Exhibit 10.2
SHARE PURCHASE AGREEMENT
AMONG
XXX XXXX-XXXXXX INC., XXXXX XXXXXX
AND XXXXXX X. XXXXXXX
SHARE PURCHASE AGREEMENT (the "Agreement") is made this 16th day of
December, 1999, by and among XXX XXXX-XXXXXX, INC., a corporation organized and
existing under the laws of the State of Ohio (hereinafter referred to as "VDC"),
and XXXXX XXXXXX, an individual ("Xxxxxx"), and XXXXXX X. XXXXXXX, an individual
("Xxxxxxx", collectively with Xxxxxx referred to as "Sellers").
RECITALS
X. Xxxxxx and Xxxxxxx are shareholders in First Aid Select, Inc., a
corporation duly organized under the laws of the State of Florida ("FASI").
B. VDC and each Seller have executed a letter of intent providing for
the purchase by VDC of shares in FASI from such Seller.
C. VDC desires to acquire from Sellers 1,400,000 shares in FASI owned
by them directly or indirectly, as of the date of this Agreement, in accordance
with the terms hereof.
AGREEMENT
NOW, THEREFORE, VDC and Sellers hereby agree as follows:
ARTICLE I
DEFINITIONS
For all purposes of this Agreement, the following defined terms shall
have the meanings set forth in this Article I:
1.1 "Asset Purchase Agreement" means the Asset Purchase Agreement between
VDC and FASI, executed as of the same date hereof.
1.2 "Business" means (i) FASI's retail van delivery first aid and safety
supply business conducted by FASI prior to consummation of the Asset
Purchase Agreement, (ii) the wholesale first aid and safety supply
business of FASI, and (iii) the retail uniform delivery business of VDC
as of the Closing Date.
1.3 "Closing" means the actions taken as provided in Article V in
connection with the consummation of the transactions contemplated by
this Agreement.
1.4 "Closing Date" means the time and date when the Closing of the
transactions contemplated by this Agreement shall be effective, which
shall be December 16, 1999.
1.5 "Employment Agreements" means the Xxxxxx Employment Agreement and the
Xxxxxxx Employment Agreement, collectively.
1.6 "Encumbrance" means any adverse claim, security interest, lien,
mortgage, pledge, claim, charge, encumbrance, option, lease,
restriction or restraint on transfer.
1.7 "Financial Statements" means the drafts of the independently audited
balance sheet of FASI as of December 31, 1998 and independently
reviewed balance of sheet of FASI as of September 30, 1999 and the
statements of net income, retained earnings and source and application
of funds for the periods then ended.
1.8 "Xxxxxx Agreement" means the Share Purchase Agreement between VDC and
Xxxxx X. Xxxxxx.
1.9 "Litigation" means any lawsuit, action, claim, investigation, inquiry,
proceeding, including arbitration proceeding, or controversy before any
court or administrative agency, nor any outstanding order, writ,
injunction or decree of any court, administrative agency, governmental
body or arbitration tribunal.
1.10 "Purchase Price" means the sum of $2,100,000, which shall be paid as
set forth in Section 2.3.
1.11 "Shares" means the Xxxxxx Shares and the Xxxxxxx Shares, collectively.
1.12 "Xxxxxx Employment Agreement" means the Employment Agreement between
VDC and Xxxxxx, dated as of the date hereof.
1.13 "Xxxxxx Shares" means the 1,000,000 common shares of FASI owned by
Xxxxxx and his family and to be purchased by VDC in accordance with
this Agreement.
1.14 "Supply Agreement" means the Supply Agreement between VDC and FASI
dated as of the date hereof.
1.15 "Xxxxxxx Employment Agreement" means the Employment Agreement between
FASI and Xxxxxxx, dated as of the date hereof.
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1.16 "Xxxxxxx Shares" means the 400,000 common shares of FASI owned by
Xxxxxxx and to be purchased by VDC in accordance with this Agreement.
1.17 "Taxes" means corporate taxes, franchise taxes, sales taxes, use taxes,
real property taxes, personal property taxes, state business taxes,
federal, state and local income taxes, other payroll taxes and all
related assessments, charges, duties, deficiencies, penalties, interest
and fines.
1.18 "Voting Trust" means that certain Voting Trust Agreement by and among
VDC, Sellers and members of Xxxxxx'x family holding shares in FASI as
of the Closing, dated as of the date hereof.
ARTICLE II
THE SALE AND PURCHASE OF SHARES
2.1 Sale and Purchase: As of the Closing Date, upon the terms, subject to
the conditions, and for the consideration hereinafter set forth, each
Seller shall sell, convey, assign, transfer and deliver all of the
Shares to VDC as follows, together with such appropriate instruments of
transfer as may be reasonably requested by VDC :
X. Xxxxxxx'x Delivery of FASI Shares: Xxxxxxx shall deliver to
VDC the Xxxxxxx Shares.
X. Xxxxxx'x Delivery of FASI Shares: Xxxxxx shall deliver to VDC
the Xxxxxx Shares.
2.2 Purchase Price. VDC shall pay to the Sellers the Purchase Price for the
Shares, as allocated in Section 2.3.
2.3 Allocation of Purchase Price. The Purchase Price shall be allocated as
follows:
Xxxxxx $1,500,000
Xxxxxxx $ 600,000
2.4 Payment of Purchase Price. VDC shall pay each Seller his portion of the
Purchase Price on the first business day of January, 2000, by wire
transfer of immediately available funds to such bank account as each
Seller may specify in writing to VDC at the Closing.
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ARTICLE III
SELLERS' REPRESENTATIONS AND WARRANTIES
Sellers severally represent, warrant and covenant that:
3.1 Incorporation, Corporate Powers, Etc.: FASI is a corporation duly
organized and existing and in good standing under the laws of the State
of Florida has full corporate power and authority to carry on its
business and to own and operate its assets, business and properties as
and in the places where such properties are owned, leased, or operated
or such business is now conducted.
3.2 Qualification: FASI is duly qualified to do business and is in good
standing in each state and jurisdiction in which the failure to be so
qualified would have a materially adverse effect on its business.
3.3 Capital Shares: The authorized capital of FASI consists of 50,000,000
common shares, $.001 par value, of which 3,905,000 common shares have
been validly issued, are now outstanding and are fully paid and
non-assessable.
3.4 Subsidiaries: FASI has no subsidiaries.
3.5 Financials: Sellers have delivered to VDC true and complete copies of
the Financial Statements. The Financial Statements have been prepared
by independent auditors in conformity with general accepted accounting
principles consistently applied and are a fair, accurate and complete
representation of the financial position of FASI, the results of FASI's
operations, and the related changes in its financial position as of the
respective dates thereof and for the periods then ended. The Financial
Statements are substantially in accordance with the books and records
of FASI.
3.6 Litigation.
A. There is no Litigation pending or, to the best of Seller's
knowledge, threatened against, or affecting, FASI or the
Shares, by any person or entity, including, but not limited
to, any administrative agency, arbitrator or governmental
body; and
B. There is no outstanding order, writ, injunction or decree of
any court, administrative agency, governmental body or
arbitration tribunal against or affecting FASI or the Shares.
3.7 Compliance with Laws: FASI and each Seller are in compliance in all
material respects with all material laws, regulations and orders
applicable to FASI, its business, or either Seller (including laws,
regulations and orders relating to the
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environment or the handling or storage of hazardous materials), the
failure to comply with which would have a materially adverse effect on
FASI, its business or the Shares; and the present uses by FASI of its
properties and the present ownership of the Shares by the Sellers do
not violate any such laws, regulations, orders or requirements.
3.8 No Stock Options: Except as listed in Exhibit 3.7, annexed hereto,
there do not exist any options, warrants, or rights to anyone to
purchase or acquire any shares of FASI (common or other).
3.9 No Defaults: The execution and delivery of this Agreement will not
conflict with or result in any material breach of, or material default
under the terms, conditions or provisions of, any agreement or
instrument to which either Seller of FASI is a party or result in the
creation or imposition of any lien, charge or encumbrance of any nature
whatsoever on the property of FASI or the Shares. No consent or
approval of any other shareholder of FASI, third party, governmental
authority or creditor shall be required in connection with either
Seller's consummation of the Agreement, including approval pursuant to
Section 607.0902 of the Florida Statutes.
3.10 Changes: Since December 31, 1998, there has been no material adverse
change in the Business or financial condition of FASI, taken as a
whole, and FASI has not (i.) incurred any material obligation or
liability (absolute or contingent) relating to its business except
liabilities and obligations under contracts entered into in the
ordinary course of business, (ii.) discharged or satisfied any lien or
encumbrance or paid any obligation or liability (absolute or
contingent) relating to its business other than current liabilities,
and commitments under leases, shown on its Financial Statements, and
current liabilities, and commitments under leases, incurred since that
date in the ordinary course of business, (iii.) mortgaged, pledged or
subjected to lien or any other encumbrances, any of its assets other
than in the ordinary course of business, (iv.) sold or transferred any
tangible assets or canceled any debts or claims except in each case in
the ordinary course of business, (v.) sold, assigned, or transferred
any patents, trademarks, trade names, copyrights or other intangible
assets except in the ordinary course of operations, (vi.) increased the
compensation payable to or become payable by it to any of its officers,
employees or agents, other than in the ordinary course of business,
(vii.) suffered any damage, destruction or loss (whether or not covered
by insurance) materially adversely affecting its operations or business
prospects, (viii.) waived any rights of substantial value without
consideration deemed adequate by it, or (ix.) experienced any work
stoppage authorized by any labor organization. FASI has not issued,
sold, purchased or redeemed any of its common shares, or declared or
made any payment or distribution to its shareholders.
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3.11 Brokers: There is no broker or finder or other person who would have
any valid claim against either Seller for a commission or brokerage in
connection with this Agreement or the transactions contemplated by this
Agreement and neither Seller nor FASI has retained or employed any such
broker, finder or person as such, nor taken any action which would give
any person (except as above named) any valid claim against any party to
this Agreement for such a commission or brokerage.
3.12 Authority: Each Seller has all authority necessary to execute, deliver
and perform this Agreement. This Agreement has been duly and validly
executed and delivered by each Seller and constitutes a valid and
legally binding agreement of each Seller (subject to the fulfillment of
certain conditions provided for herein) enforceable in accordance with
its terms. The execution and performance of this Agreement shall not
violate ss.607.0902 of the Florida Statutes.
3.13 Corporate Documents: Sellers will provide before or at Closing copies
of FASI's Articles of Incorporation certified by the Secretary of State
of Florida and all amendments thereto and its By-laws and all
amendments thereto certified by an officer of FASI. The Sellers have
also made FASI's minute books and its stock transfer books available to
VDC and warrant that they are complete in all material aspects and
accurately reflect in all material aspects all significant transactions
of FASI requiring the approval of its board of directors or
shareholders.
ARTICLE IV
VDC'S REPRESENTATIONS AND WARRANTIES
VDC represents, warrants and covenants that:
4.1 Incorporation, Corporate Powers, Etc.: VDC is a corporation duly
organized and existing and in good standing under the laws of the State
of Ohio, has full corporate power and authority to carry on its
business as it is now being conducted and to own the Shares.
4.2 No Defaults: The execution and delivery of this Agreement will not
conflict with or result in any material breach of, or material default
under the terms, conditions or provisions of, any agreement or
instrument to which VDC is a party or by which it is bound or result in
the creation or imposition of any lien, charge or encumbrance of any
nature whatsoever on the property of VDC.
4.3 Brokers: There is no broker or finder or other person who would have
any valid
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claim against VDC and its subsidiaries for a commission or brokerage in
connection with this Agreement or the transactions contemplated by this
Agreement and VDC has not retained or employed any such broker, finder
or person as such, nor taken any action which would give any person
(except as above named) any valid claim against any party to this
Agreement for such a commission or brokerage.
4.4 Corporate Action: The Board of Directors of VDC has duly approved this
Agreement and the transactions contemplated thereby and has authorized
the execution and delivery thereof. This Agreement has been duly and
validly executed and delivered by VDC and constitute the valid and
legally binding agreements of VDC enforceable in accordance with their
respective terms.
4.5 Purchase for Investment. VDC represents that it is purchasing the
Shares (a) for VDC's own account, (b) for investment purposes only, and
(c) without any present plan to distribute or otherwise dispose of the
Shares.
4.6 Purchaser's Acknowledgment. Purchaser acknowledges that it has no basis
to believe there is any breach of any representation or warranty by the
Sellers.
ARTICLE V
CLOSING
5.1 Time and Place. The Closing of the transactions contemplated by this
Agreement will take place at the offices of Atlas, Xxxxxxxx, Trop &
Borkson, P.A., on December 16, 1999, or such other place and time as
the parties may agree, and shall be effective as of the Closing Date.
5.2 Deliveries by Sellers. At the Closing, each Seller will, subject to the
satisfaction of the conditions set forth in Article VIII, deliver to
VDC:
X. Xxxxxx Certificates: Certificates owned by Xxxxxx representing
1,000,000 common shares of FASI, endorsed in blank with all
transfer stamps required by governmental authorities attached
thereto.
X. Xxxxxxx Certificates: Certificates owned by Xxxxxxx
representing 400,000 common shares of FASI, endorsed in blank
with all transfer stamps required by governmental authorities
attached thereto.
C. Financials: The Financial Statements.
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D. Corporate Documents: Copies of FASI's Articles of Organization
and all amendments thereto as certified by the Florida
Secretary of State, its By-laws and all amendments as
certified by FASI's officers as required in Section 3.13.
E. Miscellaneous: Any and all other instruments and documents
which will be necessary to effectuate the obligations of each
Seller under this Agreement.
5.3 Deliveries by VDC. At the Closing, VDC will, subject to the
satisfaction of the conditions set forth in Article VII, deliver to
Sellers any and all other instruments and documents which will be
necessary to effectuate the obligations of VDC under this Agreement.
5.4 Other Agreements. The Employment Agreements, the Supply Agreement and
the Voting Trust Agreement shall have been duly authorized, executed
and delivered and shall be the valid and binding obligations of the
parties thereto enforceable in accordance with their terms, and the
Xxxxxx Agreement, and the Asset Purchase Agreement shall have been
executed and closed.
ARTICLE VI
COVENANTS OF THE PARTIES
6.1 Noncompetition Agreement .
A. During the period of five years after termination of a
Seller's Employment Agreement, such Seller shall not, directly
or indirectly (as an agent, contractor, consultant, partner,
member, shareholder, owner or otherwise):
(i) Own any interest (other than the ownership of less
than 1% of the outstanding stock of a publicly traded
company) in, engage in, render any service to or
otherwise participate in, whether for compensation or
not, any business that is involved in the Business;
(ii) Request or advise any customer of the Business as
conducted by VDC to terminate or alter its business
relationship with the VDC, or otherwise interfere
with the business operations of the Business; or
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(iii) Induce or attempt to induce or influence any employee
of VDC to terminate employment with VDC.
B. It is the intent of the parties that the provisions of this
Section 6.1 shall be enforced to the fullest extent
permissible under the laws and public policies applied in each
jurisdiction in which enforcement is sought. Accordingly, to
the extent that the noncompetition restrictions under this
Agreement shall be adjudicated to be invalid or unenforceable
in any such jurisdiction, the court making such determination
shall have the power to limit, construe or reduce the
duration, scope, activity and/or area of such provision,
and/or delete specific words or phrases to the extent
necessary to render such provision enforceable to the maximum
reasonable extent permitted by applicable law, such limited
form to apply only with respect to the operation of this
Section in the particular jurisdiction in which such
adjudication is made.
C. Each Seller acknowledges that his adherence to the terms of
the covenants set forth in Section 6.1 is necessary to protect
the value of the Shares to VDC, that a continuing breach of
such covenants will result in irreparable and continuing
damage to the value of the Shares, and that money damages
would not adequately compensate VDC for any such breach and,
therefore, that VDC would not have an adequate remedy at law.
In the event any action or proceeding shall be instituted by
VDC to enforce any provision of Section 6.1, both Sellers
shall waive the claim or defenses in such action that (i)
money damages are adequate to compensate VDC for such breach
and (ii) there is an adequate remedy at law available to VDC,
and shall not urge in any such action or proceeding the claim
or defense that such remedy at law exists. VDC shall have, in
addition to any and all remedies at law, the right, without
posting of bond or other security, to an injunction, both
temporary and permanent, specific performance and/or other
equitable relief to prevent the violation of any obligation
under Section 6.1. The parties agree that the remedies of VDC
for breach of Section 6.1 by either Seller shall be
cumulative, and seeking or obtaining injunctive or other
equitable relief shall not preclude the making of a claim for
damages or other relief. The Sellers also agree that VDC shall
be entitled to such damages as it can show it has sustained by
reason of such breach and shall not be limited in its damages
by any provision of, or to the consideration received by the
Sellers pursuant to, this Agreement. In any action brought to
enforce the covenants set forth in Section 6.1, or to recover
damages for breach thereof, the prevailing party shall be
entitled to recover reasonable attorneys' fees and other
expenses of litigation, together with such other and further
relief as may be proper.
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D. The parties intend to and do hereby confer jurisdiction to
enforce this Section 6.1 upon the courts of any state within
the geographical scope of the covenants contained in this
Agreement. If the courts of any one or more of such states or
jurisdictions shall hold such covenant wholly unenforceable by
reason of the breadth of such scope or otherwise, it is the
intention of the parties that such determination shall not bar
or in any way affect the right of VDC to the relief provided
above in the courts of any other state or jurisdiction within
the geographical scope of such covenant, as to breaches of
such covenants in such other respective states or
jurisdictions; the above covenants as they relate to each
state or jurisdiction being, for this purpose, severable into
diverse and independent covenants.
ARTICLE VII
CONDITIONS PRECEDENT TO CLOSING BY VDC
Subject to waiver by VDC, each of the agreements of VDC to be performed
by it at the Closing pursuant to this Agreement shall be subject to the
fulfillment of each of the following conditions precedent:
7.1 Representations and Warranties. Each of the representations and
warranties of the Sellers set forth in this Agreement shall be true,
correct and complete in all material respects on the date of this
Agreement and on the Closing Date, as if made at that time.
7.2 Agreements. Sellers shall have performed and complied with all
agreements, undertakings, obligations and covenants which are required
to be performed or complied with by them at or prior to the Closing
Date.
7.3 Closing Deliveries. VDC shall have received the items to be delivered
to it at Closing as described in Section 5.2, and all agreements listed
in Section 5.4 shall have been executed and consummated as described in
such Section.
7.4 Litigation. No notice shall have been received as to Litigation being
commenced or threatened against VDC, FASI or either Seller by any
governmental authority or any other person or entity with regard to
this Agreement or the transactions contemplated by this Agreement.
7.5 Release of Encumbrances. Except for any securities law restrictions
contained on the Shares, all Encumbrances on any of the Shares shall
have been fully released.
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7.6 Satisfaction with Legal Matters. All legal matters in connection with
this Agreement and the transactions contemplated by this Agreement, and
the form and substance of all legal proceedings and papers, instruments
and documents used or delivered herewith or incident to this Agreement
shall be reasonably satisfactory to counsel for VDC.
ARTICLE VIII
CONDITIONS PRECEDENT TO CLOSING BY SELLERS
Subject to waiver by Sellers, each of the agreements of Sellers to be
performed by it at the Closing pursuant to this Agreement shall be subject to
the fulfillment of each of the following conditions precedent:
8.1 Representations and Warranties. Each of the representations and
warranties of VDC set forth in this Agreement shall be true, correct
and complete in all material respects on the date hereof and on the
Closing Date, as if made at that time.
8.2 Agreements. VDC shall have performed and complied with all agreements,
undertakings, obligations and covenants which are required to be
performed or complied with by it at or prior to the Closing Date.
8.3 Closing Deliveries. Sellers shall have received the items to be
delivered to it at Closing as described in Section 5.3.
8.4 Litigation. No notice shall have been received as to Litigation being
commenced or threatened against VDC or either Seller by any
governmental authority or any other person or entity with regard to
this Agreement or the transactions contemplated by this Agreement.
8.5 Satisfaction with Legal Matters. All legal matters in connection with
this Agreement and the transactions contemplated by it, and the form
and substance of all legal proceedings and papers, instruments and
documents used or delivered herewith or incident hereto shall be
reasonably satisfactory to counsel for Sellers.
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ARTICLE IX
INDEMNIFICATION
9.1 Survival. All representations, warranties, covenants, obligations and
undertakings made or contained in this Agreement shall survive the
Closing and shall survive any inspection, investigation or acceptance
of possession or delivery of the Shares made or done at any time by VDC
but only for a period of two years after the Closing Date.
9.2 Sellers' Indemnification. Each Seller shall defend, indemnify and hold
harmless VDC from and against (i) any and all obligations, costs,
expenses, liabilities, claims, debts, losses or damages which are
incurred by VDC resulting from any breach of any agreement or covenant
made by either Seller in or pursuant to this Agreement, or breach of
any representation or warranty, which representation or warranty was
false or inaccurate at the time made; and (ii) any and all actions,
suits, proceedings, claims, demands, judgments, costs and expenses
(including reasonable attorneys' fees) incident to the foregoing.
9.3 Maximum Aggregate Liability of the Parties. The maximum aggregate
indemnification liability of each of the Sellers under Section 9.2
shall not exceed the respective part of the Purchase Price paid to each
of them.
9.4 Threshold. VDC shall not be entitled to indemnification under Section
9.2 unless the aggregate amount incurred by it for which it is
indemnified exceeds $7,000 with respect to Xxxxxx and $3,000 with
respect to Xxxxxxx.
9.5 Sole Remedy. Except for the breach of Section 6.1, VDC's sole remedies
for the breach of the terms of this Agreement shall be pursuant to this
Article IX.
ARTICLE X
MISCELLANEOUS
10.1 Assignment. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of each party to this Agreement,
but no rights, obligations or liabilities under this Agreement shall be
assignable by any party without the prior written consent of the other
parties.
10.2 Third Parties. Nothing expressed or implied in this Agreement is
intended, or shall be construed, to confer upon or give any other
person or entity other than
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the parties to this Agreement any rights or remedies under or by reason
of this Agreement.
10.3 Complete Agreement. Except as expressly set forth in this Agreement or
in an instrument in writing signed by the party to be bound thereby
which makes specific reference to this Agreement, this Agreement sets
forth the entire understanding of the parties concerning the subject
matter of this Agreement and supersedes all prior contracts,
arrangements, communications, discussions, representations and
warranties, whether oral or written, between the parties relating to
the subject matter of this Agreement.
10.4 Expenses. Each of the parties to this Agreement shall pay all costs and
expenses incurred or to be incurred by it in negotiating and preparing
this Agreement, and in closing and carrying out the transactions
contemplated in this Agreement.
10.5 Amendment. This Agreement may be amended at any time by a writing which
refers to this Agreement and is executed by VDC and Sellers.
10.6 Further Assurances. Sellers shall from time to time after the Closing
upon the reasonable request of VDC , execute, acknowledge and deliver
all such further acts, deeds, assignments, transfers, conveyances and
assurances as may be reasonably required to transfer to and to vest in
VDC all good, valid, marketable and indefeasible right, title and
interest of the Sellers to the Shares, and to protect the right, title
and interest of VDC in and to all of the Shares.
10.7 Taxes. Sellers shall pay all sales and use taxes and transfer taxes, if
any, applicable to the transactions contemplated by this Agreement.
10.8 Notices. All notices, requests, demands and other communications
required or permitted to be given under this Agreement shall be in
writing and shall be deemed to have been given (a) when delivered
personally, (b) on the third business day after being deposited in the
U.S. mail, certified, postage prepaid, return receipt requested, or (c)
on the first business day after being sent by a nationally recognized
overnight express courier service, to a party addressed as follows:
If to Xxxxxxx:
Xxxxxx X. Xxxxxxx
00000 Xxxxxx Xxxxx
Xxxxx Xxxxxxx, Xxxxxxx 00000
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If to Xxxxxx:
Xxxxx Xxxxxx
000 XX 000xx Xxxxxxx
Xxxxx Xxxxxxx, Xxxxxxx 00000
If to VDC: With Copy to:
Xxxxxx Xxxxxx, President Xxxxxxx X. Xxxxxxx, Esq.
Xxx Xxxx-Xxxxxx, Inc. Xxxxxxxx Xxxx & Xxxxx LLP
0000 Xxxxxxx Xxxxx 0000 Xxxxxxxxxx Xxxxx, XX
Xxxxxxxxxx, Xxxx 00000 Xxxxxx, Xxxx 00000
Any party may change the names and addresses to which such
communications are to be directed by giving notice to the other party
of such change in the manner provided above.
10.9 Severability. Each Article, section, subsection and lesser section of
this Agreement constitutes a separate and distinct undertaking and
covenant. In the event that any provision of this Agreement shall
finally be determined to be unlawful, such provision shall be limited
by construction in scope and effect to the minimum extent necessary to
render the same lawful and if such a limiting construction is not
possible, such provision shall be deemed severed from this Agreement,
but in any event every other provision of this Agreement shall remain
in full force and effect.
10.10 Waivers. Any waiver by any party of any violation of, breach of or
default under any provision of this Agreement by the other party shall
not be construed as or constitute a continuing waiver of such
provision, or a waiver of any other violation of, breach of or default
under any other provision of this Agreement.
10.11 Exhibits. The Exhibits and Schedules attached to this Agreement and/or
referred to in this Agreement are part of this Agreement for all
purposes.
10.12 Captions. The captions in this Agreement are intended solely for
convenience of reference and shall not be given any effect in the
construction or interpretation of this Agreement.
10.13 Governing Law. This Agreement shall be exclusively governed by and
construed in accordance with the laws of the State of Ohio, without
reference to its conflicts of law provisions.
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IN WITNESS WHEREOF, the parties hereto have entered into this Agreement
the day and year first above written.
Xxx Xxxx-Xxxxxx, Inc.
By:_______________________________
Xxxxx X. Xxxxxxxx
Vice President and Chief
Financial Officer
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Xxxxxx X. Xxxxxxx
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Xxxxx Xxxxxx
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