EXHIBIT 10.2
PLEDGE AND SECURITY AGREEMENT
This PLEDGE AND SECURITY AGREEMENT dated as of this 7TH day of May,
2003 ("Security Agreement"), is between Visual Data Corporation, a Florida
corporation (the "Company") and Xxxxxxxxx X. XxXxxx, ("XxXxxx"). Terms not
otherwise defined herein shall have the same meanings ascribed to them in the
Amended and Restated Loan Agreement (the "New Loan Agreement") dated as of even
date herewith and attached hereto as Exhibit A.
PRELIMINARY STATEMENTS
WHEREAS, XxXxxx has made a loan to the Company in the amount of
$1,350,000 (the "New Loan"), in consideration for which the Company has issued
and delivered to XxXxxx the New Loan Agreement, a Promissory Note (the "New
Note"), an Account Control Agreement (the "Account Control Agreement") an Escrow
Agreement (the "Escrow Agreement") and this Pledge and Security Agreement
(collectively the "Agreements").
WHEREAS, the New Loan Agreement of which the Company and XxXxxx have
entered into as of even date herewith, a copy of which is attached hereto as
Exhibit "A", pursuant to which the Company has agreed to, among other things:
(i) add the outstanding amount under the First Note of $1,050,000 to the New
Note; (ii) add the principal amount of the Bridge Loan to the New Note (iii) pay
$350,000 of proceeds of the New Loan (at the discretion and direction of XxXxxx)
to creditors; and (iv) deposit the remaining $1,000,000 into an escrow account
upon the terms and conditions set forth in this Escrow Agreement; and
WHEREAS, The fulfillment of the terms and conditions by the Company
under the New Loan Agreement and the New Note is secured by the terms of this
Security Agreement.
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, and in order to induce XxXxxx to make the New Loan, the Company hereby
agrees as follows:
1. Grant of Security Interest and Pledge of Subsidiary Stock. XxXxxx
acknowledges that the rights, remedies, representations and warranties contained
herein are subject to any prior secured interest in the Collateral (as defined
below). Company hereby grants to XxXxxx a security interest in and on all of
Company's, and in and on all of the Company's subsidiaries (the "Subsidiaries")
(such Subsidiaries are listed on Schedule 3 which is attached hereto), right,
title and interest in and to all of the following, whether now owned or
hereafter acquired or existing (the "Collateral"):
a. All equipment (except any leased equipment) in all of its
forms, wherever located, including, without limitation, all machinery and other
goods, furniture, furnishings, fixtures, office supplies and all other similar
types of tangible personal property and all parts thereof and all accessions
thereto, together with all parts, fittings, special tools, alterations,
substitutions, replacements and accessions thereto (any and all such equipment,
parts and accessions being the "Equipment");
b. All inventory in all of its forms, wherever located,
including, but not limited to, (i) all raw materials and work in progress,
finished goods, and materials used or consumed in manufacture or production,
(ii) goods in which Company has an interest in mass or a joint or other interest
or right of any kind (including, without limitation, goods in which Company has
an interest or right as consignee), and (iii) goods which are returned to or
repossessed by Company, and all accessions thereto and products thereof and all
documents and documents of title relating to or covering any of the foregoing or
any other assets ("Documents") (any and all such inventory, accessions, products
and Documents being the "Inventory");
c. All accounts, accounts receivable, deposit accounts, cash
or cash equivalents, contract rights, chattel paper, instruments, acceptances,
drafts, general intangibles, payment intangibles, letter-of-credit rights,
commercial torts claims, deposit accounts, consignments, promissory notes and
other obligations of any kind, whether or not arising out of or in connection
with the sale or lease of goods or the rendering of services, together with all
ledger sheets, files, records and documents relating to any of the foregoing,
including all computer records, programs, storage media and computer software
useful or required in connection therewith (the "Receivables"), and all rights
now or hereafter existing in and to all security agreements, leases, and other
contracts securing or otherwise relating to any such Receivables, and any and
all such leases, security agreements and other contracts (the "Related
Contracts");
d. All rights under all contracts or agreements to which
Company is a party (other than contracts or agreements entered into prior to the
date of this Agreement which by their terms expressly prohibit the granting of
any lien, charge, claim or encumbrance of any nature whatsoever ("Lien")
thereon; all contracts and agreements entered into by Company during the term of
this Agreement shall permit the attachment of the Lien provided for under this
Agreement);
e. All trademarks, trade names, trade styles, service marks,
prints and labels on which said trademarks, trade names, trade styles and
service marks have appeared or appear, designs and general intangibles of like
nature, now existing or hereafter adopted, all right, title and interest therein
and thereto, and all registrations and recordings thereof, including, without
limitation, applications, registrations and recordings in the United States
Patent and Trademark Office or in any similar office or agency of the United
States, any State thereof, or any other country or any political subdivision
thereof, together with the goodwill associated therewith, and all reissues,
amendments, extensions or renewals thereof and all licenses thereof (the
"Trademarks");
f. All copyrights, copyrighted works or any item which
embodies such copyrighted work of the United States or any other country, all
applications therefor, all right, title and interest therein and thereto, and
all registrations and recordings thereof, including, without limitation,
applications, registrations and recordings in the United States Copyright Office
or in any similar office or agency of the United States, any State thereof or
any other country or any political subdivision thereof, and all derivative
works, extensions or renewals thereof (the "Copyrights");
g. All letters patent of the United States or any other
country, and all applications therefor, all right, title and interest therein
and thereto, and all registrations and recordings thereof, including, without
limitation, applications, registrations and recordings in the United States
Patent and Trademark Office or in any similar office or agency of the United
States, any State thereof or any other country or any political subdivision
thereof, and all reissues, continuations, divisionals, continuations-in-part or
extensions thereof and all licenses thereof (the "Patents");
8. All other tangible and intangible personal property
and fixtures;
9. The Stock of the Subsidiaries of the
Company as listed on Schedule 3 to this Agreement.
Such stock certificates of the Subsidiaries will be
delivered to XxXxxx at the execution of this
Agreement.
j. All proceeds of any and all of the foregoing Collateral
(including, without limitation, proceeds which constitute property of the types
described in clauses (a) through (i) of this Section 1) and, to the extent not
otherwise included, all payments under insurance (whether or not XxXxxx is the
loss payees thereof), or any indemnity, warranty or guaranty, payable by reason
of loss or damage to or otherwise with respect to any of the foregoing items.
All of the terms used in the above definition of Collateral
shall have the meanings given to such terms under the Uniform Commercial Code of
the applicable jurisdiction as amended from time to time.
2. Security for Obligations. Subject to any prior secured interest in
the Collateral, the Collateral secures the obligations under the New Loan
Agreement.
3. Company Remains Liable. Anything herein to the contrary
notwithstanding, (a) Company shall remain liable under the contracts and
agreements 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
Security Agreement had not been executed, (b) the exercise by XxXxxx of any of
the rights hereunder shall not release Company from any of its duties or
obligations under the contracts and agreements included in the Collateral, and
(c) XxXxxx shall not have any obligation or liability under the contracts and
agreements included in the Collateral by reason of this Security Agreement, nor
shall XxXxxx be obligated to perform any of the obligations or duties of Company
thereunder or to take any action to collect or enforce any claim for payment
assigned hereunder.
4. Representations and Warranties. Company represents and warrants to
XxXxxx as follows:
a. All of the Equipment and Inventory (i) were acquired in the
ordinary
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course of business and (ii) are located at the places specified in Schedule 1
hereto. The chief place of business and chief executive office of Company and
the office where Company keeps its records concerning Receivables are located at
the address specified on Schedule 1 hereto. None of the Receivables is evidenced
by a promissory note or other instrument.
b. Company owns the Collateral free and clear of any Lien,
except for (i) the security interest created by this Security Agreement, and
(ii) capital leases obligations of approximately $75,000.
c. Company conducts no business under any name or trade name
other than its proper corporate name except as set forth on Schedule 2.
d. Company has exclusive possession and control of the
Equipment and Inventory.
e. All of Company's material Related Contracts are in full
force and effect, and Company and, to Company's knowledge, the other persons to
each such Related Contract have performed in all material respects their
respective obligations under each such Related Contract.
f. Schedule 2 sets forth a complete and correct list of all
Patents, Trademarks and Copyrights owned by Company on the date hereof. Company
has the right to use all Patents, Trademarks, and Copyrights and all computer
programs and other rights, free from materially burdensome restrictions, which
are necessary for the operation of its business as presently conducted. There is
not pending or threatened any claim or litigation against or affecting Company
contesting the validity of any of the Patents, Trademarks or Copyrights or
computer program or other right.
g. This Security Agreement creates a valid Lien in the
Collateral, securing the obligations under the New Loan Agreement, and all other
actions necessary or desirable to perfect and protect such security interest
have been duly taken.
h. No authorization, approval or other action by, and no
notice to or filing with, any governmental or regulatory agency or authority is
required (i) for the grant by Company of the security interest granted hereby or
(ii) for the execution, delivery or performance of this Security Agreement by
Company or (iii) for the perfection of or the exercise by XxXxxx of its rights
and remedies hereunder.
5. Further Assurances.
a. Company agrees that from time to time, at the expense of
Company, Company will promptly execute and deliver all further instruments and
documents, and take all further action, that may be necessary or desirable, or
that XxXxxx may reasonably
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request, in order to perfect and protect any security interest granted or
purported to be granted hereby or to enable XxXxxx to exercise and enforce its
rights and remedies hereunder with respect to any Collateral. Without limiting
the generality of the foregoing, Company will: (i) xxxx conspicuously each
document and agreement included in the Collateral and, at the request of XxXxxx,
each of its records pertaining to the Collateral with a legend, in form and
substance satisfactory to XxXxxx indicating that such Collateral is subject to
the security interest granted hereby; (ii) if any Receivable shall be evidenced
by a promissory note or other instrument or chattel paper, deliver such
promissory note or other instrument or chattel paper to XxXxxx duly endorsed and
accompanied by duly executed instruments of transfer or assignment, all in form
and substance satisfactory to XxXxxx; and (iii) execute and file such financing
or continuation statements, or amendments thereto, and such other instruments or
notices, as may be necessary or desirable, or as XxXxxx may request, in order to
perfect and preserve the security interest granted or purported to be granted
hereby.
b. Company hereby authorizes XxXxxx to file one or more
financing or continuation statements, and amendments thereto, relative to all or
any part of the Collateral without the signature of Company where permitted by
law. A carbon, photographic or other reproduction of this Security Agreement or
any financing statement covering the Collateral or any part thereof shall be
sufficient as a financing statement where permitted by law.
c. Company will furnish to XxXxxx from time to time statements
and schedules further identifying and describing the Collateral and such other
reports in connection with the Collateral as XxXxxx may reasonably request, all
in reasonable detail.
d. Company will defend the Collateral against all claims and
demands of all persons (other than XxXxxx) claiming an interest therein. Company
will pay promptly when due all property and other taxes, assessments and
governmental charges or levies imposed upon, and all claims (including claims
for labor, materials and supplies) against, the Collateral, except to the extent
where there is a good faith contest to the validity thereof. In connection with
any such good faith contest Company will, at the request of XxXxxx, promptly
provide a bond, cash deposit or other security reasonably satisfactory to
protect the security interest of XxXxxx should such good faith contest be
unsuccessful.
x. XxXxxx acknowledges that to the extent required by any bank
or lender providing purchase money financing to Company (each a "Bank", and
together the "Banks"), the obligations under the New Loan Agreement will be
junior in payment to all amounts due pursuant to secured loans made by such
Bank(s) to Company. XxXxxx shall enter into such subordination agreements as may
be reasonably requested by any such Bank or Banks.
6. As to Equipment, Inventory and Trademarks. Company shall:
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a. Keep the Equipment and Inventory (other than Inventory sold
in the ordinary course of business) at the places therefor specified in Schedule
1 hereto or, upon 30 days' prior written notice to XxXxxx, at such other places
in jurisdictions where all action required by Section 5 shall have been taken
with respect to the Equipment and Inventory;
b. Cause the Equipment necessary for the conduct of its
business to be maintained and preserved in the same condition, repair and
working order as when new, ordinary wear and tear excepted, and shall forthwith,
or in the case of any loss or damage to any of the Equipment as quickly as
practicable after the occurrence thereof, make or cause to be made all repairs,
replacements, and other improvements in connection therewith which are necessary
or desirable to such end;
c. Permit XxXxxx or any agent thereof to have access to the
Inventory and Equipment for purposes of inspection during normal business hours
and upon reasonable notice to Company;
d. Promptly notify XxXxxx in writing of any material loss or
damage to the Inventory or Equipment;
e. Not sell, assign, lease, mortgage, transfer or otherwise
dispose of any interest in the Inventory or Equipment, except in the ordinary
course of business;
f. Not use or permit the Inventory or Equipment to be used for
any unlawful purpose or in violation of any law or for hire;
g. Not permit the Equipment to become a part of or to be
affixed to any real property of any person;
h. Advise XxXxxx of all Trademarks, Patents and Copyrights or
applications for or registration of the same, created or obtained by Company on
or after the date of this Security Agreement; and
i. Take all reasonable steps to maintain and enforce the
Trademarks, Patents and Copyrights material to the conduct of its business,
including but not limited to (1) payment of all fees, (2) prosecuting infringers
if failure to do so would materially and adversely affect the business of
Company and (3) diligently pursuing any application or registration material to
the business of Company.
7. Insurance.
a. Company shall, at its own expense, maintain insurance with
respect to the Equipment and Inventory in such amounts, against such risks, in
such form and with such insurers, as is reasonable for a company of like size
and like business.
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b. Reimbursement under any liability insurance maintained by
Company pursuant to this Section 7 may be paid directly to the person who shall
have incurred liability covered by such insurance. In case of any loss involving
damage to Equipment or Inventory when subsection (c) of this Section 7 is not
applicable, Company shall make or cause to be made the necessary repairs to or
replacements of such Equipment or Inventory, and any proceeds of insurance
maintained by Company pursuant to this Section 7 shall be paid to Company as
reimbursement for the costs of such repairs or replacements.
c. Upon the occurrence of an Event of Default under the New
Loan Agreement, the New Note or herein (an "Event of Default"), all insurance
payments in respect of such Equipment or Inventory shall be paid to XxXxxx.
8. As to Receivables.
a. Company shall keep the Receivables at its chief place of
business and chief executive office and the office where it keeps its records
concerning the Receivables, at the location therefor specified in Schedule 1
hereto or, upon 30 days' prior written notice to XxXxxx, at such other locations
in a jurisdiction where all action required by Section 5 shall have been taken
with respect to Receivables. Company will hold and preserve such records and
will permit representatives of XxXxxx to inspect and make abstracts from such
records.
b. Except as otherwise provided in this subsection (b),
Company shall continue to collect, at its own expense, all amounts due or to
become due to Company under the Receivables. In connection with such
collections, Company may take (and, at the discretion of XxXxxx, shall take)
such action as Company or XxXxxx may deem necessary or advisable to enforce
collection of the Receivables; provided, however, that XxXxxx shall have the
right at any time, upon the occurrence and during the continuance of an Event of
Default under the New Loan Agreement, the New Note or herein, upon written
notice to Company of its intention to do so, to notify the account debtors or
obligors under any Receivables of the assignment of such Receivables to XxXxxx
and to direct such account debtors or obligors to make payment of all amounts
due or to become due to Company thereunder directly to XxXxxx and, upon such
notification and at the expense of Company, to enforce collection of any such
Receivables, and to adjust, settle or compromise the amount or payment thereof,
in the same manner and to the same extent as Company might have done. After
receipt by Company of the notice from XxXxxx referred to in the proviso to the
preceding sentence and as long as there is an Event of Default under the New
Loan Agreement, the New Note or herein, (i) all amounts and proceeds (including
instruments) received by Company in respect of the Receivables shall be received
in trust for the benefit of XxXxxx hereunder, shall be segregated from other
funds of Company and shall be forthwith paid over to XxXxxx in the same form as
so received (with any necessary endorsement) to be held as cash collateral, or
be applied as provided by Section 13(b), as determined by XxXxxx, and (ii)
Company shall not adjust,
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settle or compromise the amount or payment of any Receivable, or release wholly
or partly any account debtor or obligor thereof, or allow any credit or discount
thereon, other than any discount allowed for prompt payment.
9. Transfer and Other Liens. Company shall not:
a. Sell, assign (by operation of law or otherwise) or
otherwise dispose of any of the Collateral, except in the ordinary course of
business.
b. Except for purchase money financing liens in the ordinary
course of business or statutory liens in the ordinary course of business, create
or suffer to exist any Lien upon or with respect to any of the Collateral to
secure debt of any person.
10. XxXxxx Appointed Attorney-in-Fact. Company hereby irrevocably
appoints XxXxxx as Company's attorney-in-fact, with full authority in the place
and stead of Company and in the name of Company, XxXxxx or otherwise, to, after
the occurrence and during the continuance of an Event of Default under the New
Loan Agreement, the New Note or herein, take any action and to execute any
instrument which XxXxxx may deem necessary or advisable to accomplish the
purposes of this Security Agreement, including, without limitation:
a. to obtain and adjust insurance required to be paid to
XxXxxx pursuant to Section 7;
b. to ask, demand, collect, xxx for, recover, compromise,
receive and give acquittance and receipts for moneys due and to become due under
or in respect of any of the Collateral;
c. to receive, endorse, assign, and collect any and all
checks, notes, drafts and other negotiable and non-negotiable instruments,
documents and chattel paper, in connection with clause (a) or (b) above, and
Company waives notice of presentment, protest and non-payment of any instrument,
document or chattel paper so endorsed or assigned;
d. to file any claims or take any action or institute any
proceedings which XxXxxx may xxxx necessary or desirable for the collection of
any of the Collateral or otherwise to enforce the rights of XxXxxx with respect
to any of the Collateral; and
e. to sell, transfer, assign or otherwise deal in or with the
Collateral or the proceeds or avails thereof, as fully and effectually as if
XxXxxx were the absolute owner thereof.
Company hereby ratifies and approves all acts, other than
those which result from XxXxxx'x gross negligence or willful misconduct, of
XxXxxx, as its attorney in-fact,
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pursuant to this Section 10; and XxXxxx, as its attorney in-fact, will not be
liable for any acts of commission or omission, nor for any error of judgment or
mistake of fact or law other than those which result from XxXxxx'x xxxxx
negligence or willful misconduct. This power, being coupled with an interest, is
irrevocable so long as this Security Agreement remains in effect.
Company also authorizes XxXxxx, at any time and from time to
time, after the occurrence and during the continuance of an Event of Default
under the New Loan Agreement, the New Note or herein, to communicate in its own
name with any party to any contract, agreement or instrument included in the
Collateral with regard to the assignment of such contract, agreement or
instrument and other matters relating thereto.
11. XxXxxx May Perform. If Company fails to perform any agreement
contained herein, XxXxxx may itself perform, or cause performance of, such
agreement, and the expenses of XxXxxx incurred in connection therewith shall be
payable by Company under Section 14(b).
12. XxXxxx'x Duties. The powers conferred on XxXxxx hereunder are
solely to protect its interest in the Collateral and shall not impose any duty
upon it to exercise any such powers. Except for the safe custody of any
Collateral in its possession and the accounting for moneys actually received by
it hereunder, XxXxxx shall not have any duty as to any Collateral or as to the
taking of any necessary steps to preserve rights against prior parties or any
other rights pertaining to any Collateral.
13. Remedies. If any Event of Default shall have occurred under the
Loan Agreement, the New Note or herein, then during the continuance of such
Event of Default:
x. XxXxxx may exercise in respect of the Collateral, in
addition to other rights and remedies provided for herein or otherwise available
to it, all the rights and remedies of a XxXxxx on default under the Uniform
Commercial Code (the "Code") (whether or not the Code applies to the affected
Collateral) and also may (i) require Company to, and Company hereby agrees that
it will at its expense and upon the request of XxXxxx forthwith, assemble all or
part of the Collateral as directed by XxXxxx and make it available to XxXxxx at
a place to be designated by XxXxxx which is reasonably convenient to both
parties and (ii) to enter the premises where any of the Collateral is located
and take and carry away the same, by any of its representatives, with or without
legal process, to XxXxxx'x place of storage, and (iii) without notice except as
specified below, sell the Collateral or any part thereof in one or more parcels
at public or private sale, at any of XxXxxx'x offices or elsewhere, for cash, on
credit or for future delivery and upon such other terms as XxXxxx may deem
commercially reasonable. Company agrees that, to the extent notice of sale shall
be required by law, at least five (5) days' notice to Company of the time and
place of any public or private sale is to be made shall constitute reasonable
notification. XxXxxx shall not be obligated to make any sale of Collateral
regardless of notice of sale having been given. XxXxxx may adjourn any public or
private
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sale from time to time by announcement at the time and place fixed
therefor, and such sale may, without further notice, be made at the time and
place it was so adjourned.
b. All cash proceeds received by XxXxxx in respect of any sale
of, collection from, or other realization upon all or any part of the Collateral
may, in the discretion of XxXxxx, be held by XxXxxx as collateral for, and/or
then or at any time thereafter applied (after payment of any amounts payable to
XxXxxx pursuant to Section 14) in whole or in part by XxXxxx against, all or any
part of the obligations under the New Loan Agreement and the New Note in such
order as XxXxxx shall elect. Any surplus of such cash or cash proceeds held by
XxXxxx and remaining after the obligations under the New Loan Agreement and the
New Note have been satisfied shall be paid over to Company. If the proceeds of
the sale of the Collateral are insufficient to satisfy the obligations under the
New Loan Agreement, the Company agrees to pay upon demand any deficiency to
XxXxxx.
14. Indemnity and Expenses.
a. Company agrees to indemnify XxXxxx from and against any and
all claims, losses and liabilities arising out of or resulting from this
Security Agreement (including, without limitation, enforcement of this Security
Agreement), except claims, losses or liabilities resulting from XxXxxx'x gross
negligence or willful misconduct.
b. Company will upon demand pay to XxXxxx the amount of any
and all expenses, including the reasonable fees and out of pocket disbursements
of its counsel and of any experts and agents, which XxXxxx may incur in
connection with (i) filing or recording fees incurred in connection with this
Security Agreement, (ii) the custody, preservation, use or operation of, or the
sale of, collection from, or other realization upon, any of the Collateral,
(iii) the exercise or enforcement of any of the rights of XxXxxx, or (iv) the
failure by Company to perform or observe any of the provisions hereof. XxXxxx
shall not be liable to Company for damages as a result of delays, temporary
withdrawals of the Equipment from service or other causes other than those
caused by XxXxxx'x xxxxx negligence or willful misconduct.
15. Continuing Security Interest. This Security Agreement shall create
a continuing security interest in the Collateral and shall (a) remain in full
force and effect until satisfaction of the obligations under the New Loan
Agreement and the New Note, (b) be binding upon Company, its successors and
assigns, and (c) inure to the benefit of XxXxxx and its successors, transferees
and assigns. Upon the satisfaction of all obligations under the New Loan
Agreement and the New Note, the security interest granted hereby shall terminate
and all rights to the Collateral shall revert to Company. Upon any such
termination, XxXxxx will, at Company's expense, execute and deliver to Company
such Uniform Commercial Code termination statements and such other documentation
as Company shall reasonably request to effect the termination and release of the
Liens on the Xxxxxxxxxx.
00
00. No Third-Party Beneficiaries. This Security Agreement shall not
confer any rights or remedies upon any person other than the parties and their
respective successors and permitted assigns.
17. Entire Agreement. This Security Agreement (including the documents
referred to herein) constitutes the entire agreement among the parties and
supersedes any prior understandings, agreements, or representations by or among
the parties, written or oral, to the extent they have related in any way to the
subject matter hereof.
18. Succession and Assignment. This Security Agreement shall be binding
upon and inure to the benefit of the parties named herein and their respective
successors and permitted assigns. No party may assign the New Loan Agreement,
this Security Agreement, or any of the rights, interests, or obligations
thereunder or hereunder without the prior written approval of the other party.
19. Counterparts. This Security Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
20. Headings. The section headings contained in this Security Agreement
are inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Security Agreement.
21. Notices. All notices, requests, demands, claims, and other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other communication hereunder shall be deemed duly given if (and then two
business days after) it is sent by registered or certified mail, return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:
If to Company: Copy to:
Visual Data Corporation Xxxxxx & Xxxx, P.A.
0000 XX 00xx Xxxxxx Xxxxx 0000
Xxxxxxx Xxxxx, Xxxxxxx 00000 000 Xxxx Xxx Xxxx Xxxxxxxxx
Facsimile: (000) 000-0000 Xxxx Xxxxxxxxxx, XX 00000
Attn: Xxxxx Xxxxxx Facsimile: (000) 000-0000
Attn: Xxxx X. Xxxxxxxxx, Esq.
If to XxXxxx: Copy to:
Xxxxxxxxx X. XxXxxx Legal Department
c/o Doctor's Associates, Inc. Doctor's Associates,Inc.
000 Xxx Xxxxx 000 Xxx Xxxxx
00
Xxxxxxx, Xxxxxxxxxxx 00000 Xxxxxxx, Xxxxxxxxxxx 00000
Attn: (000) 000-0000
Any party may send any notice, request, demand, claim, or other communication
hereunder to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service,
telecopy, ordinary mail, or electronic mail), but no such notice, request,
demand, claim, or other communication shall be deemed to have been duly given
unless and until it actually is received by the intended recipient. Any party
may change the address to which notices, requests, demands, claims, and other
communications hereunder are to be delivered by giving the other parties notice
in the manner herein set forth.
22. Governing Law. This Security Agreement shall be governed by and
construed in accordance with the domestic laws of the State of Florida and any
action shall be brought in a federal or state court located in Broward County,
Florida.
23. Amendments and Waivers. No amendment of any provision of this
Security Agreement shall be valid unless the same shall be in writing and signed
by both Company and XxXxxx. No waiver by any party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.
24. Severability. Any term or provision of this Security Agreement that
is invalid or unenforceable in any situation in any jurisdiction shall not
affect the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or provision in
any other situation or in any other jurisdiction.
25. Construction. The parties have participated jointly in the
negotiation and drafting of this Security Agreement. In the event an ambiguity
or question of intent or interpretation arises, this Security Agreement shall be
construed as if drafted jointly by the parties and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship
of any of the provisions of this Security Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Security
Agreement on the date first above written.
Visual Data Corporation
By: /S/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: President
/s/ Xxxxxxxxx X. XxXxxx
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Xxxxxxxxx X. XxXxxx
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