EXHIBIT 10.1
--------------------------------------------------------------------------------
STOCK PURCHASE AGREEMENT
DATED AS OF JUNE 22, 2001
by and among
Xxx Xxxxx
and
TM CAPITAL PARTNERS, LLC.
--------------------------------------------------------------------------------
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT (this "Agreement") dated as of June 22, 2001,
by and among Xxx Xxxxx 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 Irving 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, Purchaser shall pay to Seller
the amount of $5,000 (the "Purchase Price") and the Seller shall deliver the
Stock 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 June 22, 2001. Such time and date are herein referred
to as the "Closing Date."
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 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, 2000, 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 March 31, 1999, 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. The Company has no outstanding indebtedness of
any kind (including contingent obligations, tax assessments and unusual
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 Person against the
Company.
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
REPRESENTATIONS OF PURCHASER
Purchaser represents and warrants as follows:
Section 3.1 EXISTENCE AND GOOD STANDING OF PURCHASER; AUTHORIZATION.
(a) Intentionally left blank.
(b) 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 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, (b) 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 (c) 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.
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 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.
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 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.
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.
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
Section 2.11, which shall survive for five years after the Closing Date.
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 or warranty 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 or warranty 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 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 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, to it at:
00 Xxxxx Xxxx Xxxx
XXX 000
Xxxxx Xxx, XX X0X 0X0
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.
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:
/s/ Xxx Xxxxx
-----------------------------------
Xxx Xxxxx
SELLER:
TMCAPITAL PARTNERS, LLC
By: /s/ Xxxx Xxxxxxxxx
-----------------------------------
Xxxx Xxxxxxxxx,
Managing Director
