agreement required to be performed and
complied with by each of them. All requisite action (corporate and other) in
order to consummate this Agreement shall be properly taken by Company and
Seller. Seller shall deliver to Purchaser a compliance certificate verifying and
warranting Seller's and Company's compliance.
SUIT OR PROCEEDING
5.03. No suit or proceeding, legal or administrative, relating to any of
the transactions contemplated by this Agreement shall be overtly threatened or
commenced that, in the sole discretion of Purchaser and its counsel, would make
it inadvisable for Purchaser to Close this transaction.
CONFIDENTIALITY AND NONCOMPETE AGREEMENTS
5.04. All key employees of Company and Seller, as identified by Purchaser
and Seller, shall execute and deliver to Purchaser an agreement of
confidentiality and noncompetition.
ARTICLE 6
CONDITIONS TO SELLER'S OBLIGATION TO CLOSE
The obligation of Seller to Close under this Agreement is subject to each
of the following conditions (any one of which at the option of Seller may be
waived in writing by Seller) existing on the Closing Date.
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CORPORATE ACTION
6.01. Purchaser shall take appropriate corporate action regarding this
transaction, which shall be evidenced by resolutions of its board of directors
and shareholders and certified by Purchaser's corporate secretary, authorizing
Purchaser to enter into and complete this transaction.
GOVERNMENT APPROVALS
6.02. All necessary government approvals regarding this transaction shall
be received prior to the Closing Date, in substantially the form applied for and
to the reasonable satisfaction of Purchaser and its counsel.
ARTICLE 7
PARTIES' OBLIGATIONS AT THE CLOSING
SELLER'S OBLIGATIONS AT THE CLOSING
7.01. At the Closing, Seller shall execute, if appropriate, and shall
deliver to Purchaser:
All documentation in the possession of Seller and Company necessary to
operate and to use all assets being sold to Purchaser in this Agreement.
Simultaneously with the consummation of the transfer, Seller shall put
Purchaser in full possession and enjoyment of all properties and assets of
Company.
Seller, at any time before or after the Closing Date, shall execute,
acknowledge, and deliver to Purchaser any further deeds, assignments,
conveyances, other assurances, documents, and instruments of transfer reasonably
requested by Purchaser. Seller shall also take any other action consistent with
the terms of this Agreement that may be reasonably requested by Purchaser for
the purpose of assigning, transferring, granting, conveying, and confirming to
Purchaser or reducing to possession any or all property and assets to be
conveyed and transferred by this Agreement. If requested by Purchaser, Seller
further agrees to prosecute or otherwise enforce in its own name for the benefit
of Purchaser any claims, rights, or benefits of Company that are transferred to
Purchaser by this Agreement and that require prosecution or enforcement in
Seller's name. Any prosecution or enforcement of claims, rights, or benefits
under this paragraph shall be solely at Purchaser's expense, unless the
prosecution or enforcement is made necessary by a breach of this Agreement by
Seller.
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ARTICLE 8
SELLER'S OBLIGATIONS AFTER THE CLOSING
PRESERVATION OF GOODWILL
8.01. Following the Closing Date, Seller will restrict its activities so
that Purchaser's reasonable expectations with respect to the goodwill, business
reputation, employee relations, and prospects connected with the assets and
properties purchased under this Agreement will not be materially impaired.
ACCESS TO RECORDS
8.02. From and after the Closing Date, Seller shall allow Purchaser and its
counsel, accountants, and other representatives access to records that are,
after the Closing Date, in the custody or control of Seller. Seller shall give
access as Purchaser reasonably requires in order to comply with its obligations
under law or when reasonably necessary for the business operations of Company.
ARTICLE 9
INDEMNIFICATION
COVENANT TO INDEMNIFY AND HOLD HARMLESS
9.01. Seller covenants and agrees to indemnify, defend, and hold harmless
Purchaser and Company from and against any and all claims, suits, losses,
judgments, damages, and liabilities including any investigation, legal, and
other expenses incurred in connection with and any amount paid in settlement of
any claim, action, suit, or proceeding (collectively called "Losses"), other
than those Losses disclosed in this Agreement or any Exhibit delivered pursuant
to this Agreement, to which Purchaser or Company may become subject, if such
Losses arise out of or are based upon any facts and circumstances (or alleged
facts and circumstances) that could result in or give rise to a
misrepresentation, breach of warranty, or breach of covenant by Seller to
Purchaser in this Agreement. This right to indemnification is in addition to any
other right available to Purchaser and Company, including the right to ▇▇▇
Seller for a misrepresentation, breach of warranty, or breach of covenant under
this Agreement.
NOTIFICATION AND DEFENSE OF CLAIMS OR ACTIONS
9.02. When Purchaser proposes to assert the right to be indemnified under
this Article 9 with respect to third-party claims, actions, suits, or
proceedings, Purchaser shall, within 30 days after the receipt of notice of the
commencement of the claim, action, suit, or proceeding, notify Seller in
writing, enclosing a copy of
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all papers served or received. On receipt of the notice, Seller shall have the
right to direct the defense of the matter, but Purchaser shall be entitled to
participate in the defense and, to the extent that Purchaser desires, to jointly
direct the defense with Seller with counsel mutually satisfactory to Purchaser
and Seller, at Seller's expense. Purchaser shall also have the right to employ
its own separate counsel in any such action. The fees and expenses of
Purchaser's counsel shall be paid by Purchaser unless: (a) the employment of the
counsel has been authorized by Seller; (b) Purchaser has reasonably concluded
that there may be a conflict of interest between Seller and Purchaser in the
conduct of the defense of such action; or (c) Seller has not, in fact, employed
counsel satisfactory to Purchaser to assume the defense of the action. In each
of these cases, the fees and expenses of Purchaser's counsel shall be paid by
Seller. Neither Seller nor Purchaser shall be liable for any settlement of any
action or claim described in this Article 9 that is effected without their
consent.
INTEREST
9.03. Any indemnification required of Seller under this Article 9 shall
include interest on the amount of the indemnity from the time incurred to the
date of payment at six percent simple interest per annum.
ARTICLE 10
GENERAL PROVISIONS
SURVIVAL OF REPRESENTATIONS, WARRANTIES, AND COVENANTS
10.01. The representations, warranties, covenants, and agreements of the
parties contained in this Agreement or contained in any writing delivered
pursuant to this Agreement shall survive the Closing Date for the period of time
set forth in this Agreement.
NOTICES
10.02. All notices that are required or that may be given pursuant to the
terms of this Agreement shall be in writing and shall be sufficient in all
respects if given in writing and delivered personally or by registered or
certified mail, return receipt requested, postage prepaid as follows:
If to Seller: EnviroTank International L.L.C., ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
If to Purchaser: Verdant Technology Corporation, Two ▇▇▇▇▇ Center, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
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ASSIGNMENT OF AGREEMENT
10.03. This Agreement shall be binding on and inure to the benefit of the
parties to this Agreement and their respective successors and permitted assigns.
This Agreement may not be assigned by seller without the written consent of
purchaser and any attempt by seller to make an assignment without purchaser's
consent is void.
GOVERNING LAW
10.04. This Agreement shall be construed and governed by the laws of the
state of Texas.
AMENDMENTS; WAIVER
10.05. This Agreement may be amended only in writing by the mutual consent
of all of the parties, evidenced by all necessary and proper corporate
authority. No waiver of any provision of this Agreement shall arise from any
action or inaction of any party, except an instrument in writing expressly
waiving the provision executed by the party entitled to the benefit of the
provision.
ENTIRE AGREEMENT
10.06. This Agreement, together with any documents and exhibits given or
delivered pursuant to this Agreement, constitutes the entire agreement between
the parties to this Agreement. No party shall be bound by any communications
between them on the subject matter of this Agreement unless the communication is
(a) in writing, (b) bears a date contemporaneous with or subsequent to the date
of this Agreement, and (c) is agreed to by all parties to this Agreement. On
execution of this Agreement, all prior agreements or understandings between the
parties shall be null and void.
RELIANCE UPON REPRESENTATIONS AND WARRANTIES
10.07. The parties mutually agree that, notwithstanding any right of
Purchaser to fully investigate the affairs of Company and notwithstanding any
knowledge of facts determined or determinable by Purchaser pursuant to the
investigation or right to investigate, Purchaser may fully rely upon the
representations, warranties, and covenants made to Purchaser in this Agreement
and on the accuracy of any document, certificate, or exhibit given or delivered
to Purchaser pursuant to this Agreement. Knowledge by an agent of Purchaser of
any facts not otherwise disclosed in this Agreement or in a document,
certificate, or exhibit delivered to Purchaser pursuant to this Agreement shall
not constitute a defense by Seller for indemnification of Purchaser under
Article 9 or for any claim for misrepresentation or breach of any
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warranty, agreement, or covenant under this Agreement or any exhibit,
certificate, or document delivered under this Agreement.
TERMINATION OF AGREEMENT
10.08. In the event this Agreement is not Closed by May 31, 2006, then this
Agreement shall terminate on and as of that date. Any termination shall not
affect in any manner any rights and remedies that any party to this Agreement
may have at the time of termination.
Signed on 18 MAY, 2006.
VERDANT TECHNOLOGY CORPORATION ENVIROTANK INTERNATIONAL L.L.C.
By: /s/ ▇▇▇▇▇ OVER By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------- ----------------------------------
Name: ▇▇▇▇▇ OVER Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------- --------------------------------
Title: PRESIDENT Title: MANAGING PARTNER
------------------------ -------------------------------
Date: MAY 18, 2006 Date: MAY 18, 2006
------------------------- --------------------------------
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