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EXHIBIT 99.1
THIS WARRANT AGREEMENT (the "Agreement") is dated as of
_____________, 1998, between GIMMEL ENTERPRISES, INC., a Colorado
corporation (the "Company"), and CORPORATE STOCK TRANSFER, INC.,
Denver, Colorado (the "Warrant Agent").
WHEREAS, the Company has agreed to issue up to 187,500 Class A
Common Stock Purchase Warrants (the "Warrants") to purchase an
aggregate of up to 187,500 shares of the Company's no par common stock
(the "Common Stock" or the "Warrant Shares"); and
WHEREAS, the Company desires to provide for issuance of warrant
certificates (the "Warrant Certificates") representing up to 187,500
Warrants; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of
the Company, and the Warrant Agent is willing so to act, in connection
with the issuance, registration, transfer and exchange of Warrant
Certificates and exercise of the Warrants.
NOW, THEREFORE, in consideration of the promises and the mutual
agreements hereinafter set forth, it is agreed that:
1. Warrants/Warrant Certificates. Each Warrant shall entitle the
holder (the "Registered Holder" or, in the aggregate, the "Registered
Holders") in whose name the Warrant Certificate shall be registered on
the books maintained by the Warrant Agent to purchase one share of
Common Stock of the Company on exercise thereof, subject to adjustment
as provided in Section 7. Warrant Certificates representing the right
to purchase Warrant Shares shall be executed by the Company's President
and attested to by the Company's Secretary or Assistant Secretary and
delivered to the Warrant Agent upon execution of this Agreement. Such
Warrant Certificates shall be distributed to the holders named thereon.
Subject to the provisions of Sections 3, 5 and 6, the Warrant
Agent shall deliver Warrant Certificates in required whole number
denominations to Registered Holders in connection with any transfer or
exchange permitted under this Agreement. Except as provided in Section
6 hereof, no Warrant Certificates shall be issued except (i) Warrant
Certificates initially issued hereunder, (ii) Warrant Certificates
issued on or after the initial issuance date, upon the exercise of any
Warrants, to evidence the unexercised Warrants held by the exercising
Registered holder, and (iii) Warrant Certificates issued after the
initial issuance date upon any transfer or exchange of Warrant
Certificates or replacement of lost or mutilated Warrant Certificates,
2. Form and Execution of Warrant Certificates. The Warrant
Certificates shall be substantially in the form attached as Exhibit A.
The Warrant Certificates shall be dated as of the date of their
issuance, whether on initial issuance, transfer or exchange or in lieu
of mutilated, lost, stolen or destroyed Warrant Certificates.
Each such Warrant Certificate shall be numbered serially in
accordance with the Common Stock initially attached thereto with the
designation "WA" appearing on each Warrant Certificate.
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The Warrant Certificates may be detached immediately and, in such
event, the Warrant Certificates may be issued by number preceded by the
designation "WA" without regard to the number of the certificate
representing the Common Stock initially attached thereto.
The Warrant Certificates shall be manually countersigned by the
Warrant Agent and shall not be valid for any purpose unless so
countersigned. In any event, if any officer of the Company who executed
the Warrant Certificates shall cease to be an officer of the Company
before the date of issuance of the Warrant Certificates or before
countersignature and delivery by the Warrant Agent, such Warrant
Certificates may be countersigned, issued and delivered by the Warrant
Agent with the same force and effect as though the person who signed
such Warrant Certificates had not ceased to be an officer of the
Company.
3. Exercise. The Company agrees to register, at its sole expense,
the shares of Common Stock underlying the Warrants at the same time it
registers any of its securities under the Securities Act of 1933, as
amended (the "Registration Statement"). Subject to the provisions of
Section 8, the Warrants may be exercised at a price of $4.00 per share
of Common Stock (the "Exercise Price") in whole or in part at any time
during the period commencing on the effective date of the Registration
Statement (the "Initial Exercise Date") and terminating on a date (the
"Expiration Date") two years after such Initial Exercise Date. A
Warrant shall be deemed to have been exercised immediately prior to the
close of business on the date (the "Exercise Date") of the surrender
for exercise of the Warrant Certificate. The exercise form shall be
executed by the Registered Holder or his attorney duly authorized in
writing and will be delivered together with payment to the Warrant
Agent at its corporate offices (the "Corporate Office"), in cash or by
official bank or certified check, of an amount equal to the aggregate
Exercise Price, in lawful money of the United States of America.
Unless Warrant Shares may not be issued as provided herein, the
person entitled to receive the number of Warrant Shares deliverable on
such exercise shall be treated for all purposes as the holder of such
Warrant Shares as of the close of business on the Exercise Date. In
addition, the Warrant Agent shall also, at such time, verify that all
of the conditions precedent to the issuance of Warrant Shares, set
forth in Section 4, have been satisfied as of the Exercise Date. If any
one of the conditions precedent set forth in Section 4 are not
satisfied as of the Exercise Date, the Warrant Agent shall request
written instructions from the Company as to whether to return the
Warrant and pertinent Exercise Price payment to the exercising
Registered Holder or to hold the same until all such conditions have
been satisfied. The Company shall not be obligated to issue any
fractional share interests in Warrant Shares issuable or deliverable on
the exercise of any Warrant or scrip or cash therefore and such
fractional shares shall be of no value whatsoever. If more than one
Warrant shall be exercised at one time by the same Registered Holder,
the number of full Shares which shall be issuable on exercise thereof
shall be computed on the basis of the aggregate number of full shares
issuable on such exercise.
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Within thirty days after the Exercise Date and, in any event,
prior to the pertinent Expiration Date, pursuant to a Stock Transfer
Agreement between the Company and Warrant Agent, the Warrant Agent
shall cause to be issued and delivered to the person or persons
entitled to receive the same, a certificate or certificates for the
number of Warrant Shares deliverable on such exercise. No adjustment
shall be made in respect of cash divide dividends on Warrant Shares
delivered on exercise of any Warrant.
Upon the exercise of any Warrant, the Warrant Agent shall promptly
deposit the payment into an escrow account established by mutual
agreement of the Company and the Warrant Agent at a federally insured
commercial bank. All funds deposited in the escrow account will be
disbursed on a weekly basis to the Company once they have been
determined by the Warrant Agent to be collected funds. Once the funds
are determined to be collected, the Warrant Agent shall cause the share
certificate(s) representing the exercised Warrants to be issued.
Expenses incurred by the Warrant Agent will be paid by the
Company. These expenses, including delivery of exercised Warrant Share
certificates to the shareholder, will be billed monthly to tile
Company.
A detailed accounting statement relating to the number of Warrants
exercised and the net amount of exercised funds remitted will be given
to the Company with the payment of each exercise amount.
The Company may deem and treat the Registered Holder of the
Warrants at any time as the absolute owner thereof for all purposes,
and the Company shall not be affected by any notice to the contrary.
The Warrants shall not entitle the holder thereof to any of the rights
of shareholders or to any dividend declared on the Common Stock unless
the holder shall have exercised the Warrants and purchased the shares
of Common Stock prior to the record date fixed by the Board of
Directors of the Company for the determinations of holders of Common
Stock entitled to such dividend or other right.
4. Reservation of Shares and Payment of Taxes. The Company
covenants that it will at all times reserve and have available from its
authorized Common Stock such number of shares as shall then be issuable
on the exercise of all outstanding Warrants. The Company covenants that
all Warrant Shares which shall be so issuable shall be duly and validly
issued, fully paid and nonassessable and free from all taxes, liens and
charges with respect to the issue thereof.
The Company and the Warrant Agent acknowledge that the Company may
be required, pursuant to the Securities Act of 1933, as amended (the
"Act"), to deliver to each Registered Holder, upon the exercise of
Warrants and delivery of Warrant Shares, a prospectus covering the
issuance of the Warrant Shares which meets the requirements of the Act,
which prospectus must be a part of an effective registration statement
under the Act at the time that the Warrant is exercised. No Warrants
may be exercised nor may Warrant shares be issued by the Company's
transfer agent or delivered by the Warrant Agent unless, on the
Exercise Date: (i) the Company has an effective registration statement
covering the issuance of the Warrant Shares under the Act; (ii) the
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Warrant Agent has copies of the prospectus which is a part of such
effective registration statement and which the Warrant Agent hereby
agrees to deliver with the Warrant Shares; and (iii) the Warrant Shares
may legally be issued and delivered to the exercising Registered Holder
under the securities laws of the state in which such Registered Holder
resides.
The Company agrees to use its best efforts to maintain, to the
extent required by the Act, an effective registration statement
covering the issuance of the Warrant Shares during the period the
Warrants are exercisable. The Company further agrees, from time to
time, to furnish the Warrant Agent with copies of the Company's
prospectus to be delivered to exercising Registered Holders, as set
forth above.
If any shares of Common Stock to be reserved for the purpose of
exercise of Warrants hereunder require any other registration with or
approval of any government authority under any federal or state law
before such shares may be validly issued or delivered, then the Company
covenants that it will in good faith and as expeditiously as possible
endeavor to secure such registration or approval. No Warrant Shares
shall be issued unless and until any such registration requirements
have been satisfied or such approval has been obtained.
The Registered Holder shall all pay all documentary, stamp or
similar taxes and other governmental charges that may be imposed with
respect to the issuance of the Warrants, or the issuance, transfer or
delivery of any Warrant Shares on exercise of the Warrants. In the
event the Warrant Shares are to be delivered in a name other than the
name of the Registered Holder of the Warrant Certificate, no such
delivery shall be made unless the person requesting the same has paid
to the Warrant Agent the amount of any such taxes or charges incident
thereto.
In the event the Warrant Agent ceases to also serve as the stock
transfer agent for the Company, the Warrant Agent is irrevocably
authorized to requisition the Company's new transfer agent from time to
time for certificates of Warrant Shares required upon exercise of the
Warrants, and the Company will authorize such transfer agent to comply
with all such requisitions. The Company will file with the Warrant
Agent a statement setting forth the name and address of its new
transfer agent, for shares of Common Stock or other capital stock
issuable upon exercise of the Warrants and of each successor transfer
agent.
5. Registration of Transfer, The Warrant Certificates may be
transferred in whole or in part. Warrant Certificates to be exchanged
shall be surrendered to the Warrant Agent at its Corporate Office. The
Company shall execute and the Warrant Agent shall countersign, issue
and deliver in exchange therefor the Warrant Certificate or
Certificates which the holder making the transfer shall be entitled to
receive.
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The Warrant Agent shall keep transfer books at its Corporate
Office which shall register Warrant Certificates and the transfer
thereof. On due presentment for registration of transfer of any
Warrant Certificate at such office, the Company shall execute and the
Warrant Agent shall issue and deliver to the transferee or transferees
a new Warrant Certificate or Certificates representing an equal
aggregate number of Warrants. All Warrant Certificates presented for
registration of transfer or exercise shall be duly endorsed or be
accompanied by a written instrument or instruments or transferred in a
form satisfactory to the Company and the Warrant Agent. At the time of
exercise, the transfer fee shall be paid by the Company. The Company
may require payment of a sum sufficient to cover any tax or other
government charge that may be imposed in connection therewith.
All Warrant Certificates so surrendered, or surrendered for
exercise or for exchange in case of mutilated Warrant Certificates,
shall be promptly canceled by the Warrant Agent and thereafter retained
by the Warrant Agent until termination of the agency created by this
Agreement. Prior to due presentment for registration of transfer
thereof, the Company and the Warrant Agent may treat the Registered
Holder of any Warrant Certificate as the absolute owner thereof
(notwithstanding any notations of ownership or writing thereon made by
anyone other than the Company of the Warrant Agent), and the parties
hereto shall not be affected by any notice to the contrary.
6. Loss or Mutilation. On receipt by the Company and the Warrant
Agent of evidence satisfactory as to the ownership of and the loss,
theft, destruction or mutilation of any Warrant Certificate, the
Company shall execute, and the Warrant Agent shall countersign and
deliver in lieu thereof, a new Warrant Certificate representing an
equal aggregate number of Warrants. In the case of loss, theft or
destruction of any Warrant Certificates, the individual requesting
issuance of a new Warrant Certificate shall be required to indemnify
the Company and Warrant Agent in an amount satisfactory to each of
them. In the event a Warrant Certificate is mutilated, such Certificate
shall be surrendered and canceled by the Warrant Agent prior to
delivery of a new Warrant Certificate. Applicants for a new Warrant
Certificate shall also comply with such other regulations and pay such
other reasonable charges as the Company may prescribe.
7. Adjustment of Exercise Price and Shares. After each adjustment
of the Exercise Price pursuant to this Section 7, the number of shares
of Common Stock purchasable on the exercise of the Warrants shall be
the number derived by dividing such adjusted pertinent Exercise Price
into the original pertinent Exercise Price. The pertinent Exercise
Price shall be subject to adjustment as follows:
(a) In the event, prior to the expiration of the Warrants by
exercise or by their terms, the Company shall issue any shares of its
Common Stock as a share dividend or shall subdivide the number of
outstanding shares of Common Stock into a greater number of shares,
then, in either of such events, the Exercise Price per share of Common
Stock purchasable pursuant to the Warrants in effect at the time of
such action shall be reduced proportionately and the number of shares
purchasable pursuant to the Warrants shall be increased
proportionately. Conversely, in the event the Company shall reduce the
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number of shares of its outstanding Common Stock by combining such
shares into a smaller number of shares, then, in such event, the
Exercise Price per share purchasable pursuant to the Warrants in effect
at the time of such action shall be increased proportionately and the
number of shares of Common Stock at that time purchasable pursuant to
the Warrants shall be decreased proportionately. Any dividend paid or
distributed on the Common Stock in shares of any other class of the
Company or securities convertible into shares of Common Stock shall be
treated as a dividend paid in Common Stock to the extent that shares of
Common Stock are issuable on the conversion thereof.
(b) In the event the Company, at any time while the Warrants shall
remain unexpired and unexercised, shall sell all or substantially all
of its property, and thereafter dissolves, liquidates or winds up its
affairs, then prompt, proportionate, equitable, lawful and adequate
provision shall be made as part of the terms of any such sale,
dissolution, liquidation or winding up such that Warrantholders may
elect to exercise all or any Warrants held, in order to receive the
same kind and amount of any share, securities or assets as may be
issuable, distributable or payable on any such sale, dissolution,
liquidation or winding up with respect to each share of Common Stock of
the Company; provided, however, that in the event of any such sale,
dissolution, liquidation or winding up, the right to exercise Warrants
shall terminate on a date fixed by the Company, such date to be not
earlier than 5:00 p.m., Mountain Time, on the 30th day next succeeding
the date on which notice of such termination of the right to exercise
Warrants has been given my mail to the holders thereof at such
addresses as may appear on the books, of the Company.
(c) Notwithstanding the provisions of this Section 8, no
adjustment on the Exercise Price shall be made whereby such price is
adjusted in an amount less than $.50 or until the aggregate of such
adjustments shall equal or exceed $.50.
(d) In the event, prior to the expiration of the Warrants by
exercise or by their terms, the Company shall determine to take a
record of the holders of its Common Stock for the purpose of
determining shareholders entitled to receive any share dividend or
other right which will cause any change or adjustment in the number,
amount, price or nature of the shares of Common Stock or other
securities or assets deliverable on exercise of the Warrants pursuant
to the foregoing provisions, the Company shall give to the Registered
Holders of the Warrants at the addresses as may appear on the books of
the Company at least 15 days' prior written notice to the effect that
it intends to take such a record. Such notice shall specify the date as
of which such record is to be taken; the purpose for which such record
is to be taken and the number, amount, price and nature of the shares
of Common Stock or other shares, securities or assets which will be
deliverable on exercise of the Warrants after the action for which such
record will be taken has been completed. Without limiting the
obligation of the Company to provide notice to the Registered Holders
of the Warrant Certificates of any corporate action hereunder, the
failure of the Company to give notice shall not invalidate such
corporate action.
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(e) No adjustment of the Exercise Price shall be made as a result
of or in connection with (i) the issuance of Common Stock of the
Company pursuant to options, warrants and share purchase agreements
outstanding or in effect on the date hereof, (ii) the establishment of
additional stock option plans of the Company, the modification, renewal
or extension of any plan now in effect or hereafter created, or the
issuance of Common Stock on exercise of any options pursuant to such
plans, or (iii) the issuance of Common Stock in connection with an
acquisition or merger of any type.
(f) This Warrant Agreement shall be incorporated by reference on
the Warrant Certificates.
Upon any adjustment of the Exercise Price required to be made
pursuant to this Section 7, the Company within 30 days thereafter shall
(i) cause to be filed with the Warrant Agent a certificate setting
forth the pertinent Exercise Price after such adjustment and setting
forth in reasonable detail the method of calculation and the facts upon
which such calculation is based, and (ii) cause to be mailed to each of
the Registered Holders of the Warrant Certificates written notice of
such adjustment.
8. Reduction in Exercise Price at Company's Option. In addition to
any adjustments made to the Exercise Price pursuant to Section 7, the
Company's Board of Directors may, at its sole discretion, reduce the
Exercise Price of the Warrants in effect at any time either for the
life of the Warrants or any shorter period of time determined by the
Company's Board of Directors. The Company shall promptly notify the
Warrant Agent and the Registered Holders of any such reductions in the
Exercise Price.
9. Duties, Compensation and Termination of Warrant Agent. The
Warrant Agent shall act hereunder as agent and in a ministerial
capacity for the Company, and its duties shall be determined solely by
the provisions hereof. The Warrant Agent shall not, by issuing and
delivering Warrant Certificates or by any other act hereunder, be
deemed to make any representations as to the validity, value or
authorization of the Warrant Certificates or the Warrants represented
thereby or of the Common Stock or other property delivered on exercise
of any Warrant. The Warrant Agent shall not at any time be under any
duty or responsibility to any holder of the Warrant Certificates to
make or cause to be made any adjustment of the Exercise Price or to
determine whether any fact exists which may require any such
adjustments.
The Warrant Agent shall not (i) be liable for any recital or
statement of fact contained herein or for any action taken or omitted
by it in reliance on any Warrant Certificate or other document or
instrument believed by it in good faith to be genuine and to have
signed or presented by the proper party or parties, (ii) be responsible
for any failure on the part of the Company to comply with any of its
covenants and obligations contained in this Agreement, except for its
own negligence or willful misconduct, or (iii) be liable for any act or
omission in connection with this Agreement except for its own
negligence or willful misconduct.
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The Company agrees to indemnify the Warrant Agent against any and
all losses, expenses and liabilities which the Warrant Agent may incur
in connection with the delivery of copies of the Company's prospectus
to exercising Registered Holders upon the exercise of any Warrants.
The Warrant Agent may at any time consult with counsel
satisfactory to it (which may be counsel for the Company) and shall
incur no liability or responsibility for any action taken or omitted by
it in good faith in accordance with the opinion or advice of such
counsel. Any notice, statement, instruction, request, direction, order
or demand of the Company shall be sufficiently evidenced by an
instrument signed by its President and attested by its Secretary or
Assistant Secretary. The Warrant Agent shall not be liable for any
action taken or omitted by it in accordance with such notice,
statement, instruction, request, order or demand.
The Company agrees to pay the Warrant Agent reasonable
compensation for its services hereunder and to reimburse the Warrant
Agent for its reasonable expenses. The Company further agrees to
indemnify the Warrant Agent against any and all losses, expenses and
liabilities, including judgments, costs and counsel fees, for any
action taken or omitted by the Warrant Agent in the execution of its
duties and powers hereunder, excepting losses, expenses and liabilities
arising as a result of the Warrant Agent's negligence or willful
misconduct. The Warrant Agent may resign its duties or the Company may
terminate the Warrant Agent and the Warrant Agent shall be discharged
from all further duties and liabilities hereunder (except liabilities
arising as a result of the Warrant Agent's own negligence or willful
misconduct), on 30 days' prior written notice to the other party. At
least 15 days prior to the date such resignation is to become
effective, the Warrant Agent shall cause a copy of such notice of
resignation to be mailed to the Registered Holder of each Warrant
Certificate. On such resignation or termination the Company shall
appoint a new warrant agent. If the Company shall fail to make such
appointment within a period of 30 days after it has been notified in
writing of the resignation by the Warrant Agent, then the registered
holder of any Warrant Certificate may apply to any court of competent
jurisdiction for the appointment of a new warrant agent. Any new
warrant agent, whether appointed by the Company or by such court, shall
be a bank or trust company having a capital and surplus, as shown by
its last published report to its shareholders, of not less than
$5,000,000, and having its principal offices in the States of Arizona
and California.
After acceptance in writing of an appointment of a new warrant
agent is received by the Company, such new warrant agent shall be
vested with the same powers, rights, duties and responsibilities as if
it had been originally named herein as the Warrant Agent, without any
further assurance, conveyance, act or deed; provided, however, if it
shall be necessary or expedient to execute and deliver any further
assurance, conveyance, act or deed, the same shall be done at the
expense of the Company and shall be legally and validly executed. The
Company shall file a notice of appointment of a new warrant agent with
the resigning Warrant Agent and shall forthwith cause a copy of such
notice to be mailed to the Registered Holder of each Warrant
Certificate.
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Any corporation into which the Warrant Agent or any new warrant
agent may be converted or merged, or any corporation resulting from any
consolidation to which the Warrant Agent or any new warrant agent shall
be a party, or any corporation succeeding to the corporate trust
business of the Warrant Agent shall be a successor warrant agent under
this Agreement, provided that such corporation is eligible for
appointment as a successor to the Warrant Agent under the provisions of
the preceding paragraph. Any such successor warrant agent shall
promptly cause notice of its succession as Warrant Agent to be mailed
to the Company and to the Registered Holder of each Warrant
Certificate. No further action shall be required for establishment and
authorization of such successor warrant agent.
The Warrant Agent, its officers or directors and its subsidiaries
or affiliates may buy, hold or sell warrants or other securities of the
Company and otherwise deal with the Company in the same manner and to
the same extent and with like effect as though it were not Warrant
Agent. Nothing herein shall preclude the Warrant Agent from acting in
any other capacity for the Company or for any other legal entity.
10. Modification of Agreement. The Warrant Agent and the Company
may by supplemental agreement make any changes or corrections in this
Agreement (i) that they shall deem appropriate to cure any ambiguity or
to correct any defective or inconsistent provision or mistake or error
herein contained; or (ii) that they may deem necessary or desirable and
which shall not adversely affect the interests of the holders of
Warrant Certificates; provided, however, this Agreement shall not
otherwise be modified, supplemented or altered in any respect except
with the consent in writing of the Registered Holders of Warrant
Certificates representing not less than 51% of the Warrants
outstanding. Additionally, except as provided in Sections 7 and 8, no
change in the number or nature of the Warrant Shares purchasable on
exercise of a Warrant, increase of the purchase price therefor, or the
acceleration of the Expiration Date of a Warrant shall be made without
the consent in writing of the Registered Holder of the Warrant
Certificate representing such Warrant, other than such changes as are
specifically prescribed or allowed by this Agreement.
11. Notices. All notices, demands, elections, opinions or requests
(however characterized or described) required or authorized hereunder
shall be deemed sufficient if made in writing and sent by registered or
certified mail, return receipt requested and postage prepaid, or by
tested telex, telegram or cable to the principal office of the
addressee, and if to the Registered Holder of a Warrant Certificate, at
the address of such holder as set forth on the books maintained by the
Warrant Agent.
12. Binding Agreement. This Agreement shall be binding upon and
inure to the benefit of the Company, the Warrant Agent and their
respective successors and assigns, and the holders from time to time of
Warrant Certificates. Nothing in this. Agreement is intended or shall
be construed to confer upon any other person any eight, remedy or claim
or to impose on any other person any duty, liability or obligation.
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13. Further Instruments. The parties hereto shall execute and
deliver any and all such other instruments and shall take any and all
other actions as may be reasonably necessary to carry out the intention
of this Agreement.
14. Severability. If any provision of this Agreement shall be
held, declared or pronounced void, voidable, invalid, unenforceable, or
inoperative for any reason by any court of competent jurisdiction,
government authority or otherwise, such holding, declaration or
pronouncement shall not affect adversely any other provision of this
Agreement, which shall otherwise remain in full force and effect and be
enforced in accordance with its terms, and the effect of such holding,
declaration or pronouncement shall be limited to the territory or
jurisdiction in which made.
15. Waiver. All the rights and remedies of either party to this
Agreement are cumulative and not exclusive of any other rights and
remedies as provided by law. No delay or failure on the part of either
party in the exercise of any right or remedy arising from a breach of
this Agreement will constitute a waiver of any other right or remedy,
The consent of any party where required hereunder to act or occurrence
shall not be deemed to be a consent to any other action or occurrence.
16. General Provisions. This Agreement shall be construed and
enforced in accordance with, and governed by, the laws of the State of
Colorado. Except as otherwise expressly stated herein, time is of the
essence in performing hereunder. This Agreement embodies the entire
agreement and understanding between the parties and supersedes all
prior agreements and understandings relating to the subject matter
hereof, and this Agreement may not be modified or amended or any term
or provisions hereof waived or discharged except in writing, signed by
the party against whom such amendment, modification, waiver or
discharge is sought to be enforced. The headings of this Agreement are
for convenience and reference only and shall not limit or otherwise
affect the meaning hereof. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed as of the date first above written.
GIMMEL ENTERPRISES, INC. CORPORATE STOCK TRANSFER, INC.
By: /s/ Xxxxxxx Xxxxxx, Xx. By: /s/ illegible
Xxxxxxx Xxxxxx, Xx., President President
