EXHIBIT 10.18
SHARE PURCHASE AGREEMENT ENTERED INTO IN Drummondville, February 19, 2004.
BETWEEN: XXXXXXX XXXX, residing and domiciled at 0000, Xxxxxxxx Xxxxxx, Xxxx
Xxxxxx (Xxxxxx) X0X 0X0;
AND: XXXXXXXXX XXXX, residing and domiciled at 1410, Xxxxx Xxxxxxxxx,
Sherbrooke (Quebec) J1L 2X7;
(hereinafter referred to as the "VENDORS")
AND: XXXXXX XXXXXXX, residing and domiciled at 000, xx xx Xxxxxxx,
Xxxxxxxx (Xxxxxx) X0X 0X0
(hereinafter referred to as the "INTERVENER")
AND: EMERGENSYS CORPORATION, a legal entity duly incorporated, having its
head office at 000, Xxxx-Xxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxx
(Quebec) G1K 8W1, acting and represented by Xx. Xxxxxx Xxxxxxxx, its
President, who declares to be duly authorized to act herein;
(hereinafter referred to as the "PURCHASER")
(the "VENDORS" and the "PURCHASER" being hereinafter collectively
referred to as the "PARTIES")
WHEREAS the Purchaser wishes to buy all issued and outstanding shares of the
share capital of SCAN-R Urgence Inc. (the "Corporation") whose shares are
entirely held by the Vendors;
WHEREAS the conditions listed in the letter of intent presented by the Purchaser
on February 3, 2004 and accepted by the Vendors on the same day were fulfilled
to the Purchaser's satisfaction;
THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. INTERPRETATION
1.1. DEFINITIONS
The following words and phrases, when they appear in the agreement or in
any ancillary documents, shall be interpreted or construed in accordance
with the definitions set out herein, unless otherwise indicated or implied
in the text:
(a) "BUSINESS": means any activities of the business presently operated
by the Corporation from its place of business located at 000, Xxxx
Xxxxxx Xxxx, Xxxxx (Xxxxxx) X0X 0X0;
(b) "DISPUTE": means indistinctly, any demand letter, suit, claim,
assessment, grievance, complaint, offence report, injunctive relief,
lawsuit, trial, investigation, arbitration proceeding, arbitration
or any other legal proceedings, quasi-judicial or administrative,
taken against a person or by which a person may be affected;
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(c) "ENCUMBRANCES": means indistinctly any rights affecting a property
or the income or benefits generated by said property or by the
Business and which guarantees the execution of an actual or future
obligation towards a person or an actual or future claim from this
person, whether this right originates from any Law, contract, or any
other obligation including any security interest, pledge, mortgage,
lien, guarantee, within the meaning of the Bank Act (Canada) or any
other assignment whether absolute or in guarantee of a surety for an
actual or future obligation, right of purchase, leasing agreement
and also means any other charges, users' rights, right to use, lease
agreement, easement, encroachment, right of first refusal, option or
acquiring right or any other charge granted to a person or from
which a person can benefit and any commitment to grant such
Encumbrances;
(d) "FINANCIAL STATEMENTS": means the financial statements of the
Corporation as of October 31, 2003 currently being prepared by
Xxxxxxx Xxxxxx Xxxxx Xxxxxxxx and of which a copy is attached as
Scheduled 3.11;
(e) "INTELLECTUAL PROPERTY RIGHTS": means all rights in the trade marks
and trade names, inventions, processes, specifications, software,
technical information, know-how, technologies, formulas, copyrights,
database, data, precedents, Beta versions used or in development,
results and knowledge originating directly or indirectly from the
realization of research projects which are not in the public domain,
including any improvements and modifications to any of the foregoing
rights, the rights attached to their registration or their renewal,
in every territory and jurisdiction, the licenses, sub-licenses, the
franchises, and any other intellectual property rights originating
from the Business or necessary or connected with its operation;
(f) "LOSSES": means, pertaining to a specific subject matter, all
damages, liabilities, losses, debts, obligations, claims,
assessments, expenses (namely expenses incurred in connection with
any defence, including legal fees) directly or indirectly suffered
or incurred by a person in connection with this subject, originating
from or as a result of, including the interests, penalties as well
as any sum that could be paid as a settlement for any of the
foregoing;
(g) "MAIN CORPORATE EXECUTIVE": means Mr. Xxxxxx Xxxxxxx, Xx. Xxxxxxxxx
Xxxx and Xx.Xxxxxxx Xxxx;
(h) "PURCHASE PRICE": has the meaning set out in Section 2.1;
(i) "SHARES": means the one hundred (100) Class "A" shares, the one
hundred and sixty thousand (160 000) Class "B" shares, and the two
hundred and fifty thousand (250 000) Class "E" shares of the share
capital of the Corporation that are held by the Vendors;
(J) "SCHEDULES": means the Schedules annexed hereto and incorporated by
reference and deemed to be part hereof; and
Any other words and phrases having a different meaning for the purpose of
a Schedule will have, for the purpose of this agreement, the meaning set out in
said Schedule.
1.2. ORDINARY COURSE OF ACTIVITIES
Any reference made to "USUAL COURSE" or "ORDINARY COURSE" of the
activities or of the operation of the Business of the Corporation or any
other similar words or phrases refers to the usual and normal course of
the activities of the Business of the Corporation, that are conducted in a
prudent and diligent manner in commercial and financial terms and that
conform to the prudent and diligent manner in which the Corporation
conducted them in the past, or if it conducted them otherwise, then that
they conform to the manner in which a prudent and diligent person would
have conducted them in similar circumstances.
1.3. MATERIAL FACT OR SUBJECT MATTER
Any reference to any question or subject matter, including but not limited
to a statement of facts or an event which is either "IMPORTANT" or seems
to be " IMPORTANT" according to the representations and warranties and
include any question or subject matter referring to facts or events, as
the case may be, which, if it had been known by the Corporation and its
auditors, would have generated a modification to the Financial Statements
or, as the case may be, the addition of a note to the Financial
Statements.
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1.4. ENTIRE AGREEMENT
This agreement, as well as its Schedules and preamble constitutes the
entire agreement between the parties hereto with respect to the subject
matter hereof and cancels and supersedes any prior understandings and
agreements between the parties hereto with respect thereto, in particular,
this agreement cancels and supersedes, for all legal purposes, the letter
of intent submitted by the Purchaser and accepted by the Vendors on
February 3, 2004.
1.5. COMPUTATION OF TIME
For the purpose of computing any time limits or deadlines mentioned in
this agreement, the day marking the commencement of the time limit shall
not be counted but the day of the deadline or expiry of the time period
shall be counted, unless otherwise indicated. When the day of the deadline
or expiry of the time period falls on a non-business day, the term or time
limit shall be extended to the following business day.
2. PURCHASE AND SALE
2.1. PURCHASE AND SALE PRICE
The Vendors sell the Shares to the Purchaser who buys the Shares for a
total Purchase Price of two hundred and fifty thousand dollars ($250 000),
to be paid in the following manner:
i) a sum of twenty thousand ($20 000) that the Vendors acknowledge
having already received upon the signature of this agreement which
was divided equally among Xx. Xxxxxxxxx Xxxx and Xx. Xxxxxxx Xxxx;
and
ii) the issuance in favour of the Vendors of an amount of 350 000 common
shares of the Purchaser, which will be equally divided among the
Vendors, meaning, 175 000 shares in favour of Xxxxxxxxx Xxxx and 175
000 shares in favour of Xxxxxxx Xxxx. The common shares of the
Purchaser are listed on "OTC BB NASDAQ" Exchange. The shares to be
issued in favour of the Vendors will be issued as "Restricted
Shares", within the meaning of rule 144 of the "Securities Act of
1933". Unless the Purchaser proceeds with the registration of the
issued shares through a "Registration Statement", the issued shares
will only be negotiable pursuant to rule 144. The Purchaser will
include the issued shares in its next "Registration Statement" which
will be filed as soon as possible.
The Vendors hereby give complete, total and final discharge to the
Purchaser and to the Corporation for the payment of the Purchase
Price and for any other amount of money which could be owed to them
by either the Purchaser or the Corporation.
2.2 KEY EMPLOYEE
During the course of this acquisition, the Purchaser agrees to
issue, in favour of Mr. Xxxxxx Xxxxxxx, a key employee of the
Corporation, 50 000 common shares of the Purchaser. These shares
will also be subject to the restrictions described in section 2.1
ii) above.
3. VENDORS' REPRESENTATIONS AND WARRANTIES
The Vendors and the Intervener jointly represent and warrant to the
Purchaser:
3.1. AUTHORIZATIONS TO ENTER INTO THIS AGREEMENT
All necessary corporate procedures as well as any other consents or
authorizations necessary in order to allow the execution of this
agreement by the Vendors, the execution and the signature by the
Vendors of any other ancillary document, the execution of the
obligations of the Vendors included in this agreement or in any
other ancillary documents have all been obtained.
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3.2. BREACH OR VIOLATION
Neither the entering into nor the execution by the Vendors of their
obligations pursuant to this agreement nor the transfer of the
shares contemplated hereby will result in a breach or in a violation
of the incorporating documents, of the by-laws or of any agreement
between the shareholders of the Corporation.
3.3. SHARE OWNERSHIP
The Vendors are the beneficial and registered owners of the Shares
of the Corporation pursuant to a good and valid title, free and
clear of all Encumbrances, including any third party's acquiring
right.
3.4. STATUS/CONSTITUTION
The Corporation is a legal entity validly existing pursuant to the
Canada Business Corporations Act (Canada) and has complied initially
and annually with the requirements of said Act as well as with the
requirements of the Act respecting the legal publicity of sole
proprietorships, partnerships and legal persons (Quebec); it has all
the capacities, powers and corporate rights necessary to hold, lease
and use all of its assets and to operate its Business.
3.5. AUTHORIZATION
All necessary corporate procedures as well as any other consents or
authorisations necessary in order to allow the transfer of the
Shares to the Purchaser as well as to allow the registration of said
transfer in the corporate registers of the Corporation have been
taken or obtained.
3.6. CORPORATION'S AUTHORIZED AND ISSUED SHARE CAPITAL
The authorized share capital consists of an unlimited number of
Class A, B, C, D, E and F shares, of which 100 Class "A" shares, 160
000 Class "B" shares and 250 000 Class "E" shares are issued and are
outstanding.
The Shares were duly and legally subscribed for and were issued as
fully paid for and represent, as of today, the total amount of
issued and outstanding shares of the Corporation's share capital.
3.7. NO OPTION
Without limiting the generality of the foregoing, none of the following
exists as of the date of this agreement:
i) securities or other titles issued by the Corporation which
could be converted or exchanged against shares or securities
of the Corporation or which could give any rights to acquire
shares of the Corporation's share capital;
ii) underwriting commitments, options, warrants or others which
could force the Corporation to issue shares from its share
capital or any other forms of securities; nor
iii) contracts or other forms of undertaking giving the right to
a third party to acquire shares of the Corporation.
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3.8. INTEREST IN LEGAL ENTITY
The Corporation does not hold nor owns, directly or indirectly,
shares or other interests in a legal entity, nor does it owns the
right to hold or to acquire, directly or indirectly such
interests.
3.9. BOOKS AND CORPORATE RECORDS
The Books and Corporate records of the Corporation:
i) are complete, exact and contain certified copies of any
certificates and of any articles, namely, articles of
incorporation, as well as copies of any by-laws and
resolutions adopted by the shareholders and the directors
since the incorporation;
ii) have been maintained in accordance with any applicable laws
and in a manner as to fully and adequately present and
disclose all of the material decisions and operations which
had to be approved by the directors or shareholders; and
iii) Schedule 3.9 attached hereto is an exact copy, certified by
the Secretary, of all the Corporation's articles, certificates
and by-laws.
3.10. BOOKS AND ACCOUNTING RECORDS
The books and accounting records of the Corporation have been
maintained in accordance with appropriate business principles so as
to accurately reflect the financial situation of the Corporation.
3.11. FINANCIAL STATEMENTS
The Corporation's financial statements that are attached as Schedule
3.11 shall be prepared in a uniform and standard manner as in the
preceding period and they shall accurately reflect the financial
situation of the Corporation.
3.12. DEBTS AND OBLIGATIONS
The Vendors are not aware of any other debts or obligations of any
kind, with the exception of the debts and obligations:
i) reflected or for which provisions have been provided for in the
Financial Statements;
ii) incurred during the ordinary course of activities of the
Business after October 31, 2003.
3.13. OWNERSHIP OF THE ASSETS
With the exception of the assets disposed of during the normal
course of its Business and with the exception of the telephone
system which is leased pursuant to a leasing agreement, the
Corporation is the sole and bona fide owner of all the intangible
and tangible movables reflected in the Financial Statement and of
any others that the Corporation may have acquired after October 31,
2003.
3.14. REAL ESTATE
The Corporation does not own any real estate. The Corporation is
however renting a building where it operates its Business pursuant
to a lease agreement entered into on December 3, 2002. The
Corporation is in breach pertaining to the payment of its rent for
the months of January and February 2004 but the Purchaser and the
landlord have reached an agreement during a meeting held on February
12, 2004. The Vendors have not received any notice to the effect
that the building or the use of it by the Corporation does not
comply with the law or that work or maintenance is required in order
to comply with applicable laws or regulations.
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3.15. INTEGRITY AND STATE OF THE ASSETS
All the movables, whether tangibles or intangibles, which are
necessary to the normal course of the operation of the Business are
the property of the Corporation with the exception of those being
the subject of a lease or a permit and which the Purchaser is aware
of, namely, the telephone system. To the best knowledge of the
Vendors, the Corporation's intangible movables do not violate any
applicable laws or regulations.
3.16. INTELLECTUAL PROPERTY RIGHTS
No modification or addition has been made to the ownership or to the
utilization of any of the Corporation's Intellectual Property
Rights.
3.17. INSURANCE
The Vendors have not received any notice from the Corporation's
insurers pertaining to a claim not entirely covered by the
Corporation's insurance, subject however, to any applicable
deductible, or pertaining to a claim which the insurers declare to
be not covered by the insurance. In addition, the Vendors are not
aware of any fact which could reasonably result in such a claim. It
is, however, indicated that the Corporation does not have any civil
liability insurance.
3.18. LOANS, GUARANTEES AND SURETIES
The Corporation is not a party to or bound, even conditionally, by
any agreement or any other obligation such as a guarantee or surety,
or by any other form of assumption of liabilities (total or future),
including any third party's indemnification and has not agreed to
any loan or advance to a third party.
3.19. TAX MATTERS
The Corporation is not in default pursuant to any provincial or
federal tax laws.
3.20. LITIGATION
There are no actions, suits or proceedings pending or threatened
which could materially and adversely affect the Corporation, its
assets, its liabilities or its financial state.
3.21. MATERIAL FACTS
No material or negative changes have occurred within the Corporation
since October 31, 2003 up until today, nor any fact or event which
could lead to such a change.
4. PURCHASER'S REPRESENTATIONS, WARRANTIES AND COVENANTS
The Purchaser represents and warrants to the Vendors:
4.1. STATUS/CONSTITUTION
The Purchaser has been duly constituted and organized; it is a legal
entity validly existing pursuant to the Laws of the State of
Delaware and has complied with the laws which regulate its corporate
existence as well as with the requirements of the Act respecting the
legal publicity of sole proprietorships, partnerships and legal
persons (Quebec); it has all the capacities, powers and corporate
rights necessary to hold, lease and use all of its assets and to
operate its Business.
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4.2. AUTHORIZATIONS TO ENTER INTO THIS AGREEMENT
All necessary corporate procedures as well as any other consents or
authorizations necessary on the part of the Purchaser in order to
allow the execution of this agreement by the Purchaser, the purchase
of Shares by the Purchaser, the execution of the obligations of the
Purchaser included in this agreement have all been obtained.
This agreement is signed by a duly authorized representative of the
Purchaser and constitutes valid binding obligations.
4.3. ISSUED SHARES
The shares to be issued by the Purchaser to the Vendors will be
issued as fully paid and non-assessable. They will be issued as
"Restricted Shares", within the meaning of rule 144 of the
"Securities Act of 1933". Unless the Purchaser proceeds with the
registration of the issued shares through a "Registration
Statement", the issued shares will only be negotiable pursuant to
rule 144. The Purchaser will include the issued shares in its next
"Registration Statement" which will be filed as soon as possible.
4.4. BREACH OR VIOLATION
Neither the entering into nor the execution by the Purchaser of its
obligations pursuant to this agreement will hereby result in a
breach or in a violation of its incorporating documents or of its
by-laws.
4.5. ONGOING CONTRACTS
The Purchaser will ensure that the Corporation continues and
respects its obligations pertaining to its maintenance contract with
the fire services of the City of Magog, the Memphremagog Regional
Police and the Canadian Armed Forces.
5. SURVIVAL OF THE REPRESENTATIONS AND WARRANTIES
5.1. VENDORS
The representation and warranties of the Vendors set forth herein
shall survive the completion of this transaction in the following
manner:
I) TAX LIABILITIES
The representations and warranties pertaining to the tax
liabilities of the Corporation continue in full force and will
be binding upon the Vendors until the expiration of the
limitation periods contained in the applicable tax laws.
II) REMAINING REPRESENTATIONS AND WARRANTIES
The remaining representations and warranties of the Vendors
set forth in Section 3 will continue in full force and be
binding upon the Vendors for a period of twelve (12) months
following the execution of this agreement.
III) MISLEADING STATEMENTS
There is no limitation period pertaining to misleading
statements by the Vendors.
5.2. PURCHASER
The representations and warranties of the Purchaser set forth in
this agreement will continue in full force for a period of twelve
(12) months following the execution of this agreement.
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6. INDEMNIFICATION
6.1. LIABILITY
If any of the representations made by the Vendors is inaccurate or
false and results in the Purchaser suffering financial damages, the
Vendors are bound to indemnify the Purchaser for any financial
damages, subject however, to the time limits mentioned in Section 5
above.
6.2. CLAIMS
The Vendors can contest any claim susceptible to engage their
liability if they judge it to be unjustified or abusive. To this
end, the Purchaser must advise the Vendors of any claims submitted
to it so that the Vendors can undertake, at their expense, the
appropriate dispute proceedings. It is however understood that the
Purchaser has the obligation to take necessary actions to minimize
potential claims for indemnification. As the case may be, no
settlement agreement for such claims can be entered into without the
consent of the parties which cannot be unreasonably withheld.
7. RESIGNATIONS
Upon the execution of this agreement, the Vendors will submit the
resignations of Xxxxxx Xxxxxxx, Xxxxxxx Xxxx and Xxxxxxxxx Xxxx for their
offices as directors and officers of the Corporation which will come into
force on the date of the execution of this agreement.
8. NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY
8.1 SCOPE
Each of the Vendors undertakes, towards the Purchaser and the Corporation,
to not compete, nor participate in any capacity whatsoever (directly or
indirectly, personally or via a legal or physical person, intermediate or
not) in a business similar to that presently operated by the Corporation
and the Purchaser, meaning: the conception, the integration and the
distribution of software and of technological solutions in the public
security sector. Without limiting the generality of the foregoing, each of
the Vendors undertakes to not participate, as owner, partner, employee,
director, officer, adviser, shareholder or silent partner in any business
with activities similar to those of the Purchaser and the Corporation.
8.2 TERRITORY AND PROHIBITED PERIOD
The non-competition commitment stated in Section 8.1 above is valid for a
period of three (3) years from the date of the execution of this agreement
and applies in the territory of Quebec.
8.3 INDEMNIFICATION
In the event of a breach by one of the Vendors of the undertakings set
forth in Section 8.1 above, the Corporation or the Purchaser will send a
written notice to the Vendors disclosing such breach. The Vendors will
then have seven (7) days to remedy said breach.
Without prejudice to any other rights or recourses they may have, the
Purchaser and the Corporation will have the right to be indemnified for
any damages they may suffer as a result of the Vendors' negligence to
remedy to said breach within the prescribed time limit.
8.4 ENFORCEABILITY AND SEVERABILITY
Should a Court, an arbitrator or an arbitration committee, as the case may
be, decide that the above-mentioned non-competition undertaking is abusive
due to the time period, scope or foreseen indemnification agreed upon
being too broad or excessive, the Parties hereby agree to confer upon such
Court, arbitrator or arbitration committee the authority to lessen the
prohibited period, the territory or the foreseen indemnification to a
level which it will deem reasonable instead of declaring void said
undertaking. In the case of such an occurrence, the provisions of this
Section thus adjusted, will be presumed to have been modified by the
parties retroactively to the date of the execution of this agreement and
the amended non-competition undertaking will be ipso facto enforceable.
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8.5 NON-SOLICITATION
For a period of three (3) years from the date of the execution of
this agreement, the Vendors shall not, directly or indirectly, offer
a position to any person employed by the Corporation.
8.6 CONFIDENTIALITY
Subject to any legal provision requiring the Vendors to disclose
information pertaining to this transaction, the Vendors undertake to
keep confidential and to not disclose the content and the details of
the negotiation and of the execution of this transaction.
9. NEGOTIATION, MEDIATION AND ARBITRATION
For the purpose of this Section 9, the words "party" or "parties" include,
as needed, the Vendors and the Purchaser.
Subject to the specific provisions of the above-mentioned Section 8.3, in
the event of a difficulty pertaining to the interpretation or the
execution of this agreement or of a claim arising from it, including its
termination, it is understood that the parties will first try to negotiate
in good faith or to opt for mediation should the negotiation fail.
If the mediation fails, any differences shall be submitted to arbitration,
to the exclusion of the Courts of common law, pursuant to the procedure
set out below.
Any party to this agreement wishing to put forth a claim, dispute or
disagreement must forward written notice to the other party (hereinafter
referred to as the "notice"), containing the following:
a) a reasonably detailed description of the claim, dispute or disagreement
to be submitted for arbitration; and
b) the name, address and profession of the person proposed as sole
arbitrator.
Within fifteen (15) days following receipt of the notice, the other
parties must, by way of a certified letter addressed to the plaintiff,
make known their acceptance of the proposed arbitrator or failing which,
the name of a second proposed arbitrator.
If the parties fail to agree on the selection of an arbitrator within
thirty (30) days from the sending of the notice by the plaintiff, or if
the parties fail to designate an arbitrator, the arbitrator must be named
by way of a motion presented to the Superior Court by the more diligent
party.
The arbitration procedure will be the one provided for in articles 940 and
following of the Code of Civil Procedure of Quebec and will be held in the
district of Quebec. Any decision handed down shall be final and without
appeal. The expenses incurred in connection with the arbitration are borne
by the involved parties. .
The decision of the arbitrator shall be handed down no lather than sixty
(60) days following the hearing of the parties.
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10. GENERAL PROVISIONS
10.1 PRESS RELEASES
If one of the parties wishes to issue a press release concerning the
transaction which is the subject of this agreement, it must be submitted
to the other party for approval. Such approval must not be refused without
reasonable motive.
10.2 NOTICE
Any notice or other communication required under this agreement or that a
party or a an intervener wishes to give to another party must be in
writing and sent to all parties to this agreement by fax, by messenger or
by pre-paid registered mail to the following addresses:
VENDORS:
XXXXXXXXX XXXX
1410, Xxxxx Xxxxxxxxx
Sherbrooke (Quebec)
J1L 2X7
XXXXXXX XXXX
0000, Xxxxxxxx Xxxxxx
Xxxx Xxxxxx (Xxxxxx)
X0X 0X0
Fax: (000) 000-0000
PURCHASER:
EMERGENSYS CORPORATION
000, Xxxx-Xxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxx (Xxxxxx)
X0X 0X0
Fax: 0-000-000-0000
To the attention of Xx. Xxxxxx Xxxxxxxx, President
and any notice sent pursuant to the above mentioned procedure will be
considered to have been received by its addressee at the time of its
delivery if it is delivered by messenger, on the day of its transmission
if it is transmitted by fax before 4:30 p.m. on a business day, or
otherwise on the next business day or on the third (3rd) business day
following the mailing if the notice is mailed. Each party or Intervener
may advise the other parties of any change of address by sending a notice
to this effect using the above-mentioned procedure.
10.3 HEADINGS
The headings used in the sections or paragraphs or in any other provisions
of this agreement shall serve merely to assist in classifying and
identifying the provisions embodying the Agreement and should not be used
to interpret them.
10.4 GENDER AND NUMBER
To the extent requires or indicates by the context, words importing the
singular number only shall include the plural and vice versa, words
importing the masculine gender shall include the feminine gender and vice
versa.
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10.5 GOVERNING LAW
This agreement shall be governed by and construed in accordance with the
laws of the Province of Quebec and the laws of Canada applicable therein.
10.6 PREAMBLE AND SCHEDULES
The preamble as well as the Schedules attached to this agreement form an
integral part hereof.
10.7 FEES AND EXPENSES
The Vendors and the Purchaser agree to pay their own expenses, retainers,
fees and disbursements incurred in connection with this agreement as well
as for any ancillary contract or document.
10.8 ENTIRE AGREEMENT
This agreement constitutes the entire agreement between the parties hereto
and cancels and supersedes any other document, contract, verbal promise
whether prior or simultaneous entered into during the course of the
negotiations that preceded the complete execution of this agreement.
10.9 CHOICE OF VENUE
The parties agree, with respect to any claim or legal proceedings for any
purpose whatsoever, in connection with this agreement, to elect the
judicial district of Quebec as the proper forum for the hearing of said
claims or legal proceedings.
11. SCOPE
This agreement is binding upon the parties hereto as well as upon their
respective legal representatives and heirs and is concluded for their
benefit.
IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED FEBRUARY 19, 2004.
The Purchaser The Vendors
EMERGENSYS CORPORATION
PER : /s/ Xxxxxxxxx Xxxx
--------------------
XXXXXXXXX XXXX
/s/ Xxxxxx Xxxxxxxx
--------------------------
Xxxxxx Xxxxxxxx, President /s/ Xxxxxxx Xxxx
--------------------
XXXXXXX XXXX
The Intervener
/s/ Xxxxxx Xxxxxxx
--------------------------
XXXXXX XXXXXXX
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