EXHIBIT 10.8
BUILDER'S REALTY STOCK PURCHASE AGREEMENT
DATED FEBRUARY 27, 1998
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT, dated as of February 28, 1997, is by and
between BUILDERS REALTY (CALGARY) LTD., a corporation organized under the
laws of the Province of Alberta, Canada ("Builders"), HOMELIFE, INC., a
Nevada corporation ("Buyer"), and XXXXX XXXXX, an individual, and XXXXX
XXXXXX, an individual (collectively, the "Shareholders"). Builders and
Shareholders shall sometimes be collectively referred to herein as the
"Selling Parties."
R E C I T A L S
A. Shareholders are the holders of all of the outstanding shares of
equity securities of Builders (the "Shares").
B. Shareholders each desire to sell to Buyer, and Buyer desires to
purchase from Shareholders, all of Shareholders' right, title and interest in
and to the Shares upon the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the mutual benefits to be derived from
this Agreement, the parties represent, warrant, and agree as follows:
A G R E E M E N T
SECTION 1. PURCHASE AND SALE OF SHARES.
1.1 PURCHASE AND SALE. At the Closing (as defined below), and upon
the terms set forth herein, Shareholders will sell, transfer, assign, convey,
grant, and deliver to Buyer, and Buyer will purchase and acquire from
Shareholders, all right, title, and interest of Shareholders in and to the
Shares, such that, following the Closing, Builders will be a wholly-owned
subsidiary of Buyer.
1.2 PURCHASE PRICE. The purchase price (the "Purchase Price") for
the Shares shall equal $450,000 CDN and shall be comprised of the following:
(i) the sum $225,000 CDN in cash (the "Cash Portion"), and (ii) 36,000 shares
(or such other certain number of shares) of the common stock of Buyer (the
"Initial Shares"), which Initial Shares shall have an aggregate value as of
the Closing of $225,000 CDN. The Purchase Price shall be allocated among the
Shareholders in accordance with their respective percentage ownership of the
outstanding equity securities of Builders. The Purchase Price has been
calculated based on Selling Parties' representations that (i) the gross sales
income of Builders in the previous twelve months was at least $5,677,000 CDN
as reflected in the accounts in Builders' "Realcorp" accounting program,
copies of which accounts are attached hereto as Schedule 1.2, and (ii) the
net sales income of Builders for 1996 was at least $150,000 CDN, as
reflected in the accounts in Builders' "Realcorp" accounting program, copies
of which accounts are attached hereto as Schedule 1.2. If the certificate
delivered at the Closing pursuant to Section 8.1(c) below reflect less than
these amounts, both the Cash Portion and the Initial Shares of the Purchase
Price shall be proportionately reduced.
1.3 ADJUSTMENT TO PURCHASE PRICE. Shareholders acknowledge and agree
that the Initial Shares shall be subject to resale restrictions during the
twelve (12) months following the Closing. After twelve (12) months, if the
market price per share of the Initial Shares as of the date which is twelve
(12) months following the Closing is less than $5 US per share, Buyer shall
promptly issue to Shareholders, on a pro rata basis, such additional shares
of Buyer's common stock which, together with the Initial Shares
(collectively, the "HomeLife Shares"), shall have an aggregate market value,
based on the market price per share as of the date which is twelve (12)
months following the Closing, equal to $225,000 CDN.
1.4 PAYMENT OF PURCHASE PRICE. On the Closing Date, the Cash Portion
of the Purchase Price shall be paid to Shareholders by 1:00 p.m., Pacific
Standard Time, by certified or cashier's check or by such other method as
Shareholders and Buyer may agree.
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SECTION 2. THE CLOSING.
2.1 TIME AND PLACE. The closing of the transactions contemplated by
this Agreement (the "Closing") shall occur at time, date and place as the
parties hereto shall designate in writing. The Closing shall occur no later
than February 27, 1998 or no later than five (5) business days after the
conditions to closing have been satisfied or waived in writing, whichever
occurs first (the "Closing Date"); provided, however, that upon at least
three (3) business days' prior written notice to the other party, each party
may extend the Closing Date one time for up to ten (10) business days. The
date of the extended Closing shall be determined with the other party's
consent (such consent not to be unreasonably withheld), and such extended
date shall be the Closing Date.
2.2 DELIVERIES BY BUYER. At Closing, Buyer shall make the following
deliveries: (i) to each Shareholder, a certificate representing that portion
of the Initial Shares that such Shareholder is acquiring as set forth in
Section 1.2 above; and (ii) to Selling Parties, a certificate executed by
Buyer certifying that all of Buyer's representations and warranties under
this Agreement are true as of the Closing, as though each of those
representations and warranties had been made on that date, and that all
conditions set forth in Sections 8.1(a) and (b) have been satisfied or waived.
2.3 DELIVERIES BY SELLING PARTIES. At Closing, Selling Parties shall
make the following deliveries to Buyer: (i) a certificate or certificates
representing the Shares, accompanied by a Stock Power, duly executed, with
medallion guarantee, by the Shareholders in the form of attached Exhibit "A";
(ii) a certificate executed by Selling Parties, certifying that the Selling
Parties' respective representations and warranties under this Agreement are
true as of the Closing, as though each of those representations and
warranties had been made on that date, and that all conditions set forth in
Sections 8.2(a) and (b) have been satisfied or waived; and (iii) the stock
books, stock ledgers, minute books, corporate seals, and all other corporate
records and property of Builders.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF SELLING PARTIES. Builders and
Shareholders, jointly and severally, represent, warrant, and agree as follows:
3.1 ORGANIZATION AND STANDING OF BUILDERS. Builders is a corporation
duly organized, validly existing, and in good standing under the laws of the
Province of Alberta and has full power and authority to carry on the business
of Builders as now conducted. Builders is duly qualified or licensed to do
business and is in good standing in the jurisdictions in which the nature of
its business conducted by it makes such qualification necessary, except where
the failure to be so qualified would not have a material adverse effect on
Builders' financial condition or results of operations.
3.2 AUTHORITY; CAPITALIZATION.
(a) The execution, delivery and performance of this Agreement by
Builders and the consummation by Builders of the transactions contemplated
hereby have been duly and validly authorized by all necessary corporate
action on the part of Builders. This Agreement has been duly executed and
validly delivered by Selling Parties and is a valid and binding agreement of
Selling Parties, enforceable against them in accordance with its terms,
except as may be limited by or subject to any bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally.
(b) Shareholders are the lawful beneficial and record owners of
all of the issued and outstanding shares of Builders' equity securities.
All of the Shares have been duly and validly issued, are fully paid and
nonassessable, and will be conveyed hereunder free and clear of all liens,
security interests, encumbrances, pledges, restrictions, charges, demands,
and claims of any kind and nature whatsoever, whether direct or indirect or
contingent. There are no options or other agreements of any kind granted or
issued by Builders which provide for the purchase, issuance or transfer of
any additional shares of the capital stock of Builders nor are there any
outstanding securities granted or issued by Builders that are convertible
into any shares of the equity securities of Builders. Builders does not have
outstanding any bonds, debentures, notes or other indebtedness the holders of
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which have the right to vote (or convertible or exercisable into securities
having the right to vote) with holders of Builders capital stock on any
matter.
3.3 TITLE TO ASSETS; EFFECT OF AGREEMENT.
(a) Builders is, and at the Closing shall be, the owner of all
of the assets as may be reflected in the Financial Reports (as defined below)
and/or are utilized as of the Closing in the operation of its business.
Builders has good and marketable title to such assets, free and clear of all
liens, charges, claims or encumbrances of any nature.
(b) The execution, delivery, and performance of this Agreement
and consummation of the transactions contemplated herein by Selling Parties
will not, with or without the giving of notice or the lapse of time, or both,
(i) violate any provision of law, statute, rule, or regulation to which
Selling Parties are subject, (ii) violate any judgment, order, writ, or
decree of any court or other tribunal or any agency applicable to Selling
Parties, or (iii) result in the breach of or conflict with any term,
covenant, condition, or provision of, or result in the creation of any lien
or encumbrance on their respective assets under, any commitments, contracts,
or other agreements or instruments to which such Selling Party is a party or
by which any of its assets is or may be bound.
3.4 LICENSES AND PERMITS. Builders possesses all material licenses
and permits necessary to conduct its business as now operated. Such licenses
and permits are valid and in full force and effect. No action or claim is
pending or threatened to revoke or terminate any such licenses or permits or
declare any of them invalid in any respect. Further, Builders shall provide
a list of all material licenses and permits on Schedule 3.4 attached herein
which shall also include a list of licenses of all real estate sales
representatives affiliated with Builders.
3.5 BROKERS AND FINDERS. No broker, finder or investment banker is
entitled to any brokerage, finders or other fee or commission payable by
Selling Parties in connection with the transactions contemplated by this
Agreement, based upon arrangements made by or on behalf of Selling Parties or
any of its affiliates.
3.6 FINANCIAL REPORTS. Builders has delivered to Buyer complete
copies of the financial reports attached as Exhibit "B" (collectively, the
"Financial Reports"). Each of the Financial Reports is true and correct and
accurately reflects the financial condition, results of operations, and
related costs and expenses of the business of Builders as of such dates and
for the periods then ended. There is no claim or asserted liability or
obligation of any kind with respect to the business or the assets of Builders
not reflected on the Financial Reports, which could have a material adverse
effect on Builders' business or assets.
3.7 LITIGATION. Schedule 3.7 sets forth a complete and accurate list
of all litigation, actions, investigations, arbitration, or other proceedings
currently pending or threatened to which Builders is a party. Builders is
not subject to any outstanding order, writ, injunction, or decree of any
court, government, governmental authority or agency, or arbitration tribunal
against it or affecting or relating to its assets or business which could
have a material adverse effect on such assets or business.
3.8 PENDING LISTING. Schedule 3.8 sets forth a complete and
accurate list of all properties for sale as listed by Builders as of 90 days
prior to the date of closing.
SECTION 4. ADDITIONAL REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS. Each
Shareholder represents and warrants to Buyer with respect to himself or
herself, as of the date hereof and as of the Closing, as follows:
4.1 PURCHASE ENTIRELY FOR OWN ACCOUNT. Shareholder agrees that he is
acquiring the HomeLife Shares for investment purposes only and not for sale
or with a view to distribution of all or any part of such shares.
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4.2 RESTRICTED SECURITIES; REGISTRATION. Shareholder understands
that the HomeLife Shares are "restricted securities" under the Securities Act
of 1933, as amended (the "Act"), and that, under such laws and applicable
regulations, such securities may not be resold for a period of one (1) year
from the date of issuance unless registered with the United States Securities
and Exchange Commission (the "Commission") under the Act and qualified by
appropriate state securities regulators, or unless Shareholder obtains
written consent from Buyer and otherwise complies with an exemption from such
registration and qualification. Shareholder acknowledges that the
certificates delivered by Buyer representing the HomeLife Shares may provide
appropriate legends regarding the foregoing. Shareholder understands that
Buyer is under no obligation to register the HomeLife Shares on Shareholder's
behalf during the one-year trading restriction but that, subject to Rule 144
under the Act, the HomeLife Shares will become free-trading following
expiration of the one (1) year period from the date of issuance without
obtaining registration of such shares with the Commission.
4.3 INDEPENDENT INVESTIGATION. Shareholder acknowledges that, in
entering into this Agreement, Shareholder has relied on Shareholder's own
independent investigations and has not relied upon any representations or
other information (whether oral or written) from Buyer, or its officers,
directors, agents, employees or representatives regarding Buyer, its business
or financial condition. Shareholder acknowledges that he or she and his or
her advisors, if any, have, prior to entering into this Agreement, been given
information on Buyer and its business as requested.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents,
warrants, and agrees as follows:
5.1 ORGANIZATION AND STANDING OF BUYER. Buyer is a corporation duly
organized, validly existing, and in good standing under the laws of the State
of Nevada and has full power and authority to carry on its business as now
conducted.
5.2 AUTHORITY OF BUYER. The execution, delivery and performance of
this Agreement by Buyer and the consummation by Buyer of the transactions
contemplated hereby have been duly and validly authorized by all necessary
action on the part of Buyer. This Agreement has been duly executed and
delivered by Buyer and is a valid and binding agreement of Buyer, enforceable
against it in accordance with its terms, except as may be limited by or
subject to any bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the enforcement of creditors' rights.
5.3 EFFECT OF AGREEMENT. The execution, delivery, and performance of
the Agreement and consummation of the transactions contemplated herein by
Buyer will not, with or without the giving of notice or the lapse of time, or
both, (a) violate any provision of law, statute, rule, or regulation to which
Buyer may be subject, (b) violate any judgment, order, writ, or decree of any
court or other tribunal or any agency applicable to Buyer or its properties,
or (c) result in the breach of or conflict with any term, covenant,
condition, or provision of, or result in the creation of any lien or
encumbrance on its assets under, any commitments, contracts, or other
agreements or instruments to which Buyer is a party or by which any of its
assets or properties is or may be bound or affected.
5.4 BROKERS AND FINDERS. No broker, finder or investment banker is
entitled to any brokerage, finder's, or other fee or commission payable by
Buyer in connection with the transactions contemplated by this Agreement,
based upon arrangements made by or on behalf of Buyer or any of its
affiliates.
5.5 LISTING. The shares of common stock of Buyer are currently
traded on the OTC Bulletin Board. Buyer makes no representations or
warranties regarding obtaining a listing of its securities on any other stock
exchange.
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SECTION 6. CERTAIN COVENANTS AND AGREEMENTS.
6.1 CONDUCT OF BUILDERS PRIOR TO CLOSING. From the date hereof and
until the Closing Date, Builders shall:
(a) Operate its business only in the usual and ordinary course
and consistent with Builders' current practice, and not purchase, sell,
lease, transfer or dispose of any assets except in the ordinary course of
business;
(b) Use its best efforts to preserve Builders' present
organization and goodwill intact, including the present business
relationships and goodwill with customers, suppliers, and others who have
dealings with Builders;
(c) Pay all costs, expenses, liabilities, and capital
expenditures of Builders relating to its business in the ordinary course when
due; and
(d) Provide Buyer and its employees, counsel, accountants, and
advisors with full access upon reasonable notice during normal business hours
to all of the properties, personnel, financial and operating data, books,
contract, and records of Builders in connection with Buyer's review of
Builders and its operations, provide such further access and information as
Buyer may reasonably request from time to time, and in general to cooperate
fully with Buyer and to assist Buyer in its due diligence investigation of
Builders' business and assets.
6.2 NONCOMPETE AGREEMENT. For a period of three (3) years following
the Closing, each Shareholder will not, individually or in concert with any
other person or entity, directly or indirectly, whether as an owner, member,
partner, officer, employee, director, trustee, stockholder (except of not
more that not percent (1%) of the outstanding stock of any company purchased
for investment purposes only), agent, manager, consultant, associate, or
otherwise, own, manage, operate, join, control, finance, organize,
participate in, work for, permit the use of his name by, or be connected in
any manner with any business activity within the United States or the
Province of Alberta, Canada which is competitive with any aspect of the
business of Builders so long as Builders carries on such business. It is
intended that the covenant contained in this paragraph shall be deemed to be
a series of separate covenants, one for each county in the United States.
Except for geographic coverage, each such separate covenant contained shall
be deemed identical in terms with the covenant contained in this paragraph.
If in any judicial proceeding, a court should refuse to enforce all of the
separate covenants deemed included in paragraph (A) because, taken together,
they cover too extensive a geographic area, it is intended that those of such
covenants which, if eliminated, would permit the remaining separate covenants
to be enforced in such proceeding, shall, for the purpose of such proceeding,
be deemed eliminated for the provisions hereof.
In the event of a breach or threatened breach of this Section, Buyer
shall be entitled to an injunction restraining such breach, without the
requirement of posting bond; but nothing here shall be construed as
prohibiting Buyer from pursuing any other remedy available to it as a result
of such breach or threatened breach.
6.3 RETAINED ASSETS. Notwithstanding anything to the contrary
contained in this Agreement, Buyer acknowledges and agrees that the Financial
Reports do not reflect Builders' ownership of certain assets, all of which
are listed on attached Schedule 6.3 and all of which shall be distributed to
and retained by the Shareholders prior to Closing, and shall not be conveyed
to Buyer hereunder.
6.4 CONTINUED RELATIONSHIP. Shareholders each agree to remain with
Builders for a period of two (2) years as a sales representative or agent
upon terms and conditions reasonably acceptable to both parties, During such
two-year period, Shareholders shall have full and exclusive use of their
present offices in Calgary, Canada and shall pay no management fees to
Builders in connection with their continued association with Builders.
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SECTION 7. INDEMNIFICATION.
7.1 BUYER'S INDEMNIFICATION. Buyer shall indemnify, defend and hold
harmless the Shareholders and Builders, together with its officers,
directors, agents, and affiliates (collectively, the "Selling Parties'
Indemnified Parties"), from and against any and all claims, demands, causes
of action, liabilities, damages, deficiencies, losses, obligations, costs and
expenses (including attorney fees and any costs of investigation) that a
Selling Parties' Indemnified Party shall incur or suffer that arise, result
from or relate to:
(a) the operation of Builders' business or corporation on or
after the Closing Date; and
(b) Buyer's breach of any representation or warranty or its
failure to fulfill any agreement or covenant contained in this Agreement or
any certificate, document or instrument delivered at the Closing.
7.2 BUILDERS' INDEMNIFICATION. Builders and the Shareholders,
jointly and severally, shall indemnify, defend and hold harmless Buyer and
its officers, directors, agents, and affiliates (collectively, the "Buyer's
Indemnified Parties"), from and against any and all claims, demands, causes
of action, liabilities, damages, deficiencies, losses, obligations, costs and
expenses (including attorney fees and any costs of investigation) that a
Selling Parties' Indemnified Party shall incur or suffer that arise, result
from or relate to:
(a) The operation of the business of Builders in which the
principal events giving rise thereto occurred prior to the Closing or which
result from or arise out of any action or inaction prior to the Closing of
the Shareholders, Builders or any director, officer, employee, agent,
representative or subcontractor of Builders; and
(b) Any Selling Party's breach of any representation or warranty
or a failure to fulfill any agreement or covenant contained in this
Agreement, any Schedule hereto, or any certificate, document or instrument
delivered at the Closing.
7.3 INDEMNIFICATION PROCEDURES. Each party agrees promptly to give
the other written notice of any assertion by any third party against it as to
which it may request indemnification hereunder. The indemnifying party
hereunder shall have the right, upon notice to the other within thirty (30)
days after receiving any such notice, to defend with counsel satisfactory to
the indemnified party any such their party suits, claims, or proceedings, but
the indemnified party may participate in the defense of any such suit, claim,
or proceeding at its expense. Each party agrees not to settle or compromise
any such third party suit, claim, or proceeding without the prior written
consent of the other.
SECTION 8. CONDITIONS TO CLOSING.
8.1 CONDITIONS TO BUYER'S OBLIGATION TO CLOSE. The obligation of
Buyer to close hereunder shall be subject to the following conditions:
(a) The representations and warranties of Selling Parties shall
be correct and complete in all material respects at and as of the Closing
Date as though such representations and warranties were made on and as of the
Closing Date;
(b) Selling Parties shall have performed and complied in all
material respects with the covenants, conditions and other obligations under
this Agreement which are to be performed or complied with by it on or prior
to the Closing Date;
(c) Buyer shall have received a certificate executed by Selling
Parties, reasonably satisfactory to Buyer, certifying that (i) the
representations and warranties of Builders and the Shareholders shall be
correct and complete in all material respects at and as of the Closing Date
as though such representations and
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warranties were made on and as of the Closing Date, and (ii) the conditions
specified in Sections 8.1(a) and (b) have been satisfied or waived;
(d) Buyer shall have completed a due diligence examination
relating to Builders, its business and assets, to the extent it deems
necessary and shall be satisfied with the results thereof in its sole
discretion, and shall have given Builders notice of its satisfaction; and
(e) There shall have occurred no material adverse change in the
business or financial condition of Builders from that disclosed in the
Financial Reports after taking into account seasonal adjustments.
8.2 CONDITIONS TO SELLING PARTIES' OBLIGATION TO CLOSE. The
obligation of Selling Parties to close hereunder shall be subject to the
following conditions:
(a) The representations and warranties of Buyer contained in
this Agreement shall be correct and complete in all material respects at and
as of the Closing Date as though such representations and warranties were
made on and as of the Closing Date;
(b) Buyer shall have performed and complied in all material
respects with the covenants, conditions and other obligations under this
Agreement which are to be performed or complied with by it on or prior to the
Closing Date; and
(c) Selling Parties shall have received a certificate executed
by Buyer, reasonably satisfactory to Selling Parties, certifying that (i) the
representations and warranties of Buyer shall be correct and complete in all
material respects at and as of the Closing Date as though such
representations and warranties were made on and as of the Closing Date, and
(ii) the conditions specified in Sections 8.2(a) and (b) have been satisfied
or waived.
8.3 CONDITION TO EACH PARTY'S OBLIGATION TO CLOSE. The obligations
of the parties to close hereunder shall be subject to the following
conditions:
(a) NO RESTRAINTS. No statute, rule, regulation, order, decree
or injunction shall have been enacted, entered, promulgated or enforced by
any court or governmental entity of competent jurisdiction which enjoins or
prohibits the consummation of this Agreement and shall be in effect; and
(b) LEGAL ACTION. There shall not be pending or threatened in
writing any action, proceeding or other application before any court or
governmental entity challenging or seeking to restrain or prohibit the
consummation of the transactions contemplated by this Agreement, or seeking
to obtain any material damages.
SECTION 9. MISCELLANEOUS.
9.1 TERMINATION. This Agreement may be terminated at any time prior
to the Closing Date (a) by mutual consent of Buyer and Selling Parties, (b)
by Buyer or Selling Parties if the conditions set forth in Section 8 shall
not have been satisfied on or prior to Closing, (c) by Buyer if Buyer is not
satisfied in its sole discretion with the results of the due diligence
investigation, (d) by Buyer if, at any time prior to the Closing, there shall
occur a material breach of any of Selling Parties' representations,
warranties, or covenants contained in this Agreement and such breach would
materially and adversely affect the benefits to be derived by Buyer from the
transactions contemplated hereby, or (e) by Buyer or Selling Parties if the
Closing shall not have been consummated on or before February 27, 1998,
provided that the right to terminate this Agreement under this section shall
not be available to any party whose breach of its representations and
warranties in this Agreement or whose failure to perform any of its covenants
and agreements under this Agreement has been the cause of or resulted in the
failure of the Closing to occur on or before such date.
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9.2 CONFIDENTIALITY AGREEMENT. Unless and until the Closing is
consummated, Selling Parties and Buyer, and their respective officers,
directors, and representatives, as the case may be (each a "Recipient"), will
keep confidential any and all information which is or has been furnished to
it by or on behalf of Selling Parties or Buyer (each a "Provider") in
connection with the transactions contemplated by this Agreement (the
"Confidential Information"), and shall use the Confidential Information
solely in connection with the transactions contemplated by this Agreement.
Recipient shall not disclose any Confidential Information to any person or
entity, except to its own accountants, attorneys, consultants, or employees
on a "need-to-know" basis in connection with the transactions contemplated by
this Agreement. All Confidential Information shall remain the property of
the Provider. If this Agreement is terminated, the Recipient shall promptly
return all Confidential Information to the Provider and either destroy any
writings prepared by or on behalf of Recipient based on Confidential
Information (and certify such destruction to the Provider) or deliver any and
all such writings to the Provider. Confidential Information does not include
information which is or becomes (but only when it becomes) generally
available to the public other than as a result of disclosure in violation of
this provision. The parties acknowledge the unique nature of the Confidential
Information and that any actual or threatened disclosure of Confidential
Information in violation of the terms of this Agreement will cause
substantial and irreparable harm to Provider. Accordingly, in the event of a
breach or threatened breach of this Agreement, Provider shall be entitled to
an injunction restraining such breach, without the requirement of posting
bond; but nothing here shall be construed as prohibiting Provider from
pursuing any other remedy available to it as a result of such breach or
threatened breach.
9.3 NOTICES. All notices, request, demands and other communications
which are required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when delivered personally or by telecopy, or
when mailed by registered or certified mail, postage prepaid, return receipt
requested, as follows:
If to Buyer, to the following: HomeLife, Inc.
0000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Attention: Chairman
If to Builders, to the following: Builders Realty (Calgary) Ltd.
0000 Xxxxxxxxxx Xxxx, X.X.
Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
Or to such other address as any party may designate from time to time by
written notice to the other given in the foregoing manner.
9.4 EXPENSES. Except as otherwise provided herein, each of the
parties hereto shall bear the expenses separately incurred by them in
connection herewith, including, without limitation, their respective
attorneys' fees.
9.5 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the Province of Alberta, Canada, without
regard to principles of conflict of laws.
9.6 ENTIRE AGREEMENT; MODIFICATION. This Agreement supersedes any
and all oral or written agreements heretofore made relating to the subject
matter hereof and constitutes the entire agreement of the parties relating to
the subject matter hereof. This Agreement may not be changed or modified
except by an agreement in writing signed by Selling Parties and Buyer.
9.7 NO IMPLIED RIGHTS OR REMEDIES. Except as otherwise expressly
provided herein, nothing herein expressed or implied is intended or shall be
construed to confer upon or to give any person, firm or corporation, other
than the parties hereto, any rights or remedies under or by reason of this
Agreement.
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9.8 HEADINGS. The headings in this Agreement are inserted for
convenience or reference only and shall not be a part of or affect the
meaning of this Agreement.
9.9 COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
9.10 SUCCESSORS AND ASSIGNMENT. This Agreement will inure to the
benefit of and be binding upon the parties hereto and their respective
successors and assigns, but no party shall have the right to assign this
Agreement without the prior written consent of the other party, except that
Buyer may assign all or a portion of its rights and obligations hereunder to
any entity which controls, is controlled by, or is under common control with
Buyer. In the event of any such assignment by Buyer, Buyer shall remain
fully and primarily liable for the obligations of "Buyer" hereunder, and in
any event, the HomeLife Shares to be issued hereunder shall be shares of
common stock of HomeLife, Inc., a Nevada corporation.
9.11 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties made by the parties in this Agreement, any Schedule hereto, or
any certificate, document or instrument delivered at the Closing, shall
survive the Closing indefinitely, notwithstanding any investigation or audit
conducted by any party before or after the Closing or the decision of any
party to consummate the transactions contemplated hereby.
9.12 PUBLIC ANNOUNCEMENTS. Neither Buyer or Selling Parties Builders
shall make, issue, or release any oral or written public announcement or
statement concerning or publicly reveal the transactions under this Agreement
without first obtaining the other party's prior written approval of the
contents of such announcement or statement, except that after the Closing,
Buyer may make such announcements as it deems necessary or appropriate.
9.13 INCORPORATED BY REFERENCE. The Schedule, the exhibits and all
documents (including, without limitation, all financial statements) delivered
as part hereof or incident hereto are incorporated as a part of this
Agreement by reference.
9.14 REMEDIES CUMULATIVE. No remedy herein conferred upon the parties
is intended to be exclusive of any other remedy and each and every such
remedy shall be cumulative and shall be in addition to every other remedy
given hereunder or now or hereafter existing at law or in equity or by
statute or otherwise.
9.15 EXECUTION OF ADDITIONAL DOCUMENTS. Each party hereto shall make,
execute, acknowledge and deliver such other instruments and documents, and
take all such other actions as may be reasonably required in order to
effectuate the purposes of this Agreement and to consummate the transactions
contemplated hereby.
9.16 ATTORNEYS FEES. In the event of any legal, equitable or
administrative action or proceeding brought by any party against another
party under this Agreement, the prevailing party shall be entitled to recover
the reasonable fees of its attorneys and any costs incurred in such action or
proceeding including costs of appeal, if any, in such amount that the court
or administrative body having jurisdiction over such action may award.
9
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first written above.
"Builders"
BUILDERS REALTY (CALGARY) LTD., registered pursuant to
the Business Corporations Act of the Province of
Alberta, Canada
By:____________________________________
Name:__________________________________
Its:___________________________________
By:____________________________________
Name:__________________________________
Its:___________________________________
"Shareholders"
/s/ Xxxxx Xxxxx
---------------------------------------
XXXXX XXXXX
/s/ Xxxxx Xxxxxx
---------------------------------------
XXXXX XXXXXX
"Buyer"
HOMELIFE, INC., a Nevada corporation
By: /s/ Xxxxxx Xxxxxxxx
-----------------------------------
Xxxxxx Xxxxxxxx, Chairman
10
Exhibit "A"
Stock Power
Exhibit "B"
Financial Reports
Schedule 1.2
Accounting reflecting for gross and net sales income
Schedule 3.4
Licenses and Permits
Schedule 3.7
List of Litigation, etc.
Schedule 3.8
Pending Listing
Schedule 6.3
Retained Assets
