EXHIBIT 10(B)
WARRANTY XXXX OF SALE
THIS WARRANTY XXXX OF SALE dated as of March 5, 1998 (the "Xxxx of
Sale") is given by Gator Telecom, Inc., a Florida corporation ("Grantor"), to
Guardian International, Inc., a Nevada corporation ("Grantee").
RECITALS
A. Grantor, Grantee, Xxx Xxxxxxxx and Xxxxx Xxxxxxxx have entered into
an Asset Purchase Agreement (the "Asset Agreement") dated as of March 5, 1998
which provides, among other things, for the assignment and transfer of the
Acquired Assets from Grantor to Grantee.
B. Capitalized terms not otherwise defined in this Xxxx of Sale shall
have the meanings given to them in the Asset Agreement.
XXXX OF SALE
1. Grantor hereby sells, transfers and delivers to Grantee and
Grantee's legal representatives, successors and assigns the Acquired Assets.
2. Grantor represents and warrants as follows:
(a) Grantor is the lawful owner of the Acquired Assets;
(b) The Acquired Assets are free from all encumbrances
except as specified in this Xxxx of Sale;
(b) Grantor has an unfettered right to sell the Acquired
Assets; and
(c) Grantor will defend the sale of the Acquired Assets
to the Grantee and its legal representatives,
successors and assigns against the lawful claims and
demands of all Persons.
3. Except as expressly set forth herein, the Acquired Assets are sold,
transferred and delivered in "As Is" condition and Grantor makes no warranties
regarding the Acquired Assets and expressly disclaims all warranties of
merchantability or fitness for a particular purpose.
IN WITNESS WHEREOF, the Grantor has executed this Warranty Xxxx of Sale
as of the day and year first written above.
In the presence of:
GATOR TELECOM, INC.
/s/ XXXXX XXXXXXXXXXX
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Name: Xxxxx Xxxxxxxxxxx By: /s/ XXX XXXXXXXX
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Xxx Xxxxxxxx, President
/s/ XXXXXX XXXXXXXXXX
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Name: Xxxxxx Xxxxxxxxxx
XXXXX XX XXXXXXX
XXXXXX XX XXXXXXXXXXXX
Xx this 9 day of March, 1998, before me personally appeared Xxx
Xxxxxxxx, as President of Gator Telecom, Inc., who is personally known to me or
produced a driver's license as identification, and he acknowledged before me
that he executed the above Warranty Xxxx of Sale, in his capacity as President
of Gator Telecom, Inc., as his free act and deed and that he did take an oath.
/s/ XXXXX XXXXXXXX
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Notary Public
Printed Name: Xxxxx X. Xxxxxxxx
My Commission Expires: 3/10/98
