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EXHIBIT 10.1
AGREEMENT
THIS AGREEMENT is made this 1st day of March, 2000, by and among
COLORADO TAB FORCE, LLC, a Colorado limited liability company (the "Seller"),
XXXX XXXXXXXX, XXXX XXXXXXXX, AND XXXX XXXXXX (the "Principals"), INFINITY
GROUP, INC., (the "Manufacturer") and THE EVERGREEN XXXXXXX.XXX, INC., a
Colorado corporation (the "Buyer").
RECITALS:
The Seller is engaged in the business (the "Business") of owning and
operating Tab Force Pulltab Validation Units and pull tickets manufactured by
Manufacturer and licensed as bingo equipment and used in licensed gaming
operations in the State of Colorado. The Seller leases certain units from third
parties and has rights and obligations relative to such units pursuant to those
leases. Buyer and Seller desire to negotiate a residual buyout of those leases
and arrange for payments to be made on those leases in order that Buyer may own
240 Pulltab Validation Units free and clear of all liens and encumbrances on the
terms and conditions hereinafter set forth. In the event such arrangements
cannot be made with such third parties, Seller owns additional units which it
has the ability to transfer unencumbered marketable title to, and Seller shall
sell those units to Buyer upon the terms and conditions hereinafter.
Manufacturer and Buyer desire to establish a master distributorship arrangement
in accordance with the Master Distributorship Agreement attached hereto as
EXHIBIT A and made a part hereof.
NOW THEREFORE, for valuable consideration, the parties agree as
follows:
1. AGREEMENT TO ACQUIRE ASSETS.
(a) Included Assets. The Buyer shall purchase and acquire from the
Seller, and the Seller shall sell, transfer, assign and convey to the Buyer the
following "Assets":
(i) Inventory. 240 Tab Force Validation Units ("the Units"),
pedestals, chairs, computers and peripherals (collectively the "Inventory").
Attached hereto as EXHIBIT B is a list of the Inventory and the serial
numbers of the Inventory as of the Closing Date. The Inventory must be in
good operating condition and in a state of reasonable maintenance and
repair. The Inventory must not have any material defects, be in good
workable operating condition and must be suitable for the purposes for which
it are used and in compliance with all applicable law. By virtue of the
existence of the Leases, Seller does not own clear title to certain of the
Units which are owned by the lessors under the Leases, and Buyer and Seller
shall work together with the lessors to negotiate a residual buyout
arrangement with the lessors in order that Buyer may receive the Units free
and clear of all liens and encumbrances. In the event certain of the Units
are not able to be transferred free and clear of all liens and encumbrances,
Seller shall be permitted to substitute Tab Force Validation Units for those
listed on the Inventory, so long as the total number of units sold to Buyer
is 240.
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(ii) Intangible Assets. All of the Seller's trademarks, trade
names, goodwill and similar items used in connection with the Business
including, but not limited to, the name "Colorado Tab Force" (collectively
the "Intangible Assets").
(b) Excluded Assets. Notwithstanding the foregoing, the Assets shall
not include any of the following: (i) cash, cash equivalents, and bank deposits;
and (ii) prepaid utilities, insurance and taxes.
(c) Excluded Liabilities. The Buyer will not assume or be responsible
for any obligation or liability of the Seller or the Principals and the Seller
and the Principals will continue to be responsible for all obligations and
liabilities, whether known or unknown, fixed or contingent, liquidated or
unliquidated and secured or unsecured, whether arising prior to, at or
subsequent to the Closing, whether or not related to the Business and whether or
not disclosed to the Buyer (collectively, the "Excluded Liabilities"). Without
limiting the generality of the foregoing, the Excluded Liabilities include any
obligations or liabilities of the Seller or the Principals: (i) Arising out of
or relating to this Agreement or the transactions contemplated hereby; (ii)
Constituting indebtedness, including obligations for borrowed money,
representing the deferred purchase price of any property or pursuant to any
guaranties; (iii) For federal, state, local or foreign taxes, including any
taxes arising out of or resulting from the consummation of the transactions
contemplated by this Agreement; (iv) To any present or former Principals,
managers of the Seller or any of its predecessors; (v) Arising out of or
relating to any actual or alleged breach or failure to perform by the Seller or
the Principals or of their respective predecessors under any contract,
commitment, arrangement or understanding; (vi) Relating to any litigation
pending or threatened against the Seller or the Principals, including the
Litigation (defined herein); (vii) Under any Environmental Laws; (viii) To any
current or former employee of the Seller or any of its predecessors, including
obligations for wages, bonuses, employee benefits, fringe benefits, vacation or
holiday pay, severance pay or worker's compensation, or under any federal,
state, local or foreign law relating to employment; (ix) Which have accrued or
were incurred by the Seller or the Principals, or which arise out of any event
that occurred or state of facts that existed, at or prior to the time of the
Closing; (x) Relating to any activities or businesses of the Seller or the
Principals other than the Business; or (xi) Relating to any Excluded Asset.
2. PURCHASE PRICE.
(a) Initial Purchase Price. The purchase price (the "Purchase Price")
for the Assets (assuming no adverse change in assets, liabilities, revenues and
earnings have occurred since the date of financials furnished to Buyer) shall be
$710,000.00. The Purchase Price shall be adjusted to reflect changes in the
Assets.
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3. CLOSING. The transactions contemplated in this Agreement shall be
consummated on the 31st day of May, 2000, or such other date as the parties may
agree upon (the "Closing Date"). The parties shall take the following actions
prior to or on the Closing Date:
(a) Payments. The Buyer shall pay the Purchase Price to the Seller in
accordance with the following schedule:
(i) Forty Thousand Dollars ($40,000.00) was advanced to Seller on
January 27, 2000.
(ii) Sixty Thousand Dollars ($60,000.00) will be paid to Seller
upon execution of this Agreement.
(iii) Twenty Thousand Dollars ($20,000) will be paid to Seller on
April 5, 2000.
(iv) Three Hundred and Ten Thousand Dollars ($310,000.00) will be
paid to Seller on April 30, 2000.
(v) Twenty Thousand Dollars ($20,000) will be paid to Seller on
May 5, 2000.
(vi) Buyer shall deliver to the Seller the Balance of the Purchase
Price, Two Hundred Sixty Thousand Dollars ($260,000.00), on May 31, 2000.
The Purchase Price shall be paid by Seller to the lessors in full
satisfaction of the outstanding amounts due and owing on the Leases. The
parties agree and acknowledge that the Purchase Price shall be nonrefundable
if, and only if, ownership of the 240 Units is transferred to Buyer free and
clear of all liens and encumbrances and the Units are confirmed to be in
good operating condition. In the event ownership of 240 Units is not
transferred to Buyer free and clear of all liens and encumbrances and the
Units are confirmed to be in good operating condition by or on the Closing
Date, all of the Purchase Price shall be refunded by Seller. In the event
Seller is able to deliver ownership of 240 Units to Buyer free and clear of
all liens and encumbrances and the Units are confirmed to be in good
operating condition by or on the Closing Date, and the Buyer fails to
deliver the balance of the Purchase Price and consummate the transaction
pursuant to the terms and conditions hereof, no part of the Purchase Price
shall be refunded to Buyer.
(b) Closing Documents. The Buyer and the Seller shall execute the
following documents and take the following actions on or before the Closing
Date:
(i) The Seller shall deliver the following to the Buyer: (aa) a
duly executed general instrument of transfer or appropriate assignments
transferring the Assets to the Buyer; (bb) certified copies of resolutions
of the Seller's members (managers) authorizing the execution and delivery of
this Agreement by the Seller and the consummation of the transactions
contemplated herein; and (cc) such other documents as may be required to
consummate the transactions contemplated herein.
(ii) The Buyer shall deliver the following to the Seller: (aa) the
checks representing the Purchase Price referred to above on the due date of
each payment; (bb) certified copies of resolutions of the officers of the
Buyer authorizing the execution and delivery of this
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Agreement by the Buyer and the consummation of the transactions contemplated
herein; and (cc) such other documents as may be required to consummate the
transactions contemplated herein.
(c) Place of Closing. All transactions contemplated herein shall be
consummated at Buyer's counsel's offices, or at such other place as the parties
may mutually determine.
(d) Further Assurances. Following the Closing Date, at the request of
the Buyer, the Seller shall deliver any further instruments of transfer and
shall take all such further action as may be necessary or appropriate to vest in
the Buyer good title to the Assets and to effectuate the transactions
contemplated herein.
4. REPRESENTATIONS AND WARRANTIES BY SELLER AND PRINCIPALS. The Seller
and the Principals jointly and severally represent and warrant to the Buyer that
the following statements are true and correct as of the date hereof and will be
true and correct on the Closing Date:
(a) Corporate Standing and Authority. The Seller is a limited liability
company duly organized and validly existing in good standing under the laws of
Colorado with full power and authority to own its property and conduct its
business as now being conducted. The Seller and the Principals have by proper
corporate proceedings duly authorized the execution, delivery and performance of
this Agreement and the Closing Documents. The Seller and the Principals have the
power and authority to execute this Agreement and all other documents
contemplated herein to which either of them is or will be a party (the "Closing
Documents").
(b) Binding Agreement. The Seller and the Principals have duly executed
and delivered this Agreement. This Agreement is, and when executed and delivered
on the Closing Date each of the Closing Documents will be, the legal, valid and
binding obligations of the Seller and the Principals, as applicable, enforceable
against the Seller and the Principals in accordance with their respective terms.
(c) Absence of Conflicting Agreements. Neither the execution or
delivery of this Agreement nor the execution and delivery of any of the Closing
Documents by the Seller or the Principals, nor the performance by the Seller or
the Principals of the transactions contemplated hereby and thereby, conflicts
with, or constitutes a breach of or a default under: (i) the Articles of
Organization or Operating Agreement of the Seller; (ii) any applicable law,
rule, judgment, order, writ, injunction or decree of any court; (iii) any
applicable rule or regulation of any administrative agency or other governmental
authority; or (iv) any agreement, lease, indenture, instrument or contract to
which the Seller or the Principals is now a party or by which either is bound,
or which affects any of the Assets.
(d) Consents. Seller, the Principals, and Manufacturer shall use their
best efforts to assist Buyer with obtaining any required licenses or approvals,
so long as such efforts result in no additional expense to Seller or
Manufacturer.
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(e) Taxes. The Seller has filed all appropriate federal, state and
other tax returns for all periods on or before the due dates of such returns. No
claim or liability is pending or has been assessed or asserted or threatened or
will be assessed or asserted against the Seller in connection with any such
taxes which is or may become a lien or charge against the Assets.
(f) Financial Statements. Intentionally Omitted.
(g) Labor Matters. Intentionally Omitted.
(h) Compliance with Laws. The Seller has operated the Business in
compliance with all applicable federal, state, local or other governmental laws
or ordinances, and all applicable orders, rules and regulations of federal,
state, local or other governmental agencies (including, without limitation, all
environmental, energy, safety, fire, health, zoning, anti-discrimination,
antitrust, ordinances, codes, orders, rules or regulations). The Seller has not
received any claim or notice that the Business is not in compliance with any of
the foregoing.
(i) Litigation and Insurance. Other than as described below in
Subsection 7(c), there are no actions, lawsuits or proceedings pending or
threatened against the Seller in law or in equity, or before any governmental
agency that, if determined adversely to the Seller, would affect the Assets
being sold hereunder or the Business. Seller maintains general liability
insurance on the Assets through The Bingo Company, which shall remain in effect
through the Closing Date. After the Closing Date, Buyer shall maintain insurance
on the Assets.
(j) Contractual Interests. The Seller is not a party to any material
contract, agreement or understanding (whether oral or written) relating to the
Business, other than as set forth in Section 7(c).
(k) Marketability. The Seller will convey the Assets to the Buyer free
and clear of any mortgage, pledge, lien, encumbrance, charge, claim, title
retention agreement or other security interest or arrangement other than the
ICON and GMAC Leases referred to in Section 7(c) hereof.
(l) Relationships. There is no dispute or controversy existing between
the Seller or the Business and any of its customers with respect to any product
or service sold or furnished by the Seller. There is no dispute or controversy
existing between the Seller and any supplier or other contractor with respect to
any product or service purchased by the Seller from such person.
(m) Absence of Certain Events. Intentionally Omitted.
(n) Hazardous Substances. Intentionally Omitted.
(o) Disclosure. No representation or warranty by the Seller or the
Principals in this Agreement and no information in any statement, certificate,
schedule or other documents furnished or to be furnished to the Buyer pursuant
hereto, or in connection with the transactions contemplated hereby, contains or
will contain any untrue statement of a material fact, or omits or will omit to
state a material fact necessary to make the statements contained herein or
therein not
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misleading. Except as disclosed in this Agreement and the exhibits attached
hereto, there is no fact which the Seller, Manufacturer, and the Principals have
not disclosed to the Buyer in writing which materially adversely affects or, so
far as the Seller and the Principals can now foresee, may materially adversely
affect the Business, operations, prospects, properties, assets, profits or
conditions (financial or otherwise) of the Seller, the Assets or the Business.
5. REPRESENTATIONS AND WARRANTIES BY THE BUYER. The Buyer represents
and warrants to the Seller and the Principals that the following statements are
true and correct as of the date hereof and will be true and correct as of the
Closing Date:
(a) Corporate Authority. The Buyer has, by proper corporate
proceedings, duly authorized the execution, delivery and performance of this
Agreement.
(b) No Prohibition Against Purchase. The Buyer is not a party to or
otherwise subject to any agreement, indenture, instrument, judgment, decree or
any other regulation or demand of any government, bureau, board or agency which
would prohibit the consummation of the transactions contemplated by this
Agreement.
6. OBLIGATIONS OF THE PARTIES UNTIL THE CLOSING DATE.
(a) Affirmative Covenants. Between the date hereof and the Closing
Date, the Seller will:
(i) maintain the Assets in the same repair, order and condition as
they were in at the execution of this Agreement, ordinary wear and tear
excepted;
(ii) maintain in full force and effect all permits, if any;
(iii) maintain in full force and effect the insurance policies and
binders currently in effect relating to the Business or the Assets;
(iv) maintain all of the books and records of the Business in
accordance with past practices;
(v) comply with all provisions of the contracts and agreements
relating to or affecting the Business or the Assets and with the provisions
of all laws, rules and regulations applicable thereto; and
(vi) promptly advise the Buyer in writing of the threat or
commencement against the Seller or the Business of any dispute, claim,
action, suit or proceedings, arbitration or investigation or the occurrence
of any development (exclusive of general economic factors affecting the
Business in general) of a nature that is or may be adverse to the
operations, properties, assets or prospects of the Business or the Assets
other than the Litigation.
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7. CONDITIONS TO OBLIGATION OF THE BUYER. The obligations of the Buyer
to acquire the Assets in accordance with the terms of this Agreement on the
Closing Date shall be subject to the fulfillment on or prior to the Closing Date
of each of the following conditions:
(a) Accuracy of Representations. All representations and warranties of
the Seller and the Principals contained in this Agreement or otherwise made in
writing pursuant to this Agreement shall be true and correct on and as of the
Closing Date with the same force and effect as though made on and as of the
Closing Date.
(b) No Change of Condition. The Business and property of the Seller
shall not have been adversely affected in any material way as a result of any
judicial, administrative or governmental proceeding, or losses.
(c) Icon Approval/Litigation Indemnification. The obligation of Buyer
to deliver the Purchase Price to Seller is expressly contingent upon the
dismissal with Prejudice of Bernalillo County, New Mexico, Second Judicial
District Court Civil Action No. CV-99-09918, Icon Receivables 1998-A, Inc., a
Delaware corporation ("ICON") v. Infinity Group, Inc., a New Mexico corporation,
Xxxxx X. Xxxxxx, H. Xxxx Xxxxxx, Xxx X. Xxxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxxxxx,
and Xxxxxxx Xxxxxxx (the "Litigation") on or before the Closing Date. Seller,
the Principals, and Manufacturer agree to indemnify and hold Buyer harmless
pursuant to Paragraph 9(g) herein with regard to the Litigation.
The Units are currently subject to the existing leases between Seller,
Manufacturer, and ICON and Phoenix Corp., n/k/a GMAC dated June 23, 1998 and
December 30, 1997 respectively (individually the "ICON Lease" and the "GMAC
Lease" and collectively the "Leases", copies of which are attached hereto as
EXHIBITS C AND D). It is the intent of the parties hereto that the Litigation be
resolved and that the parties negotiate a settlement with ICON including a
residual buyout figure to be paid by Buyer in order to transfer the Units
subject to the ICON Lease upon terms agreeable to both Buyer and ICON. Seller
and Manufacturer agree that the exercise of the residual buyout rights set forth
in the Leases shall be exercised by Buyer and on Buyer's behalf, and Seller and
Manufacturer agree to perform their obligations under the Leases which are
prerequisites to exercising their purchase options under the Leases, such as
notice and appraisal covenants. In the event the Units subject to the ICON Lease
may not be transferred pursuant to a residual buyout arrangement suitable to the
parties and ICON, Seller and Manufacturer shall arrange for the substitution of
120 validation units in good and working condition for the 120 Units subject to
the ICON Lease. Seller and Principals represent and warrant that the transfer of
the Units subject to the Leases as contemplated herein do not violate any terms
and conditions of the Leases or otherwise constitute a default under the Leases.
(e) Execution of Master Distributorship Agreement. The obligation of
Buyer to deliver the Purchase Price to Seller is expressly contingent upon the
execution of the Infinity/Evergreen Master Distributing Agreement between
Infinity Group, Inc., and Evergreen, Inc., a copy of which is attached hereto as
EXHIBIT A.
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8. CONDITIONS TO OBLIGATION OF THE SELLER. The obligation of the Seller
to sell and deliver the Assets to the Buyer in accordance with the terms of this
Agreement on the Closing Date shall be subject to the fulfillment on or prior to
the Closing Date of each of the following conditions:
(a) Representations. All representations and warranties of the Buyer
contained in this Agreement or otherwise made in writing pursuant to this
Agreement shall be true and correct on and as of the Closing Date with the same
force and effect as though made on and as of the Closing Date.
9. CONTINUING OBLIGATIONS OF PARTIES.
(a) Name.
(i) The Seller and the Principals shall not use the name "Colorado
Tab Force" or any variation thereof in the Business or otherwise after the
Closing Date.
(ii) Immediately following the Closing, the Seller shall amend its
Articles of Organization to change its corporate name to a name which is not
similar to "Colorado Tab Force."
(b) Discharge of Liabilities. The Seller shall pay all liabilities and
obligations of the Seller or the Business which are not assumed by the Buyer
hereunder as and when the same shall become due and payable.
(c) Collection of Accounts Receivable. Intentionally Omitted.
(d) Employees. Intentionally Omitted.
(e) Continuing Relationships. The Seller, the Manufacturer, and the
Principals shall use their best efforts to assure the development and
continuation of favorable relationships between the Buyer and the Seller's
existing customers and suppliers. In addition, the Seller and the Principals
shall, from and after such time, direct to the Buyer all inquiries from such
customers and other persons regarding the Tab Force validation units. The
Seller and the Principals shall, from and after the Closing Date, maintain the
absolute confidentiality of all matters relating to the Business.
(f) Non-Competition. During the period commencing on the Closing Date
and ending sixty (60) months thereafter, the Seller and the Principals shall
not, directly or indirectly, engage in the Business or in the sale or
distribution of any other machines similar to or in competition with the pull
tab validation units or pull tab reader machines within the following territory:
the State of Colorado other than as set forth in the Master Distribution
Agreement as referenced in Paragraph 7(e) hereof and attached hereto as Exhibit
A. For purposes of this subparagraph, the term "directly or indirectly" engaging
in Business shall include, but not be limited to: (i) acting as an agent,
representative, consultant, officer, director, independent contractor, or
employee of any entity or enterprise; and (ii) participating directly or
indirectly in any such entity or
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enterprise as an owner, partner, limited partner, joint venturer, material
creditor or stockholder (except as a stockholder holding less than a one percent
(1%) interest in a corporation whose shares are traded on a national securities
exchange or in the over-the-counter market). Principals Xxxx Xxxxxxxx, Xxxx
Xxxxxxxx and Xxxxxxx Xxxxxxx as officers and owners, officers, and directors of
the Bingo Company, a Colorado corporation, shall continue in the business of
being bingo suppliers to users of bingo equipment throughout the State of
Colorado and elsewhere. The principals of Evergreen Xxxxxxx.xxx, Inc., Xx.
Xxxxxx Xxxxx, Mr. Tip Xxxxxxx, and Xxx Xxxxxx, shall not directly or indirectly
engage in the business or in the sale of bingo supplies and equipment other than
the tab force validation unit machines and pull tab tickets dispensed by said
machines for the same period of time and under the same conditions within the
State of Colorado and/or the State of Nevada. All parties shall be entitled to
enforce the provisions of this subparagraph by injunctive relief.
(g) Indemnification. The Seller and the Principals shall jointly and
severally indemnify the Buyer fully and hold the Buyer harmless against and in
respect of all claims, demands, actions or causes of action, assessments,
losses, damages, liabilities, judgments, costs and reasonable expenses
(including interest and attorney's fees) asserted against or incurred by the
Buyer arising out of or relating to: (i) any Excluded Liabilities, including the
Leases; (ii) a breach of any representation, warranty or agreement of the Seller
or the Principals contained in this Agreement; (iii) the Litigation; (iv)
arising out of any act or omission of the Seller or the conduct of the Business
prior to the Closing Date. The Buyer shall indemnify and hold harmless the
Seller and the Principals from and against and in respect of all claims,
demands, actions or causes of action, assessments, losses, damages, liabilities,
judgments, costs and reasonable expenses (including interest and attorney's
fees) asserted against or incurred by the Seller or the Principals arising out
of or relating to: Buyer's acts or omissions in connection with Buyer's
operation of the Business from and after January 6, 2000 up to and including the
Closing Date.
10. EXPENSES.
(a) General. Each party hereto shall pay all expenses incurred by it in
connection with the negotiation, execution and performance of this Agreement,
whether or not the transactions contemplated herein are consummated, including
the fees and expenses of the counsel and accountants of each.
(b) Proration of Taxes and Expenses. All personal property taxes on the
Assets shall be deemed to cover the calendar year in which the taxes become a
lien. Personal property taxes which became a lien in years prior to the calendar
year of the Closing Date shall be paid by the Seller without proration. Taxes
which become a lien in the calendar year of the Closing Date shall be prorated
so that the Seller shall be charged with taxes from the first of the year to the
Closing Date, and the Buyer shall be charged with taxes for the balance of the
year. All other taxes and expenses shall be prorated as of the Closing Date.
11. SURVIVAL OF REPRESENTATIONS. All representations, warranties and
agreements contained in this Agreement or made pursuant to the transactions
contemplated by this Agreement shall survive the Closing Date and the
consummation of the transactions contemplated herein for a period of three
years after the Closing Date. Notwithstanding the
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foregoing, the representations, warranties and agreements of each party shall
continue in effect from and after the expiration of such three year period with
respect to specific claims or specific potential claims that are described in
any written notice given to such party by any other party prior to the
expiration of such period.
12. MISCELLANEOUS.
(a) Notices. All notices, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given or delivered by
personal delivery, facsimile transmission, overnight courier, or if mailed by
certified mail, return receipt requested, postage prepaid as follows:
To Seller and Principals at:
Colorado Tab Force, LLC
0000 X. Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
With a copy to:
Xxxxxx X. Xxxxxxxxx, Esq.
One Cherry Center, Suite 610
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
To Buyer at:
Evergreen Xxxxxxx.xxx, Inc.
0000 X. 00xx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
With a copy to:
Campbell, Bohn, Killin, Brittan, & Ray LLC
Attn: Xxxx Xxxxxxxx
000 Xx. Xxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
(b) Entire Agreement. This Agreement contains the entire understanding
of the parties and shall not be amended except by a written instrument hereafter
signed by the parties hereto.
(c) Governing Law. The validity and construction of this Agreement
shall be governed by the laws of the State of Colorado.
(d) Counterparts. This Agreement may be executed in counterparts and by
facsimile, each of which shall be deemed an original but all of which together
shall constitute one and the same instrument.
(e) Assignability. Neither this Agreement nor any of the rights,
interests or obligations hereunder may be assigned by either the Seller or the
Buyer without the prior written consent of
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(c) Governing Law. The validity and construction of this Agreement
shall be governed by the laws of the State of Colorado.
(d) Counterparts. This Agreement may be executed in counterparts and by
facsimile, each of which shall be deemed an original but all of which together
shall constitute one and the same instrument.
(e) Assignability. Neither this Agreement nor any of the rights,
interests or obligations hereunder may be assigned by either the Seller or the
Buyer without the prior written consent of the other party. This Agreement and
all of the provisions hereof will be binding upon and inure to the benefit of
the parties hereto and their respective successors and permitted assigns.
(f) Recording. This Agreement shall not be recorded in the public
records of any state, city or county where the Assets are located.
IN WITNESS WHEREOF the parties hereunto have set their hands and seals
the day and year first above written.
Colorado Tab Force, LLC., a Colorado limited liability company
/s/ XXXXXXX X. XXXXXXX
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By: Xxxxxxx X. Xxxxxxx
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Its: Authorized Signatory
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Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
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Xxxx Xxxxxx
The Evergreen Xxxxxxx.xxx, a Colorado corporation
/s/ XXXXXX X. XXXXX
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By: Xxxxxx X. Xxxxx
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Its: President
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