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Exhibit 10.11
SECURITY ASSOCIATES/INTEC
PURCHASE OF MEMBERSHIP INTERESTS OF LIMITED LIABILITY COMPANIES
This Agreement is made as of September 5, 1996, between Intec Company,
Inc., a Michigan corporation, d/b/a/ Midstate Security (the "Seller"), and
Security Associates International, Inc. (the "Purchaser").
WHEREAS, Seller is the owner of fifty percent (50%) of the outstanding
membership interests of Security Associates Command Center II, LLC, a Michigan
limited liability company ("SACC"), and Monitor Service Group, LLC, an Illinois
limited liability company ("MSG") is the owner of the remaining fifty percent
(50%) of such membership interests; and
WHEREAS, Seller is the owner of one percent (1%) of the outstanding
membership interests of All-Security Monitoring Services, LLC, an Illinois
limited liability company (the "Subsidiary"), SACC is the owner of ninety eight
percent (98%) of the membership interests of the Subsidiary and Purchaser is
the owner of the remaining one percent (1%) of the membership interests of the
Subsidiary; and
WHEREAS, Seller wishes to sell and Purchaser wishes to purchase all of
Seller's membership interests in SACC and in the Subsidiary ("Seller's
Membership Interests");
NOW THEREFORE, in consideration of the mutual promises and covenants set
forth below, the parties do hereby agree as follows:
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SECTION I
1.1. Sale. Seller shall sell to Purchaser and Purchaser shall purchase
from Seller on the Closing Date (as hereinafter defined) all of Seller's right,
title and interest in and to Seller's Membership Interests.
1.2. Payment of Purchase Price. The purchase price of the aforesaid sale
of Seller's Membership Interests shall be one million five hundred thousand
dollars ($1,500,000) payable on the Closing Date by certified check or checks
or by wire transfer of immediately available funds.
1.3. Payment of Bank Loan. Upon delivery by Seller to Purchaser of all of
the documents required to be delivered pursuant to Section 1.4.1, Purchaser
shall pay to the NBD Bank ("NBD"), at the Closing, by means of a certified
check or checks, or by wire transfer of immediately available funds, an amount
sufficient to pay in full the outstanding principal balance and accrued
interest of two loans heretofore made by NBD to SACC evidenced by the
promissory notes dated May 31, 1996 and November 4, 1994 the security
agreements dated May 31, 1996 and November 4, 1994 in the aggregate amount of
$732,874.24 as of July 31, 1996 (the "NBD Loans"). In consideration for such
payment, NBD shall release Seller, Purchaser and their respective subsidiaries
and SACC from any and all liability to NBD under said loan and shall release
all liens and personal guarantees with respect thereto.
1.4. Delivery of Documents at the Closing.
1.4.1 Delivery of Documents by Seller. At the Closing (as
hereinafter defined) Seller shall deliver to Purchaser the following documents:
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(i) a duly executed, undated Assignment of Membership Interests
("Assignment") in the form attached as Exhibit 1.4A evidencing the
sale and transfer of legal title to Purchaser of Seller's Membership
Interests;
(ii) a duly executed, irrevocable power of attorney ("Power of
Attorney") in the form attached as Exhibit 1.4B from Seller to
Purchaser authorizing Purchaser to vote Seller's Membership
Interests with respect to the amendment of SACC's and the
Subsidiary's Articles of Organization and Operating Agreement, the
withdrawal of Seller and admission of Purchaser as a member of SACC
and the Subsidiary, the replacement and employment of managers of
SACC and members or representatives of SACC, the modification or
revocation of resolutions adopted by SACC members, and with the
exception of, (i) the Lease (as hereinafter defined), and (ii)
SACC's obligations with respect to monitoring accounts owned by
Seller, the cancellation of all agreements between Seller and
Purchaser, Seller and MSG, MSG and SACC and Seller and SACC with
respect to SACC and/or the Subsidiary;
(iii) a duly executed and undated mutual release, in the form of
Exhibit 1.4C (the "Mutual Release").
(iv) The opinion of Seller's Counsel delivered pursuant to Section
5.6 hereof (the "Seller's Legal Opinion").
1.4.2 Delivery of Bank Letter, Certified Checks and other Documents
by Purchaser. Simultaneously with the delivery by Seller of all of the
documents required to be delivered by Seller pursuant to Section 1.4.1,
Purchaser shall deliver to Seller at the Closing, (i) a
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letter from NBD to SACC ("NBD Letter")) to the effect that the principal and
accrued interest to the Closing Date (as hereinafter defined) of the NBD Loans
to SACC have been paid in full and that Seller, SACC, Purchaser, MSG, and their
respective subsidiaries will be released from all liability to NBD with respect
to said Loans, (ii) a written statement from NBD ("the NBD Release Statement")
that all liens and personal guarantees with respect to the NBD Loans have been
or will be released together with at least three (3) executed UCC lien
releases, for each lien so released, and (iii) a certified check or checks
payable to Seller in the amount of one million five hundred thousand dollars
($1,500,000) ("Certified Checks") or a wire transfer of immediately available
funds in favor of Seller or such person as Seller may designate ("Wire
Transfer") at Seller's option, (iv) a duly executed and undated copy of the
Mutual Release, and (v) the opinion of Purchaser's Counsel delivered pursuant
to Section 6.4 (the "Purchaser's Legal Opinion").
SECTION II
Closing Date
2.1. Closing Date. The closing of the purchase and sale of Seller's
Membership Interests hereunder shall be held at the offices of Purchaser's
counsel, Xxxxxxxx & Xxxxxx, Ltd., 00 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx,
Xxxxxxxx at 9:00 a.m., local time on September 5, 1996 (the "Closing") or at
such other time and place upon which the Seller and the Purchaser shall agree
(the date of the Closing is hereinafter referred to as the "Closing Date").
2.2. Delivery; Consideration. At the Closing (i) Seller shall deliver to
Purchaser the documents specified in Section 1.4.1 and (ii) Purchaser shall
deliver to Seller, the documents specified in Section 1.4.2. If either Seller
or Purchaser shall fail to deliver to the other party all
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the documents that Seller or Purchaser is required to deliver pursuant to this
Agreement, then in such event, either Seller or Purchaser (whether or not in
default with respect to the delivery of such documents) may request in writing
at any time that all the documents theretofore delivered by either party be
returned to such party, and all such documents shall be returned immediately to
the party that delivered them in the first instance to the other party.
SECTION III
Representations and Warranties of Seller
3.1. Organization and Standing. Seller is a corporation duly organized
and existing under, and by virtue of, the laws of the State of Michigan and is
in good standing under such laws. Seller has requisite corporate power and
authority to own and operate its properties and assets, and to carry on its
business as presently conducted. The Seller's Certificate of Good Standing
issued by the Secretary of State of Michigan dated as of a dated August 16,
1996 is attached as Exhibit 3.1.
3.2. Corporate Power. Seller will have at all times prior to and on the
Closing Date all requisite legal and corporate power and authority necessary to
execute and deliver this Agreement, to sell Seller's Membership Interests to
Purchaser, to grant the Power of Attorney, to execute the Assignment and the
Mutual Release.
3.3. Authorization. All corporate action on the part of Seller necessary
for the authorization, execution, delivery and performance of this Agreement
and of the documents specified in Section 1.4.1 to be executed by Seller has
been taken or will be taken prior to the
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Closing. This Agreement, and said documents, when executed and delivered by
Seller, shall constitute a valid and binding obligation of Seller, enforceable
in accordance with its terms.
3.4. Good Standing of SACC. SACC is a limited liability company duly
formed and existing under, and by virtue of the laws of Michigan and is in good
standing under such laws. SACC has the requisite power to own and operate its
properties and assets and to carry on its business as presently conducted. All
necessary action has been taken by SACC, the Subsidiary and their respective
members to create Seller's Membership Interests which are valid and existing
membership interest entitled: to (i) fifty percent (50%) of all the rights and
privileges of all membership interests of SACC as provided in SACC's Articles
of Organization and Operating Agreement and by law and (ii) one percent (1%) of
all the rights and privileges of all membership interests of the Subsidiary as
provided in the Subsidiary's Articles of Organization and Operating Agreement
and by law. Seller has not transferred Seller's Membership Interests or any
equitable, economic or other interest therein to any person, has not created an
equitable, economic or other interest in Seller's Membership Interests, and has
not created or permitted the creation by a third party of any lien on Seller's
Membership Interests or on any equitable, economic or other interest therein.
To Seller's knowledge, Seller, SACC and Purchaser are the only members of the
Subsidiary.
3.5. Title to Seller's Membership Interests. Seller has, and upon
consummation of the sale of Seller's Membership Interests to Purchaser as
provided in this Agreement Purchaser will acquire, good and marketable title to
Seller's Membership Interests, free and clear of any and all options, rights,
pledges, liens, security interests, charges or encumbrances whatsoever.
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3.6. SACC: Good Title to Assets and Financial Statements. SACC and to
the best of Seller's knowledge, the Subsidiary, have good and marketable title
to their properties, assets and leasehold interests, subject only to liens
disclosed on Schedule 3.6 and in SACC's financial statements. To the best of
Seller's knowledge, the financial statements of SACC as of June 30, 1996 (the
"Financial Statements") heretofore delivered to Purchaser are complete and
correct in all material respects, were prepared on a consolidated basis in
accordance with generally accepted accounting principles consistently applied
and accurately set out and describe the financial condition and operating
results of SACC and the Subsidiary as of the dates, and during the periods,
indicated therein.
3.7. Material Liabilities; Absence of Change. To the best of Seller's
knowledge, except as disclosed on Schedule 3.7, neither SACC nor the Subsidiary
has any material liabilities or obligations. No material adverse change in the
assets, condition, affairs or prospects of SACC, or the Subsidiary have
occurred since June 30, 1996. There have been no changes in the rate of
compensation or in the benefits of any employee of SACC or the Subsidiary from
those set forth on Schedule 3.13, and no commitment has been made to increase
any of the foregoing.
3.8. Environmental and Safety Regulations. Seller and SACC know of no
violation by itself or the Subsidiary of any environmental or safety regulation
that would have a material adverse effect on the business, properties,
prospects or financial condition of SACC or the Subsidiary, and Seller shall
hold Purchaser harmless from any such violation by Seller with respect to the
premises in Grand Rapids, Michigan rented by Seller to SACC, provided the
violation does not result from an act or acts of SACC or its employees.
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3.9. Tax Matters. SACC and the Subsidiary have timely filed all tax
returns that are required to have been filed by them with all applicable
authorities, have timely paid all taxes owed by them and are unaware of any
pending matter which would result in the assertion by any taxing authority of
any valid deficiency in any material amount for taxes due from SACC, the
Subsidiary or their respective members.
3.10. Compliance with Other Instruments. The execution, delivery and
performance of and compliance with this Agreement, and the sale to Purchaser of
Seller's Membership Interests, will not result in any material violation of, or
conflict with, or constitute a material default under, the Articles or By-Laws
of Seller, or the Certificate of Organization or Operating Agreement of SACC or
any agreement of Seller, SACC or the Subsidiary, or result in the creation of
any mortgage, pledge, lien, encumbrance or charge upon Seller's Membership
Interests, SACC or, to the best of Seller's knowledge, the Subsidiary; and
there is no such violation or default which materially adversely affects the
business of SACC or the Subsidiary.
3.11. Brokers or Finders. Seller has not incurred and will not incur,
directly or indirectly, as a result of any action taken by Seller or Purchaser
pursuant to this Agreement, any liability for brokerage or finders' fees or
agents' commissions or any similar charges in connection herewith.
3.12. Litigation. There are no actions, suits, proceedings or
investigations pending against SACC or the Subsidiary or their respective
properties before any court or governmental agency (nor, to the best of
Seller's knowledge, is there any reasonable basis therefor) except as described
in Schedule 3.12.
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3.13. Managers and Employees. No manager or employee of SACC or the
Subsidiary has any employment or profit sharing agreement with SACC or the
Subsidiary that is not terminable at will without cost to SACC or has any
interest in any material contract with SACC or the Subsidiary. Neither SACC
nor the Subsidiary is the guarantor of the obligation of any manager, employee
or other person. Schedule 3.13 is a true and complete list of all of the
employees of SACC and the Subsidiary (listed separately) and their respective
annual rates of compensation.
3.14. Insurance. SACC and the Subsidiary have fire, casualty and
liability insurance policies, in such amounts and with such coverage as, to
Seller's knowledge, are carried by similar companies in SACC's industry, and
such insurance, to Seller's knowledge, is adequate for the SACC and the
Subsidiary's business as presently proposed to be conducted.
3.15. Subsidiary of SACC. SACC has only one directly-owned subsidiary.
The Subsidiary is an Illinois limited liability company and, to Seller's
knowledge, owns no equity interest in any other company or entity. Ninety
eight percent (98%) of the membership interests of the Subsidiary are owned by
SACC, one percent (1%) is owned by Seller and, to Seller's knowledge, one
percent (1%) is owned by Purchaser. The name of said subsidiary is
All-Security Monitoring Services, LLC.
3.16. Validity of Certain Documents. The documents specified in Section
1.4.1 and the Lease to be executed by Seller and SACC will be valid and binding
on Seller in accordance with their terms upon their delivery to Purchaser and
SACC, will accomplish the purpose for which they are intended, and will have
been duly authorized by Seller and SACC and executed by the
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persons authorized by Seller and SACC, respectively, to do so. The Mutual
Release will have been duly executed by Xxxxx X. Xxxxxxx and will be valid and
binding upon him.
3.17. NBD Loans. The principal amount of the NBD Loans to SACC will not
exceed seven hundred ten thousand dollars ($710,000.) as of the Closing Date.
3.18. Assets. Schedule 3.18 is a true and complete listing and summary
description of all of SACC's and the Subsidiary's assets, including, without
limitation, inventory, machinery and equipment, other tangible assets,
intellectual property rights and contracts.
3.19. Leases. Schedule 3.19 is a true and complete listing and summary
description of all real and personal property leases to which SACC is a party
as lessee or lessor.
3.20. Disclosure. This Agreement, the Financial Statements and all
exhibits and schedules hereto and thereto, when taken as a whole, do not
contain any untrue statement by Seller of a material fact or omit a material
fact necessary in order to make the statements of Seller herein and therein not
misleading.
SECTION IV
Representations and Warranties of Purchaser
4.1. Organization and Standing; Articles and By-Laws. Purchaser is a
corporation duly organized and existing under, and by virtue of, the laws of
the State of Delaware and is in good standing under such laws. Purchaser has
requisite corporate power and authority to own and operate its properties and
assets, and to carry on its business as presently conducted and as proposed to
be conducted.
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4.2. Corporate Power. Purchaser will have at the Closing Date all
requisite power and authority to execute and deliver this Agreement, to
purchase Seller's Membership Interests, and to carry out and perform its
obligations under the terms of this Agreement.
4.3. Authorization. All action on the part of Purchaser necessary for the
authorization, execution, delivery and performance of this Agreement by
Purchaser has been taken or will be taken prior to the Closing. This
Agreement, when executed and delivered by Purchaser, shall constitute a valid
and binding obligation of Purchaser, enforceable in accordance with its terms.
4.4. Brokers or Finders. Purchaser has not incurred and will not incur,
directly or indirectly, as a result of any action taken by Seller or Purchaser
pursuant to this Agreement, any liability for brokerage or finders' fees or
agents' commissions or any similar charges in connection herewith.
4.5. Disclosure. This Agreement and all exhibits and schedules hereto,
when taken as a whole, do not contain any untrue statements by Purchaser of a
material fact or omit a material fact necessary in order to make the statements
of Purchaser herein and therein not misleading.
SECTION V
Purchaser's Conditions to Closing
Purchaser's obligation to purchase Seller's Membership Interests and to
perform its other obligations hereunder are subject to the fulfillment of the
following conditions, the waiver of which shall not be effective unless it is
provided in writing:
5.1. Correctness of Representations and Warranties. The representations
and warranties made by Seller in Section 3 hereof shall be true and correct
when made and shall be true and correct on the Closing Date.
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5.2. Covenants. All covenants, agreements and conditions contained in
this Agreement to be performed by Seller on or prior to the Closing Date shall
have been performed or complied with in all material respects, including but
not limited to all the documents specified in Section 1.4.1 on or before the
date therein specified.
5.3. Legal Matters. All material matters of a legal nature which pertain
to this Agreement and the transactions contemplated hereby shall have been
reasonably approved by counsel to the Purchaser.
5.4. Certain Membership Matters. Prior to the Closing Date, in the manner
provided in SACC's and the Subsidiary's respective Operating Agreements, the
members of SACC and the Subsidiary shall have taken all action necessary to
allow for the withdrawal of Seller as a member of SACC and the Subsidiary and
the admission of Purchaser as a member of SACC and the Subsidiary, effective as
of the closing of the purchase and sale of Seller's Membership Interests
pursuant to this Agreement.
5.5. Lease. No less than three (3) days prior to the Closing Date, the
Seller and SACC shall have entered into a lease agreement for SACC's monitoring
facility in Grand Rapids, Michigan with an initial term of no less than two
years, and with an option to renew for one additional year (the "Lease"). The
Lease shall be on substantially the terms set forth in Schedule 5.5, attached
hereto. Purchaser and Seller will each take all actions necessary to ensure
that the Lease is executed and delivered by SACC and Seller within the time
period set forth in this Section 5.5.
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5.6. Opinion of Seller's Counsel. The Purchaser shall have received from
Miller, Johnson, Xxxxx & Xxxxxxxxx, counsel to Seller, an opinion dated the
Closing Date, in form and substance satisfactory to the Purchaser, to the
effect that:
(a) Seller is a corporation and SACC is a limited liability Company,
each duly organized, validly existing and in good standing under the laws
of the State of Michigan, and Seller and SACC have the requisite corporate
power and authority to own their properties and to conduct their business.
(b) Seller has the requisite corporate power and authority to execute,
deliver and perform this Agreement. The Agreement and the documents
specified in Section 1.4.1 to be executed by Seller have been duly and
validly authorized by Seller, duly executed and delivered by an authorized
officer of Seller and constitute a legal, valid and binding obligation of
Purchaser.
(c) The Mutual Release to be executed by Seller and Xxxxx Xxxxxxx
specified in Section 1.4.1 constitutes a legal, valid and binding
obligation of the Seller and Xxxxx X. Xxxxxxx, respectively.
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SECTION VI
Seller's Conditions to Closing
Seller's obligation to sell Seller's Membership Interests to Purchaser and
to perform its other obligations hereunder is subject to the fulfillment as of
the Closing Date of the following conditions, the waiver of which shall not be
effective unless it is provided in writing.
6.1. Representations. The representations made by the Purchaser in
Section 4 hereof shall be true and correct when made, and shall be true and
correct on the Closing Date.
6.2. Covenants. All covenants, agreements and conditions contained in
this Agreement to be performed by Purchaser on or prior to the Closing Date
shall have been performed or complied with in all material respects, including
but not limited to the delivery by Purchaser of the NBD Letter, the NBD Release
Statement, the certified check or checks, or the Wire Transfer, at the option
of the Seller, specified in Section 1.4.2 on or before the date therein
specified, and the Mutual Release executed by Purchaser.
6.3. Legal Matters. All material matters of a legal nature which pertain
to this Agreement, and the transactions contemplated hereby, shall have been
reasonably approved by counsel to Seller.
6.4. Opinion of Purchaser's Counsel. The Seller shall have received from
Xxxxxxxx & Xxxxxx, Ltd., counsel to Purchaser, an opinion dated the Closing
Date, in form and substance satisfactory to the Seller to the effect that:
(a) Purchaser is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and has the
requisite corporate power and authority to own its properties and to
conduct its business.
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(b) Purchaser has the requisite corporate power and authority to
execute, deliver and perform this Agreement. The Agreement and the
documents specified in Section 1.4.1 to be executed by Purchaser have been
duly and validly authorized by Purchaser, duly executed and delivered by
an authorized officer of Purchaser and constitute a legal, valid and
binding obligation of Seller.
(c) The Mutual Release to be executed by Purchaser specified in Section
1.4.2 constitutes a legal, valid and binding obligation of Purchaser.
SECTION VII
Affirmative Covenants of Seller
Seller hereby covenants and agrees as follows:
7.1. Assistance from Seller in Transferring Seller's Membership Interest
to Purchaser. Seller shall after the Closing take all action reasonably
requested by Purchaser to assist Purchaser in obtaining good title to and
ownership of Seller's Membership Interests, including the amendment of SACC's
and the Subsidiary's Articles of Organization and Operating Agreements, any
filings to be made with the Michigan and Illinois authorities and the amendment
and cancellation of appropriate SACC and Subsidiary documents. Seller shall
also cause its legal counsel to provide Purchaser with such corporate filings
and other SACC and Subsidiary documents as Purchaser may reasonably request in
order to carry out the foregoing objective.
7.2. Non-Competition. Unless otherwise permitted by Purchaser in writing,
neither Seller, Xxxxx X. Xxxxxxx or Xxxxxx Xxxxxx, nor any shareholder of
Seller or affiliate of Seller or such persons ("Prohibited Persons") shall for
a period of twenty-four (24) months following the Closing, reveal the customer
list of SACC or the Subsidiary to any person, enter into competition
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with SACC or the Subsidiary by establishing a remote alarm system monitoring
center in Michigan or Illinois or servicing accounts or providing alarm system
monitoring or similar services from any location to any person in any town or
community within twenty five (25) miles of any location where SACC or the
Subsidiary provides such services; provided however, that nothing contained
herein shall prohibit any of the Prohibited Persons from establishing, after a
period of six (6) months following the Closing, a remote alarm monitoring
center in any location for the sole purpose of providing alarm system
monitoring or similar services to accounts owned, directly or indirectly,
beneficially or otherwise, by any of the Prohibited Persons. Neither Seller,
Xxxxx X. Xxxxxxx or Xxxxxx Xxxxxx, nor any entity owned or controlled by any of
them, shall for a period of twenty four (24) months after the Closing, employ
any employee of Purchaser, SACC or the Subsidiary or solicit or encourage any
such employee to terminate his employment with any of the foregoing; provided
however, that immediately after Closing Seller may employ Xxxx Xxxxx and after
the expiration of a period of six (6) months following the Closing, Seller may
employ Xxxxx Xxxxxxx, Xxx Xxxxx, Xxxx Xxxxxxxx, Xxxxx Xxxxxx and Xxxxx Xxxxx
upon giving Purchaser thirty (30) days notice of Seller's intention to employ
one or more of said persons. Seller agrees that money damages would not be a
sufficient remedy for breach of this Section 7.2 and that the Purchaser shall
be entitled to specific performance, injunctive relief or other equitable
relief as a remedy for breach of this Section 7.2. Such remedies shall be in
addition to any other remedies available at law or in equity.
7.3. Transfer of Licenses. Xxxxx X. Xxxxxxx shall take all action
reasonably necessary to assist the Purchaser in the transfer, as soon as
practicable after the Closing, to a person or persons designated by Purchaser,
of all licenses related to the business of Purchaser, SACC and the
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Subsidiary that are held by Xxxxx X. Xxxxxxx, as agent for or on behalf of the
Purchaser, SACC or the Subsidiary.
7.4. Continuing Relationship. Seller agrees that for a period of six (6)
months following the Closing, Seller will use SACC as the sole provider of
alarm system monitoring services for all accounts owned by Seller on the terms
and conditions currently in effect for such services. In the event that Seller
sells all or part of the alarm system monitoring accounts owned by it on the
Closing Date (estimated at 2,300 accounts), Seller guarantees, that so long as
such accounts have not canceled their agreements with Seller, that all of such
accounts shall continue to use SACC as the sole provider of alarm monitoring
services, on the terms and conditions currently in effect, for a period of no
less than six (6) months following the Closing Date. Seller represents that
there have been no changes in the agreements governing the purchase of such
services.
7.5. Exercise of Options. On the Closing Date, immediately after the
Closing, Xxxxx X. Xxxxxxx and Xxxxxx Xxxxxx hereby agree that the options
heretofore granted to them by Purchaser to purchase 66,264 shares of the common
stock of Purchaser at a price of fifty-seven one hundredths of a dollar ($0.57)
per share shall be canceled unexercised.
SECTION VIII
Miscellaneous
8.1. Governing Law. This Agreement shall be governed in all respects by
the laws of the State of Illinois, excluding its conflicts of laws rules.
8.2. Survival. The representations and warranties, covenants and
agreements made herein shall survive this Agreement and the closing of the
transactions contemplated hereby.
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8.3. Successors and Assigns. Except as otherwise provided herein, the
provisions hereof shall be binding upon the successors, assigns, heirs,
executors and administrators of the parties hereto. Neither party hereto may
assign its obligations hereunder without the written consent of the other
party.
8.4. Entire Agreement; Amendment. This Agreement and the other documents
delivered pursuant hereto on or before the Closing constitute the full and
entire understanding and agreement between the parties with regard to the
subjects hereof and thereof, and no party shall be liable or bound to any other
party in any manner by any warranties, representations or covenants except as
specifically set forth herein or therein. Except as expressly provided herein,
neither this Agreement nor any term hereof may be amended, waived, discharged
or terminated other than by a written instrument signed by the party against
whom enforcement of any such amendment, waiver, discharge or termination is
sought.
8.5. Notices, etc. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, or otherwise delivered by hand or by
messenger, if to Purchaser, at Security Associates International, Inc., 0000 X.
Xxxxxxxxx Xxxxxxx Xxxx, Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000-0000 addressed to
the President of Purchaser or at such other address Purchaser shall have
furnished to the Seller in writing; or if to Seller, at 0000 Xxxxxxxxxxx X.X.,
Xxxxx Xxxxxx, XX 00000, addressed to the President of Seller, or at such other
address the Seller shall have furnished to Purchaser in writing. Each such
notice or other communication shall for all purposes of this Agreement be
treated as effective or having been given when delivered if delivered
personally, or, if sent by mail, at the earlier of its receipt or seventy-two
(72) hours after the same has been
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deposited in a regularly maintained receptacle for the deposit of the United
States mail, addressed and mailed as aforesaid.
8.6. Delays or Omissions. Except as expressly provide herein, no delay or
omission to exercise any right, power or remedy accruing to either party
hereunder upon any breach or default by either party under this Agreement,
shall impair any such right, power or remedy of the party not in default nor
shall it be construed to be a waiver of any such breach or default, or an
acquiescence therein, or of or in any similar breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring. Any
waiver, permit, consent or approval of any kind or character on the part of
either party of any breach or default of the other party under this Agreement,
or any waiver on the part of either party of any provisions or conditions of
this agreement, must be in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies, either under this
Agreement or by law or otherwise afforded to any holder, shall be cumulative
and not alternative.
8.7. Expenses. The Seller and Purchaser shall each bear its own expenses,
including its own legal fees, incurred on its behalf with respect to this
Agreement and the transactions contemplated hereby.
8.8. Severability. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision; provided that no such severability shall be effective
if it materially changes the economic benefit of this Agreement to either
party.
8.9. Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not considered in construing or
interpreting this Agreement.
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8.10. Exclusive Jurisdiction of Courts in Illinois. Each of the parties
hereto agrees to submit to the exclusive jurisdiction of the federal or state
courts in the state of Illinois and consent that service of process with
respect to all such courts may be made by registered mail to it at its
addresses set forth herein.
8.11. Waiver of Jury Trial. The Parties hereby expressly waive any right
they may have to a jury trial in any suit, action or proceeding existing under
or relating to this Agreement or any of the other related documents.
The foregoing Agreement is hereby executed as of the first day written
above.
SECURITY ASSOCIATES INTERNATIONAL, INC.
By: /s/ Xxxxx X. Xxxxxxx
--------------------
Name: Xxxxx X. Xxxxxxx
Title: President
INTEC COMPANY, INC.
By: /s/ Xxxxx X. Xxxxxxx
--------------------
Name: Xxxxx X. Xxxxxxx
Title: President
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The undersigned acknowledge that they are significant stockholders of
Intec Company, Inc. and that they will receive material economic benefits upon
the consummation of the transaction contemplated hereby. In order to induce
Purchaser to enter into this Agreement, the undersigned agree to be bound by
Sections 7.2, 7.3 and 7.5 hereof, as appropriate.
Dated: September 5, 1996
/s/ Xxxxx X. Xxxxxxx
------------------------
Xxxxx X. Xxxxxxx
/s/ Xxxxxx Xxxxxx
------------------------
Xxxxxx Xxxxxx
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