EXHIBIT 10.1
STOCK PURCHASE AND SALE AGREEMENT
THIS AGREEMENT is entered into this __ day of December, 2009 by and between Xxxx
Xxxxxxxxxx, a New Jersey resident located at 00 Xxxxxxxx Xxxxxx Xxxxxxxxxx, XX
00000 (the "Buyer"), Xxxxxxxx Xxxxxx, a Florida resident located at 0000
Xxxxxxxxxx Xx. Xxxx Xxxxx, XX 00000 and those selling shareholders including the
Xxxxxx Family Spendthrift Trust as set forth on Exhibit A (the "Sellers") and
Beta Music Group, Inc., a Florida corporation with an address of 0000 Xxxxxxxxxx
Xx. Xxxx Xxxxx, XX 00000 ("the Company")
RECITALS
WHEREAS, the Sellers are the beneficial owners of 13,711,676 shares (the
"Securities") of common stock of the Company which represents approximately 82.8
% of the issued and outstanding shares of common stock of the Company; and
WHEREAS, Sellers desire to sell and transfer to Buyer and Buyer desires to
purchase in accordance with the terms and conditions set forth herein, a total
of 13,711,676 for shares of common stock out of the total 16,555,315 issued and
outstanding shares of common stock in the Company; and
WHEREAS, it is in the best interest of the Company and its continued operations
to enter into this transaction.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties intending to be legally bound agree as
follows:
ARTICLE I
DEFINITIONS
For purposes of this Agreement, the following terms have the meanings specified
or referred to in this Article 1: -
"Best Efforts"--the efforts that a prudent Person desirous of achieving a result
would use in similar circumstances to ensure that such result is achieved as
expeditiously as possible, provided, however, that an obligation to use Best
Efforts under this Agreement does not require the Person subject to that
obligation to take actions that would result in a materially adverse change in
the benefits to such Person of this Agreement and the Contemplated Transactions.
"Breach"--a "Breach" of a representation, warranty, covenant, obligation, or
other provision of this Agreement or any instrument delivered pursuant to this
Agreement will be deemed to have occurred if there is or has been (a) any
inaccuracy in or breach of, or any failure to perform or comply with, such
representation, warranty, covenant, obligation, or other provision, or (b) any
claim (by any Person) or other occurrence or circumstance that is or was
inconsistent with such representation, warranty, covenant, obligation, or other
provision, and the term "Breach" means any such inaccuracy, breach, failure,
claim, occurrence, or circumstance.
1
"Default"- the failure to pay any portion of the Purchase Price within the time
frame set forth in this Agreement or the failure to deliver the common stock as
required in the agreement.
"Proceeding"--any action, arbitration, audit, hearing, investigation,
litigation, or suit (whether civil, criminal, administrative, investigative, or
informal) commenced, brought, conducted, or heard by or before, or otherwise
involving, any Governmental Body or arbitrator.
"Threatened"--a claim, Proceeding, dispute, action, or other matter will be
deemed to have been "Threatened" if any demand or statement has been made
(orally or in writing) or any notice has been given (orally or in writing), or
if any other event has occurred or any other circumstances exist, that would
lead a prudent Person to conclude that such a claim, Proceeding, dispute,
action, or other matter is likely to be asserted, commenced, taken, or otherwise
pursued in the future.
ARTICLE II
PURCHASE AND SALE OF SECURITIES AND SECURITY
Section 2.1 SALE OF SECURITIES: Subject to the terms and conditions set forth in
this Agreement, Sellers shall transfer and convey the Securities to Buyer, free
and clear of any and all liens, claims, and encumbrances, except for any
restrictive legends appearing on any of the stock certificates.
Section 2.2 CONSIDERATION:
(a) As payment for the transfer of the Securities by Sellers to Buyer, Buyer
shall deliver the sum of Two Hundred Thousand Dollars ($200,000) (the "Purchase
Price"), and Sellers shall deliver the Securities (13,711,676 shares) to the
escrow agent.
It is agreed and understood that the Sellers shall not be required to transfer
any portion of the Securities unless and until the required consideration has
been paid in full.
Section 2.3 ESCROW: All funds and share certificates shall be delivered to
Xxxxxxx Xxxxx, Esq. who shall serve as the "Escrow Agent". Prior to Closing,
Buyer shall deposit by wire transfer Two Hundred Thousand Dollars ($200,000)
with the Escrow Agent as set forth in Exhibit B with instructions that such sum
be distributed at Closing. In addition, the Sellers shall execute this Agreement
and deposit with the Escrow Agent 13,711,676 shares of common stock. All share
certificates to be delivered with medallion signature guaranteed stock powers
for transfer of such shares to Buyer with instructions for delivery upon
Closing.
ARTICLE III
PRECONDITIONS TO CLOSING/DUE DILIGENCE
Section 3.1 CONDITIONS TO CONSUMMATION OF THE TRANSACTION: The respective
obligations of the parties with respect to this Transaction shall
2
be subject to satisfaction of conditions customary to transactions of this
type, including without limitation,
(a) execution of this Stock Purchase Agreement by all parties;
(b) absence of pending or threatened litigation, investigations or other matters
affecting the Sellers, the Buyer or the Transaction; and
(c) satisfactory completion by the Buyers and the Sellers of due diligence
investigation of the other party.
Section 3.2 DUE DILIGENCE: Buyer shall be provided with access to the Companies
books, records, financial statements, shareholder lists and other information as
may reasonably be necessary to complete due diligence.
Section 3.3 CONDITIONS PRECEDENT TO BUYERS OBLIGATION TO CLOSE: Buyers
obligation to purchase the Securities and to take the other actions required to
be taken by Buyer at the Closing is subject to the satisfaction, at or prior to
the Closing, of each of the following conditions (any of which may be waived by
Buyer, in whole or in part):
(a) All representations and warranties of Sellers contained herein being true at
the time of Closing.
(b) Since the date of this Agreement, there must not have been commenced or
threatened against Buyer, or against any person affiliated with Buyer, any
Proceeding involving any challenge to, or seeking damages or other relief in
connection with the contemplated Transaction, or that may have the effect of
preventing, delaying, making illegal, or otherwise interfering with the
contemplated transactions.
Section 3.4 CONDITIONS PRECEDENT TO SELLERS OBLIGATION TO CLOSE: Seller's
obligation to sell the Securities and to take the other actions required to be
taken by the Sellers at Closing are subject to the satisfaction, at or prior to
the Closing, of each of the following conditions (any of which may be waived by
Sellers, in whole or in part):
(a) All representations and warranties of Buyer contained herein being true at
the time of Closing;
(b) Buyer shall have tendered the consideration as specified for Closing
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLERS
Sellers represent and warrant that at the time of the execution of this
Agreement:
Section 4.1 MARKETABLE TITLE: The Sellers shall convey to Buyer good and
marketable title in and to the Securities, free and clear of any and all liens,
claims and encumbrances, including, but not limited to, any and all
3
pledges and security interests, and all other defects of title of any type
whatsoever except for any restrictive legends which may appear on certain
certificates as more fully set forth in Exhibit A.
Section 4.2 AUTHORITY: The Sellers have the right, power, legal capacity and
authority to enter into and perform its respective obligations under this
Agreement and no approvals or consents of any persons or entities are necessary
in connection with it;
Section 4.3 OUTSTANDING CLAIMS, SUITS OR ACTIONS: Sellers, individually and
jointly are not aware of any outstanding claims, suits or actions or potential
claims, suits or actions in connection with the contemplated sale of the common
stock.
Section 4.4 CONTRACTS: The Sellers are not party to any agreement, contract, or
understanding, oral or written, express or implied, which would prevent them
from lawfully entering into this Agreement or which would create an obligation
upon any of them as a result of this transaction. Sellers have no contract with
a business broker and are not obligated to pay a business broker a commission as
a result of this Transaction.
Section 4.5 NO IMPLIED WARRANTIES OR REPRESENTATIONS: Except as set forth
herein, the Sellers have made no other representations or warranties to the
Buyers with respect to the Securities or the transaction.
ARTICLE V
REPRESENTATION AND WARRANTIES OF THE BUYERS
The Buyers represents and warrants that:
Section 5.1 The Buyer is a sophisticated investor. The Buyer has the financial
ability to pay the consideration required at Closing and to bear the economic
risk of this investment in the Company, has adequate means for providing for the
current needs and contingencies of the Buyer and has no need for immediate
liquidity with respect to the investment in the Company.
Section 5.2 The Buyer:
(a) has evaluated the risks of a purchase of the Securities and have relied
solely upon their own investigation of the Company and the information and
representations made by the Sellers and the Company contained herein this
Agreement and any written information and documents provided to Buyer by the
Sellers and/or the Company;
(b) has been given the opportunity to ask questions of, and receive answers
from, the Company and Sellers concerning the terms and conditions of the
Securities and other matters pertaining to this investment, and has been given
the opportunity to obtain such additional information necessary to verify the
accuracy of the information contained in any documents provided in order for the
Buyer to evaluate the merits
4
and risks of the purchase of the Securities to the extent the Company or Sellers
possess such information or could acquire it without unreasonable efforts or
expense, and have not been furnished with any other offering literature upon
which the Buyer has relied;
(c) has not been furnished by Sellers with any oral or written representation or
oral or written information upon which the Buyer has relied in connection with
the offering of the Securities that is not contained, or referred to, in this
Agreement;
(d) has investigated the acquisition of the Securities to the extent the Buyers
have deemed necessary or desirable and the Company or Seller has provided the
Buyer with any assistance the Buyers have requested in connection herewith;
(e) has agreed that such shares are restricted pursuant to Rule 144 and
therefore subject to Rule 144 resale requirements;
(f) has determined that the Securities are a suitable investment for the Buyer
and that at this time the Buyer can bear a complete loss of an investment in the
Securities purchased hereby; and
(g) is experienced in transactions involving the purchase of securities and
obtaining control of companies such as the Company.
Section 5.3 The Buyer is not relying on the Sellers, or the Company, or any of
its affiliates, or this Agreement, with respect to the Buyers' tax consequences
with respect to the Buyers' purchase of the Securities.
Section 5.4 The Buyer is aware that no federal or state agency has passed upon
the Securities or made any finding or determination as to the fairness of this
investment.
Section 5.5 The Buyer is an individual over the age of 18 years old and is
empowered, authorized and qualified to purchase the Securities, in the manner
contemplated in this Agreement.
Section 5.6 The Buyer has the right, power, legal capacity and authority to
enter into and perform its obligations under this Agreement and no approvals or
consents of any persons or entities are necessary in connection with such
actions.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF COMPANY
Section 6.1 LIABILITIES: As of the date of closing, there shall be no
outstanding liabilities
Section 6.2 FINANCIAL INFORMATION: The Company has delivered all requested
financial information and such financial information when taken together
5
as a whole is true, complete, correct, and accurate, and there has been no
material change in the financial condition of the Company since the most recent
financial information provided.
ARTICLE VII
SPECIFIC CONTRACTS AND AGREEMENTS
CONDUCT OF BUSINESS/CONFIDENTIALITY
Section 7.1 CERTAIN CONTRACTS CANCELLED: As of the date of Closing certain
contracts and agreements, whether oral or written, by and between the Sellers
and the Buyer shall be deemed cancelled and terminated and neither Sellers nor
Buyer shall have any further rights or obligations there under. In particular:
(a) Any employment agreements, stock purchase agreements, stock option
agreements, convertible instruments and outstanding warrants of any kind
whatsoever, by and between, or among, the Sellers and the Company; and
(b) Any loan agreements, expense reimbursement agreements, payment agreements,
or monetary agreements of any kind whatsoever, by and between or among, the
Sellers and the Company.
Section 7.2 RESIGNATION FROM BOARD OF DIRECTORS, OFFICER POSITIONS AND
EMPLOYMENT: Immediately following Closing, Xxxxxxxx Xxxxxx, Francisco Del and
Xxxxxxxx Xxxxxxx shall resign their positions on the Board of Directors and
Buyer shall have the right to replace Xxxxxxxx Xxxxxx, Francisco Del and
Xxxxxxxx Xxxxxxx as Directors of the Company with Xxxxx Xxxxxxxxxx. Immediately
following Closing, Xxxxxxxx Xxxxxx shall resign her position as Officer of the
Company and Buyer shall have the right to replace Xxxxxxxx Xxxxxx as Officer of
the Company with Xxxxx Xxxxxxxxxx.
Section 7.3 EXPENSES. Each party shall be responsible for their own attorney's
fees.
Section 7.4 CONFIDENTIALITY: Each of the parties hereto agrees that it shall not
use, or permit the use of, any and all of the information relating to the
Sellers or the Buyer, respectively, furnished to each other in connection with
this Transaction ("Confidential Information"), except publicly available or
freely usable material as otherwise obtained from another source, in a manner or
for a purpose detrimental to the Sellers or the Buyer, as the case may be, or
otherwise than in connection with this Transaction. None of the Parties hereto
shall, and each party shall cause its directors, officers, employees, agents,
affiliates, and representatives not to, disclose, divulge, provide, or make
accessible, or available, any and all of the Confidential Information, in whole
or in part, to any person or entity, other than their respective and responsible
officers, employees, advisors, or attorneys, or otherwise as required by law or
regulation. The parties acknowledge that until public announcement, the terms
and existence of
6
this Agreement may be deemed material non-public information under the
Securities Exchange Act of 1934, and shall govern their activities accordingly.
Prior to Closing, neither party shall disclose the terms of this Agreement to
any other person or entity other than its advisors who are under a legal or
contractual obligation of confidentiality. Prior to Closing, neither party shall
disclose the existence of this Agreement except to such advisors or as necessary
in connection with due diligence under this Agreement.
ARTICLE VIII
INDEMNIFICATION AND POST CLOSING OBLIGATIONS
Section 8.1 INDEMNIFICATION BY BUYER: Buyer, and, after Closing, the Buyer and
the Company jointly and severally shall indemnify, save, defend and hold
harmless Sellers from and against any and all damages, costs, liabilities, and
expenses, of any kind whatsoever (including reasonable attorneys' fees) arising
directly out of (a) any and all activities and/or operations of the Company and
the Company's subsidiaries conducted after the Closing; (b) any and all breaches
of this Agreement by Buyer; (c) any and all claims by a third party relating to
Buyers and/or the Company's actions or gross negligence, not also involving the
actions or gross negligence of Sellers, occurring after the Closing.
Section 8.2 POST-CLOSING COVENANTS: The Buyer and Company agree as follows with
respect to the period following the Closing:
(a) The Company shall spin off its holdings in Delta Entertainment Group, Inc.
("Delta") to those pre-closing shareholders holding 16,555,315 Company shares of
common stock at the close of business on the day before closing, the later of
December 31st 2009 or clearance by the Securities and Exchange Commission of
Delta's S-1 Registration Statement.
(b) The stockholders of the Company who own 2,843,639 of the 16,555,315 issued
shares of common stock who do not sell their shares pursuant to this Agreement
shall be granted anti-dilution rights with the effect that their aggregate,
collective interest in the Company shall not be less than 10% of the total
issued and reserved shares of the Company's capital stock with any such shares
being issued to The Xxxxxx Family Spendthrift Trust as escrow agent for the
benefit of all recipients and Buyers and the Company shall have no further
obligation with respect to such issuances or any responsibility to the final
recipients.
ARTICLE IX
THE CLOSING
Section 9.1 THE CLOSING. The Closing shall occur on or before close of business
Friday December 11th 2009. Closing may occur in counterparts as
7
necessary. Buyer shall deposit Two Hundred Thousand Dollars ($200,000) with the
Escrow Agent by bank wire. Upon receipt of said bank wire, Escrow Agent shall
deliver 13,711,676 shares of common stock with medallion signature guaranteed
stock powers for transfer of such shares to Buyers with Corporate Books, SEC
filing Codes, and Corporate Seal.
ARTICLE X
GENERAL PROVISIONS
Section 10.1 ASSIGNMENT: Sellers may not assign or transfer their interest
and/or rights under this Agreement without the prior written consent of the
Buyer. The Buyer may assign this Agreement to one or more persons or entities of
which the Buyer controls with the consent of the Sellers.
Section 10.2 BINDING EFFECT: This Agreement shall be binding upon the parties
hereto and their personal representatives, executors, heirs, beneficiaries,
distributees, successors, and permitted assigns, if any.
Section 10.3 NOTICES: Unless otherwise changed by written notice, any notice or
other communications required or permitted hereunder shall be deemed given if
sent facsimile, hand delivery or courier addressed to the respective party at
the address set forth in the initial paragraph of this Agreement or by other
means if receipt of such notice is acknowledged.
Section 10.4 GOVERNING LAW: This Agreement shall be governed and interpreted
solely in accordance with the laws of the State of Florida, and applicable U.S.
federal law, if any, and in each case without regard to their choice of laws
principles. By entering into this Agreement the parties agree to the
jurisdiction of the Florida courts with venue in Palm Beach County, Florida. In
the event of any litigation, the prevailing party shall be entitled to recover
all costs including attorney's fees.
Section 10.5 SURVIVAL OF REPRESENTATIONS: All agreements, representations,
covenants, and warranties, on the part of the parties contained herein, shall
survive the Closing of this Agreement, and any investigation made at the time
with respect thereto, shall not merge into any of the documents and instruments
executed and delivered pursuant hereto, and shall remain enforceable to the
fullest extent permitted by law and/or equity.
Section 10.6 ENTIRE AGREEMENT: This Agreement embodies the entire agreement
between the parties hereto with respect to the subject matter hereof, and
supersedes all prior, and contemporaneous, negotiations, agreements, and
understandings, whether written or oral. This Agreement, nor any provision
herein, may not be changed, waived, discharged, or terminated, except by an
express written instrument signed by the party against whom enforcement of the
change, waiver, discharge or termination is sought.
8
The following have executed this agreement as of the ____ day of December, 2009.
---------------------------
Xxxxxxxx Xxxxxx, President
Beta Music Group, Inc.
The Sellers:
---------------------------- ---------------------
Xxxxxxxx Xxxxxx Xxxxxxx Xxxxxx
---------------------------- ---------------------
Xxxxxxx Xxxxxx, Co-Trustee Xxxxxxxx Xxxxxx, Co-Trustee
Xxxxxx Family Spendthrift Trust Xxxxxx Family Spendthrift Trust
---------------------------- ---------------------
Xxxxxxx Xxxxxxx Xxx Xxxxxx
--------------------- ----------------------
Xxxx Xxxxxxx Francisco Del
---------------------------- ---------------------
Xxxxxxx Xxxx Niallia Limited Partnership
----------------------------
Xxxxxxxx Xxxxxxx
Buyer:
----------------------------
Xxxx Xxxxxxxxxx
9
EXHIBIT "A"
SELLERS
Shareholder # of shares Consideration
----------- ----------- -------------
Xxxxxx Family Spendthrift Trust 8,900,092 $140,000.00
Xxxxxxxx Xxxxxx 3,810,000 $ 17,900.00
Xxxxxxx Xxxxxx 5,000 $ 100.00
Xxxx Xxxxxxx 3,917 $ 2,500.00
Xxxxxxx Xxxx 5,800 $ 10,000.00
Niallia Limited Partnership 21,867 $ 15,000.00
Xxx Xxxxxx 56,250 $ 1,000.00
Xxxxxxxx Xxxxxxx 90,000 $ 1,500.00
Francisco Del 118,750 $ 2,000.00
Xxxxxxx Xxxxxxx 700,000 $ 10,000.00
----------- -----------
Total 13,711,676 $200,000.00
10
EXHIBIT "B"
ESCROW AGREEMENT
THIS ESCROW AGREEMENT ("Agreement") is entered into as of December __ 2009 by
and between Xxxx Xxxxxxxxxx, a New Jersey resident ("BUYER"), Xxxxxxxx Xxxxxx, a
Florida resident, Xxxxxxx Xxxxxx, a Florida resident and the Xxxxxx Family
Spendthrift Trust ("Tuckers"), and Xxxxxxx X. Xxxxx, Esquire ("Escrow Agent").
WHEREAS, BUYER and the Tuckers wish to discuss a sale of a controlling interest
in Beta Music Group, Inc. ("BEMG"), and the Tuckers wish to have the assurances
provided in this agreement before undertaking significant efforts in that
regard.
NOW, THEREFORE, the parties hereto agree as follows:
Appointment of Escrow Agent
1.1 BUYER and the Tuckers hereby appoint the Escrow Agent, and the Escrow Agent
hereby agrees to act as the agent of such parties in performing the duties of
the Escrow Agent provided for herein.
1.2 BUYER shall deposit with the Escrow Agent the sum of $ 200,000 (two hundred
thousand dollars) upon execution of the Stock Purchase and Sale Agreement prior
to closing (the "Escrowed Funds"). The Escrow Agent shall not be liable for
interest on the Escrowed Funds. The Escrow Agent shall hold the Escrowed Funds
in his safekeeping and shall be authorized to distribute and release the
Escrowed Funds, or portions thereof, only upon compliance with the terms and
conditions set forth in the Stock Purchase and Sale Agreement. Immediately upon
receipt of the Escrowed Funds, Escrow Agent shall inform the Tuckers that the
Escrowed Funds have been received.
1.3 Upon execution by BUYER of the Stock Purchase and Sale Agreement and receipt
of BUYER's funds by the Escrow Agent, the Tuckers shall deposit 13,711,676
shares of common stock with medallion signature guaranteed stock powers (the
"Deposited Shares"). The Escrow Agent shall hold the Deposited Shares in his
safekeeping and shall be authorized to distribute and release the Deposited
Shares, or portions thereof, only upon compliance with the terms and conditions
set forth in the Stock Purchase and Sale Agreement. Immediately upon receipt of
the Deposited Shares, Escrow Agent shall inform BUYER that the Deposited Shares
have been received.
1.4 Upon receipt of the Stock Purchase and Sale Agreement executed by BUYER, the
Tuckers and various other Sellers with the requirements of 1.2 and 1.3
satisfied, the Escrow Agent will deliver the Escrowed Funds provided for in the
Stock Purchase and Sale Agreement to the Tuckers and various other Sellers and
the Deposited Shares to BUYER at closing.
1.5 Upon receipt of either (a) notice from the Tuckers, with a copy to the
Buyer, directing the Escrow Agent to return the Escrowed Funds to BUYER and
shares to the Tuckers or (b) notice from BUYER, with a copy to the Tuckers, that
it will not acquire an interest in BEMG, directing the Escrow Agent to return
the funds to the Buyer and shares to the Tuckers , neither the Escrow Agent,
BUYER nor the Tuckers shall have further liability to the other either at law or
in equity.
1.6 On December 15th 2009, the Escrow Agent will return the Escrowed Funds to
BUYER if said funds remain in his possession and the Deposited Shares to the
Tuckers if said shares remain in his possession.
11
1.7 The Escrow Agent shall have no obligation to take any legal action in
connection with this Agreement or towards its enforcement, or to appear in,
prosecute or defend any action or legal proceeding which would or might involve
him in any cost, expense, loss or liability unless security and indemnity,
reasonably acceptable to Escrow Agent, shall be furnished. BUYER and the Tuckers
hereby, jointly and severally, agree to indemnify the Escrow Agent and hold the
Escrow Agent harmless from and against any and all claims and losses (as defined
below) which may be incurred by the Escrow Agent as a result of claims asserted
by any person against the Escrow Agent as a result of or in connection with his
performance as the Escrow Agent under this Agreement.
1.8 Following satisfaction of the provisions of Section 1.4, 1.5 or 1.6 of this
Agreement, the escrow created hereby shall terminate. The rights of the Escrow
Agent and the obligations of BUYER and Tuckers under Sections 1.7 and 1.8 shall
survive the termination of the Agreement and/or resignation or removal of the
Escrow Agent for a period of three (3) years.
1.9 To induce the Escrow Agent to act hereunder, it is further agreed that:
(a) The Escrow Agent shall have no duties or responsibilities other than those
expressly set forth in this Agreement. The Escrow Agent shall have no duty to
conduct due diligence of any kind with respect to the Tuckers or BUYER. The
Escrow Agent shall neither be responsible for, nor chargeable with, the
knowledge of the terms and conditions of any other agreement, instrument or
document between the parties, and the Escrow Agent shall be required to act only
pursuant to the terms and provisions of this Agreement.
(b) The Escrow Agent shall not be liable to the undersigned parties or to anyone
else for any action taken or omitted by him, or any action suffered by him to be
taken or omitted, in good faith and in the exercise of his own best judgment.
The Escrow Agent may rely conclusively and shall be protected in acting upon any
order, notice, demand, certificate, option or advice of counsel (including
counsel chosen by the Escrow Agent), statement, instrument, report or other
paper or document (not only as to its due execution and the validity and
effectiveness of its provisions, but also as to the trust and acceptability of
any information therein contained) which is believed by the Escrow Agent to be
genuine and to be signed or presented by the proper person or persons.
(c) In the event of any disagreement or controversy under this Agreement, or if
conflicting demands or notices are made upon the Escrow Agent, or in the event
the Escrow Agent in good faith is in doubt as to which action he should have
taken under this Agreement, the undersigned parties expressly agree and consent
that the Escrow Agent shall have the absolute right at his option to do either
or both of the following things: (i) stop all further proceedings in, and
performance of, this Agreement and of all instructions received hereunder,
and/or (ii) file a suit in interpleader and obtain an order from a court of
competent jurisdiction requiring all persons involved to interplead and litigate
in such court their several claims and rights among themselves and with the
Escrow Agent. Any such interpleader action may be filed in the federal or the
state courts situate in Palm Beach County, Florida, and BUYER and the Tuckers
agree to the jurisdiction and venue of such courts for any interpleader action
brought by the Escrow Agent.
2.0 All notices and other communications pursuant to this Agreement shall be in
writing and shall be deemed given if (a) delivered personally, (b) sent by
nationally recognized, overnight courier with signature required only to
addresses within the United States, or (c) sent by facsimile to the parties at
the following addresses (or at such other address for a party as shall be
specified by notice hereunder):
12
if to the Tuckers, at:
Xxxxxxx and Xxxxxxxx Xxxxxx
0000 Xxxxxxxxxx Xx.
Xxxx Xxxxx, XX. 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
if to BUYER, at:
Xxxx Xxxxxxxxxx
00 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
If to the Escrow Agent, at:
Xxxxxxx X. Xxxxx, Esquire
0000 Xxxxx Xxxxxxxx Xxxxx
Xxxxx 000
Xxxx Xxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
All such notices and other communications shall be deemed to have been received
(a) in the case of personal delivery, on the date of such delivery, (b) in the
case of delivery by nationally recognized, overnight courier, on the business
day following dispatch, and (c) in the case of a facsimile, when the party
sending such facsimile shall have confirmed receipt of the communication.
IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day
and year first above written.
XXXXXXX AND XXXXXXXX XXXXXX (Tuckers)
By ___________ By _____________________
Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxx
XXXX XXXXXXXXXX (Buyer)
By
Xxxx Xxxxxxxxxx
XXXXXXX X. XXXXX, as Escrow Agent
By
Xxxxxxx X. Xxxxx
13
