Ex 10.12
PURCHASE AGREEMENT
This purchase agreement ("Agreement") is made and entered into as of this
25th day of March 2004, by and between SBI Communications, Inc., a Alabama
corporation, (hereinafter "SBI") whose address is 000 Xxxx XX Xxx 000 Xxxxxx,
Xxxxxxxx, Xxxxxxx 00000, ("Company") and Innovative Energy Solutions, Inc.,
(hereinafter "iESi") whose address is 00 Xxxxx Xxxxxx Xxxx, Xxx Xxxxx,
Xxxxxx, with reference to the following facts:
RECITALS
WHEREAS, iESi desires to purchase 100% of the common stock, including the
real estate, equipment, business operations and goodwill ("Operations") of
SBI Communications, Inc. of Alabama, a Alabama Corporation, located at 000
Xxx Xxxx 000 Xxxxxx, Xxxxxxxx, Xxxxxxx 00000 ("Property").
NOW THEREFORE, in consideration of the mutual covenants and promises
contained herein, and for valuable consideration, the receipt and sufficiency
of which are hereby mutually acknowledged, the parties to this Agreement
(collectively "parties" and individually a "party") agree as follows:
AGREEMENT
1. iESi agrees to purchase all the outstanding stock of SBI Alabama for a
total purchase price of $8,100,000. This acquisition shall include all of
the equipment of SBI Communications, Inc. iESi shall assume the
liabilities of SBI Communications, Inc. of Alabama as outlined on Exhibit
A. The following liabilities are specifically not assumed by iESi:
a. Utilities to date (Water, Power and Gas)
b. Insurance to date
2. Payment of the purchase price shall be as follows:
(a) First mortgage and taxes of $1,100,000 to be assumed.
(b) Preferred Stock $ 7,000,000.
(c). To determine fair market value of the assets of SBI, an appraisal
will be provided by an independent appraisal company, the cost of
which is to be borne by iESi.
3. SBI agrees to issue 5,000 shares (which represent all the outstanding
common stock or SBI Communications, Inc) of SBI Common Stock to iESi
execution of the Agreement.
4. Company represents and warrants that:
SBI Communications, Inc. is a corporation duly formed and validly existing in
good standing under the laws of the State of Alabama and has the full right,
power, legal capacity and authority to enter into and carry out the terms of
this Agreement.
(i) Company has good and marketable title to all of the assets and
properties now carried on its books, including those reflected in the most
recent balance sheet contained in the Company Financial Statements, free and
clear of all liens, claims, security interests or other encumbrances except
as those described in the Company Financial; Statements or arising thereafter
in the ordinary course of business (none of which will be material).
(ii) To the best of Company's knowledge there is no claim, proceeding,
litigation or investigation, whether civil or criminal in nature, pending or
threatened against SBI Communications, Inc. or its principals, in any court
or by or before any governmental body or agency, including without limitation
any claim, proceeding or litigation for the purpose of challenging, enjoining
or prevention the execution, delivery or consummation of this Agreement other
than disclosed in Exhibit A.
5. Company represents and warrants that:
(i) Company is a corporation duly formed and validly existing in good
standing under the laws of the State of Alabama and has the full right,
power, legal capacity and authority to enter into and carry out the terms of
this Agreement.
6. Each party ("Indemnifying Party") hereby indemnifies, defends and holds
harmless the other party and its successors, licensees, assigns, and
employees, officers, directors (collectively for the purposes of this
Paragraph "Indemnified Party") from and against any and all liability, loss,
damage, cost and expense, including, without limitation, reasonable
attorney's fees, arising out of any breach, or claim by a third party with
respect to any warranty, representation or agreement made by the Indemnifying
Party herein. The Indemnified Party shall promptly notify the Indemnifying
Party of any claim to which the foregoing indemnification applies and the
Indemnifying Party shall undertake, at its own cost and expense, engage its
own counsel. If the Indemnifying Party fails to promptly appoint competent
and experienced counsel, the Indemnified Party may engage its own counsel and
the reasonable charges in connection therewith shall promptly be paid by the
Indemnifying Party. If the Indemnified Party settles or compromises any such
suit, claim or proceeding, the amount thereof shall be charged to the
Indemnifying Party, provided that the Indemnifying Party's reasonable prior
approval has been secured.
7.The parties hereto agree to execute such further and other documents and to
enter into such further undertakings as may be reasonably necessary to carry
out the full force and intent of this Agreement.
8. The provisions of this Agreement shall enure to the benefit of and be
binding upon the legal representatives of the Company, Xxxxxx and upon their
respective heirs executors, administrators, successors and permitted assigns.
9. Any notice required or permitted to be given hereunder may be delivered,
sent by registered mail, postage prepaid, or sent by facsimile, addressed to
the proposed recipient of the notice at the address set out on the first page
hereof or to such other address or addresses as the parties may indicate from
time to time by notice in writing to the others.
10. This Agreement shall in all respects be interpreted, enforced and governed
under the laws of the state of Alabama. The language and all parts of this
Agreement shall be in all cases construed as a whole according to its very
meaning and not strictly for or against any individual party.
11. This Agreement memorializes and constitutes the entire agreement and
understanding between the parties regarding the subject matter hereof, and
supersedes all prior negotiations, proposed agreements and agreements,
whether written or unwritten. The parties acknowledge that no other party,
nor any agent or attorney of any other party, has made any promises,
representations, or warranties whatsoever, expressly or impliedly, which are
not expressly contained in this Agreement, and the parties further
acknowledge that they have not executed this Agreement in reliance upon any
collateral promise, representation, warranty, or in reliance upon any belief
as to any fact or matter not expressly recited in this Agreement. Any
modification to this Agreement shall be made in writing.
12. Should any provision of this Agreement be declared or determined by any
court to be illegal or invalid, the validity of the remaining parts, terms or
provisions shall not be affected thereby and, in lieu of such illegal or
invalid provision, there shall be added a provision as similar in terms and
amount to such illegal or invalid provision as may be possible and, if such
illegal or invalid provision cannot be so modified, then it shall be deemed
not to be a part of this Agreement.
13. For the convenience of the parties, this Agreement may be executed by
facsimile signatures and in counterparts that shall together constitute the
agreement of the parties as one and the same instrument. It is the intent of
the parties that a copy of this Agreement signed by any party shall be fully
enforceable against that party.
IN WITNESS WHEREOF the parties have executed this Agreement as of the date
first above written.
SBI Communications, Inc. Innovative Energy
Solutions, Inc.
/s/ Xxxxxx Xxxxxx /s/ Xxxxxxx Xxxxxxxx
Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxx,
President & CEO President & CEO
EXHIBIT "A"
1. First Mortgage FDIC $ 700,000.
2. Property Taxes $ 400,000.
Total $1,100,000.
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