SECURITY AGREEMENT
($700,000 Aggregate Principal Notes)
This Security Agreement (this "Agreement") is made as of May 21, 2004 by
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and between Positron Corporation, a Texas corporation (the "Debtor"), in favor
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of IMAGIN Diagnostic Centers, Inc., its successors and assigns (the "Secured
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Party").
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R E C I T A L S :
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WHEREAS, the Debtor and Secured Party are parties to a Loan Agreement dated
May 21, 2004, wherein Secured Party agreed to loan Debtor $1,300,000 (the
"IMAGIN Credit Facility");
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WHEREAS, the Debtor and Secured Party are parties to that certain Note
Purchase Agreement dated May 21, 2004, wherein Secured Party agreed to purchase
and Debtor agreed to sell Secured Convertible Promissory Notes in the principal
amounts of $300,000 and $400,000 (collectively, the "Notes");
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WHEREAS, the Debtor and Secured Party desire to enter into this Agreement
pursuant to which the Debtor grants to Secured Party a security interest in the
Collateral (as that term is hereinafter defined) to secure the payment and
performance by the Debtor of its obligations under the Notes;
NOW, THEREFORE, in consideration of the purchase of the Notes by the
Secured Party and for other good and valuable consideration, the Debtor hereby
agrees with the Secured Party as follows:
A G R E E M E N T :
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1. Grant of Security Interest.
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(a) To secure the Debtor's full and timely performance of all of the
Debtor's indebtedness, liabilities and other obligations to the Secured Party
pursuant to this Agreement and the Notes (including, without limitation,
Debtor's obligation to timely pay the principal amount of the Notes, all
interest accrued thereon, all fees and all other amounts payable by Debtor to
the Secured Party thereunder or in connection therewith, whether now existing or
hereafter arising, and whether due or to become due, absolute or contingent,
liquidated or unliquidated, determined or undetermined) (the "Obligations"), the
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Debtor hereby pledges, assigns, transfers, hypothecates and sets over to the
Secured Party, and hereby grants to the Secured Party a security interest (the
"Security Interest") in, all of Debtor's right, title and interest in, to and
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under the property described on Exhibit A hereto, wherever located and whether
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now existing or owned or hereafter acquired or arising (the "Collateral"), until
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such Obligations are paid in full.
(b) Anything herein to the contrary notwithstanding, (i) Debtor shall
remain liable under any contracts, agreements and other documents included in
the Collateral, to the
extent set forth therein, to perform all of its duties and obligations
thereunder to the same extent as if this Agreement had not been executed, (ii)
the exercise by Secured Party of any of the rights hereunder shall not release
Debtor from any of its duties or obligations under such contracts, agreements
and other documents included in the Collateral, and (iii) Secured Party shall
not have any obligation or liability under any contracts, agreements and other
documents included in the Collateral by reason of this Agreement, nor shall
Secured Party be obligated to perform any of the obligations or duties of Debtor
thereunder or to take any action to collect or enforce any such contract,
agreement or other document included in the Collateral hereunder; provided,
however, that Secured Party may perform such obligations or duties of Debtor if
such have not been timely performed by Debtor, and if Secured Party performs
such obligations or duties, Debtor shall pay to Secured Party on demand all
reasonable expenses incurred by Secured Party in connection with such
performance, and such obligation shall constitute Obligations secured by this
Agreement.
(c) This Agreement shall create a continuing security interest in the
Collateral.
2. Representations and Warranties. Debtor represents and warrants to the
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Secured Party that:
(a) Debtor's chief executive office and principal place of business
is located at the address set forth in Schedule 1; Debtor's jurisdiction of
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organization is set forth in Schedule 1; Debtor's exact legal name is as set
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forth in the first paragraph of this Agreement; all other locations where Debtor
conducts business or Collateral is kept are set forth in Schedule 1; and all
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trade names and fictitious names under which Debtor at any time in the past has
conducted or presently conducts its business operations are set forth in
Schedule 1.
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(b) Other than Permitted Liens, Debtor is the sole and complete owner
of the Collateral, free from any mortgage, deed of trust, pledge, security
interest, assignment, deposit arrangement, charge or encumbrance, lien, or other
type of preferential arrangement (a "Lien"), and (ii) Debtor's grant of a
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security interest in the Collateral under this Agreement, upon filing of the
financing statement(s) in the office(s) of the Texas Secretary of State creates
a perfected first priority security interest in the Collateral.
(c) For the purpose of this Agreement "Permitted Liens" mean the
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following:
(i) the security interests granted pursuant to this Agreement;
(ii) liens for taxes assessments or governmental charges or
claims (a) for amounts not yet overdue or (b) for amounts that
are overdue and that (inthe case of any such amounts overdue for
a period in excess of five days) are being contested in good
faith by appropriate proceedings, so long as (A) such reserves or
other appropriate provisions, if any, as shall be required by
generally accepted accounting principles (GAAP) shall have been
made for any such contested amounts and (B) in the case of a lien
with respect to any portion of the Collateral, such contest
proceedings
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conclusively operate to stay the sale of any portion of the
Collateral on account of such lien;
(iii) liens incurred or deposits made in the ordinary course of
business in connection with workers' compensation, unemployment
insurance and other types of social security or to secure the
performance of tenders, statutory obligations, bids, leases,
government contracts, trade contracts, performance and
return-of-money bonds and other similar obligations (exclusive of
obligations for the payment of borrowed money), so long as no
foreclosure, sale or similar proceedings have been commenced with
respect to any portion of the Collateral on account thereof;
(iv) any attachment or judgment lien not constituting an Event of
Default;
(v) leases or subleases granted to third parties and not
interfering in any material respect with the ordinary conduct of
the business of Debtor or any of its subsidiaries;
(vi) liens arising from filing UCC financing statements relating
solely to equipment leases;
(vii) liens in favor of customs and revenue authorities arising
as a matter of law to secure payment of customs duties in
connection with the importation of goods; and
(viii) security interests granted in connection with the IMAGIN
credit facility.
"UCC" shall mean the Uniform Commercial Code, as in effect from
time to time, of the State of Texas or of any other state the laws of which are
required as a result thereof to be applied in connection with the issue of
perfection of security interests.
3. Covenants. From and after the date of this Agreement until the
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Obligations are paid in full:
(a) Limitations on Liens. With the exception of liens created in
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connection with the IMAGIN Credit Facility, the Debtor will not create, incur or
permit to exist, will defend the Collateral against, and will take such other
action as is necessary to remove, any lien or claim on or to the Collateral.
The Debtor shall do and perform all reasonable acts that may be necessary and
appropriate to maintain, preserve and protect the Collateral, and will defend
the right, title and interest of the Secured Party in and to any of the
Collateral against the claims and demands of all other persons. With the
exception of financing statements filed pursuant to the IMAGIN Credit Facility,
no financing statements or other notices of security interests covering any
Collateral or any proceeds thereof are currently on file in any public office
and the Debtor shall not authorize any party (other than the Secured Party) to
file a financing statement in any public office before the Obligations are paid
in full.
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(b) Financing Statements, Etc. Debtor shall execute and deliver to
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the Secured Party upon the request of the Secured Party as soon as possible
after the closing of the transactions contemplated hereby and Debtor hereby
authorizes the Secured Party to file (with or without Debtor's signature), at
any time and from time to time thereafter, all financing statements,
assignments, continuation financing statements, termination statements, account
control agreements, and other documents and instruments, including but not
limited to filings with the relevant patent, trademark and copyright authorities
in connection with notice of the Secured Party's interest in the Company's
intellectual property and rights, in form reasonably satisfactory to the Secured
Party, and take all other action, as Secured Party may reasonably request, to
perfect and continue perfected, maintain the priority of or provide notice of
the security interest of Secured Party in the Collateral and to accomplish the
purposes of this Agreement. Debtor will cooperate with Secured Party in
obtaining control (as defined in the Uniform Commercial Code, as enacted in the
State of Texas and amended from time to time (the "Code")) of Collateral
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consisting of deposit accounts, investment property, letter of credit rights and
electronic chatter paper. Debtor will join with Secured Party in notifying any
third party who has possession of any Collateral of Secured Party's security
interest therein and obtaining an acknowledgment from the third party that is
holding the Collateral for the benefit of Secured Party. Debtor will not create
any chattel paper without placing a legend on the chattel paper acceptable to
Secured Party indicating that Secured Party has a security interest in the
chattel paper.
(c) Indemnification. The Debtor will defend, indemnify and hold
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harmless the Secured Party against any and all liabilities, costs and expenses
(including, without limitation, legal fees and expenses): (i) with respect to,
or resulting from, any delay in paying, any and all excise, sales or other taxes
which may be payable or determined to be payable with respect to any of the
Collateral, (ii) with respect to, or resulting from, any delay in complying with
any law, rule, regulation or order of any governmental authority applicable to
any of the Collateral or (iii) in connection with any of the transactions
contemplated by this Agreement.
(d) Maintenance of Records. The Debtor will keep and maintain, at
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its own expense, complete and satisfactory records of the Collateral.
(e) Inspection Rights. The Secured Party shall have full access
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during normal business hours, and upon reasonable prior notice, to all the
books, correspondence and other records of the Debtor relating to the
Collateral. The Secured Party or its representatives may examine such records
and make photocopies or otherwise take extracts from such records. The Debtor
shall render to the Secured Party, at the Debtor's expense, such clerical and
other assistance as may be reasonably requested with regard to the exercise of
its rights pursuant to this paragraph.
(f) Compliance with Laws. The Debtor will comply in all material
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respects with all laws, rules, regulations and orders of any governmental
authority applicable to any part of the Collateral or to the operation of the
Debtor's business; provided, however, that the Debtor may contest any such law,
rule, regulation or order in any reasonable manner which does not, in the
reasonable opinion of the Debtor, adversely affect the Secured Party's rights or
the priority of its liens on the Collateral.
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(g) Payment of Obligations. The Debtor will pay promptly when due
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all taxes, assessments and governmental charges or levies imposed upon the
Collateral or with respect to any of its income or profits derived from the
Collateral, as well as all claims of any kind (including, without limitation,
claims for labor, materials and supplies) against or with respect to the
Collateral, except that no such charge need be paid if (i) the validity of such
charge is being contested in good faith by appropriate proceedings, (ii) such
proceedings do not involve any material danger of the sale, forfeiture or loss
of any of the Collateral or any interest in the Collateral and (iii) such charge
is adequately reserved against on the Debtor's books in accordance with
generally accepted accounting principles.
(h) Limitations on Dispositions of Collateral. The Debtor will not
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sell, transfer, lease or otherwise dispose of any of the Collateral, or attempt,
offer or contract to do so, other than in the ordinary course of Debtor's
business.
(i) Change of Location. Debtor shall give prompt written notice to
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Secured Party (and in any event not later than thirty (30) days following any
change described below in this subsection) of: (i) any change in the location
of Debtor's chief executive office or principal place of business, (ii) any
change in the locations set forth in Schedule 1; (iii) any change in its name,
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(iv) any changes in its identity or structure in any manner which might make any
financing statement filed hereunder incorrect or misleading; and (v) any change
in its jurisdiction of organization; provided that Debtor shall not locate any
Collateral outside of the United States nor shall Debtor change its jurisdiction
of organization to a jurisdiction outside of the United States.
(j) Insurance. Debtor shall carry and maintain in full force and
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effect, at its own expense and with financially sound and reputable insurance
companies, insurance with respect to the Collateral in such amounts, with such
deductibles and covering such risks as is customarily carried by companies
engaged in the same or similar businesses and owning similar properties in the
localities where Debtor operates.
(k) Corporate Existence. Debtor shall maintain and preserve its
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corporate existence, its rights to transact business and all other rights,
franchises and privileges necessary or desirable in the normal course of its
business and operations and the ownership of the Collateral, except in
connection with any transactions expressly permitted by the Notes.
(l) Further Identification of Collateral. The Debtor will furnish to
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the Secured Party from time to time statements and schedules further identifying
and describing the Collateral and such other reports in connection with the
Collateral as the Secured Party may reasonably request, all in reasonable
detail.
4. Secured Party's Appointment as Attorney-in-Fact.
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(a) Powers. The Debtor hereby appoints the Secured Party and any
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officer or agent of the Secured Party, with full power of substitution, as its
attorney-in-fact with full irrevocable power and authority in the place of the
Debtor and in the name of the Debtor or their own name, from time to time in the
Secured Party's discretion so long as an Event of Default has occurred and is
continuing, for the purpose of carrying out the terms of this Agreement, to take
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any appropriate action and to execute any instrument which may be necessary or
desirable to accomplish the purposes of this Agreement. Without limiting the
foregoing, so long as an Event of Default has occurred and is continuing, the
Secured Party shall have the right, without notice to, or the consent of, the
Debtor, to do any of the following on the Debtor's behalf:
(i) to pay or discharge any taxes or liens levied or placed
on or threatened against the Collateral;
(ii) to direct any party liable for any payment under any of
the Collateral to make payment of any and all amounts due or to
become due thereunder directly to the Secured Party or as the
Secured Party directs;
(iii) to ask for or demand, collect, and receive payment of
and receipt for, any payments due or to become due at any time in
respect of or arising out of any Collateral;
(iv) to commence and prosecute any suits, actions or
proceedings at law or in equity in any court of competent
jurisdiction to enforce any right in respect of any Collateral;
(v) to defend any suit, action or proceeding brought against
the Debtor with respect to any Collateral;
(vi) to settle, compromise or adjust any suit, action or
proceeding described in subsection (v) above and to give such
discharges or releases in connection therewith as the Secured
Party may deem appropriate;
(vii) to assign and/or license any patent right included in
the Collateral of Debtor (along with the goodwill of the
business, if any, to which any such patent right pertains),
throughout the world for such term or terms, on such conditions,
and in such manner, as the Secured Party shall in its sole
discretion determine; and
(viii) generally, to sell, transfer, pledge and make any
agreement with respect to or otherwise deal with any of the
Collateral and to take, at the Secured Party's option and the
Debtor's expense, any actions which the Secured Party deems
necessary to protect, preserve or realize upon the Collateral and
the Secured Party's lien on the Collateral and to carry out the
intent of this Agreement, in each case to the same extent as if
the Secured Party was the absolute owner of the Collateral for
all purposes.
The Debtor hereby ratifies whatever actions the Secured Party shall lawfully do
or cause to be done in accordance with this Section 4. This power of attorney
shall be a power coupled with an interest and shall be irrevocable.
(b) No Duty on Secured Party's Part. The powers conferred on the
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Secured Party by this Section 4 are solely to protect the Secured Party's
interests in the Collateral and shall not impose any duty upon it to exercise
any such powers. The Secured Party and its
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officers, directors, employees or agents shall, in the absence of willful
misconduct or gross negligence, not be responsible to the Debtor for any act or
failure to act pursuant to this Section 4.
5. Event of Default. Any of the following events which shall occur or be
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continuing shall constitute an "Event of Default," unless otherwise consented to
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in writing by the Secured Party:
(a) Any event, constituting an "Event of Default," as such terms are
defined in Section 3 of the Notes.
(b) Any representation or warranty by Debtor under or in connection
with this Agreement shall prove to have been incorrect in any material respect
when made or deemed made.
(c) Debtor shall fail to perform or observe in any material respect
any other term, covenant or agreement contained in this Agreement or the Notes
on its part to be performed or observed and any such failure shall remain
unremedied for a period of 15 days from the date of such failure.
(d) Any material impairment in the value of the Collateral (other
than normal depreciation) or the priority of Secured Party's Lien hereunder.
(e) Any levy upon, seizure or attachment of any of the Collateral.
(f) Any loss, theft or substantial damage to, or destruction of, any
material portion of the Collateral (unless within 15 days after the occurrence
of any such event, Debtor furnishes to Secured Party evidence satisfactory to
Secured Party that the amount of any such loss, theft, damage to or destruction
of the Collateral is fully insured under policies naming Secured Party as an
additional named insured or loss payee).
6. Performance by Secured Party of Debtor's Obligations. If the Debtor
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fails to perform or comply with any of its agreements or covenants contained in
this Agreement and the Secured Party performs or complies, or otherwise causes
performance or compliance, with such agreement or covenant in accordance with
the terms of this Agreement, then the reasonable expenses of the Secured Party
incurred in connection with such performance or compliance shall be payable by
the Debtor to the Secured Party on demand and shall constitute Obligations
secured by this Agreement.
7. Remedies. If an Event of Default has occurred and is continuing, the
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Secured Party may exercise, in addition to all other rights and remedies granted
to it in this Agreement and in any other instrument or agreement relating to the
Obligations, all rights and remedies of a secured party under the Code or other
applicable law. Without limiting the foregoing, the Secured Party, without
demand of performance or other demand, presentment, protest, advertisement or
notice of any kind (except any notice required by law) to or upon the Debtor or
any other person (all of which demands, defenses, advertisements and notices are
hereby waived), may in such circumstances collect, receive, appropriate and
realize upon any or all of the Collateral, and/or may sell, lease, assign, give
an option or options to purchase, or otherwise
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dispose of and deliver any or all of the Collateral (or contract to do any of
the foregoing), in one or more parcels at a public or private sale or sales, at
any exchange, broker's board or office of Secured Party or elsewhere upon such
terms and conditions as the Secured Party may deem advisable, for cash or on
credit or for future delivery without assumption of any credit risk. The Secured
Party shall have the right upon any such public sale or sales and, to the extent
permitted by law, upon any such private sale or sales, to purchase all or any
part of the Collateral so sold, free of any right or equity of redemption in the
Debtor, which right or equity is hereby waived or released to the extent
permitted by law. The Secured Party shall apply the net proceeds of any such
collection, recovery, receipt, appropriation, realization or sale, after
deducting all reasonable expenses incurred therein or in connection with the
care or safekeeping of any of the Collateral or in any way relating to the
Collateral or the rights of the Secured Party under this Agreement (including,
without limitation, reasonable attorneys' fees and expenses) to the payment in
whole or in part of the Obligations, and only after such application and after
the payment by the Secured Party of any other amount required by any provision
of law, need the Secured Party account for the surplus, if any, to the Debtor.
To the extent permitted by applicable law, the Debtor waives all claims, damages
and demands it may acquire against the Secured Party arising out of the exercise
by the Secured Party of any of its rights hereunder. If any notice of a proposed
sale or other disposition of Collateral shall be required by law, such notice
shall be deemed reasonable and proper if given at least five (5) days before
such sale or other disposition. The Debtor shall remain liable for any
deficiency if the proceeds of any sale or other disposition of the Collateral
are insufficient to pay the Obligations and the fees and disbursements of any
attorneys employed by the Secured Party to collect such deficiency.
8. Limitation on Duties Regarding Preservation of Collateral. The sole
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duty of the Secured Party with respect to the custody, safekeeping and
preservation of the Collateral, under the Code or otherwise, shall be to deal
with it in the same manner as such Secured Party deals with similar property for
its own account. Neither the Secured Party nor any of its directors, officers,
employees or agents shall be liable for failure to demand, collect or realize
upon all or any part of the Collateral or for any delay in doing so or shall be
under any obligation to sell or otherwise dispose of any Collateral upon the
request of the Debtor or otherwise.
9. Powers Coupled with an Interest. All authorizations and agencies
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contained in this Agreement with respect the Collateral are irrevocable and
powers coupled with an interest.
10. No Waiver; Cumulative Remedies. The Secured Party shall not by any
---------------------------------
act (except by a written instrument pursuant to Section 11(a) hereof), delay,
indulgence, omission or otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any default under the Notes or in any breach
of any of the terms and conditions of this Agreement. No failure to exercise,
nor any delay in exercising, on the part of the Secured Party, any right, power
or privilege hereunder shall operate as a waiver thereof. No single or partial
exercise of any right, power or privilege hereunder shall preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
A waiver by the Secured Party of any right or remedy under this Agreement on any
one occasion shall not be construed as a bar to any right or remedy which the
Secured Party would otherwise have on any subsequent occasion. The rights and
remedies provided in this Agreement are cumulative, may be exercised singly or
concurrently and are not exclusive of any rights or remedies provided by law.
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11. Miscellaneous.
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(a) Amendments and Waivers. Any term of this Agreement may be
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amended with the written consent of the Debtor and Secured Party. Any amendment
or waiver effected in accordance with this Section 11(a) shall be binding upon
the parties and their respective successors and assigns.
(b) Transfer; Successors and Assigns. The terms and conditions of
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this Agreement shall be binding upon the Debtor and its successors and assigns
and inure to the benefit of the Secured Party and its successors and assigns.
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns
any rights, remedies, obligations or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.
(c) Governing Law. This Agreement and all acts and transactions
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pursuant hereto and the rights and obligations of the parties hereto shall be
governed, construed and interpreted in accordance with the laws of the State of
Texas, without giving effect to principles of conflicts of law.
(d) Counterparts; Facsimile Signatures. This Agreement may be
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executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument. This Agreement may
be executed by facsimile signatures.
(e) Titles and Subtitles. The titles and subtitles used in this
----------------------
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
(f) Notices. Any notice required or permitted by this Agreement
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shall be in writing and shall be deemed sufficient upon receipt, when delivered
personally or by courier, overnight delivery service or confirmed facsimile, or
forty-eight (48) hours after being deposited in the U.S. mail as certified or
registered mail with postage prepaid (airmail if sent internationally), if such
notice is addressed to the party to be notified at such party's address or
facsimile number as set forth below, or as subsequently modified by written
notice.
(g) Severability. If one or more provisions of this Agreement are
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held to be unenforceable under applicable law, the parties agree to renegotiate
such provision in good faith, in order to maintain the economic position enjoyed
by each party as close as possible to that under the provision rendered
unenforceable. In the event that the parties cannot reach a mutually agreeable
and enforceable replacement for such provision, then (i) such provision shall be
excluded from this Agreement, (ii) the balance of the Agreement shall be
interpreted as if such provision were so excluded and (iii) the balance of the
Agreement shall be enforceable in accordance with its terms.
(h) Entire Agreement. This Agreement, and the documents referred to
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herein constitute the entire agreement between the parties hereto pertaining to
the subject matter hereof, and any and all other written or oral agreements
existing between the parties hereto concerning such subject matter are expressly
canceled.
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(i) Code Definitions. All terms defined in the Code and as used
-----------------
herein shall have the same definitions herein as specified therein; provided,
however, that the term "instrument" shall be such term as defined in Article 9
of the Code rather than Article 3 of the Code.
The Debtor and Secured Party have caused this Agreement to be duly executed
and delivered as of the date first above written.
DEBTOR:
POSITRON CORPORATION
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Its: President
Address: 0000 Xxxxxxx Xxxxx Xxxxx #000
Xxxxxxx, Xxxxx 00000
Facsimile: 000-000-0000
SECURED PARTY:
IMAGIN Diagnostic Centers, Inc.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Its: Chief Executive Officer
Address: 0000 Xxxxx Xx., Xxxxx 000
Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0XX
Facsimile: 000-000-0000
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EXHIBIT A
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The Collateral shall consist of all right, title and interest of Debtor in
all of its assets, including but not limited to the following:
(i) all accounts, accounts receivable, contract rights, rights to
payment, chattel paper, electronic chattel paper, commercial tort claims, letter
of credit rights and proceeds of letters of credit, documents, securities, money
and instruments, and investment property, whether held directly or through a
securities intermediary, and other obligations of any kind owed to Debtor,
however evidenced;
(ii) all deposits and deposit accounts with any bank, savings and loan
association, credit union or like organization, and all funds and amounts
therein, and whether or not held in trust, or in custody or safekeeping, or
otherwise restricted or designated for a particular purpose;
(iii) all inventory, including, without limitation, all materials, raw
materials, parts, components, work in progress, finished goods, merchandise,
supplies, and all other goods which are held for sale, lease or other
disposition or furnished under contracts of service or consumed in Debtor's
business, including, without limitation, those held for display or demonstration
or out on lease or consignment;
(iv) all equipment, including, without limitation, all machinery,
furniture, furnishings, fixtures, trade fixtures, tools, parts and supplies,
automobiles, trucks, tractors and other vehicles, appliances, computer and other
electronic data processing equipment and other office equipment, computer
programs and related data processing software, and all additions substitutions,
replacements, parts, accessories, and accessions to and for the foregoing;
(v) all general intangibles and other personal property of Debtor,
including, without limitation, (A) all tax and other refunds, rebates or credits
of every kind and nature to which Debtor is now or hereafter may become
entitled; (B) all intellectual property and all worldwide rights and interests
therein of any type or description, including, without limitation, all
inventions and discoveries, patents and patent applications, copyrights and
applications for copyright (together with the underlying works of authorship)
whether or not registered, together with any renewals and extensions thereof,
trademarks, service marks and trade names, and applications for registration of
such trademarks, service marks and trade names, domain names, trade secrets,
trade dress, trade styles, logos, other source of business identifiers,
mask-works, mask-work registrations, mask-work applications, software,
confidential and proprietary information, customer lists, other license rights,
advertising materials, operating manuals, methods, processes, know-how,
algorithms, formulae, databases, quality control procedures, product, service
and technical specifications, operating, production and quality control manuals,
sales literature, drawings, specifications, blue prints, descriptions,
inventions, name plates and catalogs, and the entire goodwill of or associated
with the businesses now or hereafter conducted by Debtor connected with and
symbolized by any of the aforementioned properties and assets, and all licenses
relating to any of the foregoing, all reissuance, continuations and
continuations-in-part of the foregoing, all other rights derived from or
associated with the foregoing, including the right to xxx and recover for past
infringement, and all income and royalties with respect thereto;
EXHIBIT A
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(C) all good will, choses in action and causes of action; (D) all interests in
limited and general partnerships and limited liability companies; and (E) all
indemnity agreements, guaranties, insurance policies, insurance claims, and
other contractual, equitable and legal rights of whatever kind or nature;
(vi) all books, records and other written, electronic or other
documentation in whatever form maintained by or for Debtor in connection with
the ownership of its assets or the conduct of its business or evidencing or
containing information relating to the Collateral; and
(vii) all products and proceeds, including insurance proceeds, and
supporting obligations of any and all of the foregoing.
EXHIBIT A
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SCHEDULE 1
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Business Address: 0000 Xxxxxxx Xxxxx Xxxxx #000, Xxxxxxx, Xxxxx 00000
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Incorporated: Texas
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Other Places of Business: N/A
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Other Business Names: N/A
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SCHEDULE 1
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