ASSET PURCHASE AGREEMENT
Exhibit
2.1
This
Agreement is made and entered into on November 14, 2008, by and among CORE
SYSTEMS INCORPORATED, a California corporation ("Buyer"); C ACQUISITION CORP., a
Delaware corporation ("Seller"); and
IMPLANT SCIENCES CORPORATION, a Massachusetts corporation ("Shareholder").
Seller and Shareholder are referred to collectively as "Selling
Parties".
RECITALS:
A. Seller
owns and operates an ion implant services and equipment refurbishment business
(the "Business") at premises located at 0000 Xxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxx
(the "Premises").
B. Buyer
desires to purchase substantially all of the assets of the Business from Seller
upon the terms and conditions set forth in this Agreement.
C. Buyer and Seller
desire that the purchase and sale of such assets shall
be on an “as is,
where is” basis, except for the
representations and covenants set forth in this
Agreement.
D. Shareholder
owns all of the issued and outstanding capital stock of Seller, and agrees to
join in certain of the representations and covenants of this
Agreement.
NOW,
THEREFORE, in consideration for the mutual covenants set forth in this
Agreement, the nature and sufficiency of which are hereby acknowledged, the
parties agree as follows:
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ARTICLE
I
PURCHASE
AND SALE OF BUSINESS ASSETS
1.1 Subject
to the terms and conditions set forth in this Agreement, Seller agrees to sell,
transfer, and deliver to Buyer, and Buyer agrees to purchase and acquire from
Seller, the following tangible and intangible assets and properties of the
Business as of the Closing Date (the “Assets”):
i) All
equipment, machinery, signage, tools, furniture, fixtures and other tangible
personal property of Seller located at the Premises or elsewhere that are used
in conducting the Business ("Tangible Property"), including, without limitation,
those specific items set forth on the attached Exhibit A.
b. All
accounts receivable of the Business as reflected in Seller's books of account
on the Closing Date (“Receivables”).
c. Seller's
leasehold interest in the Premises under the lease agreement with Sunnyvale
Industrials (the "Lease"), including all security deposits that relate
thereto.
d. The
useable and saleable inventory of the Business located at the Premises
("Inventory").
e. All
contract rights, trade secrets, source codes, software programs, software
security keys, diskettes, CD's and other manuals and promotional materials,
customer lists, licenses and permits, trade names and/or service marks
(including the name "Core Systems") goodwill and other intangible assets
associated with the Business
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("Intangible
Property"), including, without limitation, those specific items set forth on the
attached Exhibit B.
f. All
material books, records, contracts, insurance policies, documents, and
electronically stored information that is material and specifically relates to
the conduct of the Business ("Books and Records").
1.2 The
Assets do not include, and Seller shall be entitled to retain (i) all cash and
cash equivalents, (ii) the corporate books and records of Seller, and
(iii) the other assets of Seller, if any, identified on Exhibit
C.
1.3 Buyer
shall pay to Seller as consideration for the Assets (the "Purchase Price") and
the restriction on competition contained in section 7.6 below, the sum of three
million dollars ($3,000,000), payable as follows:
a. $250,000
(the “Signing Payment”), receipt of which is hereby acknowledged;
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b.
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$1,250,000
at the Closing (as defined in Section 6.1 (the “Closing Payment”);
and
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c. Buyer's
promissory note in the principal amount of one million five hundred thousand
dollars ($1,500,000) in the form and upon the terms and conditions of the
promissory note attached as Exhibit D (the "Note"), which shall be secured by
all of the assets of
the Buyer (including the Assets) upon the terms and
conditions set forth in the form of security agreement attached as Exhibit
E.
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1.4 The
Purchase Price shall be allocated among the Assets as set forth below, and Buyer
and Seller agree to use this allocation for all federal and state income tax
reporting purposes:
| Assets |
Amount
|
|||
| Tangible Property | $ | 800,000 | ||
| Inventory | $ | 700,000 | ||
| Intangible Property | $ | 1,000,000 | ||
| Restriction on Competition | $ | 500,000 | ||
1.5 Any
sales or use tax imposed or arising with respect to sale of the Assets shall be
borne and paid by Buyer. One-half of the amount of any such sales or use tax
actually paid by Buyer shall be credited as a prepayment of the Note by
Buyer.
ARTICLE II
OBLIGATIONS
AND LIABILITIES
Buyer
agrees to assume and pay (a) the trade payables and other payables and
obligations of Seller listed on the attached Exhibit F, (b) all other trade
payables and other payables and obligations of the Business which (i) arose
after the date of this Agreement consistent with the past practices of the
Business, (ii) are similar in nature to the trade payables and other payables
and obligations listed on Exhibit F, and (iii) are reflected in Seller's books of
account on the Closing Date, and (c) the obligations of tenant under the Lease
that arise and accrue after the Closing Date (collectively, the "Assumed
Obligations").
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Except
for the Assumed Obligations, Buyer does not assume and shall not be liable for
any obligations or liabilities of Seller of any kind or nature whatsoever,
whether known or unknown, accrued, absolute, contingent, or otherwise, whether
arising prior to or after the Closing and including, without limitation, any tax
liabilities, pension or other employee benefit plan
obligations.
ARTICLE III
REPRESENTATIONS
AND WARRANTIES
3.1 The
representations and warranties in this Section 3.1 are made: (a) if designated with initials
“IMX/WW,” jointly and
severally by the Selling Parties and Xxxx Xxxxxxxx (Seller’s General Manager, hereafter
identified as "Xxxxxxxx"); (b) if designated with the
initials “IMX,” jointly and severally by the Selling Parties but not by
Xxxxxxxx; or (c) if
designated with the initials “WW,” by Xxxxxxxx, but not by the
Selling Parties. Subject to the foregoing
limitation, the Selling Parties and/or Xxxxxxxx, as the case may be,
represent and warrant to Buyer that now, and as of the Closing
Date:
a. [IMX] Seller
is a corporation duly organized, validly existing, and in good standing under
the laws of the State of Delaware, and has all necessary power, authority and
capacity to enter into this Agreement and carry out its obligations. The
execution, delivery and performance of this Agreement have been duly authorized
by all necessary corporate action, and no other approval or consent of any
person is necessary in connection with it. The Agreement constitutes the valid
and binding obligation of Seller.
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b. [IMX] Shareholder
is a corporation duly organized, validly existing, and in good standing under
the laws of the State of Massachusetts, and has all necessary power, authority
and capacity to enter into this Agreement and carry out its obligations. The
execution, delivery and performance of this Agreement have been duly authorized
by all necessary corporate action, and no other approval or consent of any
person is necessary in connection with it. The Agreement constitutes the valid
and binding obligation of Shareholder. Shareholder is the sole owner,
beneficially and of record, of all the issued and outstanding capital stock of
Seller.
c. [IMX/WW] Except
as set forth in Schedule 3.1(c), the financial statements of Seller, dated as of
August 31, 2008 ("Financial Statements") and attached as Exhibit G are true,
correct and complete in all material respects; fairly present the financial
condition of Seller and its results of operations for the periods indicated; and
were prepared in accordance with generally accepted accounting principles, except for the
absence of footnotes and for normal year-end
adjustments. Since the date of the Financial Statements there have
been no actions, transactions, payments, events or other occurrences having or
reasonably expected to have a material adverse effect on Seller or its financial
condition as reflected in the Financial Statements.
d. [IMX/WW] Except
as set forth in Schedule 3.1(d), Seller has paid and/or withheld all federal,
state and local taxes (including, without limitation, payroll taxes),
assessments and penalties due and payable with respect to the Business and has
filed all applicable federal, state and local income, sales, property, payroll,
and other tax returns or
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e. [IMX/WW] Except
as reflected in the Financial Statements or incurred in the ordinary and usual
course of its business, Seller has no outstanding
liabilities or obligations, whether accrued, absolute, contingent or
otherwise.
f. [IMX] At
the Closing, Seller will have and will convey to Buyer good and marketable title
to all of the Assets which will be free and clear of any liens, security
interests, claims, and encumbrances, and will not be subject to any lease,
security agreement, conditional sales contract, or other title retention or
security arrangement. Seller will convey and deliver the Tangible Property to
Buyer on an “as is, where is” basis on the Closing Date, and the Selling Parties
disclaim any representation or warranty, express or implied, about the condition
physical condition of any of the Tangible Property.
g. To
the knowledge of IMX/WW, Seller is in full compliance with, and is not in
violation of, any applicable federal, state, or local statute, law, or
regulation relating to the operation of the Business, including, without
limitation, laws and regulations regarding environmental protection and
hazardous materials, and occupational safety and health.
h. [IMX/WW] Except for the
litigation between Xxxxx Analytical Group, LLC, Shareholder and
certain other
parties, pending in the California Superior Court, there is no
suit, action, arbitration, or legal, administrative, or other proceeding, or
governmental investigation pending or, to the knowledge of IMX/WW, threatened,
against or affecting Seller or its business, assets, or financial condition.
Seller is not in default with respect to any order, writ, injunction, or decree
of any federal, state, local, or xxxxxxx xxxxx, xxxxxxxxxx,
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i. [IMX/WW] The
consummation of the transactions contemplated by this Agreement will not result
in or constitute any of the following: (i) a breach of any term or provision of
this Agreement; (ii) a default or an event that, with notice or lapse of time or
both, would be a default, breach, or violation of the articles of incorporation
or bylaws of Seller or any lease, license, promissory note, conditional sales
contract, deed of trust, or other agreement, instrument, or arrangement to which
Selling Parties are a party or by which either of them or the property of either
of them is bound; (iii) an event that would permit any party to terminate any
agreement or to accelerate the maturity of any indebtedness or other obligation
of Seller; or (iv)
the creation or imposition any lien, charge, or encumbrance on any of the
properties of Seller.
j. [IMX/WW] Except
for any obligation expressly assumed by Buyer and listed on Exhibit F, Seller is
not in default of any obligation to any of its employees with respect to pay,
benefits, or otherwise, and Seller will pay (i) the employee payrolls due on
November 14, 2008 and November 21, 2008, and (ii) the health insurance arrearage
to Kaiser in the amount of $32,281.44, which will paid by Seller at the
Closing.
k. [WW] The
Inventory is merchantable and fit for the purpose for which it was procured or
manufactured, and no material portion of it is slow-moving, obsolete, damaged,
or defective, subject only to the reserve for inventory write down set forth on
the Financial Statements.
l. [IMX/WW] Except
as set forth in Schedule 3.1(l), the Receivables are
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valid
receivables subject to no setoffs or counterclaims, are current and are
reasonably expected to be collected in accordance with their terms at their
recorded amounts, subject only to the reserve for bad debts as set forth in the
Financial Statements.
m. [IMX] All
material insurance policies maintained by Seller (including those providing
property, casualty, liability and workers compensation coverage) are valid and
in full force and effect.
n. [IMX] Except for the failure to pay
rent due for the months of September, October and the portion of November prior
to the Closing Date, 2008, which will be paid by Seller simultaneous with the
Closing, and for the
lack of earthquake insurance, there are no
material monetary tenant defaults under the Lease, and all material
monetary obligations of tenant thereunder have been performed and
discharged.
o. [IMX/WW] Neither
Selling Parties nor Xxxxxxxx have any knowledge of any infringement or alleged
infringement by others of any of the Intangible Property, and to the knowledge
of Selling Parties and Xxxxxxxx, Seller has not infringed, and is not now
infringing, on any intellectual property belonging to any other person, firm, or
corporation.
3.2 Buyer
represents and warrants to Seller that now, and as of the Closing
Date:
a. Buyer
is a corporation duly organized, validly existing, and in good standing under
the laws of the State of California, and has all necessary power, authority and
capacity to enter into this Agreement and carry out its obligations. The
execution, delivery and performance of this Agreement have been duly authorized
by all necessary corporate
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b. There
are no pending or, to the knowledge of Buyer, threatened, suits, actions,
arbitrations or legal, administrative, or other proceedings against Buyer or
adversely affecting Buyer’s ability to enter into and consummate the
transactions contemplated by this Agreement.
c. Buyer
is not a party to, bound or affected by or subject to any agreement, instrument,
article or bylaw provision, order, or judgment that would be violated or
breached, or under which any default would occur, as a result of the execution
and delivery of this Agreement or the consummation of its
transactions.
d. The consummation of the
transactions contemplated by this Agreement will not result in or constitute
any of the following: (i) a breach of any term or provision of this Agreement;
(ii) a default or an event that, with notice or lapse of time or both, would be
a default, breach, or violation of the articles of incorporation or bylaws of Buyer or any
lease, license, promissory note, conditional sales contract, deed of trust, or
other agreement, instrument, or arrangement to which the Buyer is a party or by
which Buyer or its property is bound; (iii) an event that would permit any party to terminate any
agreement or to accelerate the maturity of any indebtedness or other obligation
of Buyer; or (iv) the creation or imposition any lien, charge, or encumbrance on
any of the properties of Buyer.
3.3 All representations and
warranties contained
in sections 3.1 and 3.2 that are made to the knowledge of the representing party
shall, for purposes hereof, mean the actual
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ARTICLE
IV
CONDITIONS
PRECEDENT
4.1 The
obligation of Buyer to complete the purchase of the Assets shall be subject to
the satisfaction or compliance with, at or before the Closing, of each of the
following conditions precedent, each of which is included for the exclusive
benefit of Buyer and may be waived by Buyer in whole or in part:
a. All
of the representations and warranties in Section 3.1 shall be true and correct
in all material respects
as of the Closing, and Seller shall have performed or complied with all
of its obligations and agreements hereunder.
b. Seller
shall have assigned the Lease to Buyer and shall have obtained
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c. There
shall have been no material adverse change in the Business, properties,
financial condition, or results of operations of
Seller since the date of this Agreement, and there shall have been no material
loss or damage to the Assets that materially affects Seller’s ability to conduct
the Business.
d. Seller
shall have terminated the employment of all employees of the
Business.
4.2 The obligation of Seller to complete the sale of the
Assets shall be subject to the satisfaction or compliance
with, at or before the Closing, of each of the following conditions precedent,
each of which is included for the exclusive benefit of the Selling Parties and
may be waived by the Selling Parties in whole or in
part:
a. All
of the representations and warranties set forth in Section 3.2 shall be true and
correct in all material
respects at the Closing, and Buyer shall have performed or complied with
all of its obligations and agreements hereunder.
b. Buyer
shall have offered employment to all employees of Seller involved in the
Business, on terms and conditions not less favorable to such employees than
their current terms and conditions of employment. Buyer agrees that all such
offers of employment shall contain a condition requiring such employees to have
entered into a written agreement with Seller (in form and substance satisfactory
to Selling Parties) releasing Selling
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ARTICLE
V
OBLIGATIONS
BEFORE CLOSING
The
parties agree that from the date of this Agreement until the
Closing:
5.1 Seller
will afford Buyer and its representatives full access during normal business
hours to all properties, books, accounts, contracts, and documents relating to
Seller’s operation of the Business. Seller will furnish all data and information
concerning the Business and the Assets that may reasonably be requested by
Buyer.
5.2 Seller
will carry on the Business diligently and in substantially the same manner as
previously conducted, will use best efforts to preserve its present
relationships with suppliers, customers and others, and will not institute
unusual methods of operation or engage in transactions that vary materially from
the methods used and transactions engaged in on the date of this
Agreement.
5.3 At
Buyer's expense, Selling Parties will assemble for shipment and deliver to the
Premises, as soon as practicable
after the Closing Date, any and all Tangible Property and
Intangible Property not presently located at the Premises.
ARTICLE
VI
CLOSING
6.1 Consummation
of the transactions contemplated by this Agreement (the "Closing") shall take
place at the offices of Xxxxxxx X. Xxxxxx, Morgan, Franich, Fredkin
&
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Xxxxx, 00
Xxxxxxx Xxxxxxxxx, Xxxxx 0000, Xxx Xxxx, Xxxxxxxxxx at 10:00 a.m., on November
21, 2008 or at such other time and place as the parties may agree in writing
("Closing Date").
6.2 Subject
to the terms of this Agreement, at the Closing, Seller will deliver to Buyer,
against delivery of the documents and instruments specified in Section 5.3 the
following:
a. A
xxxx of sale and appropriate instruments of assignment which assign and transfer
to Buyer all of the Assets, together with full possession and control of all
Assets.
b. The
duly-executed Assignment and Consent.
c. The
Books and Records.
6.3 Subject
to the terms of this Agreement, at the Closing, Buyer shall deliver to Seller,
against delivery of the documents and instruments referred to in Section 5.2 the
following:
a. The
Closing Payment, which shall be paid by wire transfer or other form of
immediately available funds acceptable to Seller.
b. The
Note, duly executed by Buyer.
c. The
Security Agreement, duly executed by Buyer.
d. An instrument appropriate to
cause Buyer to assume all of the Assumed Obligations, duly executed by
Buyer.
6.4 Simultaneous
with the Closing, Seller shall pay by wire transfer or other form of
immediately available funds: (i) to Sunnyvale
Industrials all rent due under the Lease
through the Closing Date; and (ii) to Kaiser, the sum of $32,281.44 for health
insurance
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premiums.
6.5 The
parties further agree to perform such acts and execute any and all documents and
instruments reasonably required in order to consummate the transactions
contemplated by this Agreement.
6.6 Buyer waives compliance by
Selling Parties with any applicable "bulk sales laws."
6.7 In the event that
either the Closing has not occurred by the Closing Date due to the inability of
the Selling Parties to satisfy the closing conditions set forth in Section 4.1
or to make the deliveries required by Section 6.2 by such date, or due to the
inability of Buyer to satisfy the closing conditions set forth in Section 4.2 or
to make the deliveries required by Section 6.3 by such date, then upon the
request of either party, this agreement shall terminate and the Signing Payment
shall immediately be returned by Selling Parties to Buyer.
ARTICLE
VII
OBLIGATIONS
AFTER CLOSING
7.1 Selling
Parties, jointly and severally, shall indemnify, defend and hold harmless Buyer,
and its shareholders, directors,
officers, employees, agents, and representatives, from and against any and all
claims, liabilities, losses, damages, costs, or expenses, including reasonable
attorneys’
fees, that Buyer (or its shareholders,
directors, officers, employees, agents, and representatives) may incur or
suffer from any third party unaffiliated with
Buyer which
arise, result from, or relate to (i) any breach of, or failure by Selling
Parties to perform, any of their representations, warranties (excluding
representations and warranties made
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Buyer
shall give Selling Parties written notice of any claim to indemnification under
this Section. Within ten (10) days after receipt of the notice of claim, Selling
Parties will either (i) acknowledge in writing its responsibility for all or
part of such claim, and pay the portion of the matter as to which responsibility
is acknowledged, or (ii) give written notice to Buyer of the intention to
dispute or contest all or part of the claim.
Selling
Parties shall have the right, at their sole expense, to control the defense of
any claim brought by any third party as to which indemnification is sought, with
counsel of Selling Parties’ choice, and shall have the right to settle or
otherwise protect against the imposition of liability with respect to such
claim.
In
accordance with the above, Buyer shall have the right to offset any sum for
which Buyer is entitled to indemnity from Seller under this section against the
unpaid balance due to Seller under the Note.
The aggregate
indemnity obligations of the Selling Parties shall not exceed One Hundred Percent (100%) of the
aggregate Purchase Price actually paid to the Selling
Parties.
7.2 Buyer
shall indemnify, defend and hold harmless Selling Parties, and their
Shareholder, directors, officers, employees, agents, and representatives from
and against any and all claims, liabilities, losses, damages, costs, or
expenses, including reasonable
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Selling
Parties shall give Buyer written notice of any claim to indemnification under
this Section. Within ten (10) days after receipt of the notice of claim, Buyer
will either (i) acknowledge in writing its responsibility for all or part of
such claim, and pay the portion of the matter as to which responsibility is
acknowledged, or (ii) give written notice to Selling Parties of its intention to
dispute or contest all or part of the claim.
Buyer
shall have the right, at its sole expense, to control the defense of any claim
brought by any third party as to which indemnification is sought, with counsel
of Buyer=s
choice, and shall have the right in its sole discretion to settle or otherwise
protect against the imposition of liability with respect to such
claim.
The aggregate
indemnity obligations of the Buyer shall not exceed One Hundred Percent (100%)
of the aggregate Purchase Price actually paid to the Selling
Parties.
7.3 The
respective agreements, representations. warranties, indemnities and other
statements made by or on behalf of each party hereto pursuant to
this Agreement shall remain in full force and effect, regardless of any
investigation made by or on behalf of any party, and shall survive the Closing
for a period of one (1) year from the date of the Closing and
no
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7.4 Except as with respect to fraud
or for remedies that cannot be waived as a matter of
law, the remedies set forth in this Article VII will be the sole and exclusive
remedies of the parties hereto under this Agreement for breaches of
representations, warranties and covenants contained herein. For avoidance of
doubt, the foregoing limitations
shall not apply with respect to the obligations of the Buyer to pay the Purchase
Price pursuant to this Agreement.
7.5 Any party from whom
indemnification is sought shall not be required to make any indemnification
payment pursuant to
this Article VII until such time as the total amount of all losses that have
been actually suffered or incurred by the party seeking indemnification has or
have otherwise become subject, exceeds Twenty Five Thousand and 00/100 Dollars
($25,000.00). If the total amount of such
Losses exceeds Twenty Five Thousand and 00/100 Dollars ($25,000.00), the
indemnitees shall be entitled to seek compensation and reimbursement for the
entire amount of such Losses, and not merely the portion of such Losses
exceeding Twenty Five Thousand and
00/100 Dollars ($25,000.00). The foregoing
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7.6 For
a period of five (5) years following the purchase and sale of Assets under this
Agreement, Selling Parties, and each of them, agree that they will not, directly
or indirectly, engage in, or have any interest in any person or business entity
(whether as a shareholder, partner, member, director, officer, employee, agent,
consultant, creditor, or otherwise) that engages in, any activity which activity
is substantially the same as or competitive with the Business as it was conducted by
Seller immediately prior to the Closing. Seller further agrees not to
divulge, communicate, use to the detriment of the Buyer or for the benefit of
any other person or entity, any confidential information or trade secrets of
Buyer acquired hereunder, including personnel information, secret processes,
know how, customer lists, computer files and data bases, or methods of doing
business. The parties intend that the covenants contained in this section are
severable, and if one or more provisions should be determined to be judicially
unenforceable, in whole or in part, the remaining provisions shall nevertheless
be binding and enforceable. The parties agree that a breach of the covenants
contained in this section could not reasonably or adequately be compensated in
damages in an action at law, and that injunctive relief shall be available in
addition to all other remedies now or hereafter existing at law or in
equity.
ARTICLE
VIII
PROVISIONS
OF GENERAL APPLICATION
8.1 Time
is of the essence of this Agreement.
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8.2 All
notices, demands, requests and other communications under this Agreement shall
be in writing and shall be deemed properly served when personally served or
forty-eight (48) hours after deposit in the United States Mail, registered or
certified, return receipt requested, postage prepaid. Notices shall be addressed
as follows:
Buyer: Core
Systems Incorporated
0000
Xxxxx Xxxx
Xxxxxxxxx,
Xxxxxxxxxx 00000
Attention: Xxx
Xxxxxxx
with a
copy (which
shall
not constitute notice)
to: Xxxxxxx
X. Xxxxxx, Esq.
Morgan,
Franich, Fredkin & Xxxxx
00
Xxxxxxx Xxxx., Xxxxx 0000
Xxx Xxxx,
XX 00000-0000
Seller or
Shareholder: Implant Sciences
Corporation
000 Xxxxxxx
Xxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
Attention:
President
with a copy (which
shall
not constitute notice)
to: Xxxx X.
Xxxxxx
Xxxxx, Xxxxxx-Xxxxx &
Xxxxxxxxx, P.C.
0000 Xxxxxxx
Xxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
8.3 This
Agreement constitutes the entire agreement between the parties and supersedes
all prior and contemporaneous agreements, representations and understandings of
the parties. No supplement, modification, or amendment of this Agreement shall
be valid unless executed in writing by all parties. No waiver of any of the
provisions of this Agreement shall be deemed a waiver of any other
provision.
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8.4 If
any legal action, arbitration or other proceeding is brought for the enforcement
of this Agreement, or because of any alleged dispute, default or
misrepresentation in connection with any of the provisions of this Agreement,
the successful or prevailing party shall be entitled to recover attorneys` fees
and other costs incurred in that action, in a addition to any other relief to
which it may be entitled.
8.5 This
Agreement shall be construed in accordance with, and governed by, the laws of
the State of California. Any action or proceeding arising under this
Agreement brought by the Selling Parties
shall be initiated and maintained in the County of Santa Clara,
California,
and any action or proceeding arising under this Agreement brought by the Buyer
shall be initiated and maintained in the County of Middlesex, Massachusetts.
8.7 This
Agreement shall be binding on and shall inure to the benefit of the parties to
it and their respective heirs, legal representatives, successors, agents and
assigns.
8.8 Except as otherwise expressly
provided in this Agreement, all legal, accounting and other fees, costs and
expenses incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party incurring such fees, costs or
expenses.
8.9 This
Agreement may be executed in counterparts which together shall constitute one
and the same agreement.
8.10 This Agreement shall inure to the
benefit of, and be binding upon, the parties hereto and their respective
successors and assigns; provided, however, that neither party shall assign or
delegate any of the obligations created under this
Agreement without the prior
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[Signature page
follows]
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IN
WITNESS WHEREOF, the parties to this Agreement have duly executed it on the day
and year first above written.
SELLER:
C ACQUISITION CORP., a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxx
BUYER:
CORE SYSTEMS INCORPORATED, a
California corporation
By: /s/ X. X. Xxxxxxx
/s/ Xxxx Xxxxxxxx
SHAREHOLDER:
IMPLANT
SCIENCES CORPORATION, a
Massachusetts corporation
By: /s/ Xxxxxxx X. Xxxxxx
| CERTIFICATION OF XXXX XXXXXXXX | |
| I, Xxxx Xxxxxxxx, hereby certify to Buyer, Seller and Shareholder that: |
| 1. | I am Vice President and General Manager of C Acquisition Corp. and | |
| 2. | Each of the representations and warranties in Section 3.1 which is identified with the initials "WW" or "IMX/WW" is, to my knowledge, true and correct. | |
|
|
/s/ Xxxx
Xxxxxxxx
|
|
|
Xxxx
Xxxxxxxx
|
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