ASSET PURCHASE AGREEMENT among WARNING MANAGEMENT SERVICES, INC. A New York Corporation and THE SOLVIS GROUP, INC. A Nevada Corporation Dated as of April 1, 2007 ASSET PURCHASE AGREEMENT
Exhibit
99.1
among
WARNING
MANAGEMENT SERVICES, INC.
A
New
York Corporation
and
A
Nevada
Corporation
Dated
as of April 1, 2007
This
Asset Purchase Agreement (“Agreement”) is made this 1st day of April, 2007, by
and between The Solvis Group, Inc., a Nevada corporation, “Seller” and Warning
Management Services, Inc., a New York corporation (“Buyer”).
R
E C I T A L S:
WHEREAS,
Seller
is the owner of the tangible and intangible assets associated or used in
connection with the operation of the Seller’s imaging business, including
ColorBlind® software, Photomotion Images™, and other graphics products and
services (the “Assets”); and
WHEREAS,
Seller
desires to sell and transfer certain the Assets; and
WHEREAS,
the
Buyer desires to acquire those Assets of the Seller, upon and subject to the
terms and conditions of this Agreement.
NOW,
THEREFORE,
in
consideration of the premises and mutual covenants and agreements set forth
herein and in reliance upon the representations and warranties contained herein,
the parties hereto covenant and agree as follows:
ARTICLE I
PURCHASE
AND SALE OF ASSETS AND PROPERTY
1.1 Assets
of Seller to be Transferred to Buyer.
On the
Closing Date (as defined in Article VIII hereof), and subject to the terms
and
conditions set forth in this Agreement, Buyer agrees to purchase, accept, and
acquire from Seller, and Seller agrees to sell, transfer, assign, convey, and
deliver to Buyer, all right, title and interest of Seller in and to the Assets
of Seller. The Purchased Assets consist of all of the business assets, domain
names, copyrights, patents, source codes, tangible property, contract rights,
intellectual property, intangible property, including all customer contracts,
customer lists, and all other tangibles and intangibles related to Seller’s
imaging business as defined above. Exhibit 1 sets forth the list of all of
the
Assets, a description thereof, the contracts related thereto, and the rights
thereof. Exhibit 2 sets forth a valuation of the Assets obtained by the
Sellers.
1.2 Intent
of the Parties.
Although the exhibits and the schedules to this Agreement are intended to be
complete, to the extent any of the Assets otherwise necessary for the ownership
and use of the Assets are not properly itemized or do not appear on the
applicable exhibits where required, then, unless this Agreement otherwise
provides directly for Buyer to provide for or obtain such Assets in a different
way, the general language of Section 1.1 shall govern and such Assets shall
nonetheless be deemed transferred to Buyer at the Closing.
-1-
ARTICLE
II
NO
ASSUMED LIABILITIES
2.1 The
Buyer
shall have no obligation to assume and shall not assume any liabilities of
the
Seller except written contractual liabilities contained in the Assets.
ARTICLE
III
PURCHASE
PRICE AND PAYMENT
3.1 As
consideration for the Assets, Buyer shall pay to Seller the amount of
twenty-five thousand dollars ($25,000.00) in the form of a one (1) year
promissory note in the amount of $25,000.00, which is incorporated into this
Agreement as Exhibit 3.
ARTICLE
IV
REPRESENTATIONS,
WARRANTIES AND COVENANTS OF
THE SELLERS
Seller
represents and warrants to Buyer as follows:
4.1 Organization
and Capitalization of Sellers.
Seller
is a corporation duly organized, validly existing and in good standing under
the
laws of the State of Nevada, with full power and authority and all necessary
governmental and regulatory licenses, permits and authorizations to carry on
the
businesses in which it is engaged, to own the properties that it owns currently
and to perform its obligations under this Agreement, is duly qualified or
licensed to do business and is in good standing as a foreign corporation in
California or jurisdictions which the conduct of such business requires such
qualification and which the failure to be so qualified or licensed would have
a
material adverse effect on the business of the Seller.
4.2 Authorization
of Agreement.
Seller
has all requisite corporate or individual power and authority to execute and
deliver this Agreement and to perform their obligations hereunder. The execution
and delivery by Seller of this Agreement and the performance by Seller of its
obligations hereunder (a) have been duly and validly authorized by all requisite
corporate or individual action and (b) will not violate its charter or bylaws
(or similar document of entity governance) or any order, writ, injunction,
decree, statute, rule or regulations applicable to them or any of their
properties or assets, or be in conflict with, result in a breach of or
constitute a default under any note, bond, indenture, mortgage, lease, license,
franchise agreement or other agreement, instrument or obligation, or result
in
the creation or imposition of any lien, charge or encumbrance of any kind or
nature whatsoever upon any of the properties or assets of Sellers. This
Agreement and each and every agreement, document, exhibit and instrument to
be
executed, delivered and performed by the Seller in connection herewith
constitute the valid and legally binding obligations of the Seller enforceable
against them, except as enforceability may be limited by applicable equitable
principles or by bankruptcy, insolvency, reorganization, moratorium, or similar
laws from time to time in effect affecting the enforcement of creditors’ rights
generally.
4.3 Consents.
Except
as set forth on Exhibit 4.3, no consent of, approval by, order or authorization
of, or registration, declaration or filing by Seller with any court or any
governmental or regulatory agency or authority having jurisdiction over Seller
or any of its property or assets or any other person is required on the part
of
Seller in connection with the consummation of the transactions contemplated
by
this Agreement, excluding any registration, declaration or filing the failure
to
effect which would not have a material adverse effect on the financial condition
of Seller or the operation of its business after the Closing.
4.4 Title
to Purchased Assets.
The
Seller has and will transfer to Buyer at Closing good and marketable title
to
all of the Assets that are being sold to Buyer under this Agreement, free and
clear of all liens, claims, charges, encumbrances, restrictions or security
interests. Seller is not a party to any contract or obligation whereby there
has
been granted to anyone an absolute or contingent right to purchase, obtain
or
acquire any rights in the Assets.
4.5 Litigation.
There
is no suit, claim, arbitration, investigation, action or proceeding entered
against, now pending or, to the Seller’s knowledge, threatened against any of
the Assets, before any court, arbitration, administrative or regulatory body
or
any governmental agency. No litigation is pending, or, to Seller’s knowledge,
threatened, against Seller, or its assets or properties, that seeks to restrain
or enjoin the execution and delivery of this Agreement or any of the documents
referred to herein or the consummation of any of the transactions contemplated
hereby or thereby. The Seller is not subject to any judicial injunction or
mandate or any quasi-judicial or administrative order or restriction directed
to
or against it or that would affect the Assets. There are no judgments or
outstanding orders, injunctions, decrees, stipulations or awards against the
Seller or the Assets.
-2-
4.6 Valuation
of the Purchased Assets.
The
Valuation of the Purchased Assets provided by the Sellers set forth in Exhibit
4.6 properly reflects the value of the Purchased Assets.
4.7 No
Default.
Seller
is not in default under any term or condition of any instrument evidencing,
creating or securing any indebtedness of Seller, and there has been no default
in any material obligation to be performed by Seller under any other contract,
lease, agreement, commitment or undertaking to which it is a party or by which
it or its assets or properties are bound, nor has Seller waived any material
right under any such contract, lease, agreement, commitment or
undertaking.
4.8 Absence
of Change.
The
Seller has no knowledge of any present or future condition or state of facts
or
circumstances that would materially and adversely affect the Assets.
4.9 Disclosure.
No
representation or warranty of the Seller contained in this Agreement (including
the exhibits and schedules hereto) contains any untrue statement of a material
fact or omits to state a material fact necessary in order to make the statements
contained herein or therein, in light of the circumstances under which they
were
made, not misleading.
4.10 No
Brokerage Commission.
No
broker or finder has acted for the Seller in connection with this Agreement
or
the transactions contemplated hereby, and no person is entitled to any brokerage
or finder’s fee or compensation in respect thereof based in any way on
agreements, arrangements or understandings made by or on behalf of the
Seller.
4.11 Contracts
and Leases.
Seller
(i) has no leases or contracts of personal property, written or oral, relating
to the Assets, whether as lessor or lessee, obligor or obligee; (ii) has no
contractual or other obligations relating to the Assets, whether written or
oral; and (iii) has not given any power of attorney to any person or
organization for any purpose relating to the Assets. Neither the signing nor
execution of this Agreement, nor the consummation of all or any of the
transactions contemplated under this Agreement, will constitute a breach or
default under any contract, lease or other document.
4.12 Transfer
Taxes.
All
transfer, documentary, sales, use, registration, and other similar taxes and
related fees (including any penalties, interest, and additions to tax (“Transfer
Taxes”), if any, arising out of or in connection with this Agreement shall be
payable by Seller. The party that is legally required to file a tax return
relating to Transfer Taxes shall be responsible for preparing and timely filing
such tax return. Buyer and Seller shall have the right to review and comment
on
each such tax return and no such tax return will be filed without the prior
written consent to both Buyer and Seller, which consent shall not be
unreasonably withheld or delayed.
4.14. Use
of
Trade Names.
The
Assets include a number of associated trade names and/or trademarks, including,
but not limited to ColorBlind and Photomotion Images. Seller hereby affirms
that
Buyer is authorized to use said trade names and any derivatives thereof for
its
marketing efforts.
4.15.
Non-compete.
Seller
agrees that, until the second anniversary of the date of this Agreement (the
“restricted Period”), its officers, directors, and affiliates will not directly
or indirectly provide similar products or services of the type represented
by
the Assets.
ARTICLE
V
REPRESENTATIONS
AND WARRANTIES OF THE BUYER
The
Buyer
represents and warrants to Sellers as follows:
5.1 Organization
and Capitalization of Buyer.
Buyer
is a corporation duly organized, validly existing and in good standing under
the
laws of the State of New York, with full power and authority and all necessary
governmental and regulatory licenses, permits and authorizations to carry on
the
businesses in which it is engaged, to own the properties that it owns currently
and to perform its obligations under this Agreement, is duly qualified or
licensed to do business and is in good standing as a foreign corporation in
all
states or jurisdictions that the conduct of such business requires such
qualification and that the failure to be so qualified or licensed would have
a
material adverse effect on the business of the Buyer.
5.2 Authorization
of Agreement.
Buyer
has all requisite corporate power and authority to execute and deliver this
Agreement and to perform its obligations hereunder. The execution and delivery
by Buyer of this Agreement and the performance by Buyer of its obligations
hereunder (a) have been duly and validly authorized by all requisite corporate
action and (b) will not violate its charter or bylaws or any order, writ,
injunction, decree, statute, rule or regulations applicable to it or any of
its
properties or assets, or be in conflict with, result in a breach of or
constitute a default under any note, bond, indenture, mortgage, lease, license,
franchise agreement or other agreement, instrument or obligation, or result
in
the creation or imposition of any lien, charge or encumbrance of any kind or
nature whatsoever upon any of the properties or assets of Buyer. This Agreement
and each and every agreement, document, exhibit and instrument to be executed,
delivered and performed by the Buyer in connection herewith constitute the
valid
and legally binding obligations of the Buyer enforceable against it, except
as
enforceability may be limited by applicable equitable principles or by
bankruptcy, insolvency, reorganization, moratorium, or similar laws from time
to
time in effect affecting the enforcement of creditors’ rights
generally.
5.3 No
Brokerage Commission.
No
broker or finder has acted for the Buyer in connection with this Agreement
or
the transactions contemplated hereby, and no person is entitled to any brokerage
or finder’s fee or compensation in respect thereof based in any way on
agreements, arrangements or understandings made by or on behalf of the
Buyer.
5.4 Litigation.
No
litigation is pending, or, to Buyer’s knowledge, threatened, against the Buyer,
or its assets or properties, that seeks to restrain or enjoin the execution
and
delivery of this Agreement or any of the documents referred to herein or the
consummation of any of the transactions contemplated hereby or thereby. The
Buyer is not subject to any judicial injunction or mandate or any quasi-judicial
or administrative order or restriction directed to or against it or that would
affect the Purchased Assets. There are no judgments or outstanding orders,
injunctions, decrees, stipulations or awards against Buyer or any of its assets
or properties.
-3-
ARTICLE
VI
CONDITIONS
TO CLOSING
6.1 Conditions
to the Obligations of Sellers. The
obligations of the Sellers to consummate the transactions contemplated hereby
shall be subject to the satisfaction, on or before the Closing Date, of each
and
every one of the following conditions, unless waived, in whole or in part,
by
the Seller for purposes of consummating such transaction.
|
(a)
|
The
representations and warranties of Buyer set forth in this Agreement
shall
be true and correct in all material respects on the Closing
Date;
|
|
(b)
|
Buyer
shall have performed and complied with all agreements, obligations,
covenants and conditions required by this Agreement to be performed
or
complied with on or prior to the Closing
Date;
|
|
(c)
|
The
Seller shall have received a corporate resolution of the Board of
Directors of the Buyer that authorize the execution, delivery and
performance of this Agreement and the documents referred to herein
to
which it is or is to be a party.
|
|
(d)
|
No
action, suit or proceeding by or before any court or any governmental
or
regulatory authority shall have been commenced and no investigation
by any
governmental or regulatory authority shall have been commenced seeking
to
restrain, prevent or challenge the transactions contemplated hereby
or
seeking judgments against Buyer.
|
6.2 Conditions
to the Obligations of Buyer.
The
obligations of the Buyer to consummate the transactions contemplated hereby
shall be subject to the satisfaction, on or before the Closing Date, of each
and
every one of the following conditions, unless waived, in whole or in part,
by
Seller for purposes of consummating such transaction.
(a) The
representations and warranties of the Sellers set forth herein shall be true
and
correct in all material respects on the Closing Date with the same force and
effect as if they had been made on the Closing Date;
(b) Seller
shall have performed and complied with all agreements, obligations, covenants
and conditions required by this Agreement to be performed or complied with
by
Seller on or prior to the Closing;
(c) The
Buyer
shall have received a corporate resolution of the Board of Directors of the
Seller that authorize the execution, delivery and performance of this Agreement
and the documents referred to herein to which it is or is to be a
party.
(d) Seller
shall have delivered to Buyer all bills of sale and other instruments of
assignment, transfer and conveyance necessary to transfer to Buyer good and
marketable title to the Assets;
(e) No
action, suit or proceeding by or before any court or any governmental or
regulatory authority shall have been commenced and no investigation by any
governmental or regulatory authority shall have been commenced seeking to
restrain, prevent or challenge the transactions contemplated hereby or seeking
judgments against Seller.
ARTICLE
VII
THE
CLOSING
7.1 The
Closing of the transactions contemplated by this Agreement (the "Closing")
shall
take place on October 1, 2006 (the "Closing Date"), at the offices of Seller,
at
0000 Xxxxx Xxx Xxxxx, Xxxxxxxx, XX 00000, or at such other time and place as
agreed upon among the parties hereto.
-4-
ARTICLE
VIII
INDEMNIFICATION
8.1 Indemnification
from the Seller.
The
Seller agrees to and shall indemnify, defend (with legal counsel reasonably
acceptable to Buyer), and hold Buyer, its officers, directors, shareholders,
employees, agents, affiliates, and assigns harmless at all times after the
date
of this Agreement, from and against and in respect of, any liability, claim,
deficiency, loss, damage, penalty or injury, and all reasonable costs and
expenses (including reasonable attorneys’ fees and costs of any suit related
thereto) suffered or incurred by Buyer arising from (a) any misrepresentation
by, or breach of any covenant or warranty of Seller contained in this Agreement,
or any exhibit or schedule, certificate, or other instrument furnished or to
be
furnished by Seller hereunder, or any claim by a third party (regardless of
whether the claimant is ultimately successful) that if true would be such a
misrepresentation or breach; (b) any nonfulfillment of any agreement on the
part
of Seller under this Agreement, or from any material misrepresentation in or
material omission from, any certificate or other instrument furnished or to
be
furnished to Buyer hereunder; and (c) any suit, action, proceeding, claim or
investigation, pending or threatened against or affecting Buyer that arises
from, that arose from, or that is based upon or pertaining to Seller’ conduct or
operation of the business of the Seller or Seller’ ownership, possession or use
of the Assets and employment of employees, and any other matter or state of
facts relating to the transactions contemplated herein existing prior to
Closing.
8.2 Indemnification
from the Buyer.
The
Buyer agrees to and shall indemnify, defend (with legal counsel reasonably
acceptable to Seller) and hold Seller, its officers, directors, shareholders,
employees, agents, affiliates and assigns harmless at all times after the date
of Closing from and against, and in respect of any liability, claim, deficiency,
loss, damage, or injury, and all reasonable costs and expenses (including
reasonably attorneys’ fees and costs of any suit related thereto) suffered or
incurred by Seller, from (a) any misrepresentation by, or breach of any covenant
or warranty of, the Buyer contained in this Agreement or any exhibit or
schedule, certificate, or other agreement or instrument furnished or to be
furnished by Buyer hereunder, or any claim by a third party (regardless of
whether the claimant is ultimately successful), that if true, would be such
a
misrepresentation or breach; and (b) any nonfulfillment of any agreement on
the
part of Buyer under this Agreement, or from any misrepresentation in or omission
from, any certificate or other agreement or instrument furnished or to be
furnished to Seller hereunder; and (c) any suit, action, proceeding, claim
or
investigation, pending or threatened against or affecting Seller that arises
from, that arose from, or that is based upon or pertaining to Buyer’ conduct or
operation of the business of the Buyer or Buyer’ ownership, possession or use of
the Assets and employment of employees, and any other matter or state of facts
relating to the transactions contemplated herein existing prior to
Closing.
8.3 Defense
of Claims.
If any
lawsuit or enforcement action is filed against any party entitled to the benefit
of indemnity hereunder, written notice thereof shall be given to the
indemnifying party as promptly as practicable (and in any event not less than
fifteen (15) days prior to any hearing date or other date by which action must
be taken); provided that the failure of any indemnified party to give timely
notice shall not affect rights to indemnification hereunder except to the extent
that the indemnifying party demonstrates actual damage caused by such failure.
After such notice, if the indemnifying party shall acknowledge in writing to
such indemnified party that this Agreement applies with respect to such lawsuit
or action, then the indemnifying party shall be entitled, if it so elects,
to
take control of the defense and investigation of such lawsuit or action and
to
employ and engage attorneys of its own choice to handle and defend the same,
at
the indemnifying party's cost, risk and expense; and such indemnified party
shall cooperate in all reasonable respects, at its cost, risk and expense,
with
the indemnifying party and such attorneys in the investigation, trial and
defense of such lawsuit or action and any appeal arising therefrom; provided,
however, that the indemnified party may, at its own cost, participate in such
investigation, trial and defense of such lawsuit or action and any appeal
arising therefrom. The indemnifying party shall not, without the prior written
consent of the indemnified party, effect any settlement of any proceeding in
respect of which any indemnified party is a party and indemnity has been sought
hereunder unless such settlement of a claim, investigation, suit, or other
proceeding only involves a remedy for the payment of money by the indemnifying
party and includes an unconditional release of such indemnified party from
all
liability on claims that are the subject matter of such proceeding.
8.4 Default
of Indemnification Obligation.
If an
entity or individual having an indemnification, defense and hold harmless
obligation, as above provided, shall fail to assume such obligation, then the
party or entities or both, as the case may be, to whom such indemnification,
defense and hold harmless obligation is due shall have the right, but not the
obligation, to assume and maintain such defense (including reasonable counsel
fees and costs of any suit related thereto) and to make any settlement or pay
any judgment or verdict as the individual or entities deem necessary or
appropriate in such individual’s or entities’ absolute sole discretion and to
charge the cost of any such settlement, payment, expense and costs, including
reasonable attorneys’ fees, to the entity or individual that had the obligation
to provide such indemnification, defense and hold harmless obligation and same
shall constitute an additional obligation of the entity or of the individual
or
both, as the case may be.
-5-
ARTICLE
IX
MISCELLANEOUS
9.1 Notices.
All
notices and other communications provided for herein shall be in writing and
shall be deemed to have been duly given if delivered personally or sent by
registered or certified mail, return receipt requested, postage prepaid, or
overnight air courier guaranteeing next day delivery:
| (a) |
If
to Buyer:
|
Xxxx
Xxxxxxxxx, COO
Warning
Management Services, Inc.
0000
Xxxxx Xxxxx Xxxxxx
Xxxxxxx,
XX 00000
Fax:
(000) 000-0000
With
a
copy to:
Xxxx
Xxxxxxxxx, Esq.
00000
Xxx
Xxxxxx Xxx
Xxxxx
000
Xxxxxx,
XX 00000
Fax:
(000) 000 0000
(b) If
to the
Seller:
Xxxx
X.
Xxxx, CEO
0000
Xxxxx xxx Xxxxx
Xxxxx
000X
Xxxxxxxx,
XX 00000
Fax:
(000) 000 0000
With
a
copy to:
Xxxx
Xxxxxxxxx, Esq.
00000
Xxx
Xxxxxx Xxx
Xxxxx
000
Xxxxxx,
XX 00000
Fax:
(000) 000 0000
All
notices and communications shall be deemed to have been duly given: at the
time
that they are delivered by hand, if personally delivered; three days after
being
deposited in the mail, postage prepaid, sent certified mail, return receipt
requested, if mailed; and the next day after timely delivery to the courier,
if
sent by overnight air courier guaranteeing next day delivery.
If
a
notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives
it.
9.2 Assignment.
This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.
9.3 Counterparts
and Facsimiles.
This
Agreement may be executed in multiple counterparts and in any number of
counterparts, each of which shall be deemed an original but all of which taken
together shall constitute and be deemed to be one and the same instrument and
each of which shall be considered and deemed an original for all purposes.
This
Agreement shall be effective with the facsimile signature of any of the parties
set forth below and the facsimile signature shall be deemed as an original
signature for all purposes and the Agreement shall be deemed as an original
for
all purposes.
9.4 Section
Headings.
The
section headings contained in this Agreement are for convenient reference only
and shall not in any way affect the meaning or interpretation of this
Agreement.
9.5 Entire
Agreement.
This
Agreement, the documents to be executed hereunder and the exhibits and schedules
attached hereto constitute the entire agreement among the parties hereto
pertaining to the subject matter hereof and supersede all prior agreements,
understandings, negotiations and discussions, whether oral or written, of the
parties pertaining to the subject matter hereof, and there are no warranties,
representations or other agreements among the parties in connection with the
subject matter hereof except as specifically set forth herein or in documents
delivered pursuant hereto. No supplement, amendment, alteration, modification,
waiver or termination of this Agreement shall be binding unless executed in
writing by the parties hereto. All of the exhibits and schedules referred to
in
this Agreement are hereby incorporated into this Agreement by reference and
constitute a part of this Agreement.
9.6 Validity.
The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provisions of this Agreement,
which shall remain in full force and effect.
9.7 Survival.
The
respective representations, warranties, covenants and agreements set forth
in
this Agreement shall survive the Closing for the maximum period allowed by
law.
9.8 Public
Announcements.
The
parties hereto agree that prior to making any public announcement or statement
with respect to the transactions contemplated by this Agreement, the party
desiring to make such public announcement or statement shall consult with the
other parties hereto and the parties shall exercise their best efforts to (i)
agree upon the text of a joint public announcement or statement to be made
by
all of such parties or (ii) obtain approval of the other parties hereto to
the
text of a public announcement or statement to be made solely by the party
desiring to make such public announcement; provided, however, that if any party
hereto is required by law to make such public announcement or statement, then
such announcement or statement may be made without the approval of the other
parties.
9.9 Gender.
All
personal pronouns used in this Agreement shall include the other genders,
whether used in the masculine, feminine or neuter gender, and the singular
shall
include the plural, and vice versa, whenever appropriate.
-6-
9.10 Choice
of Law.
This
agreement and all transactions contemplated hereby, shall be governed by,
construed and enforced in accordance with the laws of the State of California.
The parties herein waive trial by jury and agree to submit to the personal
jurisdiction and venue of a court of subject matter jurisdiction located in
Orange County, State of California. In the event that litigation results from
or
arises out of this Agreement or the performance thereof, the parties agree
to
reimburse the prevailing party's reasonable attorney's fees, court costs, and
all other expenses, whether or not taxable by the court as costs, in addition
to
any other relief to which, the prevailing party may be entitled. In such event,
no action shall be entertained by said court or any court of competent
jurisdiction if filed more than one year subsequent to the date the cause(s)
of
action actually accrued regardless of whether damages were otherwise as of
said
time calculable.
9.11 Costs
and Expenses.
All
expenses incurred by the parties hereto in connection with or related to the
authorization, preparation and execution of this Agreement and the Closing
of
the transactions contemplated hereby shall be borne solely and entirely by
the
party that has incurred the same.
9.12 Further
Assurances.
Each
party covenants that at any time, and from time to time, after the Closing
Date,
it will execute such additional instruments and take such actions as may be
reasonably requested by the other parties to confirm or perfect or otherwise
to
carry out the intent and purposes of this Agreement.
9.13 Exhibits
Not Attached.
Any
exhibits or schedules not attached hereto on the date of execution of this
Agreement shall be deemed to be and shall become a part of this Agreement as
if
executed on the date hereof upon each of the parties initialing and dating
each
such exhibit, upon their respective acceptance of its terms, conditions and/or
form.
9.14 Attorney
Fees.
If any
legal action or other proceeding is brought to enforce the provisions of this
Agreement, the prevailing party shall be entitled to recover reasonable
attorneys fees and other costs incurred in the action or proceeding, in addition
to any other relief to which the prevailing party may be entitled.
9.17 Acknowledgement
and Waiver.
Xxxxxxxxx & Associates has explained to each of the undersigned that present
and conflicting interests may exist in reviewing this Agreement; and Xxxxxxxxx
& Associates has informed each of the parties of the nature and possible
consequences of these conflicts. The parties hereby assert that each of them
understand that they have the right to seek independent counsel before executing
this Agreement or at any future time. Each of the undersigned nevertheless
desires representation by Xxxxxxxxx & Associates, and therefore consents and
fives approval for such representation. The parties further release Xxxxxxxxx
& Associates from any and all liability and further agree to indemnify and
defend Xxxxxxxxx & Associates from all suits, judgments, arbitration awards
and the like resulting from its representation of each of our interests and
specifically involving the disclosed potential conflict of
interest.
-7-
IN
WITNESS WHEREOF, the parties hereto have executed or caused this Agreement
to be
executed effective as of the day and year first above written.
SELLER: The
Solvis Group, Inc., a Nevada corporation
By _/s/
Xxxx X. Gaer_________________________
Print
name Xxxx
X.
Xxxx
It’s Chief
Executive Officer
BUYER: Warning
Management Services, Inc., a New York corporation
By _/s/
Xxxx Xxxxxxxxx ______________________
Print
name Xxxx
Xxxxxxxxx
Its Chief
Operating Officer
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