ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (The Agreement), is made and entered into
as of the 4th day of May, 2010, by and between Peer Review Meditation
and Arbitration, Inc., organized and existing under the laws of the
State of Florida (Purchaser), and Xxxxx Xxxxxx and dba Xxxxxx Office
Machines, Inc and majority stock holder of Docs in a Row, Inc. existing
under the laws of the State of Florida (Seller).
PREAMBLE
The parties hereto having completed appropriate due diligence
investigations of each other, the Purchaser desires to purchase and
Seller desires to sell and transfer certain assets of Seller presently
used in the operation of the business conducted by Seller, upon the
terms and subject to the conditions set forth herein.
ACCORDINGLY, THE PARTIES AGREE AS FOLLOWS:
ARTICLE 1
Sale and Purchase
Section 1. 1 Sale and Transfer of Assets. Seller hereby agrees
to sell, convey, transfer, assign and deliver to Purchaser at closing,
as hereinafter defined, and Purchaser hereby agrees to purchase as
herein provided, all the assets, property, rights, interests,
intellectual property and software code for Docs in a Row and business
of Seller of every kind and description, tangible or intangible and
regardless of whether or not carried or reflected in the books and
records of Seller, used in the operation of the Business, except for
the assets and property described in Section 1.2 below. As used in this
Agreement, "Business" is defined as Xxxxxx Office Machines, Inc.,
specializing in dictation and transcription equipment; and Docs in a
Row, Inc., which provides a complete software suite that provides a
means to dictate and transcribe patient documentation. Docs in a Row
uses the internet as the medium to send and receive voice files,
documents and associated files.
The assets and property to be purchased and sold hereunder
(collectively, the Purchased Assets) include, but are not limited to,
the following:
(a) All machinery, equipment (including office equipment),
tools, furniture, leasehold improvements, intellectual property and
software code for Docs in a Row and all other personal property owned
by Seller, and used in connection with the Business, including, but not
limited to, those items listed or referenced in Exhibit A attached
hereto and incorporated herein (collectively, the Fixed Assets),
together with any expressed or implied warranties by the manufactures
or sellers of any item or component part thereof and all maintenance
records, brochures, catalogues and other documents relating thereto or
to the installation or functioning thereof which are now in or may
hereafter come onto the possession of Seller;
(b) All of Sellers right, title and interest in and to all
contracts, agreements, personal property leases, licenses, and
commitments relating to the operation of the Business;
(c) All business records - customer and supplier lists, mailing
lists, payroll and personnel records, formulae, specifications,
reports, data, notes, correspondence, contracts, files, and other
documents in the possession of Seller relating to the operation of the
Business, excluding only the corporate records and minute books of
Seller;
(d) All prepaid expenses, including but not limited to prepaid
rent, prepaid utilities and prepaid insurance premiums for coverage of
the Purchased Assets and for coverage of general liability for the
operation of the Business;
(e) Any and all goodwill of Seller;
(f) All the Sellers rights, title and interest in the trade
names, and all the Sellers rights, title and interest any service xxxx
used in the business or in conjunction with any web site or URL owned
or reserved.
(g) All the Sellers rights, title and interest in Copyrights,
Intellectual Property and Proprietary Materials developed and used in
its business.
(h) All the Sellers inventory and other personal property held
for sale or consumption in the Business, including inventory on order
or in transit to the Business (collectively the Inventory) and;
(i) All computer software used in the operation of the Business.
Section 1.2 Excluded Assets. Anything in this Agreement to the
contrary notwithstanding, Seller is retaining title to, and possession
of, and Seller is not selling, conveying, transferring, assigning or
delivering to Purchaser any of Sellers rights, title or interest in, to
or under any of the following assets and property (collectively, the
Excluded Assets);
(a) All accounts receivables up to the closing date.
(b) Account payables up to the closing date.
(c) Current bank accounts (pre-closing date).
(d) A new business bank account will be opened for the sole purpose
of depositing all income from business done from the closing date
forward (to be held in escrow).
(e) All insurance contracts on the lives of the officers of Seller,
and the cash value of such policies, if any; and
(f) All Sellers causes of action, judgments, claims, demands and
rights of whatever nature against third parties arising out of or
relating to events prior to the Closing Date.
(g) All refunds due in income or other taxes;
Section 1.3 Purchase Price. The purchase price payable to the Seller
by the Purchaser in consideration for the Purchased Assets shall be
$400,000 payable in cash and shares of PRMA, Inc. Common Stock subject
to Transfer Restrictions. The purchase price shall be paid by Purchaser
to Seller as follows:
(a) $175,000 Note payable in two installments of $87,500, First
payment due on or before July 15, 2010, second and final on or before
October 15, 2010. Seller retains all rights until the final payment is
paid in full.
(b) Issuance at Closing of Fifteen thousand (15,000) Shares of
Common Stock issued by PRMA Inc. Such shares shall be subject to
transfer restrictions as required under the provisions of PRMA
Restricted Common Stock Agreement. The aforesaid shares shall be
issued to Xxxxx Xxxxxx pursuant to Subsection 2.1 (I) below; and
(c) Purchaser will assume operational and employment expense. All
accounts receivable cash flow from business done from the closing date
forward shall be placed in a separate escrow account and applied to
the installment payments and deducted from the $175,000 note. In the
event the purchase price is not paid as stated above in 1.3(a) any
monies in escrow belong to Seller. Purchaser has no right and will make
no claim for the escrow monies.
Section 1.4 Assumption of Certain Liabilities. As further
consideration for the Purchased Assets, at the Closing, Purchaser shall
assume and agree to pay, perform and discharge, when due, the executory
liabilities and commitments included in or pertaining to the Purchases
Assets, but only to the extent of lease obligations that was incurred
by Seller in the ordinary course of business (the Assumed liabilities),
and Excluding:
(a) Consequential damages arising out or any breach by Seller, at
any time, of any such contract, agreement, lease, license or
commitment; and
(b) Non-contractual liabilities, claims or obligations arising out
of or related to Sellers operation of the Business or Intellectual
Property prior to the Closing Date;
(c) Any liability of Seller for Federal, State of local income and
franchise taxes applicable to operations prior to the Closing Date, and
for sales tax , and any penalties, interest, fines or assessments in
connection therewith;
(d) Any liability for commitments relating to intellectual property
rights or employment, relocation or termination of any employees of
Seller;
(e) Any matter required to be disclosed in response to Sellers
representations and warranties set forth in Article 2, but not so
disclosed;
(f) Liabilities or obligations in respect of previous sales of the
assets of Seller outside of the ordinary course of business;
(g) Obligations or expenses of Seller in connection with the
transactions contemplated hereby, including, without limitations, legal
and accounting fees and expenses and brokerage finders fees due; and
(h) Liabilities imposed upon Seller as a result of litigation
pending against Seller as of Closing Date.
ARTICLE 2
Representations and Warranties of Seller and Purchaser
Section 2.1 Representations and Warranties of Seller. Seller hereby
represents and warrants to Purchaser as follows:
(a) Due Incorporation and Organization. Seller is a former general
partnership and now duly organized as a S-Corporation, validly existing
and in good standing under the laws of the State of Florida, with all
requisite corporate power and authority to carry on the Business as now
being conducted, and to own, operate, lease and utilize the assets,
properties and businesses of Seller, including the Business.
(b) Authority. Seller has the legal power and authority to enter
into and perform this Agreement and the transactions contemplated by
this Agreement. The execution, delivery and performance of this
Agreement by Seller and the transactions contemplated by this Agreement
have been duly and validly approved and authorized by all necessary
corporate and shareholder action of Seller.
(c) Personal Property Leases. Seller enjoys peaceful and
undisturbed possession under all leases of personal property. To the
best of Sellers knowledge, all such leases are valid and effective in
accordance with their respective terms, and no default with respect to
such leases has occurred.
(d) Title to Personal and Intellectual Property. Seller has good
and marketable title to all of the Fixed Assets, Intellectual Property
and other personal property conveyed hereunder (including owned
personal property that is not reflected on the Sellers balance sheet as
a result of being fully depreciated or not required to be reflected
thereon in accordance with generally accepted accounting principles),
and all such personal property is held by Seller free of all liens,
encumbrances, security interests and charges.
(e) Compliance with Applicable Laws. The Seller has complied with
all laws, regulations and orders applicable to the Business. The
Business is not in default with respect to any order, writ, injunction
or decree of any court or any court or Federal, State, Municipal or
other Governmental authority or agency. The Business as now operated
does not violate any zoning ordinance, restrictive covenant,
administrative regulation, environmental law or regulation, or any
other provision of law.
(f) Taxes. The Seller has filed all Federal, State and local tax
returns, listings and reports required by law to be filed by it with
respect to the operation of the Business, and has paid or shall pay on
the closing date all taxes which are due pursuant to such returns,
listings and reports.
(g) Actions Pending. There are no actions, suits or proceedings
pending or, to the knowledge of Seller, threatened against or affecting
the Business at law or in equity, or before any governmental or public
office, agency or authority which involves the possibility of any
liability or which may result in any adverse change in the operation or
ownership of the Business or the Purchased Assets.
(h) Condition of Leased Premises. The premises currently leased by
Seller for the operation of the Business (the Leased Premises), which
premises are more fully described in Exhibit C, and all mechanical
systems and equipment serving the premises are in good and operable
condition.
(i) Brokers. Seller and Purchaser agree that there was no broker
or finder who brought about the subject transaction. Each party agrees
to indemnify and save harmless the other in the event of a third party
claim.
(j) Condition of Fixed Assets. All Fixed Assets conveyed hereunder
are in good and operable condition, normal wear and tear excepted.
(k) Absence of Conflicts and Consent Requirements. Sellers
execution and delivery of this Agreement and performance of its
obligations hereunder, including the sale of the business and the
Purchased Assets hereunder, do not (i) conflict with or violate Sellers
Articles or Bylaws, (ii) violate or, alone or with notice or the
passage of time, result in the material breach or termination of, or
otherwise give any contracting party the right to terminate or declare
a default under, the terms of any written agreement to which Seller is
a party or by which its properties or assets may be bound; or (iii)
violate any judgment, order, decree, or to the knowledge of Seller, any
law, statute, regulation or other judicial or governmental restriction
to which Seller is subject.
(l) Licenses, Permits and Compliance with Law. Seller holds all
licenses, certificates, permits, franchises and rights from all
appropriate Federal, State or other public authorities necessary for
the use of the Purchased Assets in the operation of the Business, and
all such material licenses, certificates, permits, franchises and
rights are set forth in Exhibit D attached hereto and incorporated
herein. Seller is presently conducting the Business so as to comply
with all applicable statutes, ordinances, rules, regulations and orders
of any governmental authority, including but not limited to any law,
ordinance or regulation relating to the handling, storage,
transportation, treatment or disposal of any Hazardous Substance as
defined under the Comprehensive Environmental Recovery Compensation and
Liability Act (CERCLA), 42 U. S. C. 9601 et. seq., as amended, or any
petroleum or petroleum-bases substance. Further, to its knowledge,
Seller is not presently charged with and Seller is not under
governmental investigation with respect to any actual or alleged
violation of any statute, ordinance, rule or regulation affection the
Purchases Assets or the Business.
Section 2.2 Representations and Warranties of Purchaser. Purchaser
hereby represents and warrants to Seller as follows:
(a) Due Organization. Purchaser is a corporation duly organized,
existing and in good standing under the laws of the State of Florida.
(b) Authority. Purchaser is authorized to do business in Florida.
Purchaser has the legal power and authority to enter into and perform
this Agreement and the transactions contemplated by this Agreement. The
execution, delivery and performance of this Agreement by Purchaser and
the transactions contemplated by this Agreement have been duly and
validly approved and authorized by all necessary corporate action of
Purchaser. Neither the execution and delivery by the Purchaser of this
Agreement, nor the consummation of the transactions contemplated
hereby, non compliance by Purchaser with any of the provisions hereof
will: (i) conflict with or result in a breach of any provision of the
Articles of Incorporation or Bylaws of Purchaser, or (ii) violate any
order, writ, injunction, decree, statute, rule or regulation applicable
to Purchaser or any of its properties or assets.
(c) Brokers. All negotiations relative to this Agreement and the
transactions contemplated hereby have been carried on by Purchaser in
such a manner as not to give rise, as the result of any action of
Purchaser, to any valid claim against the Seller for a brokerage
commission, finders fee or other like payment.
ARTICLE 3
Closing
Section 3.1 Closing Date. The closing for the consummation of the
transactions contemplated by this Agreement (the Closing) shall take
place at the offices of the Purchaser on or before May 4, 2010.
Section 3.2 Obligations of Seller. At the closing, Seller shall
deliver to Purchaser, as appropriate:
(a) Such warranty deeds, leases, bills of sale, endorsements,
assignments, and other good and sufficient instruments of conveyance
and transfer, and such further assurances and evidences of conveyances
as may be reasonably requested by Purchaser in form satisfactory to
Purchaser and its counsel, as shall be effective to vest, in accordance
with the terms of this Agreement, all rights, title and interest in and
to the Purchased Assets and other rights contemplated by this
Agreement;
(b) The books, records and other documents to be acquired by
Purchaser pursuant to Section 1.1 (c) hereof; this will include a new
bank account/Quick books account for depositing of all monies received
for the escrow payments.
(c) A Non-Compete and Employment Agreement pursuant to Section 4.5
hereof; and
(d) Copies certified by the Secretary or Assistant Secretary of
Seller, of the approval by the Board of Directors and all shareholders
of Seller authorizing the execution, delivery and performance of this
Agreement and all other agreements, documents and instruments relating
hereto and the consummation of the transactions contemplated hereby.
Section 3.3 Obligations of Purchaser. At the closing, Purchaser shall
execute all requested documents to effectuate the terms of this
Agreement and/or deliver to Seller payment of the purchase price.
ARTICLE 4
Covenants of Seller
Seller agrees and covenants with Purchaser as follows:
Section 4.1 Conduct of the Business. Except as otherwise agreed to in
writing by Purchaser, Seller shall conduct the Business only in the
ordinary course and shall take no action which should interfere with or
prevent performance of this Agreement. Seller agrees that, unless
Purchaser agrees in writing, until the Closing Date:
(a) Preservation of the Business. Without purporting to make any
commitment on behalf of Purchaser, Seller shall exercise all reasonable
efforts to: (i) preserve intact the present business organization and
personnel of Seller; (ii) preserve the present relationship of Seller
with all persons having business dealings with Seller; (iii) preserve
and maintain in force all licenses, permits, registrations, franchises,
and other similar rights applicable to the Business; and (iv) comply
with all laws applicable to the conduct of the Business.
(b) Maintenance of the Purchased Assets. The Purchased Assets shall
be maintained in good repair, order and condition, reasonable wear and
tear excepted.
(c) Employment Agreement. Seller shall not enter into any
employment or consulting agreements or terminate any employee of the
Business without prior notice to the Purchaser.
(d) Insurance. The Seller shall maintain in full force insurance
covering loss or damage to the property conveyed hereunder and general
liability coverage for operation of the Business, and shall take all
actions necessary to preserve all rights under such insurance. As of
the closing date, this insurance will be the responsibility of the
Purchaser.
(e) Books and Records. Seller shall maintain complete and accurate
books, accounts and records for the Business in the usual, regular and
ordinary manner, and on a basis consistent with prior years.
(f) Compensation. Seller shall not: (i) increase the compensation
payable to any personnel of Seller except in the ordinary course of
business and in accordance with usual and customary compensation
practices; or (ii) introduce any pension of profit-sharing plan, or any
other employee benefit arrangement affecting the Business.
(g) Accuracy of Representations and Warranties. Seller shall not
take any action which would render any representation or warranty made
herein by Seller untrue in any material respect as of the Closing Date.
Section 4.2 Notice of Breach or Failure of Condition. Seller will
give notice promptly to Purchaser of the occurrence of any event or the
failure of any event to occur that would preclude the satisfaction of
any condition contained herein.
Section 4.3 Further Assurances. Seller shall promptly execute and
deliver such instruments and take such actions as Purchaser reasonably
may request in order to effect the transactions contemplated by this
Agreement and to satisfy each of the conditions set forth in Article 6
of this Agreement.
Section 4.4 Best Efforts of Seller to Obtain Consents. Seller shall
use its best efforts to obtain promptly all consents and authorizations
of third parties, to make all filings, and to give all notices to third
parties which may be necessary and reasonably required in order to
effect, or in connection with, the transactions contemplated by this
Agreement.
Section 4.5 Non-Competition and Employment Agreement. Seller and all
shareholders of Seller shall enter into an agreement with the Purchaser
at closing, which agreement shall be substantially in the form of
Exhibit B attached hereto and incorporated herein.
ARTICLE 5
Covenants of Purchaser and Seller
Section 5.1 Publicity. Purchaser and Seller agree to maintain in
confidence information concerning this Agreement and the transactions
contemplated by this Agreement. The parties shall consult with each
other prior to any public announcements or disclosures required by law
to be made with respect to the transactions contemplated by this
Agreement, and no other announcements will be made without mutual
consent of the parties.
Section 5.2 Best Efforts. Purchaser and Seller will use their best
efforts to perform or cause to be satisfied each covenant or condition
to be performed or satisfied by them.
Section 5.3 Governmental and other Filings. Seller and Purchaser
agree to cooperate with each other in filing any necessary
applications, reports or other documents with any Federal; or State
authorities having jurisdiction with respect to the transactions
contemplated by this Agreement and in seeking necessary consultation
with and favorable action by any such agencies, authorities or bodies.
Section 5.4 Cooperation After Closing. After the Closing Date,
Purchaser and Seller shall whenever and as often as shall be reasonably
required by the other, execute, acknowledge and deliver, or cause to be
executed, acknowledged and delivered, any and all further instruments
as may be necessary or expedient to consummate the transactions
provided for in this Agreement.
ARTICLE 6
Conditions to Sale
Section 6.1 Conditions Precedent to Obligations of Purchaser. All
obligations of Purchaser under this Agreement are, at the option of
Purchaser, subject to and shall be conditioned upon the satisfaction on
or prior to the Closing Date, of each of the following additional
conditions:
(a) Representations, Warranties and Agreements of Seller. Except
for changes contemplated by this Agreement and changes occurring in the
ordinary course of business, the representations, warranties and
agreements made by Seller herein shall be true in all material respects
on an as of the Closing Date with the same effect as though such
representations and warranties had been made or given on and as of the
Closing Date. Seller and all shareholders of Seller shall have
performed in all material respects the obligations, agreements and
covenants undertaken by them herein to be performed at or prior to the
Closing Date.
(b) Consents to Assignments. Purchaser shall have received
evidence, satisfactory to Purchaser and its counsel, that any necessary
consents to the assignments of the contracts agreements, leases,
licenses and commitments contemplated hereunder have been obtained.
(c) Necessary Approvals: Regulatory Authorizations. All
authorizations and approvals of any third parties, including Federal or
State regulatory bodies and officials, necessary, in the reasonable
opinion of Purchaser, for the consummation of the transactions
contemplated by this Agreement, and the continuation in all material
respects of the business without interruption after the Closing Date in
substantially the manner in which such business is now conducted, shall
have been received and shall be in full force and effect.
(d) Corporate Authorization. All resolutions and actions necessary
to authorize the execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby by Seller
shall have been duly and validly made and taken, and Seller shall have
full power and right to consummate the transactions contemplated
hereby.
(e) Execution of New Lease. Purchaser and the Landlord of the
premises shall enter into a new lease of the Leased Premises on terms
and conditions satisfactory to Purchaser and its counsel; or approve an
assignment of the present Lease Agreement. Purchaser agrees to maintain
the existing premises until December 31, 2011.
(f) Status and Condition of the Business and the Leased Premises.
The Business and the Leased Premises shall not have suffered, prior to
the closing, any loss or damage on account of fire, flood, accident or
any other calamity to an extent that would materially interfere with
the conduct of the Business or materially impair its value as a going
concern, regardless of whether any such loss or losses have been
insured against. Purchaser shall have had full opportunity to enter
upon the Leased Premises and make such examinations thereof as it deems
necessary. The results of such examinations must be satisfactory to
Purchaser, in its sole discretion.
(g) Payment of Transfer Taxes. The Seller shall have paid or made
provision for payment of all transfer taxes sales taxes or other
similar taxes, which become due by reason of the transactions herein
provided, if any.
Section 6.2 Conditions Precedent to Obligations of Seller. All
obligations of Seller under this Agreement are subject to and shall be
conditioned upon the satisfaction prior to the Closing Date, of each of
the following conditions:
(a) Representations, Warranties and Agreements of Purchaser. The
representations, warranties and agreements made by Purchaser herein
shall be true in all material respects on and as of the Closing Date
with the same effect as though such representations and warranties had
been made or given on and as of the Closing Date with the same effect
as though such representations and warranties had been made or given on
and as of the Closing Date, except as affected by transactions
contemplated hereby. Purchaser shall have performed in all material
respects the obligations, agreements and covenants undertaken herein to
be performed at or prior to the Closing Date.
(b) Corporate Authorization All resolutions and actions necessary
to authorize the execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby by
Purchaser shall have been duly and validly made and taken, and
Purchaser shall have full power and right to consummate the
transactions contemplated hereby.
ARTICLE 7
INTENTIONALLY DELETED
ARTICLE 8
Termination
Section 8.1 Termination by Mutual Consent. At any time on or prior to
the Closing Date, this Agreement may be terminated by the mutual
consent of Purchaser and Seller without liability on the part of any
party. In the event of the termination of this Agreement by mutual
consent, this Agreement shall become void and have no effect, without
any liability on the part of any party or its directors, officers or
shareholders.
Section 8.2 Termination Upon Breach or Default. At any time on or
prior to the Closing Date, if a material default shall be made by a
party in the observance or in the due and timely performance of the
covenants herein contained, or if there shall have been a material
breach by a party of any of the representations and warranties set
forth in this Agreement, Purchaser or Seller, as the case may be, may
terminate this Agreement without prejudice to its other rights and
remedies, including such party's right to recover its expenses, costs,
and other damages. In the event of a breach or Default by Purchaser,
all rights, all assets and intellectual property and items listed on
Exhibit A shall be returned to Seller in the same or better condition
as before the breach or default and all monies accrued in the escrow
account shall be retained by the Seller.
Section 8.3 Termination Based Upon Conditions. If the conditions of
this Agreement to be complied with or performed by a party on or before
the Closing Date shall not have been complied with and such
noncompliance or nonperformance shall not have been waived, the party
to whom the benefit of such condition runs may terminate this Agreement
without prejudice to its other rights and remedies, including such
parties right to recover its expenses, costs and other damages.
ARTICLE 9
Miscellaneous
Section 9.1 Bulk Sales Compliance. The parties agree to waive
compliance with the Bulk Sales provisions of the Uniform Commercial
Code of the State of Florida. The Seller agrees to hold harmless and
indemnify Purchaser as to any and all claims, damages, costs and
expenses incurred by virtue of such waiver. In the event that any such
claims may hereafter arise, the Seller agrees to satisfy such claims by
the surrender to Purchaser of a sufficient quantity of shares of Peer
Review Meditation and Arbitration, Inc. from those being issued as
consideration for the subject transaction.
Section 9.2 Amendment. This agreement may be amended, modified or
supplemented in whole or in part only by an instrument in writing
executed by both Purchaser and Seller.
Section 9.3 Assignment. The parties agree that neither this Agreement
nor any rights created hereby shall be assignable by any party without
the prior written consent of the other party.
Section 9.4 Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be considered to be an
original instrument.
Section 9.5 Expenses. Seller and Purchaser shall each bear the
respective expenses incurred by them in connection with the
negotiation, execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby.
Section 9.6 Entire Agreement. This Agreement contains the entire
agreement between Purchaser and Seller with respect to the sale of the
Purchased Assets and related transactions and supersedes all prior
arrangements or understandings with respect thereto.
Section 9.7 Descriptive Headings. The description headings are for
convenience of reference only and shall not control or affect the
meaning or construction of any provision of this Agreement.
Section 9.8 Notices. All notices or other communications that are
required or permitted hereunder shall be in writing and sufficient if
delivered personally or sent by registered or certified mail, postage
prepaid, addressed as follows:
IF TO PURCHASER: Xxxxxx Xxxx, President
0000 Xxxxx Xxxxx Xxx.
Xxxx Xxxxx, XX 00000
IF TO SELLER Xxxxx Xxxxxx
0000 XX 00xx Xx, Xxxxx 000
Xxxxx, XX 00000
Section 9.9 Specific Performance. Seller acknowledges that the
Purchased Assets are unique and that if Seller fails to consummate the
transactions contemplated by this Agreement, as to the business that
has been ongoing, such failure will cause irreparable harm to Purchaser
for which there will be no adequate remedy at law. Purchaser shall be
entitled, in addition to its other remedies at law, to specific
performance of this Agreement of Seller, without just cause, refuses to
consummate the transactions contemplated by this Agreement.
(a) Purchaser acknowledges that in the event of failure to pay
promissory notes when due, that all rights and purchased assets will
revert back to Seller and Seller will retain all escrowed funds and
return stock equity to Purchaser.
(b) Purchaser acknowledges that this Agreement is the controlling
document and the Xxx Xxxxxxxx Asset Purchase agreement will be void in
the event this Agreement is not executed or is void.
Section 9.10 Survival of Covenants, Representations, Warranties and
Indemnifications. All covenants, representations and warranties made
by any party to this Agreement shall be deemed made for the purpose of
inducing the other parties to enter into this Agreement. The
representations, warranties and covenants contained in this Agreement
shall, except as otherwise provided in this Agreement, survive the
Closing indefinitely. The provisions of Article 7 of this Agreement
shall survive the Closing indefinitely. The covenants, presentations
and warranties of both Seller and Purchaser are made only to and for
the benefit of the other party to this Agreement and shall not create
or vest rights in other persons.
Section 9.11 Controlling Law. This Agreement shall be governed by and
construed pursuant to the laws of Florida.
IN WITNESS WHEREOF, the parties have caused this Agreement, consisting
of 13 pages, including this page, to be executed by their authorized
officers on the date stated above.
PURCHASER: PRMA, Inc. ATTEST:
BY: /s/Xxxxxx Xxxx BY: /s/Xxxx X. Xxxxx
Name: Xxxxxx Xxxx Name: Xxxx X. Xxxxx
Title: Chief Executive Officer
SELLER: Xxxxx Xxxxxx DBA Xxxxxx Office Machines, Inc.
ATTEST: Xxxx X. Xxxxx
BY: /s/Xxxxx Xxxxxx BY: /s/Xxxx X. Xxxxx
Name Xxxxx Xxxxxx Name: Xxxx X. Xxxxx
Owner, Director, and Shareholder of
Xxxxxx and Docs in a Row
