Exhibit 10.2
SHARE PURCHASE AGREEMENT
THIS AGREEMENT is made as of the 25th day of February, 2005,
B E T W E E N
XXXXXX XXXXXX, an individual resident in the Province of
Ontario ("Xxxxxx")
- and -
XXXX XXXXXX, an individual resident in the Province of Ontario
("Xxxxxx")
(collectively, the "Vendors")
- and -
ACTIVECORE TECHNOLOGIES, INC., a corporation incorporated
under the laws of the State of Nevada (the "Purchaser")
WHEREAS the Vendors are the registered and beneficial owners of all of the
issued and outstanding shares (the "Shares") in the capital of Disclosureplus
Inc. (the "Corporation");
AND WHEREAS the Purchaser is willing to purchase and the Vendors are
willing to sell the Shares on the terms and conditions contained in this
Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1
INTERPRETATION
1.1 Definitions. In this Agreement, the following terms shall have the
meanings set out below unless the context requires otherwise:
(1) "Affiliate" means, with respect to any Person, any other Person who
directly or indirectly controls, is controlled by, or is under direct or
indirect common control with, such Person, and includes any Person in like
relation to an Affiliate. A Person shall be deemed to control a Person if such
Person possesses, directly or indirectly, the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise; and the term
"controlled" shall have a similar meaning.
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(2) "Agreement" means this Agreement, including the Exhibits and the
Schedules to this Agreement, as it or they may be amended or supplemented
from time to time, and the expressions "hereof", "herein", "hereto",
"hereunder", "hereby" and similar expressions refer to this Agreement and
not to any particular Section or other portion of this Agreement.
(3) "Applicable Law" means, with respect to any Person, property,
transaction, event or other matter, any law, rule, statute, regulation, order,
judgment, decree, treaty or other requirement having the force of law
(collectively, the "Law") relating or applicable to such Person, property,
transaction, event or other matter. Applicable Law also includes, where
appropriate, any interpretation of the Law (or any part thereof) by any Person
having jurisdiction over it, or charged with its administration or
interpretation.
(4) "Books and Records" means all books, records, files and papers of
the Corporation, including drawings, engineering information, computer programs
(including source code), software programs, manuals and data, sales and
advertising materials, sales and purchases correspondence, trade association
files, research and development records, lists of present and former customers
and suppliers, personnel, employment and other records, and the minute and share
certificate books of the Corporation, and all copies and recordings of the
foregoing.
(5) "Business" means the business carried on by the Corporation which
primarily involves the sale and installation of corporate disclosure products.
(6) "Business Day" means any day except Saturday, Sunday or any day on
which banks are generally not open for business in the City of Xxxxxxx, Xxxxxxx.
(7) "Closing" means the completion of the purchase and sale of the
Shares in accordance with the provisions of this Agreement.
(8) "Closing Date" means February 25, 2005.
(9) "Contracts" means all rights and interests of the Corporation in all
pending and/or executory contracts, agreements, leases and arrangements to which
the Corporation is a party or by which the Corporation or its assets or the
Business is bound or affected including the Material Contracts.
(10) "Employee" means an individual who is employed by the Corporation.
(11) "Intellectual Property" means all rights to and interests in:
(a) all business and trade names, corporate names, brand names and
slogans Related to the Business;
(b) all copyrights and trade-marks (whether used with wares or
services and including the goodwill attaching to such
trade-marks), registrations and applications for trade-marks
and copyrights (and all future income from such trade-marks
and copyrights) Related to the Business; and
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(c) all licences of the intellectual property listed in items (a)
and (b) above.
(12) "Lien" means any lien, mortgage, charge, hypothec, pledge, security
interest, prior assignment, option, warrant, lease, sublease, right to
possession, encumbrance, claim, right or restriction which affects, by way of a
conflicting ownership interest or otherwise, the right, title or interest in or
to any particular property.
(13) "Material Adverse Change" means a change in the business, operations
or capital of the Corporation which has had or could reasonably be expected to
have a significant adverse effect on the value of the Shares.
(14) "Material Contract" means an agreement (whether oral or written) to
which the Corporation is a party or by which the Corporation or any of the
Assets or the Business is bound or affected except an agreement which involves
or may reasonably be expected to involve the payment to or by the Corporation of
less than Five Thousand Dollars ($5,000) over the term of the agreement and is
not otherwise material to the operation of the Business.
(15) "Person" is to be broadly interpreted and includes an individual, a
corporation, a partnership, a trust, an unincorporated organization, the
government of a country or any political subdivision thereof or any agency or
department of any such government, and the executors, administrators or other
legal representatives of an individual in such capacity.
(16) "Receivables" means all accounts receivable, bills receivable, trade
accounts, book debts and insurance claims of the Corporation together with any
unpaid interest accrued on such items and any security or collateral for such
items, including recoverable deposits.
(17) "Registrable Securities" means the shares of Common Stock of the
Purchaser issued to the Vendors pursuant to Section 2.2(1) of this Agreement.
(18) "Registration Statement" means a registration statement under the
1933 Securities Act (USA) which covers the Registrable Securities.
(19) "Related to the Business" means, directly or indirectly, used in,
arising from or relating in any manner to the Business.
(20) "Shares" means all the issued and outstanding shares in the capital
of the Corporation.
(21) "Taxes" means all taxes, charges, fees, levies, imposts and other
assessments, including all income, sales, use, goods and services, value added,
capital, capital gains, alternative, net worth, transfer, profits, withholding,
payroll, employer health, excise, franchise, real property and personal property
taxes, and any other taxes, customs duties, fees, assessments or similar charges
in the nature of a tax, including Canada Pension Plan and provincial pension
plan contributions, unemployment insurance payments and workers' compensation
premiums, together with any instalments with respect thereto, and any interest,
fines and penalties imposed by any governmental authority (including federal,
state, provincial, municipal and foreign governmental authorities), and whether
disputed or not.
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1.2 Headings and Table of Contents. The division of this Agreement into
Articles and Sections, the insertion of headings, and the provision of any table
of contents are for convenience of reference only and shall not affect the
construction or interpretation of this Agreement.
1.3 Number and Gender. Unless the context requires otherwise, words importing
the singular include the plural and vice versa and words importing gender
include all genders.
1.4 Business Days. If any payment is required to be made or other action is
required to be taken pursuant to this Agreement on a day which is not a Business
Day, then such payment or action shall be made or taken on the next Business
Day.
1.5 Section and Exhibit References. Unless the context requires otherwise,
references in this Agreement to Sections or Exhibits are to Sections or Exhibits
of this Agreement. The Exhibits to this Agreement are as follows:
1.6 Currency and Payment Obligations. Except as otherwise expressly provided
in this Agreement:
(a) all dollar amounts referred to in this Agreement are stated in
Canadian Dollars; and
(b) any payment contemplated by this Agreement shall be made by
cash, certified cheque or any other method that provides
immediately available funds.
1.7 Statute References. Any reference in this Agreement to any statute or any
section thereof shall, unless otherwise expressly stated, be deemed to be a
reference to such statute or section as amended, restated or re-enacted from
time to time.
1.8 Section and Schedule References. Unless the context requires otherwise,
references in this Agreement to Sections, Exhibits or Schedules are to Sections,
Exhibits or Schedules of this Agreement. The Exhibits and Schedules to this
Agreement are as follows:
EXHIBITS
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A Promissory Notes
B Escrow Agreement
C Consulting Agreements
D Intellectual Property Licensing Agreement
E Investor Rights Registration Agreement
SCHEDULES
3.1(9) Material Contracts
3.1(11) Intellectual Property
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ARTICLE 2
PURCHASE OF SHARES
2.1 Agreement to Purchase and Sell. Upon and subject to the terms and
conditions set forth in this Agreement, the Purchaser hereby agrees to purchase
and the Vendors hereby agree to sell, transfer, assign and deliver to the
Purchaser, the Shares.
2.2 Payment of Purchase Price. The purchase price payable by the Purchaser to
the Vendors for the Shares (the "Purchase Price") shall be paid and satisfied as
follows:
(1) within thirty (30) days of the date hereof, the Purchaser shall
issue to Xxxxxx 6,000,000 pre-reverse split common stock in the capital of the
Purchaser and shall issue to Xxxxxx 2,000,000 pre-reverse split common stock in
the capital of the Purchaser valued as at the date of closing (the "Registerable
Securities") and such shares shall be registered within sixty (60) days of the
date hereof or as soon as practicable; and
(2) the balance of the Purchase Price, being Seventy-Five Thousand
Dollars ($75,000), Fifty-Six Thousand Two Hundred and Fifty Dollars ($56,250) of
which is payable to Xxxxxx and Eighteen Thousand Seven Hundred and Fifty Dollars
($18,750) of which is payable to Xxxxxx, shall be satisfied by the issuance and
satisfaction of promissory notes issued by the Purchaser in favour of Xxxxxx and
Xxxxxx, as provided for in Section 2.3.
2.3 Promissory Notes. The Purchaser shall issue to Xxxxxx a promissory note in
the amount of Fifty-Six Thousand, Two Hundred and Fifty Dollars ($56,250) and
shall issue to Xxxxxx a promissory note in the amount of Eighteen Thousand,
Seven Hundred and Fifty Dollars ($18,750), each substantially in the form
attached hereto as Exhibit A. Such promissory notes shall be payable on March
31, 2006 and shall not be subject to interest.
2.4 Escrow. As security for (i) the issue of the common stock of the
Purchaser; and (ii) the payment of the promissory note referred to in Section
2.4, the Purchaser shall pledge to the Vendors the Shares, pursuant to the terms
of an escrow agreement substantially in the form attached hereto as Exhibit B.
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ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE VENDORS
3.1 As a material inducement to the Purchaser entering into this Agreement and
completing the transactions contemplated by this Agreement and acknowledging
that the Purchaser is entering into this Agreement in reliance upon the
representations and warranties of the Vendors set out in this Section y3.1, the
Vendors represent and warrant to the Purchaser as follows:
(1) Ownership of Shares. The Vendors are the registered and beneficial
holders of the Shares with good title thereto, free and clear of all Liens. No
Person other than the Purchaser has any agreement, option, right or privilege
capable of becoming an agreement for the purchase from the Vendors of any of the
Shares.
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(2) Authorization by Vendors. The Vendors have full right, power and
authority to sell, transfer and deliver the Shares to the Purchaser.
(3) Residence of Vendors. The Vendors are not non-residents of Canada
for purposes of Section 116 of the Income Tax Act (Canada).
(4) Enforceability of Vendors' Obligations. This Agreement constitutes a
valid and binding obligation of the Vendors enforceable against each of the
Vendors in accordance with its terms subject, however, to limitations on
enforcement imposed by bankruptcy, insolvency, reorganization or other laws
affecting the enforcement of the rights of creditors and others and to the
extent that equitable remedies such as specific performance and injunctions are
only available in the discretion of the court from which they are sought.
Neither of the Vendors is an insolvent Person within the meaning of the
Bankruptcy and Insolvency Act (Canada) and will not become an insolvent Person
as a result of the Closing.
(5) Organization of the Corporation. The Corporation is incorporated and
validly subsisting under the laws of the Province of Ontario. The Corporation is
licensed or qualified to do business under the laws of the Province of Ontario
and neither the character nor the location of the properties owned by the
Corporation nor the nature of the business conducted by it requires licensing or
qualification under the laws of any other jurisdiction. The Corporation has full
corporate power to carry on its business and to own and operate its assets,
properties and business as now carried on and owned and operated. There are no
rights, subscriptions, warrants, options, conversion rights, calls, commitments
or plans or agreements of any kind outstanding which would enable any person to
purchase or otherwise acquire any shares or other securities of the Corporation
including, without limitation, any securities convertible into or exchangeable
or exercisable for shares or other securities of the Corporation.
(6) Minute Books and Corporate Records. The minute books of the
Corporation contain true, correct and complete copies of its articles, its
by-laws, the minutes of every meeting of its board of directors and every
committee thereof and of its shareholders and every written resolution of its
directors and shareholders. A share certificate book, register of shareholders,
register of transfers and register of directors and officers of the Corporation
are complete and accurate in all material respects.
(7) Bankruptcy. The Corporation is not an insolvent Person within the
meaning of the Bankruptcy and Insolvency Act (Canada) nor has it made an
assignment in favour of its creditors nor a proposal in bankruptcy to its
creditors or any class thereof nor had any petition for a receiving order
presented in respect of it. The Corporation has not initiated proceedings with
respect to a compromise or arrangement with its creditors or for its winding up,
liquidation or dissolution. No receiver has been appointed in respect of the
Corporation or any of the Assets and no execution or distress has been levied
upon any of the Assets.
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(8) Title to Assets. The Corporation has good and marketable title to
all the Assets, free and clear of any and all Liens. The Assets are sufficient
to permit the continued operation of the Business in substantially the same
manner as conducted in the year ended on the date of this Agreement. There is no
agreement, option or other right or privilege outstanding in favour of any
Person for the purchase from the Corporation of the Business or of any of its
assets out of the ordinary course of business.
(9) Material Contracts. Schedule 3.1(9) lists all the Material Contracts
of the Corporation. The Corporation is not in default under any Material
Contract and there has not occurred any event which, with the lapse of time or
giving of notice or both, would constitute a default under any Material Contract
by the Corporation or any other party to the Material Contract. Each Material
Contract is in full force and effect, unamended by written or oral agreement,
and the Corporation is entitled to the full benefit and advantage of each
Material Contract in accordance with its terms. The Corporation has not received
any notice of a default by the Corporation or a dispute between the Corporation
and any other party in respect of any Material Contract.
(10) Receivables. The Receivables are valid obligations which arose in
the ordinary course of business and will be collected in the ordinary course of
business, in the aggregate, at their full face value. None of the Receivables is
due from an Affiliate of the Corporation.
(11) Intellectual Property.
(a) Schedule y3.1y(11) lists all of the registrations and
applications for registration of the Intellectual Property.
All of the registrations and applications for registration of
the Intellectual Property are valid and subsisting in good
standing and are recorded in the name of the Corporation. No
application for registration of any Intellectual Property has
been rejected.
(b) No Person has challenged the validity of any registrations for
the Intellectual Property or the Corporation's rights to any
of the Intellectual Property.
(c) To the knowledge of the Vendors, neither the use of the
Intellectual Property nor the conduct of the Business has
infringed or currently infringes upon the industrial or
intellectual property rights of any other Person.
(d) No other Person has infringed the Corporation's rights to the
Intellectual Property, except as set out in Schedule
y3.1y(11).
(12) Litigation. There is no action, suit, proceeding, claim,
application, complaint or investigation in any court or before any arbitrator or
before or by any regulatory body or governmental or non-governmental body
pending or threatened by or against the Corporation or affecting the Business or
the operations or capital of the Corporation or the transactions contemplated by
this Agreement, and to the knowledge of the Vendors there is no factual or legal
basis which could give rise to any such action, suit, proceeding, claim,
application, complaint or investigation.
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(13) INTENTIONALLY DELETED.
(14) INTENTIONALLY DELETED
(15) Material Adverse Change. Since October, 2004, the Business of the
Corporation has been carried on in the ordinary course, there has not been any
Material Adverse Change in the conditions, activities or operations of the
Corporation and there have been no events, transactions or information which
have come to the attention of the Vendors which could be reasonably expected to
cause a Material Adverse Change in the Business of the Corporation.
(16) Brokerage Fees. Neither the Vendors nor the Corporation have entered
into any agreement which would entitle any Person to any valid claim against
either the Corporation or the Purchaser for a broker's commission, finder's fee
or any like payment in respect of the purchase and sale of the Shares or any
other matters contemplated by this Agreement.
(17) Tax Filings. The Corporation has prepared and filed on time with all
appropriate governmental bodies all tax returns, declarations, remittances,
information returns, reports and other documents of every nature required to be
filed by or on behalf of the Corporation in respect of any Taxes or in respect
of any other provision in any domestic or foreign federal, provincial, municipal
or other taxing statute for all fiscal periods ending prior to the date hereof
and will continue to do so in respect of any fiscal period ending on or before
the Closing Date. All such returns, declarations, remittances, information
returns, reports and other documents are correct and complete in all material
respects, and no material fact has been omitted therefrom. No extension of time
in which to file any such returns, declarations, remittances, information
returns, reports or other documents is in effect. All Taxes shown on all such
returns, or on any assessments or reassessments in respect of any such returns
have been paid in full.
(18) Taxes Paid. The Corporation has paid in full all Taxes required to
be paid on or prior to the date hereof and has made adequate provision for the
payment of all Taxes in respect of all fiscal periods ending on or before the
Closing Date.
(19) Withholdings and Remittances. The Corporation has withheld from each
payment made to any of its present or former employees, officers and directors,
all amounts required by law to be withheld, and furthermore, has remitted such
withheld amounts within the prescribed periods to the appropriate governmental
body. The Corporation has remitted all Canada Pension Plan contributions,
provincial pension plan contributions, employment insurance premiums, employer
health taxes and other Taxes payable by it in respect of its employees and has
remitted such amounts to the proper governmental body within the time required
under the applicable legislation. The Corporation has charged, collected and
remitted on a timely basis all Taxes as required under applicable legislation on
any sale, supply or delivery whatsoever, made by the Corporation.
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(20) Full Disclosure. None of the foregoing representations and
warranties and no document furnished by or on behalf of the Vendors to the
Purchaser in connection with the negotiation of the transactions contemplated by
this Agreement contain any untrue statement of a material fact or omit to state
any material fact necessary to make any such statement or representation not
misleading to a prospective purchaser of the Shares seeking full information as
to the Corporation and its properties, businesses and affairs.
3.2 Survival of Representations and Warranties. The representations and
warranties of the Vendors contained in subsection y3.1 hereof shall survive the
completion of the purchase and sale of the Shares and shall continue in full
force and effect for the benefit of the Purchaser for a period of two (2) years
after the Closing Date.
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ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
4.1 As a material inducement to the Vendors entering into this Agreement and
completing the transactions contemplated by this Agreement and acknowledging
that the Vendors are entering into this Agreement in reliance upon the
representations and warranties of the Purchaser set out in this Section y4.1,
the Purchaser represents and warrants to the Vendors as follows:
(1) Organization of the Purchaser. The Purchaser has been duly
incorporated and is validly existing as a corporation in good standing under the
laws of jurisdiction of incorporation, with power and authority (corporate and
other) to own or lease its properties and conduct its business as described; it
has been duly qualified as a foreign corporation for the transaction of business
and is in good standing under the laws of the jurisdiction in which it owns or
lease properties, or conducts any business, so as to require such qualification
except here the failure to so qualify would not result in a material adverse
effect on the Purchaser taken as a whole; and the Purchaser holds all material
licenses, certificates, authorization and permits from governmental authorities
necessary for the conduct of its business.
(2) Capitalization. The Purchaser has issued 483,998,053 common shares
as of December 31, 2004. All of the issued shares of capital stock of the
Purchaser have been duly and validly authorized and issued, are fully paid and
nonassessable and conform to the description of the capital stock of the
Purchaser; there are no preemptive or other rights to subscribe for or to
purchase any securities of the Purchaser under the Articles of Incorporation of
the Purchaser or under Nevada law; there are no warrants, options or other
rights to purchase any securities of the Purchaser which have been granted by
the Purchaser; and neither the filing of the Registration Statement nor the
transfer of the Registrable Securities as contemplated by this Agreement gives
rise to any rights for or relating to the registration of any securities of the
Purchaser.
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(3) Title to Property. The Purchaser has good and marketable title to
all personal property owned by it, in each case free and clear of all Liens.
(4) Litigation. There are no legal or governmental proceedings pending
to which the Purchaser is a party or of which any of its property or assets is
subject, which, if determined adversely to the Purchaser, would individually or
in the aggregate, have a material adverse effect on the financial position,
stockholders' equity or results of operations of the Purchaser taken as a whole
and, to the best of the Purchaser's knowledge, no such proceedings are
threatened or contemplated by governmental authorities or by others.
(5) Financial Statements. The most recent financial statements of the
Purchaser as of September 30, 2004, together with related notes, present fairly
the financial position and the results of operations of the Purchaser at the
indicated dates and for the indicated period, all in accordance with generally
accepted accounting principles, consistently applied throughout the periods
presented except as noted in such financial statements and the notes thereon,
and all adjustments necessary for a fair presentation of result for such periods
have been made.
(6) Tax Returns. The Purchaser has filed all federal, state, local and
foreign income and franchise Tax returns that have been required to be filed (or
have received an extension with respect thereto) other than those filings being
contested in good faith, and have paid, or made adequate reserves for, all Taxes
indicated by said returns and all assessments received by them to the extent
that such Taxes have become due and are not being contested in good faith.
(7) Material Adverse Change. There has not been any change in the
capital stock or long term debt of the Purchaser, or any Material Adverse
Change, or any development involving a prospective Material Adverse Change, in
or affecting the general affairs, management, financial position, stockholders'
equity or results of operations of the Purchaser, other than transactions
entered into in the ordinary course of business, that are material with respect
to the Purchaser taken as a whole.
(8) Filings and Reports. The Purchaser has filed with the United States
Securities and Exchange Commission in a timely manner all reports and other
documents required of the Purchaser under the Securities Act of 1933, as
amended, the Securities Act of 1934 and any and all filing and reporting
requirements of the Over the Counter Bulletin Board.
(9) Full Disclosure. None of the foregoing representations and
warranties and no document furnished by or on behalf of the Purchaser to the
Vendors in connection with the negotiation of the transactions contemplated by
this Agreement contain any untrue statement of a material fact or omit to state
any material fact necessary to make such statement or representation not
misleading to respective seller of the shares seeking full information as to the
Purchaser and its properties, business and affairs.
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4.2 Survival of Representations and Warranties. The representations and
warranties of the Purchaser contained in subsection 4.1(1) hereof shall survive
the completion of the purchase and sale of the Shares and shall continue in full
force and effect for the benefit of the Vendors for a period of two (2) years
after Closing.
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ARTICLE 5
FURTHER COVENANTS
5.1 Consulting Agreements. The parties agree that the Purchaser shall on the
ate hereof enter into consulting agreements with each of Xxxxxx and Xxxxxx,
respectively, substantially on the terms and conditions contained in the forms
of consulting agreements attached hereto as Exhibit C.
5.2 Intellectual Property Licensing Agreement. The parties shall enter into an
intellectual property license agreement, pursuant to which the Purchaser will
license "Disclosure Plus", substantially on the terms and conditions contained
in the form of the licensing agreement attached hereto as Exhibit D.
5.3 Investor Registration Rights Agreement. The parties shall enter into an
investor registration rights agreement substantially on the terms and conditions
contained in the form of the agreement attached hereto as Exhibit "E".
5.4 Loans. The parties agree that any loans of the Corporation which remain
outstanding as of the date hereof shall be paid in full by the Vendors at
Closing.
5.5 Rights of First Refusal. For a period of two (2) years from the date
hereof, the Purchaser shall have a first right of refusal to acquire any
business interests of Xxxxxx Integrated Solutions Inc., a company owned solely
by Xxxxxx.
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ARTICLE 6
GENERAL
6.1 Expenses. The parties shall be responsible for their own legal and other
expenses (including any Taxes imposed on such expenses) incurred in connection
with the negotiation, preparation, execution, delivery and performance of this
Agreement and the transactions contemplated by this Agreement and for the
payment of any broker's commission, finder's fee or like payment payable by it
in respect of the purchase and sale of the Shares pursuant to this Agreement.
6.2 Payment of Taxes. Each of the Vendors and the Purchaser shall be
responsible for, and shall pay, the taxes rightly payable by such party
applicable to, or resulting from transactions contemplated by this Agreement in
accordance with applicable legislation, and any filing or recording fees payable
in connection with the instruments of transfer provided for in this Agreement.
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6.3 Entire Agreement. This Agreement (together with every other agreement
expressly contemplated hereby), constitutes the entire agreement between the
parties pertaining to the subject matter of this Agreement and supersedes all
prior agreements, understandings, negotiations and discussions, whether oral or
written. There are no conditions, warranties, representations or other
agreements between the parties in connection with the subject matter of this
Agreement (whether oral or written, express or implied, statutory or otherwise)
except as specifically set out in this Agreement.
6.4 Amendments, Waiver. No modification of or amendment to this Agreement
shall be valid or binding unless set forth in writing and duly executed by all
of the parties hereto and no waiver of any breach of any term or provision of
this Agreement shall be effective or binding unless made in writing and signed
by the party purporting to give the same and, unless otherwise provided, shall
be limited to the specific breach waived.
6.5 Further Assurances. Each party shall from time to time execute or procure
such documents and other assurances as may be reasonable or advisable to give
effect to the provisions of this Agreement.
6.6 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario and the laws of Canada
applicable in that Province and shall be treated, in all respects, as an Ontario
contract.
6.7 Successors and Assigns. This Agreement shall enure to the benefit of, and
be binding on, the parties and their respective successors, legal
representatives and permitted assigns. Neither party may assign or transfer,
whether absolutely, by way of security or otherwise, all or any part of its
respective rights or obligations under this Agreement without the prior written
consent of the other party.
6.8 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
taken together shall be deemed to constitute one and the same instrument.
Counterparts may be executed either in original or faxed form and the parties
adopt any signatures received by a receiving fax machine as original signatures
of the parties; provided, however, that either party providing its signature in
such manner shall promptly forward to the other party an original of the signed
copy of this Agreement which was so faxed.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF the parties have executed this Agreement.
ACTIVECORE TECHNOLOGIES, INC.
By:
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Title: President and CEO
Name: Xxxxx X. Xxxxxxxx
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Witness Xxxxxx Xxxxxx
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Witness Xxxx Xxxxxx
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