STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT (this "Agreement") dated as of July 27, 2001, by
and among Cyber Vision Global Ventures Holdings Limited, a Hong Kong Company and
its designees (the "Purchaser") and TM CAPITAL PARTNERS, LLC (the "Seller").
W I T N E S S E T H :
WHEREAS, Seller is the owner of an aggregate of 4,750,000 shares of the
issued and outstanding Common Stock, par value $.0001 per share (the "Stock"),
of Parc Capital Corp. a corporation organized under the laws of the State of
Delaware (the "Company").
WHEREAS, Seller desires to sell, and Purchaser desires to purchase, the
Stock pursuant to this Agreement; and
NOW, THEREFORE, IT IS AGREED:
ARTICLE I
SALE OF STOCK
Section 1.1 Sale of Stock. Subject to the terms and conditions herein
stated, Seller agrees to sell, assign, transfer and deliver to Purchaser on the
Closing Date, and Purchaser agrees to purchase from Seller on the Closing Date,
all of the shares of Stock. The certificate(s) representing the Stock shall be
duly endorsed in blank, or accompanied by stock powers duly executed in blank,
by Seller.
Section 1.2 Price. On the Closing Date, Purchasers shall pay to Seller the
amount of $30,000 (the "Purchase Price"). Not less than one business day prior
to the Closing Date, the Purchase Price shall be paid to Xxxxxx Xxxxxx, Esq.
Trust Account as escrow agent, and the Seller shall deliver the Stock to Xxxxx
X. Xxxxxxx, Esq., duly endorsed for transfer to Purchaser or its designees. Upon
the Closing, Xxxxxx Xxxxxx, Esq., shall release the Seller's proceeds to
Seller's agent Xxxxx X. Xxxxxxx, Esq., Kogan, Taubman, & Neville LLC, Trust
Account, and Xxxxx X. Xxxxxxx, Esq., shall deliver the Stock to Xxxxxx Xxxxxx,
Esq., for transfer to Purchaser.
Section 1.3 Closing. Unless otherwise agreed to by the parties, the closing
of the Sale referred to in Section 1.1 (the "Closing") shall take place at 10:00
a.m. on May 25, 2001. Such time and date are herein referred to as the "Closing
Date."
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ARTICLE II
REPRESENTATIONS OF SELLER
Seller represents and warrants as follows:
Section 2.1 Ownership of Stock. Seller is the lawful owner of all of the
shares of Common Stock to be sold to the Purchaser or its designees, which shall
be free and clear of all liens, encumbrances, restrictions and claims of every
kind and character, other than any of the foregoing arising from actions by
Purchaser ("Encumbrances") as of the Closing referenced below. The delivery to
Purchaser of the Stock pursuant to the provisions of this Agreement will
transfer to Purchaser valid title thereto, free and clear of any and all
Encumbrances.
Section 2.2 Authorization and Validity of Agreement. Seller has full power
and authority (corporate or otherwise) to execute and deliver this Agreement, to
perform its obligations hereunder and to consummate the transactions
contemplated hereby. This Agreement has been duly executed and delivered by
Seller and, assuming the due execution of this Agreement by Purchaser, is a
valid and binding obligation of the Seller, enforceable against the Seller in
accordance with its terms, except to the extent that its enforceability may be
subject to applicable bankruptcy, insolvency, reorganization and similar laws
affecting the enforcement of creditors' rights generally and to general
equitable principles.
Section 2.3 Consents and Approvals; No Violations. The execution and
delivery of this Agreement by Seller and the consummation by Seller of the sale
of the Stock as contemplated herein and the other transactions contemplated
hereby (the "Sale") (a) will not violate the provisions of the Articles of
Incorporation or Bylaws of the Company, (b) will not violate any statute, rule,
regulation, order or decree of any public body or authority by which the Seller
and the Company is bound or by which any of their respective properties or
assets are bound, (c) will not require any filing with, or permit, consent or
approval of, or the giving of any notice to, any United States governmental or
regulatory body, agency or authority on or prior to the Closing Date (as defined
in Section 1.3), and (d) will not result in a violation or breach of, conflict
with, constitute (with or without due notice or lapse of time or both) a default
(or give rise to any right of termination, cancellation, payment or
acceleration) under, or result in the creation of any encumbrance upon any of
the properties or assets of the Seller and/or the Company under, any of the
terms, conditions or provisions of any note, bond, mortgage, indenture, license,
franchise, permit, agreement, lease, franchise agreement or any other instrument
or obligation to which the Seller and/or the Company is a party, or by which
they or any of their respective properties or assets may be bound.
Section 2.4 Existence and Good Standing. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has all requisite corporate power and authority to own, lease and
operate its properties and to carry on its business as now being conducted. The
Company is duly qualified or licensed as a foreign corporation to conduct its
business, and is in good standing in each jurisdiction in which the
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character or location of the property owned, leased or operated by it or the
nature of the business conducted by it makes such qualification necessary,
except where the failure to be so duly qualified or licensed would not have a
Material Adverse Effect. The term "Material Adverse Effect" means any
circumstance, change in or effect on the Company that is materially adverse to
the business, operations, properties, financial condition or results of
operations of the Company, taken as a whole.
Section 2.5 Capital Stock. The Company has an authorized capitalization
consisting of 10,000,000 shares of Common Stock, par value $.0001 per share, of
which 5,000,000 shares are issued and outstanding as of the date hereof. All
such outstanding shares have been duly authorized and validly issued and are
fully paid and nonassessable. There are no outstanding subscriptions, options,
warrants, rights, calls, commitments, conversion rights, rights of exchange,
plans or other agreements providing for the purchase, issuance or sale of any
shares of the capital stock of the Company.
Section 2.6 Subsidiaries. The Company has no subsidiaries.
Section 2.7 Financial Statements. Seller has heretofore furnished Purchaser
with the consolidated balance sheet of the Company for the year ended March 31,
2001, and the related statements of income and cash flows for the periods then
ended, audited or reviewed by Xxxxx & Kameny CPA'S PLLC (the "Financial
Statements"). The Financial Statements, including the footnotes thereto have
been prepared in accordance with generally accepted accounting principles and
fairly present in all material respects the financial position of the Company
and the results of its operations and cash flows at such dates and for such
periods. Since March 31, 2000, there has been no material adverse change in the
financial condition, operations, or business of the Company.
Section 2.8 Securities Filings. Since August 1, 2000, and prior to the
execution and delivery of this Agreement, the Company has filed all forms,
reports, statements and other documents required to be filed with the Securities
and Exchange Commission (the "SEC"), including, without limitation, (A) all
Annual Reports on Form 10-KSB, (B) all Quarterly Reports on Form 10-QSB, (C) all
proxy statements relating to meetings of shareholders (whether annual or
special), (D) all Reports on Form 8-K, (E) all other reports or registration
statements and (F) all amendments and supplements to all such reports and
registration statements filed from March 31, 1999, to the date hereof
(collectively, the "SEC Reports"). The SEC Reports (i) were prepared in all
material respects in accordance with the requirements of the Securities Act of
1933 as amended (the "1933 Act") and the Securities Exchange Act of 1934 as
amended, and the rules and regulations of the SEC thereunder applicable to such
SEC Reports and (ii) did not at the time they were filed and as of the date
hereof, and, with respect to registration statements as of their effective
dates, contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.
Section 2.9 Indebtedness. Except as set forth in Schedule 2.9, the Company
has no outstanding indebtedness of any kind (including contingent obligations,
tax assessments and unusual
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forward or long-term commitments). For purposes of this Agreement,
"Indebtedness" shall mean any obligation for borrowed money, including without
limitation (A) any obligation owed for all or any part of the purchase price of
capital assets, (B) accounts payable included in current liabilities outstanding
for more than one hundred twenty (120) days and incurred in respect of property
purchased in the ordinary course of business, (C) any obligations secured by any
lien in respect of property even though the person owning the property has not
assumed or become liable for the payment of such obligation, (D) any guarantee
with respect to any of the foregoing indebtedness of another person, and (E)
obligations in respect of letters of credit.
Section 2.10 Litigation. There are no (i) actions, suits or legal,
equitable, arbitrative or administrative proceedings pending, or to the
knowledge of the Seller, threatened against the Company or (ii) judgements,
injunctions, writs, rulings or orders by any governmental agency against the
Company. Nor to the knowledge of Seller is there a basis for any such action,
suit or other legal proceeding.
Section 2.11 Taxes. With the exception of federal and state taxes for the
fiscal year ending March 31, 2001, the Company has filed all federal, state and
foreign income tax returns and all other material tax returns that are required
to be filed by it and has paid all taxes due pursuant to such returns or
pursuant to any assessment received by it in writing and all other related
penalties and charges other than those being contested in good faith and by
appropriate proceedings. The charges, accruals and reserves on the other
governmental charges are, in the opinion of the Company, adequate. The Company
has not given or been requested to give a waiver of the statute of limitations
relating to the payment of Federal or other taxes.
Section 2.12 Broker's or Finder's Fees. No agent, broker, firm or other
Person acting on behalf of Seller or the Company is, or will be, entitled to any
commission or broker's or finder's fees from any of the parties hereto, or from
any Person controlling, controlled by or under common control with any of the
parties hereto, in connection with any of the transactions contemplated herein.
Section 2.13 Transactions with Affiliates. Schedule 2.13 attached hereto
identifies all material contracts, commitments and agreements in effect as of
the date hereof and which will continue in effect after the consummation of the
Sale by and between the Company on the one hand and Seller or any of its
Affiliates on the other. As used in this Agreement, an "Affiliate" shall mean
any Person directly or indirectly controlling, controlled by or under direct or
indirect common control with another Person, or any relative (including by
marriage) of a Person.
Section 2.14 Accuracy of Information. None of the representations and
warranties of Seller contained herein or in the documents furnished by them
pursuant hereto contain any material misstatement of fact, or omit to state any
material fact necessary to make the statements herein or therein in light of the
circumstances in which they were made not misleading.
ARTICLE III
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REPRESENTATIONS OF PURCHASER
Purchaser represents and warrants as follows:
Section 3.1 Existence and Good Standing of Purchaser; Authorization.
(a) Purchaser is a corporation duly organized, validly
existing and in good standing under the laws of Hong Kong.
(b) Purchaser has full corporate power and authority to
execute and deliver this Agreement, to perform its obligations hereunder and to
consummate the transactions contemplated hereby. The execution, delivery and
performance of this Agreement (and any ancillary documents referenced in this
Agreement) to which it is or will be a party, by Purchaser, and the consummation
by it of the transactions contemplated hereby and thereby, have been duly
authorized and approved by its Board of Directors, and no other corporate or
shareholder action on the part of Purchaser or its shareholders is necessary to
authorize the execution, delivery and performance of this Agreement or the
Ancillary Documents by Purchaser and the consummation of the Sale and the other
transactions contemplated hereby or thereby. This Agreement has been (and the
Ancillary Documents will be or have been) duly executed and delivered by
Purchaser and, assuming the due execution of this Agreement by Seller, will
constitute valid and binding obligations of Purchaser enforceable against
Purchaser in accordance with their terms, except to the extent that
enforceability may be subject to applicable bankruptcy, insolvency,
reorganization and similar laws affecting the enforcement of creditors' rights
generally and to general equitable principles. As used herein, the term
"Ancillary Documents" shall mean all of the agreements (other than this
Agreement), certificates and documents required to be delivered on or prior to
the Closing Date in connection with the transactions contemplated hereby and
thereby.
Section 3.2 Consents and Approvals; No Violations. The execution and
delivery of this Agreement or any of the Ancillary Documents by Purchaser and
the consummation of the transactions contemplated hereby (a) will not violate
any provisions of the Certificate of Incorporation or Bylaws of Purchaser, (b)
will not violate any statute, rule, regulation, order or decree of any public
body or authority by which Purchaser is bound or by which any of its properties
or assets are bound, (c) will not require any filing with, or permit, consent or
approval of, or the giving of any notice to, any governmental or regulatory
body, agency or authority on or prior to the Closing Date and (d) will not
result in a violation or breach of, conflict with, constitute (with or without
due notice or lapse of time or both) a default (or give rise to any right of
termination, cancellation, payment or acceleration) under, or result in the
creation of any encumbrance upon any of the properties or assets of Purchaser
under any of the terms, conditions or provisions of any note, bond, mortgage,
indenture, license, franchise, permit, agreement, lease, franchise agreement or
any other instrument or obligation to which Purchaser is a party, or by which it
or any of its properties or assets may be bound.
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Section 3.3 Purchase for Investment. Purchaser and its assigns or designees
will acquire the Stock solely for its own account for investment purposes only
and not with a view toward any resale or distribution thereof. Purchaser agrees
that the Stock may not be sold, transferred, offered for sale, pledged,
hypothecated or otherwise disposed of without registration under the Securities
Act of 1933, as amended, except pursuant to an exemption from such registration
available under such Act, and without compliance with the securities laws of
other jurisdictions, to the extent applicable. Purchaser and its assigns or
designees have such knowledge and experience in financial and business matters
that they are capable of evaluating the merits and risks of its purchase of the
Stock. Purchaser confirms that the Company and Seller have made available to
Purchaser the opportunity to ask questions of the officers and management
employees of the Company and to acquire additional information about the
business and financial condition of the Company.
Section 3.4 Available Funds. Purchaser will have on the Closing Date
sufficient funds to perform all of its obligations under this Agreement,
including, without limitation, to make the payments required hereunder described
in Section 1.2 hereto.
Section 3.5 Litigation. There is no action, suit or proceeding, at law or
in equity by any Person or any arbitration or any administrative or other
proceeding before any governmental body or instrumentality or agency, pending
or, to the knowledge of the Purchaser, threatened in writing, which is
reasonably likely to have a material adverse effect on Purchaser's ability to
consummate the Sale and the other transactions contemplated by this Agreement.
Section 3.6 No Outside Reliance. Purchaser has not relied and is not
relying upon any statement or representation not made in this Agreement or a
Schedule hereto or in any certificate or document required to be provided by the
Company or the Seller pursuant to this Agreement.
Section 3.7 Broker's or Finder's Fees. No agent, broker, firm or other
Person acting on behalf of Purchaser is, or will be, entitled to any commission
or broker's or finder's fees from any of the parties hereto, or from any Person
controlling, controlled by or under common control with any of the parties
hereto, in connection with any of the transactions contemplated herein.
Section 3.8 Accuracy of Information. None of the representations and
warranties of Purchaser contained herein or in the documents furnished pursuant
hereto contain any material misstatement of fact, or omit to state any material
fact necessary to make the statements herein or therein in light of the
circumstances in which they were made not misleading.
ARTICLE IV
CERTAIN AGREEMENTS
Section 4.1 Reasonable Best Efforts. Each of the parties hereto agrees to
use its reasonable best efforts to take, or cause to be taken, all action to do
or cause to be done, and to assist
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and cooperate with the other party hereto in doing, all things necessary, proper
or advisable to consummate and make effective, in the most expeditious manner
practicable, the transactions contemplated by this Agreement, including, but not
limited to, (a) the obtaining of all necessary waivers, consents and approvals
from governmental or regulatory agencies or authorities and the making of all
necessary registrations and filings and the taking of all reasonable steps as
may be necessary to obtain any approval or waiver from, or to avoid any action
or proceeding by, any governmental agency or authority, (b) the obtaining of all
necessary consents, approvals or waivers from third parties and (c) the
defending of any lawsuits or any other legal proceedings, whether judicial or
administrative, challenging this Agreement or the consummation of the
transactions contemplated hereby, including, without limitation, seeking to have
any temporary restraining order entered by any court or administrative authority
vacated or reversed.
Section 4.2 Payment of Pre-Closing Accounts Payable. Seller shall pay all
liabilities, claims, damages, encumbrances, taxes, accounts payable or other
Indebtedness of the Company existing on or prior to the Closing Date, including,
without limitation, the accounts payable and Indebtedness set forth on Schedule
2.9.
Section 4.3 Payment of Taxes for Fiscal Year Ending March 31, 2001. Seller
shall pay all federal, state and local taxes due and owing by the Company as of
the close of the Fiscal Year ending March 31, 2001, together with the costs of
preparing and filing such tax returns as are necessary and proper.
ARTICLE V
CONDITIONS TO PURCHASER'S OBLIGATIONS
The purchase of the Stock by Purchaser on the Closing Date is conditioned
upon the satisfaction or waiver, at or prior to the consummation of the Sale, of
the following conditions:
Section 5.1 Truth of Representations and Warranties. The representations
and warranties of Seller contained in this Agreement or in any Schedule
delivered pursuant hereto shall be true and correct in all material respects on
and as of the Closing Date with the same effect as though such representations
and warranties have been made on and as of such date (except to the extent that
any such representation and warranty is stated in this Agreement to be made as
of a specific date, in which case such representation and warranty shall be true
and correct as of such specified date).
Section 5.2 Performance of Agreements. Each and all of the agreements of
Seller to be performed at or prior to the Closing Date pursuant to the terms
hereof shall have been duly performed in all material respects.
Section 5.3 No Injunction. No court or other government body or public
authority shall have issued an order which shall then be in effect restraining
or prohibiting the completion of
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the transactions contemplated hereby.
Section 5.4 No Litigation. There shall not be any action, suit or
proceeding pending or threatened that seeks to (i) make the consummation of the
transactions contemplated hereby illegal or otherwise restrict or prohibit
consummation thereof or (ii) require the divestiture by Purchaser or any of its
subsidiaries or Affiliates of shares of stock or of any business, assets or
property of any of its subsidiaries or Affiliates, or impose any material
limitation on the ability of any of them to conduct their business or to own or
exercise control of such assets, properties or stock and which, in either case,
in the reasonable, good faith determination of Purchaser has a significant
likelihood of having a material adverse effect on Purchaser.
Section 5.5 Delivery of Books and Records. Seller shall deliver true and
complete copies of all books and records of the Company, including, without
limitation, minute books, certified copies of organizational documents
(Articles, Bylaws, etc.), accountant's work papers, stock transfer books and
ledgers, a certified shareholder list dated as of a date within five days of the
closing date, a current DTC report, and all other operational and administrative
records.
Section 5.6 Resignation of Officers and Directors. The resignation of Xxxx
Xxxxxxxxx and Xxxxx Xxxxxxx as officers and directors of the Company, effective
at the closing, or at such reasonable time thereafter as Purchaser shall
designate their replacements.
ARTICLE VI
CONDITIONS TO SELLER'S OBLIGATIONS
The sale of the Stock by Seller on the Closing Date is conditioned upon
satisfaction or waiver, at or prior to the consummation of the Sale of the
following conditions:
Section 6.1 Truth of Representations and Warranties. The representations
and warranties of Purchaser contained in this Agreement or in any Ancillary
Document shall be true and correct in all material respects on and as of the
Closing Date with the same effect as though such representations and warranties
had been made on and as of such date, and Purchaser shall have delivered to
Seller a certificate, dated the Closing Date, to such effect.
Section 6.2 Performance of Agreements. Each and all of the agreements of
Purchaser to be performed at or prior to the Closing Date pursuant to the terms
hereof or in any of the Ancillary Documents shall have been duly performed in
all material respects, and Purchaser shall have delivered to Seller a
certificate, dated the Closing Date, to such effect.
Section 6.3 No Injunction. No court or other government body or public
authority shall have issued an order which shall then be in effect restraining
or prohibiting the completion of the transactions contemplated hereby.
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ARTICLE VII
SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION
Section 7.1 Survival of Representations. The representations and warranties
set forth in this Agreement shall survive for one year after the Closing Date,
except for the representations and warranties set forth in Sections 2.9, 2.10,
2.11, 4.2 and 4.3, which shall survive for five years after the Closing Date and
the representations and warranties set forth in Section 2.5, which shall survive
indefinitely (it being understood that all representations are made as of the
date of closing and that any changes made subsequent to closing shall be the
responsibility of the buyer).
Section 7.2 Indemnities. (a) Seller hereby agrees to indemnify and hold
harmless Purchaser and the Company from and against any and all damages, claims,
losses or expenses (including reasonable attorneys' fees and expenses)
("Damages") actually suffered or paid by Purchaser or the Company as a result of
the breach of any representation, warranty or covenant made by any Seller in
this Agreement. To the extent that Seller's undertakings set forth in this
Section 7.2(a) may be unenforceable, Seller shall contribute the maximum amount
that they are permitted to contribute under applicable law to the payment and
satisfaction of all Damages incurred by the parties entitled to indemnification
hereunder.
(b) Purchaser and the Company hereby agree to indemnify and hold
harmless Seller against Damages actually suffered or paid by Seller as a result
of the breach of any representation, warranty or covenant made by the Purchaser
in this Agreement. To the extent that the Purchaser's undertakings set forth in
this Section 7.2(b) may be unenforceable, the Purchaser and the Company shall
contribute the maximum amount that they are permitted to contribute under
applicable law to the payment and satisfaction of all Damages incurred by the
parties entitled to indemnification hereunder.
(c) Any party seeking indemnification under this Article VII (an
"Indemnified Party") shall give each party from whom indemnification is being
sought (each, an "Indemnifying Party") notice of any matter for which such
Indemnified Party is seeking indemnification, stating the amount of the Damages,
if known, and method of computation thereof, and containing a reference to the
provisions of this Agreement in respect of which such right of indemnification
is claimed or arises. The obligations of an Indemnifying Party under this
Article VII with respect to Damages arising from any claims of any third party
which are subject to the indemnification provided for in this Article VII
(collectively, "Third Party Claims") shall be governed by and contingent upon
the following additional terms and conditions: if an Indemnified Party shall
receive, after the Closing Date, initial notice of any Third Party Claim, the
Indemnified Party shall give the Indemnifying Party notice of such Third Party
Claim within such time frame as is necessary to allow for a timely response and
in any event within 30 days of the receipt by the Indemnified Party of such
notice; provided, however, that the failure to provide such timely notice shall
not release the Indemnifying Party from any of its obligations under this
Article VII except to the extent the Indemnifying Party is materially prejudiced
by such failure. The Indemnifying Party shall be entitled to assume and
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control the defense of such Third Party Claim at its expense and through counsel
of its choice if it gives notice of its intention to do so to the Indemnified
Party within 30 days of the receipt of such notice from the Indemnified Party;
provided, however, that if there exists or is reasonably likely to exist a
conflict of interest that would make it inappropriate in the judgment of the
Indemnified Party (upon advice of counsel) for the same counsel to represent
both the Indemnified Party and the Indemnifying Party, then the Indemnified
Party shall be entitled to retain its own counsel, at the expense of the
Indemnifying Party, provided that the Indemnified Party and such counsel shall
contest such Third Party Claims in good faith. In the event the Indemnifying
Party exercises the right to undertake any such defense against any such Third
Party Claim as provided above, the Indemnified Party shall cooperate with the
Indemnifying Party in such defense and make available to the Indemnifying Party,
at the Indemnifying Party's expense, all witnesses, pertinent records, materials
and information in the Indemnified Party's possession or under the Indemnified
Party's control relating thereto as is reasonably required by the Indemnifying
Party. Similarly, in the event the Indemnified Party is, directly or indirectly,
conducting the defense against any such Third Party Claim, the Indemnifying
Party shall cooperate with the Indemnified Party in such defense and make
available to the Indemnified Party, at the Indemnifying Party's expense, all
such witnesses, records, materials and information in the Indemnifying Party's
possession or under the Indemnifying Party's control relating thereto as is
reasonably required by the Indemnified Party. The Indemnifying Party shall not,
without the written consent of the Indemnified Party, (i) settle or compromise
any Third Party Claim or consent to the entry of any judgment which does not
include as an unconditional term thereof the delivery by the claimant or
plaintiff to the Indemnified Party of a written release from all liability in
respect of such Third Party Claim or (ii) settle or compromise any Third Party
Claim in any manner that may adversely affect the Indemnified Party. Finally, no
Third Party Claim which is being defended in good faith by the Indemnifying
Party or which is being defended by the Indemnified Party as provided above in
this Section 7.2(c) shall be settled by the Indemnified Party without the
written consent of the Indemnifying Party.
ARTICLE VIII
MISCELLANEOUS
Section 8.1 Expenses. The parties hereto shall pay all of their own
expenses relating to the transactions contemplated by this Agreement, including,
without limitation, the fees and expenses of their respective counsel, financial
advisors and accountants. Purchaser specifically agrees that any costs and
expenses associated with the filing of a Form 8-K regarding the change in
control contemplated by this Agreement shall be borne by the Purchaser.
Section 8.2 Governing Law; Consent to Jurisdiction. This Agreement will be
deemed to have been made and delivered in New York, New York and will be
governed as to validity, interpretation, construction, effect and all other
respects by internal laws of the State of New York. The Seller and the Purchaser
agree that any legal suit, action or proceeding arising out of or relating to
this Agreement shall be instituted exclusively before the American Arbitration
Association. The arbitrators shall render a written opinion. Any award the
arbitrators makes shall be final and binding on both
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parties, and judgment on it may be entered in any court having jurisdiction. The
arbitrators are authorized to award attorneys' fees and expenses to the
prevailing party in any such arbitration.
Section 8.3 Captions. The Article and Section captions used herein are for
reference purposes only, and shall not in any way affect the meaning or
interpretation of this Agreement.
Section 8.4 Notices. Any notice or other communications required or
permitted hereunder shall be sufficiently given if delivered in person or sent
by telecopy or by registered or certified mail, postage prepaid, addressed as
follows:
if to Purchaser: Cyber Vision Global Ventures Holdings Limited.
c/o Xxxxxx X. Xxxxxx, Esq.
0 Xxxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
and if to Seller: TM Capital Partners, LLC
00000 Xxxxx Xxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, XX
Tel: (000) 000-0000
Fax: (000) 000-0000
or such other address or number as shall be furnished in writing by any such
party, and such notice or communication shall be deemed to have been given as of
the date so delivered, sent by telecopy or mailed.
Section 8.5 Parties in Interest. This Agreement may not be transferred,
assigned, pledged or hypothecated by any party hereto, other than by operation
of law. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and permitted assigns.
Section 8.6 Counterparts. This Agreement may be executed in two or more
counterparts, all of which taken together shall constitute one instrument.
Section 8.7 Entire Agreement. This Agreement, including the Exhibits,
Schedules and other documents referred to herein which form a part hereof, and
the Confidentiality Agreement and Ancillary Documents contain the entire
understanding of the parties hereto with respect to the subject matter contained
herein and therein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter other
than the Confidentiality Agreement.
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Section 8.8 Third Party Beneficiaries. Each party hereto intends that this
Agreement shall not benefit or create any right or cause of action in or on
behalf of any Person other than the parties hereto.
IN WITNESS WHEREOF, each of the parties have caused this Agreement to be
executed by their respective officers thereunto duly authorized, all as of the
day and year first above written.
PURCHASER:
CYBER VISION GLOBAL VENTURES HOLDINGS LIMITED
By: /s/ XXXXXX XXXXXXX
------------------------------------------
Xxxxxx Xxxxxxx
Authorized Signatory
SELLER:
TM CAPITAL PARTNERS, LLC
By: /s/ XXXX XXXXXXXXX
------------------------------------------
Xxxx Xxxxxxxxx,
Managing Director
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Schedule 2.9
None.
13
Schedule 2.13
None.
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