MEMBERSHIP INTEREST PURCHASE AGREEMENT
Exhibit 10.5
This Membership Interest Purchase Agreement ("Agreement") is entered into on this 1'' day of July, 2011, by and between Xxxx Xxxxxx and Xxxxx Xxxxxx, adult individuals ("Sellers") and YTG
Enterprises, LLC, a Texas limited liability company ("Buyer"). Xxxx Xxxxxx, Xxxxx Xxxxxx, and YTG Enterprises, LLC may be referred to, individually, as a "Party” or, collectively, as the "Parties."
RECITALS
WHEREAS, YTG Enterprises, LLC owns all of the intellectual property relating to the operation of a YUMI TO GO restaurant, featuring Asian cuisine takeout and delivery services, including the service xxxx YUMI TO GO and all other trademarks, service marks, copyrights, domain names, recipes, and know-how.
WHEREAS, Sellers own all of the membership interests of Y2G Belt Line, LLC ("Company"), an entity that is developing a YUM TO GO restaurant to be located on Belt Line Road, Addison, Texas (the "Belt
Line Restaurant");
WHEREAS, Sellers desire to sell all their membership interests in Y2G Belt Line, LLC ("Membership Interests"), and Buyer desires to purchase the Membership Interests, all in accordance with the terms and conditions of this Agreement;
NOW THEREFORE, in consideration of the mutual premises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
I. PURCHASE PRICE FOR MEMBERSHIP INTERESTS
1.1 Purchase Price. In consideration of the sale and transfer of all of the Membership Interests, Buyer agrees to pay the total purchase of $200,000.00
("Purchase Price").
1.2 Payment of Purchase Price; Xxxxxxx Money Deposit.
(a) Upon execution of this Agreement, Buyer shall deposit with Sellers the sum of $25,000 (the "Xxxxxxx Money Deposit"). If either Seller fails to close on the purchase of the Membership Interests by July
30, 2011, and Buyer is in full compliance with this Agreement, the Xxxxxxx Money Deposit will be refunded to Buyer no later than August 15, 2011. If closing fails to occur for any other reason, the Xxxxxxx Money Deposit is nonrefundable and shall be retained by Sellers.
(b) At closing, the Xxxxxxx Money Deposit will be applied to payment of the purchase price. The remaining $175,000 shall be delivered to Sellers in good and immediate US funds at Closing on or before July 15, 2011.
II. CLOSING
2.1 Closing. The consummation of the transaction contemplated by and described in this Agreement (the "Closing") shall take place on July 1, 2011 (the
"Closing Date").
2.2 Obligations of Seller at Closing. At the Closing,
and unless otherwise waived in writing by the Buyer:
|
|
(a) Sellers shall execute and deliver to Buyer the Membership Interest Assignment Agreement attached as Exhibit A. If share certificates representing the Membership Interests have been issued, Sellers shall deliver to Buyer such membership certificates, fully endorsed by Sellers, conveying all right, title, and interest in the Membership Interests to Buyer;
|
|
|
(b) Resignations dated as of the Closing Date from the Company's officers and managers from their positions with the Company, effective and in full force and effect as of immediately prior to the Closing;
|
|
|
(c) Sellers shall deliver to Buyer such other instruments and documents as Buyer reasonably deems necessary to effect the transactions contemplated by this Agreement.
|
2.3 Obligations of Buyer at Closing. At Closing and unless otherwise waived in writing by Seller, Buyer shall deliver to Seller:
(a) Payment of the Purchase Price as described in Section 1.2(b);
(b) Such other instruments and documents as Sellers reasonably deems necessary to effect the transactions contemplated by this Agreement.
2.4 Pre-Closing Conditions. Notwithstanding anything to the contrary herein, it is a condition precedent to Closing that:
(a) The landlord under the lease for the Belt Line Restaurant premises (the "Belt
Line Lease") has consented to the transfer contemplated under this Agreement and, if required by the landlord, Xxxx Xxxxxx has agreed to provide, and has provided, a limited personal guarantee Buyer's obligation under the Belt Line Lease; and
(b) YTG Enterprises, LLC, has acquired and owns all rights in and to the xxxx YUMI TO GO and all other intellectual property related to the development and operation of YUMI TO GO restaurants.
|
|
III.
|
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller makes the following representations and warranties to Buyer:
|
3.1 Ownership. Sellers are the sole owners, beneficially and of record, of the Membership Interests, and these Membership Interests represent 100% of the membership interests in the Company. As of the date of this Agreement and as of the Closing Date, there are no outstanding warrants or options to acquire membership interests in the Company held by Sellers or any third parties.
3.2 No Encumbrances. Except as otherwise set forth in this Agreement or any exhibits, attachments, or schedules hereto, the Membership Interests are owned by Sellers free and clear of any liens, encumbrances, security interests, options, claims, charges, and restrictions.
3.3 No Assignment. Neither Seller has assigned to any other person any rights or claims he or she has or may have against the Company or any third party as a member of the Company.
3.4 Access By Buyer. Each Seller has provided Buyer access to, review of and/or copies of all documents, contracts, financial audits, records, data, and reports, requested by the Buyer, relating to and used in connection with the businesses to be acquired under this
Agreement.
3.5 Employees. Sellers hereby represent that, except as otherwise agreed in writing between the parties, as of the date of this Agreement and continuing until the Closing Date, there arc not, have not and will not be any employees of the Company.
3.6 Taxes. As used herein, the term "Tax" means any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal
property, sales, use, transfer, registration, value added, alternative or add-on minimum, transactions privilege tax, estimated, tax, assessment, charge, levy or fee of any kind whatsoever, including any interest or penalties thereon and additions thereof; which are due or alleged to be due to any taxing authority, whether disputed or not; "Tax Return" means any federal, state or local return, declaration, report, claim for refund, information return or
statement, including any schedule or attachment thereof and amendments relating to Taxes; and "Affiliated Group" means any affiliated group within the meaning of IRS Code Sec. 1504 or any similar group defined under a similar provision of state, local or foreign law.
|
|
(a) Company has filed all Tax Returns required to be filed and all such Tax Returns are correct and complete in all material respects; Company has duly paid all Taxes; Company is not currently the beneficiary of any extension of time within which to file any Tax Return; no claim has ever been made by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to Tax by that jurisdiction; and there are no encumbrances on any of the assets of Company that arose in connection with any failure (or alleged failure) to pay any Tax;
|
|
|
(b) The Company has withheld and paid, or caused to be withheld and paid, all Taxes on monies paid by the Seller to independent contractors, creditors, stockholders, partners and other Person for which withholding or payment is required by law;
|
|
|
(c) No taxing authority intends to assess any additional Taxes for any period for which Tax Returns have been tiled. There is no dispute or claim concerning any Tax liability of Seller either claimed or raised by any authority in writing, or as to which Seller has notice or knowledge based upon personal contact with any agent of such authority; Seller has provided to Buyer access to all requested Tax information.
|
|
|
(d) There is not currently in effect any waiver of a statute of limitations in respect of Taxes by Company or any agreement to extend the time with respect to a Tax assessment or deficiency,
|
3.7 Litigation or Proceedings. There is no litigation, arbitration, or other proceedings with respect to the Company or any business or operations of Company. Company is not in default in any material respect under any judgment of any court, arbitration tribunal or federal, state, municipal or other governmental department, commission,
board, bureau, agency or instrumentality wherever located. There are no claims, actions, suits, proceedings or investigations pending, or to either Seller's knowledge, threatened against or affecting Company or in connection with Company's business, at law or in equity, before or by any court, arbitration tribunal, federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality wherever located.
3.8 Hazardous Materials. The Company is not in violation of any federal, state or local law, ordinance of regulation relating to Hazardous Materials (defined as any toxic. dangerous, or other regulated waste, substance or product, chemical or pollutants of any kind and other waste material, substance, chemical, pollutant, or contaminant the presence or emission of which is prohibited by or may give rise to liability under any laws
ordinance, statutes, codes, rules, regulations, orders or decrees under federal, state or local law). To either Seller's knowledge there is and has been no presence of Hazardous Materials at, on or under the Belt Line Restaurant that currently requires remediation. Neither Seller has notice of any formal or informal assertion by any governmental or regulatory agency or other person that Company or any predecessor business, operator, land owner, or occupant of the Belt Line Restaurant may be a potentially responsible party in connection with any Hazardous Material treatment, storage or disposal at the Belt Line Restaurant or in connection with the operation of the Belt Line Restaurant prior to the Closing Date. Neither Seller has knowledge of any pending or threatened claims or any reasonable basis for damages by any person or any governmental or regulatory
authority against Company under any environmental law in connection with the Belt Line Restaurant or the operation of same prior to the Closing Date. Neither Seller has any knowledge of any pending or threatened claims or any reasonable basis for damages by any person or any governmental or regulatory authority against Company under any environmental law in connection with the Belt Line Restaurant or the operation of same prior to the Closing Date. No claim, lien or other encumbrance has been or is imposed on any of the Company's assets under any environmental laws. Company has obtained all permits, licenses, registrations, identification numbers, and other approvals and authorization, and has made all reports and notifications required
under any environmental laws in connection with the Company's assets, including assets used in connection with the operation of the Belt Line Restaurant.
3.9. Contracts. Except for the Belt Line Lease and a certain contractor agreement between Company and Xxxx Xxxxxx, (the
"Contractor Agreement'), the Company is not a party to any oral or written contract. Sellers shall contribute or pay to the Company (as applicable) all amounts needed to satisfy accrued rent and all other amounts due under the Belt Line Lease as of the Closing Date and all accrued charges and other amounts due and owing under the Contractor Agreement through completion of the project.
IV. REPRESENTATIONS AND WARRANTIES OF THE BUYER
Buyer represents and warrants to Sellers the following:
4.1 Corporate Capacity. Buyer is and will be at Closing a limited liability company duly organized and validly existing in good standing under the laws of the State of Texas. Seller has the requisite power and authority to enter into this
Agreement, perform its obligations hereunder and to conduct its businesses as now being conducted.
4.2 Corporate Powers. Consents, Absence of
Conflicts With Other Agreements. Etc. The execution, delivery and performance of this Agreement by Buyer and all other agreements referenced in or ancillary hereof to which Buyer is a party and the
consummation of the transactions contemplated herein by Buyer:
|
(a)
(b)
|
will be duly and validly authorized, executed and delivered on behalf of Buyer;
are within Buyer's corporate powers, are not in contravention of law or of the terms of its articles or certificate of incorporation and bylaws;
|
|
|
(c)
|
do not require any approval or consent of, or filing with, any governmental agency or authority bearing on the validity of this Agreement.
|
|
|
(d)
|
do not violate any statute, law, rule or regulation of any governmental authority to which Buyer may be subject and which may have an effect on the business contemplated under this Agreement subsequent to Closing;
|
|
| (e) |
do not violate any judgment, consent decrees or injunctions to which Buyer may
|
4.3 Binding Effect. This Agreement and all other agreements to which Buyer party hereunder are valid and legally binding obligations of Buyer, enforceable against Buyer in accordance with the respective terms hereof and thereof; except as enforceability against Buyer may be restricted, limited or delayed by applicable bankruptcy or other laws affecting creditors' rights generally and except as enforceability may be subject to general principles of equity.
V. COVENANTS OF SELLER
5.1
Waiver of Rights in Company Agreement. As of the Closing Date, each Seller shall have authorized this Agreement and the transaction contemplated herein and
therein and shall have delivered to Buyer, within such time frame, evidence of such authorization. Further, each Seller shall have waived any and all rights related to options to purchase, puts, calls and any other mechanism restricting the transfer of membership interests of the Company so that the transaction contemplated herein shall be authorized by the members of the Company.
5.2 Adverse Actions After Closing. Seller shall not take, or fail to take, any action after the Closing Date that would render either Seller unable to perform his or her post -Closing obligations, including Buyer's lease obligations, under this Agreement.
5.3 Further Acts and Assurances. At any time and from time to time at and after the Closing, upon request of Buyer, Seller shall, without cost to Seller, do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, such further acts, deeds, assignments, transfers, conveyances, powers of attorney, confirmations and assurances as Buyer may reasonably request to carry out the provisions of this Agreement.
5.4 Covenant Not to Compete. Seller and its principals shall execute and deliver to Buyer an agreement not to compete, a form of which is attached hereto as Exhibit A.
VII. COVENANTS OF BUYER
6.1. Adverse Actions After Closing. Buyer shall not take, or fail to take, any action after the Closing that would render Buyer unable to perform its post-Closing obligations under this Agreement.
6.2. Further Acts and Assurances. At any time and from time to time at and after the Closing, upon request of Seller, Buyer shall, without cost to Buyer, do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, such further acts, deeds, assignments, transfers, conveyances, powers of attorney, confirmations and assurances as Sellers may reasonably request to carry out the provisions
of this Agreement.
VII. ADDITIONAL AGREEMENTS
7.1 Post-Closing
Maintenance of and Access to Information. Seller and Buyer acknowledge that after Closing each party may need access to information or documents in the control or possession of the other Party for the purposes of concluding the transactions herein contemplated. Accordingly, each Party shall keep, preserve and maintain in the ordinary course of business, and as required by law and relevant insurance carriers, all books, records (including student records), documents and other information in the possession or
control of such Party and relevant to the foregoing purposes at least until the expiration of any applicable statute of limitations or extensions thereof. Each Party shall cooperate fully with, and make available for inspection and copying by, the other Party, its employees, agents, counsel and accountants or governmental agencies, upon written request and at the expense of the requesting Party, such books, records documents and other information to the extent reasonably necessary to facilitate the foregoing purposes.
VII. INDEMNIFICATION AND OTHER RELIEF
8.1 Indemnification by Sellers. Subject to and only to the extent provided in this Section 8.1, from and after the Closing, Sellers shall indemnify, defend and hold harmless Buyer after
the Closing from and against any claims, demands, suits, judgments, and losses made against, incurred, or suffered by Buyer directly or indirectly, for the period prior to the Closing and/or as a result of or arising from:
(a) the breach of any representation or warranty of either Seller contained herein; or
(b) the nonfulfillment of any covenant, agreement or other obligation of either Seller set forth in this Agreement or any agreement, instrument, certificate or other document signed by the Parties and delivered or to be delivered pursuant to this Agreement; or
(c) any claims, demands, liabilities, and litigation arising out of or related to the liabilities related to the Belt Line Lease and the Contractor Agreement, as described in paragraph 3.9.
8.2 Indemnification by Buyer. Subject to and only to the extent provided in this Section 8.3, from and after the Closing, Buyer shall indemnify, defend and hold harmless Sellers, after the Closing Date, from and against any claims, demands, suits, judgments, and losses made against, incurred, or suffered by Sellers directly or indirectly, for the period following the Closing and/or as a result of or arising from:
(a) the breach of any representation or warranty of Buyer contained herein; or
(b) the nonfulfillment of any covenant, agreement or other obligation of Buyer set forth in this Agreement or any agreement, instrument, certificate or other document signed by the Parties and delivered or to be delivered pursuant to this Agreement.
8.4 Survival of Representations and Warranties;
Indemnity Period. Notwithstanding any right of Buyer (whether or not exercised) to investigate the affairs of Company, or any right of any Party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other Party contained in this Agreement, Sellers have, on the one hand, and Buyer has, on the other hand,
the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement. The representations and warranties respectively made by Sellers, on the one hand, and Buyer, on the other band, in this Agreement or in any certificate respectively delivered by Sellers or Buyer will survive the Closing for one (1) year after the Closing Date.
8.5 Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification (the "Indemnified
Party"), shall promptly notif'y the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when unknown, the facts constituting the basis for such claim. In the event of any
such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third pany for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it. No party may agree to equitable relief
against the other party without such other party's written consent, given in its sole discretion.
8.6 Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who
is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any
such action, with its counsel and at its own expense. If the Indemnifying Pany does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date notice of such claim is made, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b)
the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner.
8.7 Payment of indemnification Obligation. All indemnification by the Buyer or the Seller hereunder shall be effected by payment of cash or delivery of a cashier's or certified check in the amount of the indemnification liability.
IX. GENERAL PROVISIONS
9.1 Time of Essence. Time is of the essence in the performance of this Agreement. This Section may not be waived except in a writing signed by the Parties expressly referring hereof.
9.2 Consents. Approvals and Discretion. Except as herein expressly provided to the contrary, whenever this Agreement requires any consent or approval to be given by any party or any party must or may exercise discretion, such consent or approval shall not be unreasonably withheld or delayed and such discretion shall be reasonably exercised.
9.3 Expenses; Legal Fees and Costs. Except as otherwise expressly set forth in this Agreement, all expenses of the preparation of this Agreement and of the purchase of the Assets, including counsel fees, accounting fees, brokerage or finder fees and commissions, investment advisor's fees and disbursements, shall be paid or accrued by the party incurring such expense, whether or not such transactions are consummated.
9.4 Choice of Law. Jurisdiction, and Forum Selection. This Agreement (including its Schedules and Exhibits, except as otherwise expressly provided therein) and the parties relationship created hereby is governed by Texas law, without regard to cont1icts of laws principles. This Agreement shall be performed in Dallas County, Texas and shall be governed by and construed in accordance with the laws of the State of Texas and the County of Dallas, Texas. Any dispute arising out of this Agreement (including any Schedule or Exhibit to this Agreement, except as otherwise expressly provided therein), the
Contribution Agreement, or YTG Enterprises Operating Agreement, shall be brought and prosecuted exclusively in a state or federal court situated in Dallas County, Texas. The Parties irrevocably consent to the personal jurisdiction of these courts, and waive all questions of personal and subject matter jurisdiction or venue for the purpose of carrying out this provision.
9.5 Jury Waiver. THE PARTIES TO THIS AGREEMENT HEREBY AGREE THAT THEY SHALL AND HEREBY DO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER AT LAW OR AT EQUITY, BROUGHT BY ANY OF THEM, OR IN ANY MATTER WHATSOEVER WHICH ARISES OUT OF OR IS CONNECTED IN ANY WAY WITH THIS AGREEMENT OR ITS PERFORMANCE OR ANY OTHER SUBSEQUENT AGREEMENT PROPERLY MADE A PART HEREOF OR ITS PERFORMANCE.
9.6 Benefit/Assignment. Subject to provisions herein to the contrary, this Agreement shall inure to the benefit of and be binding upon the Parties and their respective legal representatives, successors and assigns; provided that no party may assign this Agreement or any part hereof; or delegate any duty or obligation to be performed hereunder, to another Person without the prior written consent of the other party.
9.7 No Third Party Beneficiary. The terms and provisions of this Agreement are intended solely for the benefit of Buyer and its designees and Seller and its respective
successors or assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other Person.
9.8 No Waiver. The waiver by either party of a breach or violation by another party of any provision of this Agreement shall not operate as, or he construed to constitute, a waiver of any subsequent breach or violation of the same, or a breach or violation of any other provision hereof. All remedies, either under this Agreement, or by law or otherwise afforded, will be cumulative and not alternative.
9.9 Notices. Any notice, demand or communication required, permitted or desired to be given hereunder shall be deemed effectively given when personally delivered, when received by facsimile or other electronic means, when confirmed as delivered by courier, or the date of receipt as confirmed by the United States Postal Service, in any event addressed as follows:
Sellers: Xxxx Xxxxxx and Xxxxx Xxxxxx
0000 Xxxxxxxx Xxxxx
#0000
Xxxxx, XX 00000
with copy to: Xxxxxxx X. Xxxxxxx, Esquire
Xxxxxxx, Xxxxxxx & Xxxxxx, P.C.
0000 Xxxxxxx Xxxxx Xxxxx
Xxxxx, Xxxxx 00000
0000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Attention: Xx Xxxxxxx, President
with copy to: Xxxxxx X. Xxxxxx
Xxxxxx Law, PC
0000 X. Xxxxxxx Xxxxxxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxx 00000
|
|
or to such other address or number, or to the attention of such other Person, as any party may designate, at any time, in writing in conformity with these notice provisions.
|
9.10 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, and if the rights or obligations of Buyer or Seller under this Agreement will not be materially and adversely affected thereby, such provision will be fully severable, this Agreement will be construed and enforced as if such illegal, invalid
or unenforceable provision had never comprised a part hereof; the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by i!s severance herefrom, and in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as is possible.
9.11 Gender and Nnmber. Whenever the context of this Agreement requires, the gender of all words herein shall include the masculine, feminine and neuter, and the number of all words herein shall include the singular and plural.
9.12 Entire Agreement/Amendment. This Agreement (collectively with its Schedules and Exhibits) is the entire agreement by and between the Parties. All prior agreements, negotiations, representations, understandings, and contracts are incorporated herein and superseded hereby. No Party shall be entitled to benefits other than those specified herein. As between or among the Parties, no oral statement or prior written material not specifically
incorporated herein shall be of any force and effect and the Parties hereby forever waive any right to present same as evidence in any proceeding arising out of this agreement. The Parties specifically acknowledge that in entering into and executing this Agreement, the Parties rely solely upon the representations and agreements contained in this Agreement and no others. The representations and warranties set forth in this Agreement shall survive the Closing and remain in full force and effect, and shall survive the execution and delivery of this Agreement. This Agreement may be executed in two or more counterparts, each and all of which shall be deemed an original and all of which together shall constitute but one and the same instrument. This Agreement may not be amended
or otherwise modified except in a writing duly executed by the Parties. No oral modification of this Agreement or any of its Schedules or Exhibits shall have any force or effect and the Parties hereby forever waive any right to present same as evidence in any proceeding arising out of this agreement.
9.13 Drafting. No provision of this Agreement shall be interpreted for or against any party hereof on the basis that such party was the draftsman of such provision, both parties having participated equally in the drafting hereof; 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 Agreement.
9.14 Transfer and Sales Tax. Buyer agrees to pay and shall indemnify Seller in respect of, and hold Seller harmless against, all sales, use, value added, goods and services, transfer or similar taxes, if any,
arising out of the transactions contemplated by this Agreement, as well as any interest or penalties owing in connection therewith.
X. SIGNATURES OF PARTIES; EXECUTION DATE
IN WITNESS HEREOF, the Parties hereto have caused this Agreement to be executed originals by their authorized officers, all as of the date and year first written above.
